S-3/A

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2004



                                                     REGISTRATION NO. 333-115662

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                AMENDMENT NO. 1


                                       TO

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            THE LUBRIZOL CORPORATION

          (AND CERTAIN SUBSIDIARIES IDENTIFIED IN FOOTNOTE (*) BELOW)

             (Exact Name of Registrant as Specified in Its Charter)

                                                          
                            OHIO                                                      34-0367600
              (State or Other Jurisdiction of                            (I.R.S. Employer Identification No.)
               Incorporation or Organization)



                            29400 Lakeland Boulevard
                           Wickliffe, Ohio 44092-2298
                                 (440) 943-4200
         (Address, Including Zip Code, and Telephone Number, Including
            Area Code, of Registrant's Principal Executive Offices)
                             ---------------------

                                Joseph W. Bauer
                       Vice President and General Counsel
                            29400 Lakeland Boulevard
                           Wickliffe, Ohio 44092-2298
                                 (440) 943-4200
           (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   COPIES TO:

                                                          
                      James R. Carlson                                           Michael J. Schiavone
                     Thompson Hine LLP                                         Shearman & Sterling LLP
                      3900 Key Center                                            599 Lexington Avenue
                     127 Public Square                                         New York, New York 10022
                   Cleveland, Ohio 44114                                            (212) 848-4000
                       (216) 566-5500



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

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after this registration statement becomes effective.

    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE




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                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
           TITLE OF EACH CLASS OF                    AMOUNT           OFFERING PRICE     AGGREGATE OFFERING      REGISTRATION
         SECURITIES TO BE REGISTERED          TO BE REGISTERED(1)     PER UNIT(1)(2)          PRICE(1)              FEE(3)
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Common shares(4)(5)..........................         (2)                   --                  (2)                  (2)
Debt securities(5)...........................         (2)                   --                  (2)                  (2)
Guarantees of debt securities(6).............         (2)                   --                  (2)                  (2)
Total........................................    $2,000,000,000             --             $2,000,000,000          $253,400
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- ---------------------------------------------------------------------------------------------------------------------------------



(1) An indeterminate aggregate principal amount or number of securities is being
    registered as may from time to time be issued hereunder at indeterminate
    prices. In no event will the aggregate initial offering price of the common
    shares and debt securities issued hereunder exceed $2,000,000,000. The
    proposed maximum offering prices per unit will be determined from time to
    time by the registrant in connection with the issuance by the registrant of
    the securities registered hereunder.

                                                       (Continued on other side)
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(Continued from other side)

(2) Not specified as to each class of securities to be registered pursuant to
    General Instruction II.D. of Form S-3.

(3) Calculated, pursuant to Rule 457(o) under the Securities Act of 1933, by
    multiplying 0.00012670 by the proposed maximum aggregate offering price.

(4) Includes the associated common share purchase rights.

(5) Includes such indeterminate number of common shares and such indeterminate
    principal amount of debt securities as may be offered pursuant to this
    registration statement.


(6) An indeterminate amount of guarantees by the co-registrants named herein of
    the debt securities referred to above are being registered. No additional
    consideration will be received for the guarantees, if any. Pursuant to Rule
    457(n) under the Securities Act of 1933, no additional filing fee is
    required in connection with such guarantees.



(*) The following direct and indirect domestic subsidiaries of The Lubrizol
    Corporation are co-registrants for the purpose of providing guarantees, if
    any, of payments of the debt securities registered hereunder and are
    organized under the laws of the state, and have the I.R.S. employer
    identification number, indicated:





                                                   STATE OF      I.R.S. EMPLOYER
                                               INCORPORATION OR  IDENTIFICATION
NAME                                             ORGANIZATION        NUMBER
- ----                                           ----------------  ---------------
                                                           
1500 West Elizabeth Corporation                  New Jersey        22-3838065
Carroll Scientific Inc.                           Illinois         34-1868206
Chemron Corporation                               Delaware         34-1938280
CPI Engineering Services, Inc.                    Michigan         38-2050864
Engine Control Systems Ltd.                        Nevada          88-0191671
Gateway Additive Company                           Nevada          31-1590777
Lubricant Investments, Inc.                         Ohio           34-1563459
Lubrizol China, Inc.                                Ohio           34-1792061
Lubrizol Enterprises, Inc.                        Delaware         34-1502387
Lubrizol Foam Control Additives, Inc.          South Carolina      57-0686272
Lubrizol Inter-Americas Corporation                Nevada          34-1368171
Lubrizol International Management Corporation      Nevada          34-1323089
Lubrizol Overseas Trading Corporation             Delaware         51-6146748
Lubrizol Performance Systems Inc.                  Georgia         58-0678914
MPP Pipeline Corporation                          Delaware         76-0412052
Noveon International, Inc.                        Delaware         13-4143923
Noveon, Inc.                                      Delaware         13-4143915
FCC Acquisition Corp.                             Delaware         23-2791891
Noveon China, Inc.                                Delaware         31-1567152
Noveon Diamalt, Inc.                              Delaware         22-3481037
Noveon FCC, Inc.                                  Delaware         51-0340498
Noveon Hilton Davis, Inc.                         Delaware         95-4071292
Noveon Holding Corporation                        Delaware         31-1231786
Noveon IP Holdings Corp.                          Illinois         52-2310787
Noveon Kalama, Inc.                              Washington        91-0862423
Noveon Textile Chemicals, Inc.                    Delaware         56-1767462
Performance Materials I Inc.                      Delaware         51-0408646



     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                  SUBJECT TO COMPLETION, DATED AUGUST 4, 2004


PROSPECTUS

                                 $2,000,000,000

                            THE LUBRIZOL CORPORATION

                                 COMMON SHARES
                                DEBT SECURITIES

     This prospectus provides you with a general description of the common
shares and debt securities that we may offer and sell from time to time. Each
time we offer securities for sale we will provide a prospectus supplement that
contains specific information about the terms of the offered securities and may
add to, update or change the information contained in this prospectus. We will
also describe in the prospectus supplement any material risk factors that an
investor should consider before purchasing our securities. This prospectus may
not be used to consummate sales of our securities unless it is accompanied by a
prospectus supplement describing the terms of the offering.

     Our common shares are listed for trading on the New York Stock Exchange
under the symbol "LZ." The mailing address and telephone number of our principal
executive offices are 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298 and
(440) 943-4200.

     You should read this prospectus, the documents that are incorporated herein
by reference and the applicable prospectus supplement carefully before you
decide to invest in our securities.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is           , 2004.


                               TABLE OF CONTENTS


                                                            
About this Prospectus.......................................     1
About The Lubrizol Corporation..............................     1
Where You Can Find More Information.........................     1
Forward-Looking Statements..................................     2
Use of Proceeds.............................................     3
Ratio of Earnings to Fixed Charges..........................     3
Description of Common Shares................................     3
Description of Debt Securities..............................     6
Plan of Distribution........................................    21
Legal Matters...............................................    23
Experts.....................................................    23





                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the
SEC utilizing a shelf registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $2,000,000,000. This prospectus
provides you with a general description of the securities that we may offer.
Each time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. This prospectus may not be used to consummate sales of our
securities unless it is accompanied by a prospectus supplement describing the
terms of the offering. You should read both this prospectus and any applicable
prospectus supplement together with the additional information described below
under the heading "Where You Can Find More Information."

                         ABOUT THE LUBRIZOL CORPORATION


     We are a leading global producer and marketer of technologically advanced
chemicals and specialty materials for the transportation, consumer and
industrial markets. We create additives, ingredients, resins and compounds that
enhance the performance, quality and value of our customers' products.



     On June 3, 2004, we acquired Noveon International, Inc. We paid
approximately $920.0 million for the equity of Noveon International, less
certain transaction expenses of Noveon International, and subsequently paid
approximately $1.1 billion in connection with the refinancing of the outstanding
indebtedness of Noveon International and its subsidiaries. Noveon International
is a leading global producer and marketer of technologically advanced specialty
materials and chemicals used in a broad range of consumer and industrial
applications. Noveon International's business includes a number of
industry-leading product franchises marketed under some of the industry's most
recognized brand names, including Carbopol(R), TempRite(R), Estane(R) and
Hycar(R).



     Following our acquisition of Noveon International, we reorganized our
business into two business units and operating segments: the Lubrizol Additives
segment, also known as lubricant additives, and the Noveon segment, also known
as specialty chemicals. The Lubrizol Additives segment is comprised of our
previous business in fluid technologies for transportation, advanced fluid
systems, emulsified products and the former industrial additives product group
of fluid technologies for industry. The Noveon segment is comprised of the
product lines of Noveon International and the former performance chemicals
product group of fluid technologies for industry.


                      WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the reporting requirements of the Securities Exchange Act
of 1934, and we file annual, quarterly and current reports and other information
with the SEC. Our reports filed with the SEC may be inspected, without charge,
and copies may be obtained at prescribed rates, at the public reference facility
maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain information regarding the SEC's public reference
facility by calling 1-800-SEC-0330. Our reports and other information filed by
us with the SEC are also available at the SEC's website on the Internet located
at www.sec.gov. Our common shares are listed for trading on the NYSE under the
symbol "LZ." We maintain a website on the Internet located at www.lubrizol.com.
The information on our website is not incorporated by reference in this
prospectus.

     The SEC allows us to incorporate by reference in this prospectus the
information that we file with them. Incorporation by reference means that we can
disclose important information to you by referring you to other documents that
are considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede the information in this
prospectus and the documents listed below. We hereby incorporate by reference
our filings listed below and any future filings made by us with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this prospectus until all of the securities offered under this
prospectus are sold:

     - Our Annual Report on Form 10-K for the fiscal year ended December 31,
       2003;

     - Our Quarterly Report on Form 10-Q for the quarterly period ended March
       31, 2004;

                                        1



     - Our Current Reports on Form 8-K filed with the SEC on April 16, May 20,
       June 16, July 29 and August 4, 2004;


     - The description of our common shares contained in Item 2 of our Quarterly
       Report on Form 10-Q for the quarterly period ended June 30, 1991;

     - Our Registration Statement on Form 8-A filed with the SEC on October 1,
       1997; and

     - Our Registration Statement on Form 8-A/A filed with the SEC on August 17,
       1999.

     We will provide without charge to each person to whom a copy of this
prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents incorporated
by reference in this prospectus (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that this prospectus incorporates). Requests should be directed to:

     The Lubrizol Corporation
     29400 Lakeland Boulevard
     Wickliffe, Ohio 44092-2298
     (440) 943-4200
     Attn: Joanne Wanstreet

     You should only rely on the information contained in this prospectus, any
prospectus supplement or any document incorporated by reference. We have not
authorized anyone else to provide you with different or additional information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information contained in this
prospectus, any prospectus supplement or any document incorporated by reference
is accurate as of any date other than the date of the applicable document.

                           FORWARD-LOOKING STATEMENTS

     This prospectus contains, each prospectus supplement may contain and the
documents incorporated by reference herein contain or will contain
forward-looking statements within the meaning of the federal securities laws. As
a general matter, forward-looking statements are those focused upon future
plans, objectives or performance as opposed to historical items and include
statements of anticipated events or trends and expectations and beliefs relating
to matters not historical in nature. Forward-looking statements are subject to
uncertainties and factors relating to our operations and business environment,
all of which are difficult to predict and many of which are beyond our control.
These uncertainties and factors could cause our actual results to differ
materially from those matters expressed in or implied by any forward-looking
statements.

     We believe that the following factors, among others, could affect our
future performance and cause our actual results to differ materially from those
expressed or implied by the forward-looking statements made by us:

     - the overall global economic environment and the overall demand for our
       products on a worldwide basis;

     - the demand for our products in developing regions such as China and
       India, which geographic areas are an announced focus of our activities;

     - technology developments that affect longer-term trends for our products;

     - the extent to which we are successful in expanding our business in new
       and existing markets;

     - our ability to identify, complete and integrate acquisitions for
       profitable growth;

     - our success at continuing to develop proprietary technology to meet or
       exceed new industry performance standards and individual customer
       expectations;

     - our ability to continue to reduce complexities and conversion costs and
       modify our cost structure to maintain and enhance our competitiveness;

     - our success in retaining and growing the business that we do with our
       largest customers;

                                        2


     - the cost, availability and quality of raw materials, including
       petroleum-based products;

     - the cost and availability of energy, including natural gas and
       electricity;

     - the effects of fluctuations in currency exchange rates upon our reported
       results from international operations, together with non-currency risks
       of investing in and conducting significant operations in foreign
       countries, including those relating to political, social, economic and
       regulatory factors;

     - the extent to which we achieve market acceptance of our commercial
       development programs;

     - significant changes in government regulations affecting environmental
       compliance; and

     - the ability to identify, understand and manage risks inherent in new
       markets in which we choose to expand.

                                USE OF PROCEEDS


     Unless otherwise disclosed in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of our securities to repay
outstanding indebtedness, including debt that we incurred in connection with the
acquisition of Noveon International, or for general corporate purposes.


                       RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth our consolidated ratio of earnings to fixed
charges on an historical basis for the periods indicated.




                                                                     YEAR ENDED DECEMBER 31,           SIX MONTHS
                                                              -------------------------------------       ENDED
                                                              1999    2000    2001    2002    2003    JUNE 30, 2004
                                                              -----   -----   -----   -----   -----   -------------
                                                                                    
Ratio of earnings to fixed charges(1).......................  7.71X   7.66X   6.97X   9.29X   6.19X       3.73X



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

(1) Our ratio of earnings to fixed charges has been computed by dividing
    earnings (including distributed income of equity investees) before income
    taxes plus fixed charges (excluding capitalized interest expense) by fixed
    charges. Fixed charges consist of interest expense on debt (including
    amortization of debt expense and capitalized interest).

                          DESCRIPTION OF COMMON SHARES

COMMON SHARES

     The following is a summary of the provisions of our common shares. The
rights of our common shares are defined by our Amended Articles of Incorporation
and our Code of Regulations, as amended, and the provisions of the Ohio General
Corporation Law. You should refer to those documents and provisions for more
complete information regarding our common shares.

     Holders of our common shares are entitled to one vote per share on all
matters upon which our shareholders are entitled to vote, including the election
of directors. The holders of common shares are entitled to dividends when, as
and if declared by our Board of Directors out of legally available funds. In the
event of any liquidation, dissolution or winding up of our business, each holder
of common shares is entitled to share ratably in all of our assets remaining
after the payment of liabilities. Holders of common shares have no preemptive
right to purchase any of our securities or any securities that are convertible
into or exchangeable for any of our securities. The common shares are not
subject to any provisions relating to redemption. The common shares have no
conversion rights and are not subject to further calls or assessments by us. All
of our common shares now outstanding, and all of our common shares that are
issued in an offering under this prospectus, are or will be when issued fully
paid and non-assessable.

                                        3


     As of the date hereof, we have 120,000,000 common shares authorized for
issuance under our Amended Articles of Incorporation,      common shares issued
and outstanding, and      common shares reserved for issuance pursuant to our
Employees' Profit Sharing and Savings Plan.

     Our common shares are listed for trading on the NYSE under the symbol "LZ."
As of the date hereof, we have      shareholders of record. This number excludes
beneficial owners of common shares held in street name. Based on requests from
brokers and other nominees, we estimate there are approximately an additional

beneficial owners of our common shares.

PROVISIONS RELATING TO TAKEOVER MATTERS

     Our Board of Directors must have at least nine, and no more than thirteen,
directors and is currently fixed at eleven directors, who are divided into three
classes. Two classes have four directors, and the other class has three
directors. Directors of each class serve for three-year terms, with one class
being elected each year. The authorized number of directors and the number of
directors in each class may be changed only by the affirmative vote of the
holders of at least a majority of the shares entitled to vote for the election
of directors that are represented at a meeting of shareholders called for the
purpose of electing directors or by the affirmative vote of a majority of the
directors then in office.

     Under the Ohio General Corporation Law, if a corporation's Board of
Directors is divided into classes, then directors may be removed by the
shareholders only for cause. Under our Code of Regulations, a director may be
removed upon the vote of the holders of two-thirds of the shares that are
represented at an annual meeting or any special meeting of shareholders duly
called for that purpose. Unless all of the directors of a class are removed, a
director may not be removed if the number of shares voted against the director's
removal would be sufficient, if cumulatively voted at an election of all of the
directors or all of the directors of a particular class, to elect one director.
If any director is removed, the resulting vacancy may be filled by a majority
vote of the Board of Directors. Any director elected to fill a vacancy will hold
office until the expiration of the term of office for the class to which the
director was elected.

     Nominations of persons for election as directors may be made at a meeting
of shareholders by or at the direction of the Board of Directors, by any
nominating committee or person appointed by the Board of Directors, or by any
shareholder entitled to vote for the election of directors who gives timely
notice. To be timely, a shareholder's notice must be received at our principal
executive offices not less than 60 days nor more than 90 days prior to the
meeting; except that, if less than 75 days' notice or prior public disclosure of
the date of the meeting is given to shareholders, notice by the shareholder will
be timely if it is received not later than the 15th day following the earlier of
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made.

     A special meeting of shareholders may be called by the chairman of the
board, the president, a majority of the directors acting with or without a
meeting, or by shareholders holding 50% or more of the outstanding shares
entitled to vote at the special meeting.

     Our Code of Regulations provides that holders of shares entitling them to
exercise at least a majority of our voting power will constitute a quorum at any
meeting of shareholders; except that, whether or not a quorum is present, the
holders of a majority of the voting shares represented at a meeting may adjourn
the meeting without notice other than by announcement at the meeting.

     Our Code of Regulations may be amended, repealed or superseded by new
regulations by the affirmative vote of the holders of a majority of the shares
represented at an annual meeting or any special meeting of shareholders duly
called for that purpose. The provisions of our Code of Regulations regarding the
number, classification and removal of directors, however, may be amended or
repealed only with the affirmative vote of the holders of at least two-thirds of
our voting power, unless the amendment or repeal has been recommended by at
least two-thirds of the directors then in office.

     Section 1704.02 of the Ohio General Corporation Law (also known as the
Merger Moratorium Law) prohibits Chapter 1704 transactions (as defined below)
for a period of three years from the date on which a shareholder first becomes
an interested shareholder unless the directors of the corporation prior to the
shareholder

                                        4


becoming an interested shareholder approved the transaction or approved the
transaction pursuant to which the shareholder became an interested shareholder.
"Chapter 1704 transactions" include mergers, consolidations, combinations,
majority share acquisitions or sales of substantial assets between an Ohio
corporation and an interested shareholder or an affiliate or associate of an
interested shareholder. An "interested shareholder" is defined generally as any
person that beneficially owns 10% or more of the outstanding voting shares of
the corporation. After the three-year period, a Chapter 1704 transaction is
prohibited unless certain fair price provisions are complied with or the
shareholders of the corporation approve the transaction by the affirmative vote
of two-thirds of the voting power of the corporation, including at least a
majority of the disinterested shareholders.

     Under Ohio securities law, any person making a "control bid" pursuant to a
tender offer for the securities of certain publicly held companies, including
our company, must file upon commencement of the bid certain information relating
to the bid with the Ohio Division of Securities. The Division may within five
calendar days suspend the bid if the required information has not been filed, if
material information regarding the bid has not been provided to the shareholders
of the company, or if there has been any other violation of the Ohio Securities
Act.

     Under the Ohio General Corporation Law, the approval by the affirmative
vote of holders of two-thirds of the voting power of a corporation entitled to
vote on the matter is required for mergers, consolidations, majority share
acquisitions, combinations involving the issuance of shares with one-sixth or
more of the voting power of the corporation, and any transfers of all or
substantially all of the assets of a corporation unless the articles of
incorporation of the corporation specify a different proportion (which cannot be
less than a majority). Our Amended Articles of Incorporation provide that these
actions generally can be authorized by the holders of a majority of the
outstanding shares.

     Our Amended Articles of Incorporation include provisions that require prior
shareholder approval for any acquisition of shares in which a person or group
obtains voting power of our company in one of the following ranges: one-fifth or
more but less than one-third, one-third or more but less than a majority, or a
majority. Any such acquisition must be approved at a special meeting of
shareholders, at which a quorum is present, by the affirmative vote of both (1)
the holders of a majority of the outstanding voting shares and (2) the holders
of a majority of the outstanding voting shares after excluding interested
shares. For this purpose, "interested shares" includes shares held by the
directors who are employees and certain officers of our company and shares held
by the person or group acquiring the shares. Our company has "opted out" of a
similar provision that is set forth in the Ohio General Corporation Law.

     Our Amended Articles of Incorporation contain provisions that require
certain related-party transactions to be approved by the affirmative vote of the
holders of both a majority of the outstanding voting shares and a majority of
such shares after excluding the shares owned by the related party involved in
the transaction, unless certain fair price provisions are complied with. For
this purpose, a "related party" means any person that beneficially owns 10% or
more, but less than 90%, of our outstanding voting shares and any of such
person's affiliates or associates. A "related-party transaction" includes any
merger or consolidation, any sale, purchase, lease, exchange or transfer of
substantial assets, the issuance or transfer of any securities, any
reclassification of securities or recapitalization or the adoption of any plan
or proposal for liquidation or dissolution, in each case with, to or for the
benefit of a related party.

     Our Amended Articles of Incorporation may be amended, repealed or
superseded by new articles of incorporation by the affirmative vote of the
holders of at least two-thirds of the outstanding voting shares.

     Our company has a shareholder rights plan. Under that plan, rights have
been distributed to all of our shareholders. If any person or group acquires 20%
or more of our common shares, these rights will "flip in" and permit all
holders, other than the acquiring person, to purchase additional shares at a
discounted price.

     Some or all of these provisions of our Amended Articles of Incorporation,
Code of Regulations and Ohio law and our shareholder rights plan may have the
effect of delaying, hindering or preventing a change in control of our company
that is not supported by our Board of Directors, including a change in control
that might result in the receipt by shareholders of a purchase price in excess
of then current market prices.

                                        5


                         DESCRIPTION OF DEBT SECURITIES


     The following description of the debt securities sets forth the material
terms and provisions of the debt securities to which any prospectus supplement
may relate. The debt securities are to be issued under an indenture (the
"indenture") among Lubrizol, the Guarantors and Wells Fargo Bank, National
Association, as trustee, the form of which is filed as an exhibit to the
registration statement of which this prospectus forms a part. The particular
terms of the debt securities offered by any prospectus supplement, and the
extent to which the general provisions described below may apply to the offered
debt securities, will be described in the prospectus supplement.


     Because the following is a summary of the material terms and provisions of
the indenture and the debt securities, you should refer to the indenture and the
debt securities for complete information regarding the terms and provisions of
the indenture and the debt securities, including the definitions of some of the
terms used below. You should also refer to the Trust Indenture Act of 1939,
certain terms of which are made a part of the indenture by reference. Wherever
particular articles, sections or defined terms of the indenture are referred to,
such articles, sections or defined terms are incorporated herein by reference,
and the statement in connection with which such reference is made is qualified
in its entirety by such reference. For purposes of this description of debt
securities, references to "Lubrizol" include only The Lubrizol Corporation and
not its subsidiaries.

GENERAL


     The indenture does not limit the aggregate principal amount of debt
securities that Lubrizol may issue thereunder and provides that Lubrizol may
issue debt securities thereunder from time to time in one or more series.
(Section 3.1) The indenture does not limit the amount of other Debt (as defined
below) or debt securities, other than certain secured Debt as described below,
which Lubrizol or its subsidiaries may issue.


     Unless otherwise provided in a prospectus supplement, the debt securities
will be unsecured obligations of Lubrizol, ranking senior in right of payment to
all future obligations of Lubrizol that are, by their terms, expressly
subordinated in right of payment to the debt securities and equally in right of
payment with all existing and future unsecured obligations of Lubrizol that are
not so subordinated.

     The prospectus supplement relating to the particular debt securities
offered thereby will describe the following terms of the offered debt
securities:

     - the title of such debt securities and the series in which such debt
       securities will be included, which may include medium-term notes;

     - any limit upon the aggregate principal amount of such debt securities;

     - the date or dates, or the method or methods, if any, by which such date
       or dates will be determined, on which the principal of such debt
       securities will be payable;

     - the rate or rates at which such debt securities will bear interest, if
       any, which rate may be zero in the case of certain debt securities issued
       at an issue price representing a discount from the principal amount
       payable at maturity, or the method by which such rate or rates will be
       determined (including, if applicable, any remarketing option or similar
       method), and the date or dates from which such interest, if any, will
       accrue or the method by which such date or dates will be determined;

     - the date or dates on which interest, if any, on such debt securities will
       be payable and any regular record dates applicable to the date or dates
       on which interest will be so payable;

     - whether and under what circumstances additional amounts in respect of
       certain taxes, fees, duties, assessments or governmental charges that
       might be imposed on holders of such debt securities will be payable and,
       if so, whether and on what terms Lubrizol will have the option to redeem
       such debt securities in lieu of paying such additional amounts (and the
       terms of such option);

     - the place or places where the principal of, any premium or interest on or
       any additional amounts with respect to such debt securities will be
       payable, any of such debt securities that are issued in registered

                                        6


form may be surrendered for registration of transfer or exchange, and any such
debt securities may be surrendered for conversion or exchange;

     - whether any of such debt securities are to be redeemable at the option of
       Lubrizol and, if so, the date or dates on which, the period or periods
       within which, the price or prices at which and the other terms and
       conditions upon which such debt securities may be redeemed, in whole or
       in part, at the option of Lubrizol;

     - whether Lubrizol will be obligated to redeem or purchase any of such debt
       securities pursuant to any sinking fund or analogous provision or at the
       option of any holder thereof and, if so, the date or dates on which, the
       period or periods within which, the price or prices at which and the
       other terms and conditions upon which such debt securities will be
       redeemed or purchased, in whole or in part, pursuant to such obligation,
       and any provisions for the remarketing of such debt securities so
       redeemed or purchased;


     - if other than in denominations of $1,000 and any integral multiple
       thereof, the denominations in which any debt securities to be issued in
       registered form will be issuable and, if other than a denomination of
       $5,000, the denominations in which any debt securities to be issued in
       bearer form will be issuable;


     - whether the debt securities will be convertible into other securities of
       Lubrizol and/or exchangeable for securities of other issuers and, if so,
       the terms and conditions upon which such debt securities will be so
       convertible or exchangeable;

     - if other than the principal amount, the portion of the principal amount
       (or the method by which such portion will be determined) of such debt
       securities that will be payable upon declaration of acceleration of the
       maturity thereof;


     - if other than U.S. dollars, the currency of payment, including composite
       currencies, of the principal of, any premium or interest on or any
       additional amounts with respect to any of such debt securities;



     - whether the principal of, any premium or interest on or any additional
       amounts with respect to such debt securities will be payable, at the
       election of Lubrizol or a holder, in a currency other than that in which
       such debt securities are stated to be payable and the date or dates on
       which, the period or periods within which, and the other terms and
       conditions upon which such election may be made;


     - any index, formula or other method used to determine the amount of
       payments of principal of, any premium or interest on or any additional
       amounts with respect to such debt securities;

     - whether such debt securities are to be issued in the form of one or more
       global securities and, if so, the identity of the depositary for such
       global security or securities;

     - any deletions from, modifications of or additions to the Events of
       Default or covenants of Lubrizol with respect to such debt securities;

     - whether the provisions described below under "Discharge, Defeasance and
       Covenant Defeasance" will be applicable to such debt securities;

     - whether any of such debt securities are to be issued upon the exercise of
       warrants, and the time, manner and place for such debt securities to be
       authenticated and delivered; and

     - any other terms of such debt securities and any other deletions from or
       modifications or additions to the indenture in respect of such debt
       securities. (Section 3.1)

     Lubrizol will have the ability under the indenture to "reopen" a previously
issued series of debt securities and issue additional debt securities of that
series or establish additional terms of that series. Lubrizol is also permitted
to issue debt securities with the same terms as previously issued debt
securities. (Section 3.1)

     Unless otherwise provided in the related prospectus supplement, principal,
premium, interest and additional amounts, if any, with respect to any debt
securities will be payable at the office or agency maintained by Lubrizol for
such purposes (initially the designated corporate trust office of the trustee).
In the case of debt securities issued in registered form, interest may be paid
by check mailed to the persons entitled thereto at their addresses

                                        7


appearing on the security register or by transfer to an account maintained by
the payee with a bank located in the United States. Interest on debt securities
issued in registered form will be payable on any interest payment date to the
persons in whose names the debt securities are registered at the close of
business on the regular record date with respect to such interest payment date.
All paying agents initially designated by Lubrizol for the debt securities will
be named in the related prospectus supplement. Lubrizol may at any time
designate additional paying agents or rescind the designation of any paying
agent or approve a change in the office through which any paying agent acts,
except that Lubrizol will be required to maintain a paying agent in each place
where the principal of, any premium or interest on or any additional amounts
with respect to the debt securities are payable. (Sections 3.7 and 10.2)


     Unless otherwise provided in the related prospectus supplement, the debt
securities may be presented for transfer (duly endorsed or accompanied by a
written instrument of transfer, if so required by Lubrizol or the security
registrar) or exchanged for other debt securities of the same series (containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount) at the office or agency maintained by Lubrizol for
such purposes (initially the designated corporate trust office of the trustee).
Such transfer or exchange will be made without service charge, but Lubrizol may
require payment of a sum sufficient to cover any tax or other governmental
charge and any other expenses then payable. Lubrizol will not be required to (1)
issue, register the transfer of, or exchange debt securities during a period
beginning at the opening of business 15 days before the day of mailing of a
notice of redemption of any such debt securities and ending at the close of
business on the day of such mailing or (2) register the transfer of or exchange
any debt security so selected for redemption in whole or in part, except the
unredeemed portion of any debt security being redeemed in part. (Section 3.5)
Lubrizol has appointed the trustee as security registrar. Any transfer agent (in
addition to the security registrar) initially designated by Lubrizol for any
debt securities will be named in the related prospectus supplement. Lubrizol may
at any time designate additional transfer agents or rescind the designation of
any transfer agent or approve a change in the office through which any transfer
agent acts, except that Lubrizol will be required to maintain a transfer agent
in each place where the principal of, any premium or interest on or any
additional amounts with respect to the debt securities are payable. (Section
10.2)


     Unless otherwise provided in the related prospectus supplement, the debt
securities will be issued only in fully registered form without coupons in
minimum denominations of $1,000 and any integral multiple thereof. (Section 3.2)
The debt securities may be represented in whole or in part by one or more global
debt securities registered in the name of a depositary or its nominee and, if so
represented, interests in such global debt security will be shown on, and
transfers thereof will be effected only through, records maintained by the
designated depositary and its participants as described below. Where debt
securities of any series are issued in bearer form, the special restrictions and
considerations, including special offering restrictions and special United
States federal income tax considerations, applicable to such debt securities and
to payment on and transfer and exchange of such debt securities will be
described in the related prospectus supplement.

     The debt securities may be issued as original issue discount securities
(bearing no interest or bearing interest at a rate which at the time of issuance
is below market rates) to be sold at a substantial discount below their
principal amount. Special United States federal income tax and other
considerations applicable to original issue discount securities will be
described in the related prospectus supplement.

     If the purchase price of any debt securities is payable in one or more
foreign currencies or currency units or if any debt securities are denominated
in one or more foreign currencies or currency units or if the principal of, or
any premium or interest on, or any additional amounts with respect to, any debt
securities is payable in one or more foreign currencies or currency units, the
restrictions, elections, certain United States federal income tax
considerations, specific terms and other information with respect to such debt
securities and such foreign currency or currency units will be set forth in the
related prospectus supplement.


     Lubrizol will comply with Section 14(e) of the Securities Exchange Act of
1934 and any tender offer rules under the Securities Exchange Act of 1934, to
the extent applicable, in connection with any obligation of Lubrizol to purchase
debt securities at the option of the holders. Any such obligation applicable to
a series of debt securities will be described in the related prospectus
supplement.


                                        8


     Unless otherwise described in a prospectus supplement relating to any debt
securities, other than as described below under "-- Limitation on Liens" and
"-- Limitation on Sale/Leaseback Transactions," the indenture does not contain
any provisions that would limit the ability of Lubrizol to incur indebtedness or
that would afford holders of debt securities protection in the event of a sudden
and significant decline in the credit quality of Lubrizol or a takeover,
recapitalization or highly leveraged or similar transaction involving Lubrizol.
Accordingly, Lubrizol could in the future enter into transactions that could
increase the amount of indebtedness outstanding at that time or otherwise affect
Lubrizol's capital structure or credit rating. You should refer to the
prospectus supplement relating to a particular series of debt securities for
information regarding any deletions from, modifications of or additions to the
Events of Defaults described below or covenants of Lubrizol contained in the
indenture, including any addition of a covenant or other provisions providing
event risk or similar protection.


GUARANTEES



     The debt securities will be jointly and severally guaranteed by each of the
following wholly owned, direct and indirect domestic Subsidiaries of Lubrizol:

                                                               

     - 1500 West Elizabeth Corporation                            - MPP Pipeline Corporation
     - Carroll Scientific Inc.                                    - Noveon International, Inc.
     - Chemron Corporation                                        - Noveon, Inc.
     - CPI Engineering Services, Inc.                             - FCC Acquisition Corp.
     - Engine Control Systems Ltd.                                - Noveon China, Inc.
     - Gateway Additive Company                                   - Noveon Diamalt, Inc.
     - Lubricant Investments, Inc.                                - Noveon FCC, Inc.
     - Lubrizol China, Inc.                                       - Noveon Hilton Davis, Inc.
     - Lubrizol Enterprises, Inc.                                 - Noveon Holding Corporation
     - Lubrizol Foam Control Additives, Inc.                      - Noveon IP Holdings Corp.
     - Lubrizol Inter-Americas Corporation                        - Noveon Kalama, Inc.
     - Lubrizol International Management Corporation              - Noveon Textile Chemicals, Inc.
     - Lubrizol Overseas Trading Corporation                      - Performance Materials I Inc.
     - Lubrizol Performance Systems Inc.





     The Guarantee of each Guarantor will be a general unsecured obligation of
such Guarantor and will rank senior in right of payment to all future
obligations of such Guarantor that are, by their terms, expressly subordinated
in right of payment to such Guarantee and equally in right of payment with all
existing and future unsecured obligations of such Guarantor that are not so
subordinated. The debt securities will be effectively subordinated to the
obligations of each of Lubrizol's direct and indirect Subsidiaries that are not
a Guarantor of the debt securities. The Guarantee of each Guarantor of the debt
securities of any series will rank equally with the Guarantee of such Guarantor
of the debt securities of each other series. No stock representing more than 65%
of the voting power of any foreign entity held directly or indirectly by a
Guarantor will be deemed to serve as security for the debt securities under the
Guarantees.



     The Guarantee of a Guarantor will be released:



     - in connection with any sale or other disposition of all of the Capital
       Stock of such Guarantor to a Person other than Lubrizol or any Subsidiary
       of Lubrizol;


                                        9



     - in connection with the sale or other disposition of all or substantially
       all of the assets of such Guarantor, including by way of merger,
       consolidation or otherwise, to a Person other than to Lubrizol or any
       Subsidiary of Lubrizol;



     - in the case of any Restricted Subsidiary that is required to Guarantee
       outstanding debt securities pursuant to the covenant described under
       "-- Issuance of Subsidiary Guarantees," upon the release or discharge of
       the guarantee of such Restricted Subsidiary of debt of Lubrizol that
       resulted in the obligation to so Guarantee the debt securities; or



     - upon the release of such Guarantor from all of its obligations under its
       guarantee granted in favor of the lenders under Lubrizol's credit
       agreement.



     The amount of each Guarantee will be limited to the extent required under
applicable fraudulent conveyance laws to cause such Guarantee to be enforceable.


CONVERSION AND EXCHANGE

     The terms, if any, on which debt securities of any series are convertible
into or exchangeable for other securities, whether or not issued by Lubrizol,
property or cash, or a combination of any of the foregoing, will be set forth in
the related prospectus supplement. Such terms may include provisions for
conversion or exchange, either mandatory, at the option of the holder, or at the
option of Lubrizol, in which the securities, property or cash to be received by
the holders of the debt securities would be calculated according to the factors
and at such time as described in the related prospectus supplement.

GLOBAL SECURITIES

     The debt securities of a series may be issued in whole or in part in the
form of one or more global debt securities that will be deposited with, or on
behalf of, a depositary identified in the prospectus supplement relating to such
series.

     The specific terms of the depositary arrangement with respect to a series
of debt securities will be described in the prospectus supplement relating to
such series. Lubrizol anticipates that the following provisions will apply to
all depositary arrangements.

     Upon the issuance of a global security, the depositary for such global
security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the debt securities represented by
such global security. Such accounts will be designated by the underwriters or
agents with respect to such debt securities, or by Lubrizol if such debt
securities are offered and sold directly by Lubrizol. Ownership of beneficial
interests in a global security will be limited to persons that may hold
interests through participants. Ownership of beneficial interests in such global
security will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the depositary or its nominee (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons other than participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to transfer beneficial interests in a global security.

     So long as the depositary for a global security, or its nominee, is the
registered owner of such global security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the debt
securities represented by such global security for all purposes under the
indenture. Except as described below, owners of beneficial interests in a global
security will not be entitled to have debt securities of the series represented
by such global security registered in their names and will not receive or be
entitled to receive physical delivery of debt securities of that series in
definitive form.


     Principal of, any premium and interest on, and any additional amounts with
respect to, debt securities registered in the name of a depositary or its
nominee will be made to the depositary or its nominee, as the case may be, as
the registered owner of the global security representing such debt securities.
None of Lubrizol, any Guarantor, the trustee, any paying agent or the security
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the global


                                        10


security for such debt securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

     Lubrizol expects that the depositary for a series of debt securities or its
nominee, upon receipt of any payment with respect to such debt securities, will
credit immediately participants' accounts with payments in amounts proportionate
to their respective beneficial interest in the principal amount of the global
security for such debt securities as shown on the records of such depositary or
its nominee. Lubrizol also expects that payments by participants to owners of
beneficial interests in such global security held through such participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name,"
and will be the responsibility of such participants.


     The indenture provides that if (1) the depositary for a series of debt
securities notifies Lubrizol that it is unwilling or unable to continue as
depositary or if such depositary ceases to be eligible under the indenture and a
successor depositary is not appointed by Lubrizol within 90 days of written
notice, (2) Lubrizol determines that debt securities of a particular series will
no longer be represented by global securities and executes and delivers to the
trustee a company order to such effect, or (3) an Event of Default has occurred
and is continuing with respect to a series of debt securities, the global
securities will be exchanged for debt securities of such series in definitive
form of like tenor and of an equal aggregate principal amount, in authorized
denominations. Such definitive debt securities will be registered in such name
or names as the depositary shall instruct the trustee. (Section 3.5) It is
expected that such instructions may be based upon directions received by the
depositary from participants with respect to ownership of beneficial interests
in global securities.


CERTAIN COVENANTS

  LIMITATION ON LIENS


     Under the indenture, Lubrizol will covenant that, so long as any debt
securities are outstanding, it will not, nor will it permit any Restricted
Subsidiary to, create, incur, assume, guarantee or otherwise permit to exist any
Debt secured by any mortgage, pledge, lien, security interest or other
encumbrance (a "Lien") on any property (including shares of Capital Stock or
Debt) of Lubrizol or any Restricted Subsidiary, whether now owned or hereafter
acquired, without in any such case effectively providing, concurrently with the
creation, incurrence, assumption or guarantee of any such Debt, that the debt
securities (and, if Lubrizol shall so determine, any other Debt of Lubrizol or
any Restricted Subsidiary that is not subordinate to the debt securities or the
Guarantees and with respect to which the governing instruments require, or
pursuant to which Lubrizol or such Restricted Subsidiary is otherwise obligated
to provide, such security) shall be secured equally and ratably with or prior to
such Debt for at least the time period such other Debt is so secured; provided
that Debt secured by such Liens may be created, incurred, assumed or guaranteed,
without equally and ratably securing outstanding debt securities, if the
aggregate principal amount of all Debt then outstanding secured by Liens on
property (including shares of Capital Stock and Debt) of Lubrizol and of any
Subsidiary (not including Debt described in clauses (1) through (8) below) plus
Attributable Debt of Lubrizol and its Subsidiaries in respect of sale/leaseback
transactions described under "-- Limitation on Sale/Leaseback Transactions"
below that would otherwise be subject to the restrictions described under
"-- Limitation on Sale/Leaseback Transactions," does not at the time the
principal amount of such Debt is incurred exceed 10% of Consolidated Net
Tangible Assets. If a secured revolving credit facility is established or
increased without equally and ratably securing outstanding debt securities in
compliance with the proviso in the immediately preceding sentence, then all
subsequent borrowings under such revolving credit facility shall be deemed to be
permissible under the limitation contained in the proviso in the immediately
preceding sentence. (Section 10.5)


     The foregoing restrictions shall not apply to Debt secured by:

          (1) Liens on property of Lubrizol or any Restricted Subsidiary
     existing on the date of original issuance of the applicable series of debt
     securities or such other date as may be specified for such series in
     accordance with the indenture;

          (2) Liens on property acquired by Lubrizol or any Restricted
     Subsidiary (including acquisition through merger or consolidation),
     provided that such Liens were in existence prior to and were not created in

                                        11


     contemplation of such acquisition and shall not extend to any other
     property of Lubrizol or any Restricted Subsidiary;


          (3) Liens on property (including in the case of a plant or facility,
     the land on which it is erected and fixtures comprising a part thereof) of
     Lubrizol or any Restricted Subsidiary securing the payment of all or any
     part of the purchase price or construction cost thereof or securing any
     Debt created, incurred, assumed or guaranteed prior to, at the time of or
     within 120 days after the latest of the acquisition of such property or the
     completion of such construction, for the purpose of financing all or any
     portion of the purchase price or construction cost thereof (provided, in
     the case of Liens securing the payment of all or any part of the purchase
     price of property of Lubrizol or any Restricted Subsidiary, as the case may
     be, or securing any Debt created, incurred, assumed or guaranteed for the
     purposes of financing all or any part of such purchase price, such Liens
     are limited to the property then being acquired and fixed improvements
     thereon and the Capital Stock of any Person formed to acquire such property
     and provided further, in the case of Liens securing the payment of all or
     any part of the construction cost of any property of Lubrizol or any
     Restricted Subsidiary, as the case may be, or securing Debt created,
     incurred, assumed or guaranteed for the purpose of financing all or any
     part of such construction cost, such Liens are limited to the assets or
     property then being constructed and the land on which such property is
     erected and fixtures comprising a part thereof);


          (4) Liens on property of Lubrizol or any Restricted Subsidiary to
     secure all or any part of the cost of development, construction,
     alteration, repair or improvement of all or any part of such property, or
     to secure Debt created, incurred, assumed or guaranteed prior to, at the
     time of or within 120 days after the latest of the completion of such
     development, construction, alteration, repair or improvement, for the
     purpose of financing all or any part of such cost (provided such Liens do
     not extend to or cover any property of Lubrizol or any Restricted
     Subsidiary other than the property then being developed, constructed,
     altered, repaired or improved and the land on which such property is
     erected and fixtures comprising a part thereof);

          (5) Liens in favor of Lubrizol or a Restricted Subsidiary securing
     Debt of Lubrizol or a Restricted Subsidiary;

          (6) Liens created in connection with tax assessments or legal
     proceedings and mechanic's and materialman's liens and other similar liens
     created in the ordinary course of business;


          (7) Liens on property of Lubrizol or any Restricted Subsidiary (except
     property consisting of the Capital Stock or Debt of Lubrizol or any
     Restricted Subsidiary) in favor of the United States of America or any
     State thereof, or any department, agency or instrumentality or political
     subdivision of either, or in favor of any other country, or any department,
     agency or instrumentality or political subdivision thereof, in each case to
     secure payments pursuant to contract or statute or to secure Debt created,
     incurred, assumed or guaranteed for the purpose of financing all or any
     part of the purchase price or the cost of construction or improvement of
     the property subject to such Liens, including Liens created in connection
     with pollution control, industrial revenue bond or other similar
     financings; and



          (8) Certain permitted extensions, renewals or replacements (or
     successive extensions, renewals or replacements), in whole or in part, of
     any Lien referred to in the foregoing clauses (1) through (7), inclusive,
     provided that any of the foregoing are limited to the same property subject
     to, and securing no more Debt than the Lien so extended, renewed or
     replaced.



     For purposes of the "Limitation on Liens" covenant described above, the
creation of a Lien on property (including shares of Capital Stock or Debt) of
Lubrizol or any Restricted Subsidiary to secure Debt that existed prior to the
creation of such Lien will be deemed to involve the creation of Debt secured by
a Lien in an amount equal to the principal amount secured by such Lien.


  LIMITATION ON SALE/LEASEBACK TRANSACTIONS

     The indenture provides that neither Lubrizol nor any Restricted Subsidiary
will enter into any arrangement after the date of original issuance of the
applicable series of debt securities, or such other date as may be specified for
such series in accordance with the indenture, with any Person (other than
Lubrizol or a Restricted Subsidiary) providing for the leasing to Lubrizol or a
Restricted Subsidiary for a period of more than three years of any
                                        12


property which has been, or is to be, sold or transferred by Lubrizol or such
Restricted Subsidiary to such Person or to any Person (other than Lubrizol or a
Restricted Subsidiary) to which funds have been or are to be advanced by such
Person on the security of the leased property unless:

             (a) Lubrizol or such Restricted Subsidiary would be permitted,
        pursuant to the provisions described under "-- Limitation on Liens"
        above, to incur Debt in a principal amount equal to or exceeding the
        Attributable Debt in respect of such sale/leaseback transaction, secured
        by a Lien on the property to be leased, without equally and ratably
        securing all outstanding debt securities issued under the indenture;


             (b) since the date of the indenture and within a period commencing
        within six months prior to the consummation of such arrangement and
        ending six months after the consummation thereof, Lubrizol or such
        Restricted Subsidiary has expended or will expend for any property
        (including amounts expended for the acquisition thereof or for
        additions, alterations, improvements and repairs thereto) an amount up
        to the net proceeds of such arrangement and Lubrizol elects to designate
        such amount as a credit against such arrangement (with any such amount
        not being so designated to be applied as set forth in (c) below); or


             (c) Lubrizol, during or immediately after the expiration of the 12
        months after the consummation of such transaction, applies or causes
        such Restricted Subsidiary to apply to the voluntary retirement,
        redemption or defeasance of debt securities of any series or other
        Funded Debt of Lubrizol (other than Funded Debt subordinated to the debt
        securities) or Funded Debt of such Restricted Subsidiary an amount equal
        to the greater of the net proceeds of the sale or transfer of the
        property leased in such transaction and the fair value, in the opinion
        of the Board of Directors of Lubrizol, of such property at the time of
        entering into such transaction (in either case adjusted to reflect the
        remaining term of the lease and any amount utilized by Lubrizol as set
        forth in (b) above), less an amount equal to the principal amount of any
        such Funded Debt of Lubrizol or such Restricted Subsidiary, other than
        debt securities, voluntarily retired by Lubrizol or such Restricted
        Subsidiary during such 12 month period. (Section 10.6)

  ISSUANCE OF SUBSIDIARY GUARANTEES

     Lubrizol will not cause or permit any of its Restricted Subsidiaries,
directly or indirectly, to guarantee any Debt of Lubrizol unless such Restricted
Subsidiary:


          (1) executes and delivers to the trustee a supplemental indenture in
     form reasonably satisfactory to the trustee pursuant to which such
     Restricted Subsidiary shall unconditionally guarantee (each, a "Guarantee")
     all of Lubrizol's obligations under the debt securities and the indenture
     on the terms set forth in the indenture; and


          (2) delivers to the trustee an opinion of counsel (which may contain
     customary exceptions) that such supplemental indenture has been duly
     authorized, executed and delivered by such Restricted Subsidiary and
     constitutes a legal, valid, binding and enforceable obligation of such
     Restricted Subsidiary.


     Thereafter, such Restricted Subsidiary shall be a Guarantor for all
purposes of the indenture until such Guarantee is released in accordance with
the provisions of the indenture. Lubrizol may cause any other Restricted
Subsidiary of Lubrizol to issue a Guarantee and become a Guarantor under the
indenture. (Section 10.7)


  CONSOLIDATION, MERGER AND SALE OF ASSETS


     The indenture provides that Lubrizol may not, in a single transaction or a
series of related transactions, consolidate or merge with or into any Person or
sell, assign, transfer, lease, convey or otherwise dispose of (or cause or
permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of Lubrizol's properties and
assets (determined on a consolidated basis for Lubrizol and its Restricted
Subsidiaries) to any Person, unless (a) Lubrizol shall be the surviving or
continuing corporation or the Person (if other than Lubrizol) formed by such
consolidation or into which Lubrizol is merged or the Person to which such sale,
assignment, transfer, lease, conveyance or other disposition has been made shall
be a corporation

                                        13



organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by supplemental
indenture satisfactory in form and substance to the trustee, the due and
punctual payment of the principal of, any premium and interest on and any
additional amounts with respect to all of the debt securities issued thereunder,
and the performance of Lubrizol's obligations under such indenture and the debt
securities issued thereunder, and shall provide for conversion or exchange
rights in accordance with the provisions of the debt securities of any series
that are convertible or exchangeable into common stock or other securities; (b)
immediately before and after giving effect to such transaction and treating any
Debt which becomes an Obligation of Lubrizol or one of its Subsidiaries as a
result of such transaction as having been incurred by Lubrizol or such
Subsidiary at the time of 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; and (c) certain other conditions are met.
(Section 8.1)


     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties and assets of one or more Restricted
Subsidiaries, the Capital Stock of which constitutes all or substantially all of
the properties and assets of Lubrizol shall be deemed to be the transfer of all
or substantially all of the properties and assets of Lubrizol.


     No Guarantor (other than any Guarantor whose Guarantee is to be released in
accordance with the terms of the Guarantee and the indenture) will, and Lubrizol
will not cause or permit any Guarantor to, consolidate or merge with or into or
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties and assets to any Person, other than
Lubrizol or any other Guarantor, unless (a) the Guarantor shall be the surviving
or continuing corporation or the Person (if other than the Guarantor) formed by
such consolidation or into which the Guarantor is merged or the Person to which
such sale, assignment, transfer, lease, conveyance or other disposition has been
made shall be a corporation organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia and shall
expressly assume, by supplemental indenture satisfactory in form and substance
to the trustee, all of the obligations of the Guarantor under the indenture and
such Guarantor's Guarantee, and shall provide for conversion or exchange rights
in accordance with the provisions of the debt securities of any series that are
convertible or exchangeable into common stock or other securities; (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; and (c) certain other conditions
are met. (Section 8.3)


DEFINITION OF CERTAIN TERMS


     The term "Attributable Debt" as used in the indenture means, in respect of
any sale/leaseback transaction described under "-- Limitation on Sale/Leaseback
Transactions" above, at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by the lessee of
the property subject to such sale/leaseback transaction under the lease included
in such transaction during the remaining term thereof (including any period for
which such lease has been extended), discounted from the respective due dates
thereof to such date at the rate per annum equal to the weighted average of the
interest rate(s) of the debt securities, or, in the case of original issue
discount securities, the yield to maturity, compounded semiannually. The net
amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of the rent payable by the lessee with respect to
such period after excluding amounts required to be paid on account of
maintenance and repairs, services, insurance, taxes, assessments, water rates
and similar charges and contingent rents (such as those based on sales). In the
case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount of rent shall include the lesser of (i) the total
discounted net amount of rent required to be paid from the later of the first
date upon which such lease may be so terminated or the date of the determination
of such amount of rent, as the case may be, and (ii) the amount of such penalty
(in which event no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated). (Section
1.1)



     The term "Capital Stock" as used in the indenture means (1) with respect to
any Person that is a corporation, any and all shares, interests, participations
or other equivalents (however designated and whether or not voting) of corporate
stock, including each class of common stock and preferred stock of such Persons,
and


                                        14



(2) with respect to any Person that is not a corporation, any and all
partnership or other equity interests of such Person. (Section 1.1)


     The term "Capitalized Lease Obligation" as used in the indenture means, as
to any Person, the obligations of such Person under a lease that are required to
be classified and accounted for as capitalized lease obligations under generally
accepted accounting principles and, for purposes of this definition, the amount
of such obligations at any date shall be the capitalized amount of such
obligations at such date, determined in accordance with generally accepted
accounting principles. (Section 1.1)


     The term "Consolidated Net Tangible Assets" as used in the indenture means,
as of any particular time, the aggregate amount of the Consolidated Assets (as
defined in the indenture) of Lubrizol and its Subsidiaries (less depreciation,
amortization and other applicable reserves and other items deductible therefrom
under generally accepted accounting principles) after deducting therefrom (i)
all current liabilities (excluding any which are by their terms extendible or
renewable at the option of the obligor to a time more than 12 months after the
time as of which the amount is being computed), (ii) all goodwill, trade names,
trademarks, patents and other intangibles, in each case net of applicable
amortization, and (iii) appropriate adjustments on account of minority interests
of other Persons holding stock of Subsidiaries, all as would be shown on a
consolidated balance sheet of Lubrizol and its Subsidiaries, prepared in
accordance with generally accepted accounting principles, as of the date of the
most recent quarterly consolidated balance sheet of Lubrizol and its
Subsidiaries, prepared in accordance with generally accepted accounting
principles, provided that, in the case of the balance sheet as of the end of the
first, second or fourth quarterly fiscal periods of Lubrizol, the date of such
balance sheet is not more than 125 days prior to the date of determination (130
days for quarterly fiscal periods for fiscal years ending on or after December
15, 2004 and before December 15, 2005) and, in the case of a balance sheet as of
the end of the third quarterly fiscal period of Lubrizol, the date of such
balance sheet is not more than 150 days prior to the date of determination (165
days for quarterly fiscal periods for fiscal years ending on or after December
15, 2004 and before December 15, 2005). (Section 1.1)



     The term "Debt" as used in the indenture means, with respect to any Person,
without duplication (1) Obligations of such Person for money borrowed; (2)
Obligations of such Person evidenced by notes, debentures, bonds or other
similar instruments; (3) all Capitalized Lease Obligations of such Person; (4)
all Obligations of such Person issued or assumed as the deferred purchase price
of property, all conditional sale obligations and all Obligations under any
title retention agreement (but excluding trade accounts payable and other
accrued liabilities arising in the ordinary course of business that are not
overdue by 90 days or more or are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted); (5) all Obligations
of such Person for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction (other than Obligations with
respect to letters of credit securing Obligations (other than Obligations
described in (1) through (4) above) entered into in the ordinary course of
business of such Person to the extent such letters of credit are not drawn upon
or, if and to the extent drawn upon, such drawing is reimbursed no later than
the third Business Day following receipt by such Person of a demand for
reimbursement following payment on the letter of credit); (6) all Obligations of
the type referred to in clauses (1) through (5) of other Persons and all
dividends of other Persons for the payment of which, in either case, such Person
is responsible or liable as obligor, guarantor or otherwise; (7) all Obligations
of any other Person of the type referred to in clauses (1) through (6) which are
secured by any Lien on any property or asset of such Person (whether or not such
Obligation is assumed by such Person), the amount of such Obligation being
deemed to be the lesser of the fair market value of such property or assets or
the amount of the Obligation so secured; and (8) any amendments, modifications,
refundings, renewals or extensions of any indebtedness or obligation described
as Debt in clauses (1) through (7) above. (Section 1.1)



     The term "Funded Debt" as used in the indenture means indebtedness created,
assumed or guaranteed by a Person for money borrowed that matures by its terms,
or is renewable by the borrower to a date, more than 12 months after the date of
original creation, assumption or guarantee. (Section 1.1)



     The term "Obligations" as used in the indenture means all obligations for
principal, premium, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any
Debt. (Section 1.1)


                                        15



     The term "Person" as used in the indenture means any individual,
corporation, partnership, limited liability company, joint venture, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof. (Section 1.1)



     The term "Restricted Subsidiary" as used in the indenture means (1) any
Wholly Owned Subsidiary of Lubrizol substantially all of the assets of which are
located in the United States (excluding territories or possessions) and (2) any
Wholly Owned Subsidiary of Lubrizol which owns, directly or indirectly, any
stock or indebtedness of a Restricted Subsidiary. (Section 1.1)



     The term "Subsidiary" as used in the indenture means, with respect to any
Person, (1) any corporation of which the outstanding Capital Stock having at
least a majority of the votes entitled to be cast in the election of directors
under ordinary circumstances shall at the time be owned, directly or indirectly,
by such Person and (2) any other Person of which at least a majority of the
voting interest under ordinary circumstances is at the time, directly or
indirectly, owned by such Person. (Section 1.1)


     The term "Wholly Owned Subsidiary" means, with respect to Lubrizol, any
Subsidiary of which all the outstanding voting securities are owned by Lubrizol
or any other Wholly Owned Subsidiary of Lubrizol. (Section 1.1)

EVENTS OF DEFAULT

     Each of the following events will constitute an Event of Default under the
indenture with respect to any series of debt securities issued thereunder
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (1) default in the payment of any interest on any debt security of
     such series, or any additional amounts payable with respect thereto, when
     such interest becomes or such additional amounts become due and payable,
     and continuance of such default for a period of 30 days;

          (2) default in the payment of the principal of or any premium on any
     debt security of such series, or any additional amounts payable with
     respect thereto, when such principal or premium becomes or such additional
     amounts become due and payable either at maturity, upon any redemption, by
     declaration of acceleration or otherwise;

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of any debt security of such series;

          (4) default in the performance, or breach, of any covenant or warranty
     contained in the indenture for the benefit of such series or in the debt
     securities of such series, and the continuance of such default or breach
     for a period of 60 days after there has been given written notice as
     provided in the indenture;


          (5) if any event of default as defined in any mortgage, indenture or
     instrument under which there may be issued, or by which there may be
     secured or evidenced, any Debt of Lubrizol or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by Lubrizol or any of
     its Restricted Subsidiaries), including an Event of Default under any other
     series of debt securities, whether such Debt now exists or is hereafter
     created or incurred, happens and consists of default in the payment of more
     than $25,000,000 in principal amount of such Debt at the maturity thereof
     (after giving effect to any applicable grace period) or results in such
     Debt in principal amount in excess of $25,000,000 becoming or being
     declared due and payable prior to the date on which it would otherwise
     become due and payable, and such default is not cured or such acceleration
     is not rescinded or annulled within a period of 30 days after there has
     been given written notice as provided in the indenture;



          (6) Lubrizol shall fail within 60 days to pay, bond or otherwise
     discharge any uninsured judgment or court order for the payment of money in
     excess of $25,000,000, which is not stayed on appeal or is not otherwise
     being appropriately contested in good faith;



          (7) certain events in bankruptcy, insolvency or reorganization of
     Lubrizol or the Guarantors;


                                        16



          (8) any Guarantee of any Guarantor ceases to be in full force and
     effect or any Guarantee of such Guarantor is declared to be null and void
     and unenforceable or any Guarantee of such Guarantor is found to be invalid
     or any Guarantor denies its liability under its Guarantee (other than the
     release of such Guarantor in accordance with the terms of the indenture);
     and


          (9) any other Event of Default provided in or pursuant to the
     indenture with respect to debt securities of such series. (Section 5.1)

     If an Event of Default with respect to the debt securities of any series
(other than an Event of Default described in (7) of the preceding paragraph)
occurs and is continuing, either the trustee or the holders of not less than 25%
in principal amount of the outstanding debt securities of such series by written
notice as provided in the indenture may declare the principal amount (or such
lesser amount as may be provided for in the debt securities of such series) of
all outstanding debt securities of such series to be due and payable
immediately. At any time after a declaration of acceleration has been made, but
before a judgment or decree for payment of money has been obtained by the
trustee, and subject to applicable law and certain other provisions of the
indenture, the holders of not less than a majority in principal amount of the
outstanding debt securities of such series may, under certain circumstances,
rescind and annul such declaration of acceleration. An Event of Default
described in (7) of the preceding paragraph shall cause the principal amount and
accrued interest (or such lesser amount as provided for in the debt securities
of such series) to become immediately due and payable without any declaration or
other act by the trustee or any holder. (Section 5.2)


     The indenture provides that, within 90 days after the occurrence of any
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to the debt securities of any series (a "default"), the
trustee must transmit, in the manner set forth in such indenture, notice of such
default to the holders of the debt securities of such series unless such default
has been cured or waived; provided, however, that except in the case of a
default in the payment of principal of, or premium, if any, or interest, if any,
on, or additional amounts or any sinking fund installment with respect to, any
debt security of such series, the trustee may withhold such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or responsible officers of the trustee in good faith determine
that the withholding of such notice is in the best interest of the holders of
debt securities of such series; and provided, further, that in the case of any
default of the character described in (5) of the second preceding paragraph, no
such notice to holders will be given until at least 30 days after the default
occurs. (Section 6.2)


     If an Event of Default occurs and is continuing with respect to the debt
securities of any series, the trustee may in its discretion proceed to protect
and enforce its rights and the rights of the holders of debt securities of such
series by all appropriate judicial proceedings. (Section 5.3) The indenture
provides that, subject to the duty of the trustee during any default to act with
the required standard of care, the trustee will be under no obligation to
exercise any of its rights or powers under such indenture at the request or
direction of any of the holders of debt securities, unless such holders shall
have offered to the trustee reasonable indemnity. (Section 6.1) Subject to such
provisions for the indemnification of the trustee, and subject to applicable law
and certain other provisions of the indenture, the holders of a majority in
principal amount of the outstanding debt securities of any series will 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, with respect to the debt securities of such series. (Section 5.12)

MODIFICATION AND WAIVER


     Lubrizol and the trustee may modify or amend the indenture with the consent
of the holders of not less than a majority in principal amount of the
outstanding debt securities of each series affected thereby; provided, however,
that no such modification or amendment may, without the consent of the holder of
each outstanding debt security affected thereby:



     - change the stated maturity of the principal of, or any premium or
       installment of interest on, or any additional amounts with respect to,
       any debt security;


                                        17



     - reduce the principal amount of, or the rate (or modify the calculation of
       such rate) of interest on, or any additional amounts with respect to, or
       any premium payable upon the redemption of, any debt security;



     - change the obligation of Lubrizol and the Guarantors to pay additional
       amounts with respect to any debt security;



     - reduce the amount of the principal of an original issue discount security
       that would be due and payable upon a declaration of acceleration of the
       maturity thereof or the amount thereof provable in bankruptcy;



     - change the redemption provisions of any debt security or the right of
       repayment at the option of any holder of any debt security, in either
       case, in a manner adverse to the holder;



     - change the place of payment or the coin or currency in which the
       principal of, any premium or interest on or any additional amounts with
       respect to any debt security is payable;



     - impair the right to institute suit for the enforcement of any payment on
       or after the stated maturity of any debt security (or, in the case of
       redemption, on or after the redemption date or, in the case of repayment
       at the option of any holder, on or after the repayment date);



     - reduce the percentage in principal amount of the outstanding debt
       securities, the consent of whose holders is required in order to take
       specific actions;



     - reduce the requirements for quorum or voting by holders of debt
       securities in Section 15.4 of the indenture;



     - modify any of the provisions in the indenture regarding the waiver of
       past defaults and the waiver of certain covenants by the holders of debt
       securities except to increase any percentage vote required or to provide
       that other provisions of such indenture cannot be modified or waived
       without the consent of the holder of each debt security affected thereby;



     - make any change that adversely affects the right to convert or exchange
       any debt security into or for other securities of Lubrizol or other
       securities, cash or property in accordance with its terms;



     - release any Guarantor from any of its obligations under its Guarantee or
       the indenture otherwise in accordance with the terms of the indenture; or


     - modify any of the above provisions. (Section 9.2)

     Lubrizol and the trustee may modify or amend the indenture and the debt
securities of any series without the consent of any holder in order to, among
other things:


     - provide for a successor to Lubrizol or a Guarantor pursuant to a
       consolidation, merger or sale of assets;



     - add to the covenants of Lubrizol or the Guarantors for the benefit of the
       holders of all or any series of debt securities or to surrender any right
       or power conferred upon Lubrizol or the Guarantors by the indenture;



     - add to or change any provisions of the indenture relating to the
       registration and exchange of bearer debt securities, change or eliminate
       restrictions on payments with respect to debt securities, or permit the
       issuance of debt securities in uncertificated form, all in a manner that
       will not materially adversely affect the interests of the holders of debt
       securities of any series;



     - establish the form or terms of debt securities of a series;


     - provide for a successor trustee with respect to the debt securities of
       all or any series;


     - cure any ambiguity or correct or supplement any provision in the
       indenture which may be defective or inconsistent with any other
       provision, or to make any other provisions with respect to matters or
       questions arising under the indenture that will not materially adversely
       affect the interests of the holders of debt securities of any series;


     - change the conditions, limitations and restrictions on the authorized
       amount, terms or purposes of issue, authentication and delivery of debt
       securities under the indenture;

                                        18


     - add any additional Events of Default with respect to all or any series of
       debt securities;


     - supplement any provisions of the indenture to permit or facilitate the
       defeasance and discharge of any series of debt securities in a manner
       that will not materially adversely affect the interests of the holders of
       debt securities of any series;


     - secure the debt securities;

     - provide for conversion or exchange rights of the holders of any series of
       debt securities; or

     - make any other change that does not materially adversely affect the
       interests of the holders of any debt securities then outstanding under
       the indenture. (Section 9.1)


     The holders of at least a majority in principal amount of the outstanding
debt securities of any series may, on behalf of the holders of all debt
securities of that series, waive compliance by Lubrizol with certain covenants
of the indenture. (Section 10.9) The holders of not less than a majority in
principal amount of the outstanding debt securities of any series on behalf of
the holders of all debt securities of that series may waive any past default and
its consequences under the indenture with respect to the debt securities of that
series, except a default (1) in the payment of principal, any premium or
interest on or any additional amounts with respect to debt securities of such
series or (2) in respect of a covenant or provision of the indenture that cannot
be modified or amended without the consent of the holder of each outstanding
debt security of any series affected. (Section 5.13)



     Under the indenture, Lubrizol is required to furnish the trustee annually a
statement as to its performance of certain of its obligations under that
indenture and as to any default in such performance. Lubrizol is also required
to deliver to the trustee, within five days after knowledge of the occurrence
thereof, written notice of any Event of Default, or any event which after notice
or lapse of time or both would constitute an Event of Default, resulting from
the failure to perform or breach of any covenant or warranty contained in the
indenture or the debt securities of any series. (Section 10.10)


DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE


     Lubrizol and/or any Guarantors may discharge certain obligations to holders
of any series of debt securities that have not already been delivered to the
trustee for cancellation and that either have become due and payable or will
become due and payable within one year (or scheduled for redemption within one
year) by depositing with the trustee, in trust, funds in U.S. dollars or in the
Foreign Currency in which such debt securities are payable in an amount
sufficient to pay the entire indebtedness on such debt securities with respect
to principal and any premium, interest and additional amounts to the date of
such deposit (if such debt securities have become due and payable) or to the
maturity thereof, as the case may be. (Section 4.1)



     The indenture provides that, unless the provisions of Section 4.2 thereof
are made inapplicable to the debt securities of or within any series pursuant to
Section 3.1 thereof, Lubrizol may elect either (1) to defease and discharge
itself and each Guarantor from any and all obligations with respect to such debt
securities (except for, among other things, obligations to register the transfer
or exchange of such debt securities, to replace temporary or mutilated,
destroyed, lost or stolen debt securities, to maintain an office or agency with
respect to such debt securities and to hold moneys for payment in trust)
("defeasance") or (2) to release itself from its obligations with respect to
such debt securities under certain covenants as described in the related
prospectus supplement, and any omission or failure to comply with such
obligations shall not constitute a default or an Event of Default with respect
to such debt securities ("covenant defeasance"). Defeasance or covenant
defeasance, as the case may be, shall be conditioned upon the irrevocable
deposit by Lubrizol with the trustee, in trust, of an amount in U.S. dollars or
in the Foreign Currency in which such debt securities are payable at stated
maturity, or Government Obligations (as defined below), or both, applicable to
such debt securities which through the scheduled payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of, any premium and interest on, and any
additional amounts with respect to, such debt securities on the scheduled due
dates. (Section 4.2)


     Such a trust may only be established if, among other things, (1) the
applicable defeasance or covenant defeasance does not result in a breach or
violation of, or constitute a default under, the indenture or any other

                                        19



material agreement or instrument to which Lubrizol or the Guarantors is a party
or by which it is bound, (2) no Event of Default or event which with notice or
lapse of time or both would become an Event of Default with respect to the debt
securities to be defeased shall have occurred and be continuing on the date of
establishment of such a trust and, with respect to defeasance only, at any time
during the period ending on the 123rd day after such date and (3) Lubrizol has
delivered to the trustee an opinion of counsel (as specified in the indenture)
to the effect that the holders of such debt securities will not recognize
income, gain or loss for United States federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance or covenant defeasance had not
occurred, and such opinion of counsel, in the case of defeasance, must refer to
and be based upon a letter ruling of the Internal Revenue Service received by
Lubrizol, a Revenue Ruling published by the Internal Revenue Service or a change
in applicable United States federal income tax law occurring after the date of
the indenture. (Section 4.2)


     "Foreign Currency" means any currency, currency unit or composite currency,
including, without limitation, the euro, issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments. (Section 1.1)

     "Government Obligations" means debt securities which are (1) direct
obligations of the United States of America or the government or the governments
which issued the Foreign Currency in which the debt securities of a particular
series are payable, for the payment of which its full faith and credit is
pledged or (2) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America or such government
or governments which issued the Foreign Currency in which the debt securities of
such series are payable, the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such other government or governments, and which, in the case of clauses (1)
and (2), are not callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or any other amount with respect
to any such Government Obligation held by such custodian for the account of the
holder of such 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 with respect to the Government Obligation or the specific payment of
interest on or principal of or any other amount with respect to the Government
Obligation evidenced by such depository receipt. (Section 1.1)

     If after Lubrizol has deposited funds and/or Government Obligations to
effect defeasance or covenant defeasance with respect to debt securities of any
series, (1) the holder of a debt security of that series is entitled to, and
does, elect pursuant to Section 3.1 of the indenture or the terms of such debt
security to receive payment in a currency other than that in which such deposit
has been made in respect of such debt security, or (2) a Conversion Event occurs
in respect of the Foreign Currency in which such deposit has been made, the
indebtedness represented by such debt security shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of,
any premium and interest on, and any additional amounts with respect to, such
debt security as such debt security becomes due out of the proceeds yielded by
converting the amount or other properties so deposited in respect of such debt
security into the currency in which such debt security becomes payable as a
result of such election or such Conversion Event based on (a) in the case of
payments made pursuant to clause (1) above, the applicable market exchange rate
for such currency in effect on the second business day prior to such payment
date, or (b) with respect to a Conversion Event, the applicable market exchange
rate for such Foreign Currency in effect (as nearly as feasible) at the time of
the Conversion Event. (Section 4.2)


     "Conversion Event" means the cessation of use of (1) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community or
(2) any currency unit or composite currency for the purposes for which it was
established. All payments of principal of, any premium and interest on, and any
additional amounts with respect to, any debt security that are payable in a
Foreign Currency that ceases to be used by the government or governments of
issuance shall be made in U.S. dollars. (Section 1.1)

                                        20


     In the event Lubrizol effects covenant defeasance with respect to any debt
securities and such debt securities are declared due and payable because of the
occurrence of any Event of Default other than an Event of Default with respect
to any covenant as to which there has been covenant defeasance, the amount in
such Foreign Currency in which such debt securities are payable, and Government
Obligations on deposit with the trustee, will be sufficient to pay amounts due
on such debt securities at the time of the stated maturity but may not be
sufficient to pay amounts due on such debt securities at the time of the
acceleration resulting from such Event of Default. However, Lubrizol would
remain liable to make payment of such amounts due at the time of acceleration.

NEW YORK LAW TO GOVERN


     The indenture, the debt securities and the Guarantees will be governed by,
and construed in accordance with, the laws of the State of New York applicable
to agreements made or instruments entered into and, in each case, performed in
that state. (Section 1.13)


                              PLAN OF DISTRIBUTION

     We may sell our securities from time to time by any method permitted by the
Securities Act of 1933, including in the following ways:

     - through one or more underwriters on a firm commitment or best-efforts
       basis;

     - directly to one or more purchasers;

     - through agents;

     - through broker-dealers, who may act as agents or principals, including a
       block trade in which a broker or dealer so engaged will attempt to sell
       the securities as agent but may position and resell a portion of the
       block as principal to facilitate the transaction;

     - in privately negotiated transactions; and

     - in any combination of these methods of sale.

     We may also make direct sales through subscription rights distributed to
our shareholders on a pro rata basis, which may or may not be transferable. In
any distribution of subscription rights to shareholders, if all of the
underlying securities are not subscribed for, we may then sell the unsubscribed
securities directly to third parties or may engage the services of one or more
underwriters, dealers or agents, including standby underwriters, to sell the
unsubscribed securities to third parties.

     The applicable prospectus supplement will set forth the specific terms of
the offering of our securities including the name or names of any underwriters,
dealers or agents; the purchase price of the securities and the proceeds to us
from the sale; any underwriting discounts and commissions or agency fees and
other items constituting underwriters' or agents' compensation; the initial
offering price to the public and any discounts or concessions allowed or
reallowed or paid to dealers; and any securities exchange on which the
securities may be listed. Any public offering price, discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

     Unless otherwise specified in the applicable prospectus supplement, each
series of securities will be a new issue with no established trading market,
other than our common shares, which are currently listed on the NYSE. We expect
that any common shares sold pursuant to a prospectus supplement will be listed
on the NYSE. We may elect to list any series of debt securities on an exchange,
but we are not obligated to do so. It is possible that one or more underwriters
may make a market in a series of securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. Therefore, no assurance can be given as to the liquidity of, or the
trading market for, any series of debt securities that we may issue.

                                        21


     The distribution of the securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed), at
market prices prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices.

     Offers to purchase our securities may be solicited by agents designated by
us from time to time. Broker-dealers or agents may receive compensation in the
form of commissions, discounts or concessions from us. Broker-dealers or agents
may also receive compensation from the purchasers of the securities for whom
they sell as principals. Each particular broker-dealer will receive compensation
in amounts negotiated in connection with the sale, which might be in excess of
customary commissions. Broker-dealers or agents and any other participating
broker-dealers participating in the distribution of our securities may be deemed
to be underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be deemed to be
underwriting discounts and commissions.

     If required under applicable state securities laws, we will sell the
securities only through registered or licensed brokers or dealers. In addition,
in some states, we may not sell securities unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and complied with.

     If the securities are sold by means of an underwritten offering, we will
execute an underwriting agreement with an underwriter or underwriters, and the
names of the specific managing underwriter or underwriters, as well as any other
underwriters, and the terms of the transaction, including commissions, discounts
and any other compensation of the underwriters and dealers, if any, will be set
forth in the applicable prospectus supplement, which will be used by the
underwriters to make resales of the securities. Under agreements into which we
may enter, underwriters, dealers and agents who participate in the distribution
of the securities may be entitled to indemnification by us against some
liabilities, including liabilities under the Securities Act of 1933.

     If we use underwriters for an offering of securities, the underwriters may
acquire the securities for their own accounts. The underwriters may resell the
securities from time to time in one or more transactions at a fixed price or
prices, which may be changed, at varying prices determined by the underwriters
at the time of sale, or at negotiated prices. We also may, from time to time,
authorize underwriters acting as our agents to offer and sell the securities
upon the terms and conditions as will be set forth in the applicable prospectus
supplement. In connection with the sale of the securities, underwriters may be
deemed to have received compensation from us in the form of underwriting
discounts or commissions and also may receive commissions from purchasers of the
securities. Underwriters may sell the securities to or through dealers, who may
receive compensation in the form of discounts, concessions from the underwriters
and/or commissions from the purchasers of the securities.

     Any underwriting compensation paid by us to underwriters or agents in
connection with any offering of the securities and any discounts, concessions or
commissions allowed by underwriters to participating dealers will be set forth
in the applicable prospectus supplement. Underwriters, dealers and agents
participating in the distribution of our securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the securities may be deemed to be underwriting
discounts and commissions.

     If so indicated in the applicable prospectus supplement, we may authorize
underwriters, dealers or agents to solicit offers from certain types of
institutions to purchase securities from us at the public offering price set
forth in the applicable prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a future date. Institutions with
which delayed delivery contracts may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions. The applicable prospectus
supplement will set forth the commission payable for solicitation of such
offers.

     Our securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by the managing
underwriters. If any underwriters are utilized in the sale of the securities,
the underwriting agreement will provide that the obligations of the underwriters
are subject to specified conditions precedent. If we sell our securities to one
or more underwriters on a firm commitment basis, then the underwriters will be
obligated to purchase all of the securities offered if any are purchased.

                                        22


     We may grant to the underwriters options to purchase additional securities
to cover over-allotments, if any, at the public offering price with additional
underwriting discounts or commissions, as may be set forth in the applicable
prospectus supplement. If we grant any over-allotment option, the terms of the
over-allotment option will be set forth in the applicable prospectus supplement.

     In connection with any offering, persons participating in the offering,
such as any underwriters, may purchase and sell the securities in the open
market. These transactions may include over-allotment and stabilizing
transactions and purchases to cover syndicate short positions created in
connection with the offering. Stabilizing transactions consist of bids or
purchases for the purpose of preventing or retarding a decline in the market
price of the securities and syndicate short positions involve the sale by
underwriters of a greater number of securities than they are required to
purchase from us in the offering. Underwriters also may impose a penalty bid,
whereby selling concessions allowed to syndicate members or other broker-dealers
in respect of the securities sold in the offering for their account may be
reclaimed by the syndicate if the securities are repurchased by the syndicate in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the securities, which may be higher than
the price that might prevail in the open market, and these activities, if
commenced, may be discontinued at any time.

     Any underwriters, dealers or agents involved in any distribution or sale of
our securities may be customers of, engage in transactions with or perform
services for us from time to time.

     We will bear all costs, expenses and fees in connection with the
registration of the securities as well as the expense of all commissions and
discounts, if any, attributable to the sales of the securities by us.

                                 LEGAL MATTERS

     The validity of the securities that we are offering has been passed upon
for us by Thompson Hine LLP. Shearman & Sterling LLP, New York, New York, may
pass upon legal matters for the underwriters with respect to any underwritten
offering of common shares or debt securities. Shearman & Sterling LLP will rely
upon Thompson Hine LLP with respect to matters of Ohio law.

                                    EXPERTS


     The consolidated financial statements of The Lubrizol Corporation as of
December 31, 2003 and 2002 and for the years ended December 31, 2003, 2002, and
2001 incorporated in this prospectus by reference from The Lubrizol
Corporation's Current Report on Form 8-K dated August 4, 2004 have been audited
by Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their report, which is incorporated herein by reference (which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to the adoption of Statement of Financial Accounting Standards No. 142 in 2002),
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.



     Ernst & Young LLP, independent registered public accounting firm, have
audited the consolidated financial statements of Noveon International, Inc. at
December 31, 2003 and 2002 and for the years ended December 31, 2003 and 2002
and for the ten months ended December 31, 2001, and the consolidated financial
statements of BFGoodrich Performance Materials (a segment of Goodrich
Corporation) for the two months ended February 28, 2001, as set forth in their
reports, included in The Lubrizol Corporation's Current Report (Form 8-K) dated
May 20, 2004 and incorporated by reference in The Lubrizol Corporation's Current
Report (Form 8-K/A) dated July 29, 2004, which are incorporated by reference in
this prospectus. Ernst & Young LLP has also audited the consolidated financial
statements of Noveon International, Inc. at December 31, 2003 and for the year
then ended, as set forth in their report, included in The Lubrizol Corporation's
Current Report (Form 8-K) dated August 4, 2004, which is incorporated by
reference in this prospectus. Such consolidated financial statements are
incorporated by reference in reliance on Ernst & Young's reports given on their
authority as experts in accounting and auditing.


                                        23


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth an estimate of the expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All such expenses will be borne
by us.




                                                               AMOUNTS TO
ITEM                                                            BE PAID
- ----                                                           ----------
                                                            
SEC Registration Fee........................................   $  253,400
Accountants Fees and Expenses...............................      300,000
Legal Fees and Expenses.....................................    1,000,000
Printing Fees and Expenses..................................      100,000
Rating Agency Fees..........................................    1,000,000
Miscellaneous...............................................      100,000
                                                               ----------
Total.......................................................   $2,753,400
                                                               ==========



ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Code of Regulations of the registrant provides that the registrant
shall indemnify any present or former director or officer of the registrant
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement, actually and reasonably incurred by such person by reason of the
fact that such person was a director or officer, in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the full extent permitted by
applicable law.

     Ohio Revised Code Section 1701.13 permits indemnification of such persons
with respect to such matters, other than an action by or in the right of the
registrant, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. In the case of
an action brought by or in the right of the registrant, such Ohio Revised Code
section permits indemnification of such persons against expenses, including
attorneys' fees, actually and reasonably incurred by such person in connection
with the settlement or defense of such action if such person acted in good faith
and in a manner that such person reasonably believed to be in or not opposed to
the best interests of the registrant, subject to certain exceptions, including
an exception for a matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of such person's duty to the
registrant, unless the court in which such action was brought determines that
such person is fairly and reasonably entitled to indemnity for such expenses as
the court shall deem proper.


     Each director and officer of the registrant is a party to an
indemnification agreement with the registrant, which agreement provides that the
registrant will indemnify such officer or director against expenses, including,
without limitation, attorneys' fees, judgments, fines and amounts paid in
settlement, in connection with any claim against such officer or director
arising out of such person's being an officer or director of the registrant, to
the full extent provided by (i) the registrant's bylaws, regulations or articles
of incorporation, as in effect on the date of the agreement or at the time
expenses are incurred, (ii) Ohio law or the law governing the registrant at the
time the expenses are incurred, or (iii) insurance maintained by the registrant,
at the option of such officer or director. The registrant has also agreed to
maintain directors' and officers' liability insurance so long as such insurance
is available on a basis acceptable to the registrant, and to advance funds for
expenses, provided the officer or director agrees to reimburse the registrant if
such officer or director is ultimately found not to be entitled to such
indemnification.


     The registrant maintains insurance policies that insure the registrant's
directors and officers against certain liabilities (excluding fines and
penalties imposed by law) which might be incurred by them in such capacities and

                                       II-1


insure the registrant for amounts which may be paid by it (up to the limits of
such policies) to indemnify the directors and officers covered by the policies.

ITEM 16.  EXHIBITS

See Exhibit Index.

ITEM 17.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Securities and Exchange Commission pursuant to Rule 424(b) if,
        in the aggregate, the changes in volume and price represent no more than
        a 20 percent change in the maximum aggregate offering price set forth in
        the "Calculation of Registration Fee" table in the effective
        registration statement; and

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in this registration statement
        or any material change to such information in this registration
        statement;

             Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed
        with or furnished to the Securities and Exchange Commission by the
        registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in this
        registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer, or controlling person of us in the successful defense of any
action, suit or proceeding) is asserted by such

                                       II-2


director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

     (d) The undersigned registrant hereby undertakes that:

          (i) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (ii) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.



                                       II-3


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          THE LUBRIZOL CORPORATION


                                          By: /s/ CHARLES P. COOLEY

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

                                              Name:  Charles P. Cooley


                                              Title:  Senior Vice President and


                                                      Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                

              /s/ JAMES L. HAMBRICK*                 Chief Executive Officer,
 ------------------------------------------------    President and Director
                James L. Hambrick                    (Principal Executive Officer)


              /s/ CHARLES P. COOLEY                  Senior Vice President and
 ------------------------------------------------    Chief Financial Officer
                Charles P. Cooley                    (Principal Financial Officer)


              /s/ W. SCOTT EMERICK*                  Corporate Controller
 ------------------------------------------------    (Principal Accounting Officer)
                 W. Scott Emerick


              /s/ WILLIAM G. BARES*                  Chairman of the Board and
 ------------------------------------------------    Director
                 William G. Bares


             /s/ JERALD A. BLUMBERG*                 Director
 ------------------------------------------------
                Jerald A. Blumberg


            /s/ FOREST J. FARMER SR.*                Director
 ------------------------------------------------
               Forest J. Farmer Sr.


              /s/ GORDON D. HARNETT*                 Director
 ------------------------------------------------
                Gordon D. Harnett


             /s/ VICTORIA F. HAYNES*                 Director
 ------------------------------------------------
                Victoria F. Haynes


                /s/ DAVID H. HOAG*                   Director
 ------------------------------------------------
                  David H. Hoag


              /s/ WILLIAM P. MADAR*                  Director
 ------------------------------------------------
                 William P. Madar



                                       II-4





NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                

             /s/ PEGGY GORDON MILLER*                Director
 ------------------------------------------------
               Peggy Gordon Miller


              /s/ RONALD A. MITSCH*                  Director
 ------------------------------------------------
                 Ronald A. Mitsch


              /s/ DANIEL E. SOMERS*                  Director
 ------------------------------------------------
                 Daniel E. Somers


 *By:   /s/ CHARLES P. COOLEY                                                            August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                       II-5


                          SIGNATURES OF CO-REGISTRANTS


     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          1500 WEST ELIZABETH CORPORATION


                                          By: /s/ DONALD W. BOGUS*

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

                                            Name: Donald W. Bogus

                                            Title: President and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

               /s/ DONALD W. BOGUS*                  President and Treasurer
 ------------------------------------------------    (Principal Executive, Financial
                 Donald W. Bogus                     and Accounting Officer)


             /s/ JAMES ROBINSON III*                 Director
 ------------------------------------------------
                James Robinson III


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                       II-6



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          CARROLL SCIENTIFIC, INC.

                                          By: /s/ RICHARD M. BRADLEY*
                                            ------------------------------------
                                            Name: Richard M. Bradley
                                            Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

             /s/ RICHARD M. BRADLEY*                 President
 ------------------------------------------------    (Principal Executive Officer)
                Richard M. Bradley


               /s/ DANIEL R. WELLY*                  Director and Treasurer
 ------------------------------------------------    (Principal Financial and
                 Daniel R. Welly                     Accounting Officer)


               /s/ DONALD W. BOGUS*                  Director and Senior Vice President
 ------------------------------------------------
                 Donald W. Bogus


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                       II-7



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          CHEMRON CORPORATION

                                          By: /s/ J. MARK SUTHERLAND*
                                            ------------------------------------
                                            Name:  J. Mark Sutherland
                                            Title:   President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

             /s/ J. MARK SUTHERLAND*                 Director and President
 ------------------------------------------------    (Principal Executive Officer)
                J. Mark Sutherland


               /s/ DANIEL R. WELLY*                  Treasurer
 ------------------------------------------------    (Principal Financial and
                 Daniel R. Welly                     Accounting Officer)


               /s/ DONALD W. BOGUS*                  Director and Vice President
 ------------------------------------------------
                 Donald W. Bogus


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                       II-8



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          CPI ENGINEERING SERVICES, INC.

                                          By: /s/ GEORGE R. HILL*
                                            ------------------------------------
                                            Name:  George R. Hill
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

               /s/ GEORGE R. HILL*                   Director and Chief Executive
 ------------------------------------------------    Officer
                  George R. Hill                     (Principal Executive Officer)


               /s/ JOHN M. ZAREMBA*                  Treasurer
 ------------------------------------------------    (Principal Financial and
                 John M. Zaremba                     Accounting Officer)


                /s/ JOHN C. TOLFA*                   Director, President and Chief
 ------------------------------------------------    Operating Officer
                  John C. Tolfa


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                       II-9



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          ENGINE CONTROL SYSTEMS LTD.

                                          By: /s/ EDWARD P. RICHARDS*
                                            ------------------------------------
                                            Name:  Edward P. Richards
                                            Title:   President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

             /s/ EDWARD P. RICHARDS*                 President
 ------------------------------------------------    (Principal Executive Officer)
                Edward P. Richards


               /s/ ROBERT B. ECKER*                  Treasurer
 ------------------------------------------------    (Principal Financial and
                 Robert B. Ecker                     Accounting Officer)


               /s/ GEORGE R. HILL*                   Director
 ------------------------------------------------
                  George R. Hill


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-10



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          GATEWAY ADDITIVE COMPANY

                                          By: /s/ JOHN A. KIMES*
                                            ------------------------------------
                                            Name:  John A. Kimes
                                            Title:   President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

                /s/ JOHN A. KIMES*                   Director and President
 ------------------------------------------------    (Principal Executive Officer)
                  John A. Kimes


              /s/ W. SCOTT EMERICK*                  Treasurer
 ------------------------------------------------    (Principal Financial and
                 W. Scott Emerick                    Accounting Officer)


               /s/ DONALD W. BOGUS*                  Director
 ------------------------------------------------
                 Donald W. Bogus


               /s/ DANIEL R. WELLY*                  Director
 ------------------------------------------------
                 Daniel R. Welly


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-11



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          LUBRICANT INVESTMENTS, INC.

                                          By: /s/ DAVID C. REEL*
                                            ------------------------------------
                                              Name: David C. Reel
                                              Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                

                /s/ DAVID C. REEL*                   President
 ------------------------------------------------    (Principal Executive Officer)
                  David C. Reel


             /s/ JEFFREY A. VAVRUSKA*                Treasurer
 ------------------------------------------------    (Principal Financial and
               Jeffrey A. Vavruska                   Accounting Officer)


              /s/ LARRY D. NORWOOD*                  Director
 ------------------------------------------------
                 Larry D. Norwood


 *By:   /s/ CHARLES P. COOLEY                                                            August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-12



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          LUBRIZOL CHINA, INC.

                                          By: /s/ TSUNG FEI TANG*
                                            ------------------------------------
                                              Name: Tsung Fei Tang
                                              Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

               /s/ TSUNG FEI TANG*                   Director and President
 ------------------------------------------------    (Principal Executive Officer)
                  Tsung Fei Tang


             /s/ JEFFREY A. VAVRUSKA*                Treasurer
 ------------------------------------------------    (Principal Financial and
               Jeffrey A. Vavruska                   Accounting Officer)


              /s/ GREGORY R. LEWIS*                  Director
 ------------------------------------------------
                 Gregory R. Lewis


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-13



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          LUBRIZOL ENTERPRISES, INC.


                                          By: /s/ CHARLES P. COOLEY
                                            ------------------------------------

                                              Name: Charles P. Cooley
                                              Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

              /s/ CHARLES P. COOLEY                  Director and President
 ------------------------------------------------    (Principal Executive Officer)
                Charles P. Cooley


             /s/ JEFFREY A. VAVRUSKA*                Treasurer
 ------------------------------------------------    (Principal Financial and
               Jeffrey A. Vavruska                   Accounting Officer)


               /s/ GEORGE R. HILL*                   Director
 ------------------------------------------------
                  George R. Hill


              /s/ WILLIAM G. BARES*                  Director
 ------------------------------------------------
                 William G. Bares


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-14



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          LUBRIZOL FOAM CONTROL ADDITIVES, INC.

                                          By: /s/ ROMAN M. RADEKEVICH*
                                            ------------------------------------
                                            Name: Roman M. Radekevich
                                            Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

             /s/ ROMAN M. RADEKEVICH*                Director and President
 ------------------------------------------------    (Principal Executive Officer)
               Roman M. Radekevich


             /s/ ROBERT G. THOMPSON*                 Treasurer
 ------------------------------------------------    (Principal Financial and
                Robert G. Thompson                   Accounting Officer)


               /s/ DONALD W. BOGUS*                  Director
 ------------------------------------------------
                 Donald W. Bogus


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-15



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          LUBRIZOL INTER-AMERICAS CORPORATION

                                          By: /s/ JEFFREY A. VAVRUSKA*
                                            ------------------------------------
                                            Name: Jeffrey A. Vavruska
                                            Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

             /s/ JEFFREY A. VAVRUSKA*                Director, President and Treasurer
 ------------------------------------------------    (Principal Executive, Financial
               Jeffrey A. Vavruska                   and Accounting Officer)


              /s/ W. SCOTT EMERICK*                  Director
 ------------------------------------------------
                 W. Scott Emerick


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-16



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          LUBRIZOL INTERNATIONAL MANAGEMENT
                                          CORPORATION

                                          By: /s/ DAVID J. FRIES*
                                            ------------------------------------
                                            Name: David J. Fries
                                            Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

               /s/ DAVID J. FRIES*                   Director and President
 ------------------------------------------------    (Principal Executive Officer)
                  David J. Fries


              /s/ W. SCOTT EMERICK*                  Director and Treasurer
 ------------------------------------------------    (Principal Financial and
                 W. Scott Emerick                    Accounting Officer)


              /s/ COLIN B. CHAPMAN*                  Director
 ------------------------------------------------
                 Colin B. Chapman


              /s/ GREGORY R. LEWIS*                  Director
 ------------------------------------------------
                 Gregory R. Lewis


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-17



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          LUBRIZOL OVERSEAS TRADING CORPORATION

                                          By: /s/ JEFFREY A. VAVRUSKA*
                                            ------------------------------------
                                            Name: Jeffrey A. Vavruska
                                            Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

             /s/ JEFFREY A. VAVRUSKA*                Director, President and Treasurer
 ------------------------------------------------    (Principal Executive, Financial
               Jeffrey A. Vavruska                   and Accounting Officer)


             /s/ LESLIE M. REYNOLDS*                 Director
 ------------------------------------------------
                Leslie M. Reynolds


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-18



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          LUBRIZOL PERFORMANCE SYSTEMS INC.


                                          By: /s/ L. WILLIAM SILZLE*

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

                                            Name: L. William Silzle

                                            Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

              /s/ L. WILLIAM SILZLE*                 Director and President
 ------------------------------------------------    (Principal Executive Officer)
                L. William Silzle


               /s/ ROBERT B. ECKER*                  Director and Treasurer
 ------------------------------------------------    (Principal Financial and
                 Robert B. Ecker                     Accounting Officer)


               /s/ GEORGE R. HILL*                   Director
 ------------------------------------------------
                  George R. Hill


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        ------------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-19



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          MPP PIPELINE CORPORATION

                                          By: /s/ LARRY D. NORWOOD*
                                            ------------------------------------
                                            Name: Larry D. Norwood
                                            Title: President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                       TITLE
- --------------                                       -----
                                                                                 

              /s/ LARRY D. NORWOOD*                  Director and President
 ------------------------------------------------    (Principal Executive Officer)
                 Larry D. Norwood


               /s/ MICHAEL S. OWEN*                  Treasurer and Secretary
 ------------------------------------------------    (Principal Financial and
                 Michael S. Owen                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-20



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON INTERNATIONAL, INC.


                                          By: /s/ JAMES L. HAMBRICK*

                                            ------------------------------------
                                            Name:  James L. Hambrick

                                            Title:   Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer
                James L. Hambrick                    (Principal Executive Officer)


              /s/ CHARLES P. COOLEY                  Treasurer
 ------------------------------------------------    (Principal Financial and
                Charles P. Cooley                    Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-21



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON, INC.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




                  NAME/SIGNATURE                                   TITLE
                  --------------                                   -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director and Treasurer
 ------------------------------------------------    (Principal Financial and
                Charles P. Cooley                    Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-22



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          FCC ACQUISITION CORP.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-23



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON CHINA, INC.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-24



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON DIAMALT, INC.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-25



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON FCC, INC.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-26



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON HILTON DAVIS, INC.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-27



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON HOLDING CORPORATION

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-28



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON IP HOLDINGS CORP.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-29



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON KALAMA, INC.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-30



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          NOVEON TEXTILE CHEMICALS, INC.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-31



     Pursuant to the requirements of the Securities Act of 1933, the
co-registrant below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wickliffe, State of Ohio, on August 4, 2004.


                                          PERFORMANCE MATERIALS I INC.

                                          By: /s/ JAMES L. HAMBRICK*
                                            ------------------------------------
                                            Name:  James L. Hambrick
                                            Title:   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME/SIGNATURE                                                     TITLE
- --------------                                                     -----
                                                                                 

              /s/ JAMES L. HAMBRICK*                 Director and Chief Executive
 ------------------------------------------------    Officer (Principal Executive
                James L. Hambrick                    Officer)


               /s/ DONALD W. BOGUS*                  Director and President
 ------------------------------------------------
                 Donald W. Bogus


              /s/ CHARLES P. COOLEY                  Director, Vice President and
 ------------------------------------------------    Treasurer
                Charles P. Cooley                    (Principal Financial and
                                                     Accounting Officer)


 *By:   /s/ CHARLES P. COOLEY                                                             August 4, 2004
        -----------------------------------------
        Charles P. Cooley, Attorney-in-Fact
        for the Officers and Directors
        signing in the capacities indicated



                                      II-32


                                 EXHIBIT INDEX





    
 1.1   Form of Underwriting Agreement.*
 2.1   Agreement and Plan of Merger, dated April 15, 2004, by and
       among The Lubrizol Corporation, Lubrizol Acquisition
       Corporation and Noveon International, Inc.**
 3.1   Amended Articles of Incorporation of The Lubrizol
       Corporation, adopted as of September 23, 1991 (incorporated
       by reference to Exhibit (3)(a) of the Annual Report on Form
       10-K of The Lubrizol Corporation for the year ended December
       31, 1999).
 3.2   Code of Regulations of The Lubrizol Corporation, as amended
       effective April 27, 1992 (incorporated by reference to
       Exhibit (3)(b) of the Annual Report on Form 10-K of The
       Lubrizol Corporation for the year ended December 31, 1999).
 3.3   Amendment to Article Fourth of the Amended Articles of
       Incorporation of The Lubrizol Corporation (incorporated by
       reference to Exhibit (4)(a) of the Annual Report on Form
       10-K of The Lubrizol Corporation for the year ended December
       31, 1999).
 4.1   Amended and Restated Rights Agreement, dated as of July 26,
       1999, by and between The Lubrizol Corporation and American
       Stock Transfer & Trust Company (incorporated by reference to
       Exhibit 4.l of the Registration Statement on Form 8-A/A of
       The Lubrizol Corporation filed with the SEC on August 17,
       1999).
 4.2   Form of Indenture for Debt Securities of The Lubrizol
       Corporation.
 4.3   Form of Debt Security of The Lubrizol Corporation.*
 5.1   Opinion of Thompson Hine LLP.**
12.1   Calculation of Ratio of Earnings to Fixed Charges.
23.1   Consent of Deloitte & Touche LLP.
23.2   Consent of Ernst & Young LLP.
23.3   Consent of Thompson Hine LLP (included in Exhibit 5.1).
24.1   Powers of Attorney of Officers and Directors of The Lubrizol
       Corporation.**
24.2   Power of Attorney of the Corporate Controller of The
       Lubrizol Corporation.
24.3   Powers of Attorney of Officers and Directors of the
       subsidiary guarantors.
25.1   Statement of Eligibility of Trustee for Debt Securities of
       The Lubrizol Corporation on Form T-1.



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

  * To be filed by post-effective amendment to this registration statement or
    incorporated by reference from a Current Report on Form 8-K.


 ** Previously filed.

EX-4.2

                                                                     EXHIBIT 4.2

                            THE LUBRIZOL CORPORATION,

                                     Issuer

                                       and

                    THE SUBSIDIARY GUARANTORS PARTIES HERETO

                                       to

                                WELLS FARGO BANK,
                              NATIONAL ASSOCIATION,

                                     Trustee

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

                                    INDENTURE

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

                             Dated as of _____, 2004

                             Senior Debt Securities



                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                  and Indenture



Trust Indenture
  Act Section                                                            Indenture Section
- ---------------                                                          -----------------
                                                                      
Section 310(a)(1)...................................................              6.7
    (a)(2)..........................................................              6.7
    (b).............................................................              6.8
Section 312(a)......................................................              7.1
    (b)............... .............................................              7.2
    (c).............................................................              7.2
Section 313(a)......................................................              7.3
    (b)(2)..........................................................              7.3
    (c)   ..........................................................              7.3
    (d)   ..........................................................              7.3
Section 314(a)......................................................              7.4
    (c)(1)..........................................................              1.2
    (c)(2)..........................................................              1.2
    (e).............................................................              1.2
    (f).............................................................              1.2
Section 316(a) (last sentence).. ...................................              1.1
    (a)(1)(A).......................................................        5.2, 5.12
    (a)(1)(B).......................................................             5.13
    (b).............................................................              5.8
Section 317(a)(1)...................................................              5.3
    (a)(2)..........................................................              5.4
    (b).............................................................             10.3
Section 318(a)......................................................             10.8


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



                                TABLE OF CONTENTS

                                                                                     
                                          ARTICLE 1
                   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1.   Definitions...............................................................   1
               Act.......................................................................   2
               Additional Amounts........................................................   2
               Affiliate.................................................................   2
               Attributable Debt.........................................................   2
               Authenticating Agent......................................................   3
               Authorized Newspaper......................................................   3
               Authorized Officer........................................................   3
               Bearer Security...........................................................   3
               Board of Directors........................................................   3
               Board Resolution..........................................................   3
               Business Day..............................................................   3
               Capital Stock.............................................................   3
               Capitalized Lease Obligation..............................................   3
               Commission................................................................   4
               Common Stock..............................................................   4
               Company...................................................................   4
               Company Request...........................................................   4
               Company Order.............................................................   4
               Consolidated Net Tangible Assets..........................................   4
               Conversion Event..........................................................   5
               Corporate Trust Office....................................................   5
               Corporation...............................................................   5
               Coupon....................................................................   5
               Credit Agreement..........................................................   5
               Currency..................................................................   5
               CUSIP number..............................................................   5
               Debt......................................................................   5
               Indebtedness..............................................................   5
               Defaulted Interest........................................................   6
               Dollars...................................................................   6
               $.........................................................................   6
               Event of Default..........................................................   6
               Fair Market Value.........................................................   6
               Foreign Currency..........................................................   6
               Funded Debt...............................................................   6
               Government Obligations....................................................   6
               Guarantee.................................................................   7
               Guarantees................................................................   7
               Guarantor.................................................................   7
               Guarantors................................................................   7



                                        i



                                                                                     
               Guarantors' Board of Directors............................................   7
               Guarantors' Board Resolution..............................................   7
               Guarantors' Officer's Certificate.........................................   7
               Guarantors' Request.......................................................   7
               Guarantors' Order.........................................................   7
               Holder....................................................................   7
               Indenture.................................................................   8
               Independent Public Accountants............................................   8
               Indexed Security..........................................................   8
               Interest..................................................................   8
               Interest Payment Date.....................................................   8
               Issue Date................................................................   8
               Judgment Currency.........................................................   8
               Lien......................................................................   8
               Maturity..................................................................   8
               New York Banking Day......................................................   8
               Obligations...............................................................   8
               Office....................................................................   8
               Agency....................................................................   8
               Officer's Certificate.....................................................   9
               Opinion of Counsel........................................................   9
               Original Issue Discount Security..........................................   9
               Outstanding...............................................................   9
               Paying Agent..............................................................  10
               Person....................................................................  10
               Place of Payment..........................................................  10
               Predecessor Security......................................................  10
               Preferred Stock...........................................................  11
               Redemption Date...........................................................  11
               Redemption Price..........................................................  11
               Registered Security.......................................................  11
               Regular Record Date.......................................................  11
               Required Currency.........................................................  11
               Responsible Officer.......................................................  11
               Restricted Subsidiary.....................................................  11
               Security..................................................................  11
               Securities................................................................  11
               Security Register.........................................................  11
               Security Registrar........................................................  11
               Special Record Date.......................................................  12
               Stated Maturity...........................................................  12
               Subsidiary................................................................  12
               Trust Indenture Act.......................................................  12
               Trustee...................................................................  12
               United States.............................................................  12
               United States Alien.......................................................  12



                                       ii



                                                                                     
               U.S. Depository...........................................................  12
               Depository................................................................  12
               Vice President............................................................  13
               Wholly Owned Subsidiary...................................................  13
Section 1.2.   Compliance Certificates and Opinions......................................  13
Section 1.3.   Form of Documents Delivered to Trustee....................................  13
Section 1.4.   Acts of Holders...........................................................  14
Section 1.5.   Notices, Etc. to Trustee, Company and any Guarantors......................  16
Section 1.6.   Notice to Holders of Securities; Waiver...................................  16
Section 1.7.   Language of Notices.......................................................  17
Section 1.8.   Conflict with Trust Indenture Act.........................................  18
Section 1.9.   Effect of Headings and Table of Contents..................................  18
Section 1.10.  Successors and Assigns....................................................  18
Section 1.11.  Separability Clause.......................................................  18
Section 1.12.  Benefits of Indenture.....................................................  18
Section 1.13.  Governing Law.............................................................  18
Section 1.14.  Legal Holidays............................................................  18
Section 1.15.  Counterparts..............................................................  19
Section 1.16.  Judgment Currency.........................................................  19
Section 1.17.  No Security Interest Created..............................................  19
Section 1.18.  Limitation on Individual Liability........................................  19
Section 1.19.  Submission to Jurisdiction................................................  20

                                    ARTICLE 2
                                SECURITIES FORMS

Section 2.1.   Forms Generally...........................................................  21
Section 2.2.   Form of Trustee's Certificate of Authentication...........................  21
Section 2.3.   Securities in Global Form.................................................  22

                                    ARTICLE 3
                                 THE SECURITIES

Section 3.1.   Amount Unlimited; Issuable in Series......................................  22
Section 3.2.   Currency; Denominations...................................................  26
Section 3.3.   Execution, Authentication, Delivery and Dating............................  26
Section 3.4.   Temporary Securities......................................................  28
Section 3.5.   Registration, Transfer and Exchange.......................................  29
Section 3.6.   Mutilated, Destroyed, Lost and Stolen Securities..........................  32
Section 3.7.   Payment of Interest and Certain Additional Amounts;
               Rights to Interest and Certain Additional Amounts Preserved...............  33
Section 3.8.   Persons Deemed Owners.....................................................  35
Section 3.9.   Cancellation..............................................................  36
Section 3.10.  Computation of Interest...................................................  36

                                    ARTICLE 4
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.1.   Satisfaction and Discharge................................................  36



                                       iii



                                                                                     
Section 4.2.   Defeasance and Covenant Defeasance........................................  38
Section 4.3.   Application of Trust Money................................................  42

                                          ARTICLE 5
                                          REMEDIES

Section 5.1.   Events of Default.........................................................  42
Section 5.2.   Acceleration of Maturity; Rescission and Annulment........................  45
Section 5.3.   Collection of Indebtedness and Suits for Enforcement by Trustee...........  46
Section 5.4.   Trustee May File Proofs of Claim..........................................  46
Section 5.5.   Trustee May Enforce Claims without Possession of Securities or Coupons....  47
Section 5.6.   Application of Money Collected............................................  48
Section 5.7.   Limitations on Suits......................................................  48
Section 5.8.   Unconditional Right of Holders to Receive Principal and any
               Premium, Interest and Additional Amounts..................................  49
Section 5.9.   Restoration of Rights and Remedies........................................  49
Section 5.10.  Rights and Remedies Cumulative............................................  49
Section 5.11.  Delay or Omission Not Waiver..............................................  49
Section 5.12.  Control by Holders of Securities..........................................  50
Section 5.13.  Waiver of Past Defaults...................................................  50
Section 5.14.  Waiver of Usury, Stay or Extension Laws...................................  50
Section 5.15.  Undertaking for Costs.....................................................  51

                                          ARTICLE 6
                                         THE TRUSTEE

Section 6.1.   Certain Rights of Trustee.................................................  51
Section 6.2.   Notice of Defaults........................................................  52
Section 6.3.   Not Responsible for Recitals or Issuance of Securities....................  53
Section 6.4.   May Hold Securities.......................................................  53
Section 6.5.   Money Held in Trust.......................................................  53
Section 6.6.   Compensation and Reimbursement............................................  53
Section 6.7.   Corporate Trustee Required; Eligibility...................................  54
Section 6.8.   Resignation and Removal; Appointment of Successor.........................  55
Section 6.9.   Acceptance of Appointment by Successor....................................  56
Section 6.10.  Merger, Conversion, Consolidation or Succession to Business...............  58
Section 6.11.  Appointment of Authenticating Agent.......................................  58

                                          ARTICLE 7
                HOLDERS LISTS AND REPORTS BY TRUSTEE, GUARANTORS AND COMPANY

Section 7.1.   Company to Furnish Trustee Names and Addresses of Holders.................  60
Section 7.2.   Preservation of Information; Communications to Holder.....................  60
Section 7.3.   Reports by Trustee........................................................  60
Section 7.4.   Reports by Company and the Guarantors.....................................  61



                                       iv



                                                                                     
                                    ARTICLE 8
                         CONSOLIDATION, MERGER AND SALES

Section 8.1.   Company May Consolidate, Etc., Only on Certain Terms......................  61
Section 8.2.   Successor Person Substituted for Company..................................  62
Section 8.3.   Guarantors May Consolidate, Etc., Only on Certain Terms...................  63
Section 8.4.   Successor Person Substituted for Guarantors...............................  63

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

Section 9.1.   Supplemental Indentures Without Consent of Holders........................  64
Section 9.2.   Supplemental Indentures with Consent of Holders...........................  65
Section 9.3.   Execution of Supplemental Indentures......................................  66
Section 9.4.   Effect of Supplemental Indentures.........................................  67
Section 9.5.   Reference in Securities to Supplemental Indentures........................  67
Section 9.6.   Conformity with Trust Indenture Act.......................................  67
Section 9.7.   Notice of Supplemental Indenture..........................................  67

                                   ARTICLE 10
                                    COVENANTS

Section 10.1.  Payment of Principal, any Premium, Interest and Additional Amounts........  67
Section 10.2.  Maintenance of Office or Agency...........................................  68
Section 10.3.  Money for Securities Payments to Be Held in Trust.........................  69
Section 10.4.  Additional Amounts........................................................  70
Section 10.5.  Limitation on Liens.......................................................  71
Section 10.6.  Limitation on Sale/Leaseback Transactions.................................  73
Section 10.7.  Issuance of Subsidiary Guarantees.........................................  74
Section 10.8.  Corporate Existence.......................................................  75
Section 10.9.  Waiver of Certain Covenants...............................................  75
Section 10.10. Company Statement as to Compliance; Notice of Certain Defaults............  75

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

Section 11.1.  Applicability of Article..................................................  76
Section 11.2.  Election to Redeem; Notice to Trustee.....................................  76
Section 11.3.  Selection by Trustee of Securities to be Redeemed.........................  76
Section 11.4.  Notice of Redemption......................................................  77
Section 11.5.  Deposit of Redemption Price...............................................  78
Section 11.6.  Securities Payable on Redemption Date.....................................  79
Section 11.7.  Securities Redeemed in Part...............................................  80

                                   ARTICLE 12
                                  SINKING FUNDS

Section 12.1.  Applicability of Article..................................................  80
Section 12.2.  Satisfaction of Sinking Fund Payments with Securities.....................  80



                                        v



                                                                                     
Section 12.3.  Redemption of Securities for Sinking Fund.................................  81

                                   ARTICLE 13
                       REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1.  Applicability of Article..................................................  81

                                   ARTICLE 14
                        SECURITIES IN FOREIGN CURRENCIES

Section 14.1.  Applicability of Article..................................................  82

                                   ARTICLE 15
                        MEETINGS OF HOLDERS OF SECURITIES

Section 15.1.  Purposes for Which Meetings May Be Called.................................  82
Section 15.2.  Call, Notice and Place of Meetings........................................  83
Section 15.3.  Persons Entitled to Vote at Meetings......................................  83
Section 15.4.  Quorum; Action............................................................  83
Section 15.5.  Determination of Voting Rights; Conduct and Adjournment of Meetings.......  84
Section 15.6.  Counting Votes and Recording Action of Meetings...........................  85

                                   ARTICLE 16
                                   GUARANTEES

Section 16.1.  The Unconditional Guarantee...............................................  85
Section 16.2.  Severability..............................................................  86
Section 16.3.  Limitation of Guarantors' Liability.......................................  86
Section 16.4.  Successors and Assigns....................................................  88
Section 16.5.  No Waiver.................................................................  88
Section 16.6.  Release of Guarantor......................................................  88
Section 16.7.  Execution of Supplemental Indenture for Future Guarantors.................  88
Section 16.8.  Execution and Delivery of Guarantee.......................................  89
Section 16.9.  Subordination of Subrogation and Other Rights.............................  89



                                       vi



      INDENTURE, dated as of _________, 2004 (this "Indenture"), among THE
LUBRIZOL CORPORATION, a corporation duly organized and existing under the laws
of the State of Ohio (hereinafter called the "Company"), having its principal
executive office located at 29400 Lakeland Boulevard, Wickliffe, Ohio, 44092,
and the guarantors from time to time parties hereto and listed on Schedule A
hereto (each, a "Guarantor" and, collectively, the "Guarantors") and Wells Fargo
Bank, National Association, a national banking association duly organized and
existing under the laws of the United States of America (hereinafter called the
"Trustee"), having its Corporate Trust Office located at ____.

                                    RECITALS

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (hereinafter called the
"Securities"), unlimited as to principal amount, to bear such rates of interest,
to mature at such time or times, to be issued in one or more series and to have
such other provisions as shall be fixed as hereinafter provided.

      The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

      For value received, each Guarantor has duly authorized the execution and
delivery of this Indenture to provide for the issuance of the Guarantee provided
for herein. All things necessary to make this Indenture a valid agreement of the
Guarantors, in accordance with its terms, have been done.

      This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this Indenture
and, to the extent applicable, shall be governed by such provisions.

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof and any Coupons (as herein defined), as
follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      Section 1.1. Definitions.

      Except as otherwise expressly provided in or pursuant to this Indenture or
unless the context otherwise requires, for all purposes of this Indenture:

                                     Sch A-1


            (1)   the terms defined in this Article have the meanings assigned
      to them in this Article, and include the plural as well as the singular;

            (2)   all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

            (3)   all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles in the United States of America and, except as otherwise herein
      expressly provided, the terms "generally accepted accounting principles"
      or "GAAP" with respect to any computation required or permitted hereunder
      shall mean such accounting principles as are generally accepted in the
      United States of America at the date or time of such computation;

            (4)   the words "herein," "hereof," "hereto" 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; and

            (5)   the word "or" is always used inclusively (for example, the
      phrase "A or B" means "A or B or both," not "either A or B but not both").

      Certain terms used principally in certain Articles hereof are defined in
those Articles.

            "Act," when used with respect to any Holders, has the meaning
specified in Section 1.4.

            "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company or the Guarantors in respect of certain taxes,
assessments or other governmental charges imposed on Holders specified therein
and which are owing to such Holders.

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

            "Attributable Debt" means, in respect of any Sale/Leaseback
Transaction, at any date as of which the amount thereof is to be determined, the
total net amount of rent required to be paid by the lessee of the property
subject to such Sale/Leaseback Transaction under the lease included in such
transaction during the remaining term thereof (including any period for which
such lease has been extended), discounted from the respective due dates thereof
to such date at the rate per annum equal to the weighted average of the interest
rate(s) of the Securities, or, in the case of Original Issue Discount
Securities, the yield to maturity, compounded semiannually. The net amount of
rent required to be paid under any such lease for any such period shall be the
aggregate amount of the rent payable by the lessee with respect to such period
after excluding amounts required to be paid on account of maintenance and
repairs, services, insurance, taxes, assessments, water rates and similar
charges and contingent rents (such as those based on sales).

                                        2


In the case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount of rent shall include the lesser of (i) the total
discounted net amount of rent required to be paid from the later of the first
date upon which such lease may be so terminated or the date of the determination
of such amount of rent, as the case may be, and (ii) the amount of such penalty
(in which event no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated).

            "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
Securities of one or more series.

            "Authorized Newspaper" means a newspaper, in an official language of
the place of publication or in the English language, customarily published on
each day that is a Business Day in the place of publication, whether or not
published on days that are legal holidays in the place of publication, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

            "Authorized Officer" means, when used with respect to the Company,
the Chairman of the Board of Directors, a Vice Chairman, the President, any Vice
President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company.

            "Bearer Security" means any Security in the form established
pursuant to Section 2.1 which is payable to bearer.

            "Board of Directors" means the board of directors of the Company or
any committee of that board duly authorized to act generally or in any
particular respect for the Company hereunder.

            "Board Resolution" means a copy of one or more resolutions,
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, delivered to the Trustee.

            "Business Day," with respect to any Place of Payment or other
location, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, any day other than a Saturday, Sunday or other day on
which banking institutions in such Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

            "Capital Stock" means (1) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of common stock and preferred stock of such Person, and (2) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

            "Capitalized Lease Obligation" means an obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with generally accepted

                                        3


accounting principles, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with such principles.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

            "Common Stock" in respect of any Corporation means Capital Stock of
any class or classes (however designated) which has no preference as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Corporation, and which is not
subject to redemption by such Corporation.

            "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person, and any other obligor upon the
Securities.

            "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by an Authorized Officer and
delivered to the Trustee.

            "Consolidated Assets" means all amounts that would be shown as
assets on a consolidated balance sheet of the Company and its Subsidiaries
prepared in accordance with GAAP.

            "Consolidated Net Tangible Assets" means, as of any particular time,
the aggregate amount of Consolidated Assets (less depreciation, amortization and
other applicable reserves and other items deductible therefrom under GAAP) after
deducting therefrom (a) all current liabilities (excluding any thereof which are
by their terms extendible or renewable at the option of the obligor thereon to a
time more than 12 months after the time as of which the amount thereof is being
computed), (b) all goodwill, trade names, trademarks, patents and other
intangibles, in each case net of applicable amortization, and (c) appropriate
adjustments on account of minority interests of other Persons holding stock of
the Company's Subsidiaries, all as would be shown on a consolidated balance
sheet of the Company and its Subsidiaries, prepared in accordance with GAAP, as
of the date of the most recent quarterly consolidated balance sheet of the
Company and its Subsidiaries, prepared in accordance with GAAP, provided that,
in the case of a balance sheet as of the end of the first, second or fourth
quarterly fiscal periods of the Company, the date of such balance sheet is not
more than 125 days prior to the date of determination (130 days for quarterly
fiscal periods for fiscal years ending on or after December 15, 2004 and before
December 15, 2005) and, in the case of a balance sheet as of the end of the
third quarterly fiscal period of the Company, the date of such balance sheet is
not more than 150 days prior to the date of determination (165 days for
quarterly fiscal periods for fiscal years ending on or after December 15, 2004
and before December 15, 2005).

                                        4


            "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which issued
such Foreign Currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.

            "Corporate Trust Office" means the principal corporate trust office
of the Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of original execution of this
Indenture is located at -.

            "Corporation" includes corporations and limited liability companies
and, except for purposes of Article 8, associations, companies and business
trusts.

            "Coupon" means any interest coupon appertaining to a Bearer
Security.

            "Credit Agreement" means the credit agreement providing, inter alia,
for revolving credit loans, term loans and/or letters of credit entered into
among the Company and/or any Subsidiary and one or more lenders on or about the
date hereof, together with all related notes, letters of credit, collateral
documents, guarantees, and any other related agreements and instruments executed
and delivered in connection therewith, in each case as amended, modified,
supplemented, refinanced, refunded or replaced in whole or in part from time to
time.

            "Currency," with respect to any payment, deposit or other transfer
in respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

            "CUSIP number" means the alphanumeric designation assigned to a
Security by Standard & Poor's Ratings Services, CUSIP Service Bureau.

            "Debt" or "Indebtedness" means, with respect to any Person, without
duplication:

            (1)   Obligations of such Person for money borrowed;

            (2)   all Obligations of such Person evidenced by bonds, debentures,
      notes or other similar instruments;

            (3)   all Capitalized Lease Obligations of such Person;

            (4)   all Obligations of such Person issued or assumed as the
      deferred purchase price of property, all conditional sale obligations and
      all Obligations under any title retention agreement (but excluding trade
      accounts payable and other accrued liabilities arising in the ordinary
      course of business that are not overdue by 90 days or more or are being
      contested in good faith by appropriate proceedings promptly instituted and
      diligently conducted);

                                        5


            (5)   all Obligations of such Person for the reimbursement of any
      obligor on any letter of credit, banker's acceptance or similar credit
      transaction (other than Obligations with respect to letters of credit
      securing Obligations (other than Obligations described in clauses (1)
      through (4) above) entered into in the ordinary course of business of such
      Person to the extent such letters of credit are not drawn upon or, if and
      to the extent drawn upon, such drawing is reimbursed no later than the
      third Business Day following receipt by such Person of demand for
      reimbursement following payment on the letter of credit);

            (6)   all Obligations of the type referred to in clauses (1) through
      (5) above of other Persons and all dividends of other Persons for the
      payment of which, in either case, such Person is responsible or liable as
      obligor, guarantor or otherwise;

            (7)   all Obligations of any other Person of the type referred to in
      clauses (1) through (6) which are secured by any Lien on any property or
      asset of such Person, the amount of such Obligation being deemed to be the
      lesser of the Fair Market Value of such property or asset or the amount of
      the Obligation so secured (whether or not such Obligation is assumed by
      such Person); and

            (8)   any amendments, modifications, refundings, renewals or
      extensions of any indebtedness or obligation described as Debt in clauses
      (1) through (7) above.

            "Defaulted Interest" has the meaning specified in Section 3.7.

            "Dollars" or "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

            "Event of Default" has the meaning specified in Section 5.1.

            "Fair Market Value" means, with respect to any asset or property,
the price which could be negotiated in an arm's-length, free market transaction,
for cash, between a willing seller and a willing and able buyer, neither of whom
is under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution.

            "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

            "Funded Debt" means indebtedness created, assumed or guaranteed by a
Person for money borrowed that matures by its terms, or is renewable by the
borrower to a date, more than 12 months after the date of original creation,
assumption or guarantee.

            "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments which issued the Foreign Currency in which the principal of or any
premium or interest on such Security or any Additional Amounts in respect
thereof shall be payable, in each case where the payment or payments

                                        6


thereunder are supported by the full faith and credit of such government or
governments or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments, in each case where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government or
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such 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 Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

            "Guarantee" or "Guarantees" means the unconditional guarantee of the
payment of the principal of, any premium or interest on, and any Additional
Amounts with respect to, the Securities by each of the Guarantors, as more fully
set forth in Article 16.

            "Guarantor" or "Guarantors" means the Persons named in Schedule A
hereto; provided that any Person constituting a Guarantor as described above
shall cease to constitute a Guarantor when its Guarantee is released in
accordance with the terms of this Indenture.

            "Guarantors' Board of Directors" means the boards of directors of
each Guarantor or any committee of any such board duly authorized to act
generally or in any particular respect for the respective Guarantor hereunder.

            "Guarantors' Board Resolution" means a copy of one or more
resolutions, certified by the Secretary or an Assistant Secretary of a Guarantor
to have been duly adopted by each of the Guarantors' Board of Directors and to
be in full force and effect on the date of such certification, delivered to the
Trustee.

            "Guarantors' Officer's Certificate" means a certificate signed by
the Chairman of the Guarantors' Board of Directors, a Vice Chairman, the
President, the Chief Financial Officer, the Chief Investment Officer, the Chief
Accounting Officer, the General Counsel or the Secretary of each Guarantor, that
complies with the requirements of Section 314(e) of the Trustee Indenture Act
and is delivered to the Trustee.

            "Guarantors' Request" and "Guarantors' Order" mean, respectively, a
written request or order, as the case may be, signed in the name of each
Guarantor by the Chairman of such Guarantor's Board of Directors, a Vice
Chairman, the President, the Chief Financial Officer, the Chief Investment
Officer, the Chief Accounting Officer, the General Counsel or the Secretary of
the Guarantor, and delivered to the Trustee.

            "Holder," in the case of any Registered Security, means the Person
in whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, means the bearer thereof and, in the case of any
Coupon, means the bearer thereof.

                                        7


            "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

            "Independent Public Accountants" means accountants or a firm of
accountants that, with respect to the Company, the Guarantors and any other
obligor under the Securities or the Coupons, are independent public accountants
within the meaning of the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, who may be the independent
public accountants regularly retained by the Company or the Guarantors or who
may be other independent public accountants. Such accountants or firm shall be
entitled to rely upon any Opinion of Counsel as to the interpretation of any
legal matters relating to this Indenture or certificates required to be provided
hereunder.

            "Indexed Security" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

            "Interest," with respect to any Original Issue Discount Security,
which by its terms bears interest only after Maturity, means interest payable
after Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.4 or 16.1, includes such
Additional Amounts.

            "Interest Payment Date," with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

            "Issue Date" means    , 2004, the date that the Securities are first
issued under this Indenture.

            "Judgment Currency" has the meaning specified in Section 1.16.

            "Lien" has the meaning specified in Section 10.5.

            "Maturity," with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

            "New York Banking Day" has the meaning specified in Section 1.16.

            "Obligations" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

            "Office" or "Agency," with respect to any Securities, means an
office or agency of the Company and the Guarantors maintained or designated in a
Place of Payment for such

                                        8


Securities pursuant to Section 10.2 or any other office or agency of the Company
and the Guarantors maintained or designated for such Securities pursuant to
Section 10.2 or, to the extent designated or required by Section 10.2 in lieu of
such office or agency, the Corporate Trust Office of the Trustee.

            "Officer" means, with respect to any Person, the Chief Executive
Officer, the Chief Financial Officer, Treasurer, President or any Vice President
of such Person.

            "Officer's Certificate" means a certificate signed by an Authorized
Officer that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may be
an employee of or counsel for the Company or the Guarantors, as the case may be,
or other counsel who shall be reasonably acceptable to the Trustee, that, if
required by the Trust Indenture Act, complies with the requirements of Section
314(e) of the Trust Indenture Act.

            "Original Issue Discount Security" means a Security issued pursuant
to this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 5.2.

            "Outstanding," when used with respect to any Securities, means, as
of the date of determination, all such Securities theretofore authenticated and
delivered under this Indenture, except:

            (a)   any such Security theretofore cancelled by the Trustee or the
      Security Registrar or delivered to the Trustee or the Security Registrar
      for cancellation;

            (b)   any such Security for whose payment at the Maturity thereof
      money in the necessary amount has been theretofore deposited pursuant
      hereto (other than pursuant to Section 4.2) with the Trustee or any Paying
      Agent (other than the Company or the Guarantors) in trust or set aside and
      segregated in trust by the Company or the Guarantors (if the Company shall
      act as its own, or authorize a Guarantor to act as, Paying Agent) for the
      Holders of such Securities and any Coupons appertaining thereto, provided
      that, if such Securities are to be redeemed, notice of such redemption has
      been duly given pursuant to this Indenture or provision therefor
      satisfactory to the Trustee has been made;

            (c)   any such Security with respect to which the Company or the
      Guarantors have effected defeasance pursuant to the terms hereof, except
      to the extent provided in Section 4.2;

            (d)   any such Security which has been paid pursuant to Section 3.6
      or in exchange for or in lieu of which other Securities have been
      authenticated and delivered pursuant to this Indenture, unless there shall
      have been presented to the Trustee proof satisfactory to it that such
      Security is held by a bona fide purchaser in whose hands such Security is
      a valid obligation of the Company; and

                                        9


            (e)   any such Security converted or exchanged as contemplated by
      this Indenture into securities of the Company or the Guarantors or another
      issuer, if the terms of such Security provide for such conversion or
      exchange pursuant to Section 3.1;

provided, however, that 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 or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company, the Guarantors or any other obligor
upon the Securities or any Affiliate of the Company, the Guarantors or such
other obligor, shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making any such
determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which shall have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A)
the pledgee's right so to act with respect to such Securities and (B) that the
pledgee is not the Company, the Guarantors or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate of the Company,
the Guarantors or such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

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

            "Place of Payment," with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to, such Security are payable as provided in or pursuant to
this Indenture or such Security.

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same Indebtedness as that
evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any

                                       10


Security to which a mutilated, destroyed, lost or stolen Coupon appertains shall
be deemed to evidence the same Indebtedness as the lost, destroyed, mutilated or
stolen Security or the Security to which a mutilated, destroyed, lost or stolen
Coupon appertains.

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

            "Redemption Date," with respect to any Security or portion thereof
to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

            "Redemption Price," with respect to any Security or portion thereof
to be redeemed, means the price at which it is to be redeemed as determined by
or pursuant to this Indenture or such Security.

            "Registered Security" means any Security established pursuant to
Section 2.1 which is registered in a Security Register.

            "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any, specified
in or pursuant to this Indenture or such Security as the "Regular Record Date."

            "Required Currency" has the meaning specified in Section 1.16.

            "Responsible Officer" means any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, or any trust officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

            "Restricted Subsidiary" means (1) any Wholly Owned Subsidiary of the
Company substantially all of the assets of which are located in the United
States (excluding territories or possessions) and (2) any Wholly Owned
Subsidiary of the Company which owns, directly or indirectly, any stock or
indebtedness of a Restricted Subsidiary.

            "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

            "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

                                       11


            "Special Record Date" for the payment of any Defaulted Interest on
any Registered Security means a date fixed by the Company pursuant to Section
3.7.

            "Stated Maturity," with respect to any Security or any installment
of principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due and
payable.

            "Subsidiary" means, with respect to any Person, (1) any corporation
of which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person and (2) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean each Person
who is then a Trustee hereunder; provided, however, that if at any time there is
more than one such Person, "Trustee" shall mean each such Person and as used
with respect to the Securities of any series shall mean the Trustee with respect
to the Securities of such series.

            "United States," except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

            "United States Alien," except as otherwise provided in or pursuant
to this Indenture or any Security, means any Person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

            "U.S. Depository" or "Depository" means, with respect to any
Security issuable or issued in the form of one or more global Securities, the
Person designated as U.S. Depository or Depository by the Company in or pursuant
to this Indenture, which Person must be, to the extent required by applicable
law or regulation, a clearing agency registered under the Securities Exchange
Act of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depository" or "Depository" shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such Securities.

                                       12


            "Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "Vice President."

            "Wholly Owned Subsidiary" means, with respect to the Company, any
Subsidiary of which all of the outstanding voting securities are owned by the
Company or any other Wholly Owned Subsidiary of the Company.

      Section 1.2. Compliance Certificates and Opinions.

      Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company or the Guarantors to the Trustee to take
any action under any provision of this Indenture, the Company or the Guarantors,
as the case may be, shall furnish to the Trustee an Officer's Certificate or a
Guarantors' Officer's Certificate stating that 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, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

            (1)   a statement that the individual signing such certificate or
      opinion has read such condition or covenant and the definitions herein
      relating thereto;

            (2)   a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

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

            (4)   a statement as to whether, in the opinion of such individual,
      such condition or covenant has been complied with.

      Section 1.3. Form of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                                       13


      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, provided
that such officer, after reasonable inquiry, has no reason to believe and does
not believe that the Opinion of Counsel with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, provided that such counsel, after reasonable inquiry, has no
reason to believe and does not believe that the certificate or opinion or
representations with respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Security, they may, but need not, be
consolidated and form one instrument.

      Section 1.4. Acts of Holders.

            (1)   Any request, demand, authorization, direction, notice,
      consent, waiver or other action provided by or pursuant to this Indenture
      to be given or taken by Holders may be embodied in and evidenced by one or
      more instruments of substantially similar tenor signed by such Holders in
      person or by an agent duly appointed in writing. If, but only if,
      Securities of a series are issuable as Bearer Securities, any request,
      demand, authorization, direction, notice, consent, waiver or other action
      provided in or pursuant to this Indenture to be given or taken by Holders
      of Securities of such series may, alternatively, be embodied in and
      evidenced by the record of Holders of Securities of such series voting in
      favor thereof, either in person or by proxies duly appointed in writing,
      at any meeting of Holders of Securities of such series duly called and
      held in accordance with the provisions of Article 15, or a combination of
      such instruments and any such record. Except as herein otherwise expressly
      provided, such action shall become effective when such instrument or
      instruments or record or both are delivered to the Trustee and, where it
      is hereby expressly required, to the Company or the Guarantors or both of
      them. Such instrument or instruments and any such record (and the action
      embodied therein and evidenced thereby) are herein sometimes referred to
      as the "Act" of the Holders signing such instrument or instruments or so
      voting at any such meeting. Proof of execution of any such instrument or
      of a writing appointing any such agent, or of the holding by any Person of
      a Security, shall be sufficient for any purpose of this Indenture and
      (subject to Section 315 of the Trust Indenture Act) conclusive in favor of
      the Trustee, the Company, the Guarantors and any agent of the Trustee, the
      Company or the Guarantors, if made in the manner provided in this Section.
      The record of any meeting of Holders of Securities shall be proved in the
      manner provided in Section 15.6.

            Without limiting the generality of this Section 1.4, unless
      otherwise provided in or pursuant to this Indenture, a Holder, including a
      U.S. Depository that is a Holder of a global Security, may make, give or
      take, by a proxy or proxies, duly appointed in writing, any request,
      demand, authorization, direction, notice, consent, waiver or other Act
      provided in or pursuant to this Indenture to be made, given or taken by
      Holders, and a U.S. Depository that is a Holder of a global Security may
      provide its proxy or proxies to

                                       14


      the beneficial owners of interests in any such global Security through
      such U.S. Depository's standing instructions and customary practices.

            The Company shall fix a record date for the purpose of determining
      the Persons who are beneficial owners of interests in any permanent global
      Security held by a U.S. Depository entitled under the procedures of such
      U.S. Depository to make, give or take, by a proxy or proxies duly
      appointed in writing, any request, demand, authorization, direction,
      notice, consent, waiver or other Act provided in or pursuant to this
      Indenture to be made, given or taken by Holders. If such a record date is
      fixed, the Holders on such record date or their duly appointed proxy or
      proxies, and only such Persons, shall be entitled to make, give or take
      such request, demand, authorization, direction, notice, consent, waiver or
      other Act, whether or not such Holders remain Holders after such record
      date. No such request, demand, authorization, direction, notice, consent,
      waiver or other Act shall be valid or effective if made, given or taken
      more than 90 days after such record date.

            (2)   The fact and date of the execution by any Person of any such
      instrument or writing referred to in this Section 1.4 may be proved in any
      reasonable manner; and the Trustee may in any instance require further
      proof with respect to any of the matters referred to in this Section.

            (3)   The ownership, principal amount and serial numbers of
      Registered Securities held by any Person, and the date of the commencement
      and the date of the termination of holding the same, shall be proved by
      the Security Register.

            (4)   The ownership, principal amount and serial numbers of Bearer
      Securities held by any Person, and the date of the commencement and the
      date of the termination of holding the same, may be proved by the
      production of such Bearer Securities or by a certificate executed, as
      depositary, by any trust company, bank, banker or other depositary
      reasonably acceptable to the Company and the Guarantors, wherever
      situated, if such certificate shall be deemed by the Company, the
      Guarantors and the Trustee to be satisfactory, showing that at the date
      therein mentioned such Person had on deposit with such depositary, or
      exhibited to it, the Bearer Securities therein described; or such facts
      may be proved by the certificate or affidavit of the Person holding such
      Bearer Securities, if such certificate or affidavit is deemed by the
      Trustee to be satisfactory. The Trustee, the Company and the Guarantors
      may assume that such ownership of any Bearer Security continues until (i)
      another certificate or affidavit bearing a later date issued in respect of
      the same Bearer Security is produced, or (ii) such Bearer Security is
      produced to the Trustee by some other Person, or (iii) such Bearer
      Security is surrendered in exchange for a Registered Security, or (iv)
      such Bearer Security is no longer Outstanding. The ownership, principal
      amount and serial numbers of Bearer Securities held by the Person so
      executing such instrument or writing and the date of the commencement and
      the date of the termination of holding the same may also be proved in any
      other manner which the Company, the Guarantors and the Trustee deem
      sufficient.

            (5)   If the Company or the Guarantors shall solicit from the
      Holders of any Registered Securities any request, demand, authorization,
      direction, notice, consent,

                                       15


      waiver or other Act, the Company or the Guarantors, as the case may be,
      may at its option (but is not obligated to), by Board Resolution or
      Guarantors' Board Resolution, as the case may be, fix in advance a record
      date for the determination of Holders of Registered Securities entitled to
      give such request, demand, authorization, direction, notice, consent,
      waiver or other Act. If such a record date is fixed, such request, demand,
      authorization, direction, notice, consent, waiver or other Act may be
      given before or after such record date, but only the Holders of Registered
      Securities of record at the close of business on such record date shall be
      deemed to be Holders for the purpose of determining whether Holders of the
      requisite proportion of Outstanding Securities have authorized or agreed
      or consented to such request, demand, authorization, direction, notice,
      consent, waiver or other Act, and for that purpose the Outstanding
      Securities shall be computed as of such record date; provided that no such
      authorization, agreement or consent by the Holders of Registered
      Securities 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.

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

      Section 1.5. Notices, Etc. to Trustee, Company and any Guarantors.

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,

            (1)   the Trustee by any Holder, any Guarantor or the Company shall
      be sufficient for every purpose hereunder if made, given, furnished or
      filed in writing to or with the Trustee at its Corporate Trust Office, or

            (2)   the Company or any Guarantor, as the case may be, by the
      Trustee or any Holder shall be sufficient for every purpose hereunder
      (unless otherwise herein expressly provided) if in writing and mailed,
      first-class postage prepaid, to the Company or the Guarantors, as the case
      may be, addressed to the attention of its Treasurer, with a copy to the
      attention of its General Counsel, at the address of its principal office
      specified in the first paragraph of this instrument or at any other
      address previously furnished in writing to the Trustee by the Company or
      the Guarantors, as the case may be.

      Section 1.6. Notice to Holders of Securities; Waiver.

      Except as otherwise expressly provided in or pursuant to this Indenture,
where this Indenture provides for notice to Holders of Securities of any event,

                                       16


            (1)   such notice shall be sufficiently given to Holders of
      Registered Securities if in writing and mailed, first-class postage
      prepaid, to each Holder of a Registered Security affected by such event,
      at his address as it appears in the Security Register, not later than the
      latest date, and not earlier than the earliest date, prescribed for the
      giving of such notice; and

            (2)   such notice shall be sufficiently given to Holders of Bearer
      Securities, if any, if published in an Authorized Newspaper in The City of
      New York and, if such Securities are then listed on any stock exchange
      outside the United States, in an Authorized Newspaper in such city as the
      Company shall advise the Trustee that such stock exchange so requires, on
      a Business Day at least twice, the first such publication to be not
      earlier than the earliest date and the second such publication not later
      than the latest date prescribed for the giving of such notice.

      In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

      In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearers Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

      Section 1.7. Language of Notices.

      Any request, demand, authorization, direction, notice, consent, election
or waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company or the Guarantors, as the case may be, so
elect, any published notice may be in an official language of the country of
publication.

                                       17


      Section 1.8. Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

      Section 1.9. Effect of Headings and Table of Contents.

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

      Section 1.10. Successors and Assigns.

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

      Section 1.11. Separability Clause.

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

      Section 1.12. Benefits of Indenture.

      Nothing in this Indenture, any Security or any Coupon, express or implied,
shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent and their successors hereunder and
the Holders of Securities or Coupons, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

      Section 1.13. Governing Law.

      This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
state.

      Section 1.14. Legal Holidays.

      Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or exchangeable,
shall be a legal holiday at any Place of Payment, then (notwithstanding any
other provision of this Indenture, any Security or any Coupon other than a
provision in any Security or Coupon that specifically states that such provision
shall apply in lieu hereof) payment need not be made at such Place of Payment on
such date, and such Securities need not be converted or exchanged on such date
but such payment may be made, and such Securities may be converted or exchanged,
on the next succeeding day that is a Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or at the
Stated Maturity or

                                       18


Maturity or on such last day for conversion or exchange, and no interest shall
accrue on the amount payable on such date or at such time for the period from
and after such Interest Payment Date, Stated Maturity, Maturity or last day for
conversion or exchange to such next succeeding Business Day.

      Section 1.15. Counterparts.

      This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

      Section 1.16. Judgment Currency.

      The Company and each Guarantor agree, to the fullest extent that they may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the
principal of, or premium or interest, if any, or Additional Amounts on the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the requisite amount of the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final unappealable judgment is given and (b) their
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or executive
order to be closed.

      Section 1.17. No Security Interest Created.

      Subject to the provisions of Section 10.5, nothing in this Indenture or in
any Securities, express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect in any jurisdiction where property of the
Company, the Guarantors or their respective Subsidiaries is or may be located
including, without limitation, stock of any foreign entity held by the Company.

      Section 1.18. Limitation on Individual Liability.

      No recourse under or upon any obligation, covenant or agreement contained
in this Indenture or in any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator, shareholder
(except in a shareholder's corporate capacity as Guarantor), officer or
director, as such, past, present or future, of the Company or any Guarantor,

                                       19

as the case may be, either directly or through the Company or any Guarantor, as
the case may be, 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 this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, shareholders,
officers or directors, as such, of the Company or any Guarantor, as the case may
be, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom; and that
any and all such personal liability of every name and nature, either at common
law or in equity or by constitution or statute, of, and any and all such rights
and claims against, every such incorporator, shareholder, officer or director,
as such, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of such Security.

      Section 1.1. Submission to Jurisdiction.

      The Company and each Guarantor agree that any judicial proceedings
instituted in relation to any matter arising under this Indenture, the
Securities or any Coupons appertaining thereto may be brought in any United
States federal or New York State court sitting in the Borough of Manhattan, The
City of New York, New York to the extent that such court has subject matter
jurisdiction over the controversy, and, by execution and delivery of this
Indenture, the Company and each Guarantor each hereby irrevocably accepts,
generally and unconditionally, the jurisdiction of the aforesaid courts,
acknowledges their competence and irrevocably agrees to be bound by any
judgement rendered in such proceeding. The Company and each Guarantor each also
irrevocably and unconditionally waives for the benefit of the Trustee and the
Holders of the Securities and Coupons any immunity from jurisdiction and any
immunity from legal process (whether through service or notice, attachment prior
to judgement, attachment in the aid of execution, execution or otherwise) in
respect of this Indenture. The Company and each Guarantor each hereby
irrevocably designates and appoints for the benefit of the Trustee and the
Holders of the Securities and Coupons for the term of this Indenture - , as its
agent to receive on its behalf service of all process (with a copy of all such
service of process to be delivered to the Vice President and General Counsel of
the Company) brought against it with respect to any such proceeding in any such
court in The City of New York, such service being hereby acknowledged by each of
the Company and the Guarantors to be effective and binding service on it in
every respect whether or not the Company or each Guarantor, as the case may be,
shall then be doing or shall have at any time done business in New York. Such
appointment shall be irrevocable so long as any of the Securities or Coupons or
the respective obligations of the Company and each Guarantor hereunder remain
outstanding, or until the appointment of a successor by the Company or the
Guarantors, as the case may be, and such successor's acceptance of such
appointment. Upon such acceptance the Company or the Guarantors, as the case may
be, shall notify the Trustee of the name and address of such successor. The
Company and each Guarantor each further agree for the benefit of the Trustee and
the Holders of the Securities and the Coupons to take any and all action,
including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of
said - in full force and effect so long as any of the

                                       20

Securities or Coupons or the respective obligations of the Company and the
Guarantors hereunder shall be outstanding. The Trustee shall not be obligated
and shall have no responsibility with respect to any failure by the Company or
any Guarantor to take any such action. Nothing herein shall affect the right to
serve process in any other manner permitted by any law or limit the right of the
Trustee or any Holder to institute proceedings against the Company or the
Guarantors in the courts of any other jurisdiction or jurisdictions.

                                   ARTICLE 2

                                SECURITIES FORMS

      Section 2.1. Forms Generally.

      Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant
to this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

      Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

      Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Company executing such
Securities or Coupons, as evidenced by their execution of such Securities or
Coupons.

      Section 2.2. Form of Trustee's Certificate of Authentication.

      Subject to Section 6.11, the Trustee's certificate of authentication 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.

                              Wells Fargo Bank, National Association, as Trustee

                              By ________________________________________
                              Authorized Officer

                                       21


      Section 2.3. Securities in Global Form.

      Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver, in each case at the Company's
expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officer's Certificate and need not be
accompanied by an Opinion of Counsel.

      Notwithstanding the provisions of Section 3.7, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, and any Additional Amounts in respect of, any Security
in temporary or permanent global form shall be made to the Person or Persons
specified therein.

      Notwithstanding the provisions of Section 3.8 and except as provided in
the preceding paragraph, the Company, the Guarantors, the Trustee and any agent
of the Company, the Guarantors or the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a global Security (i)
in the case of a global Security in registered form, the Holder of such global
Security in registered form, or (ii) in the case of a global Security in bearer
form, the Person or Persons specified pursuant to Section 3.1.

                                    ARTICLE 3

                                 THE SECURITIES

      Section 3.1. Amount Unlimited; Issuable in Series.

      The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series.

      With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officer's Certificate, or established in one or more indentures
supplemental hereto,

                                       22


            (1)   the title of such Securities and the series in which such
      Securities shall be included;

            (2)   any limit upon the aggregate principal amount of the
      Securities of such title or the Securities of such 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 such series pursuant to
      Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon repayment in part of any
      Registered Security of such series pursuant to Article 13, upon surrender
      in part of any Registered Security for conversion into other securities of
      the Company or exchange for securities of the Guarantors or another issuer
      pursuant to its terms, or pursuant to or as contemplated by the terms of
      such Securities);

            (3)   if such Securities are to be issuable as Registered
      Securities, as Bearer Securities or alternatively as Bearer Securities and
      Registered Securities, and whether the Bearer Securities are to be
      issuable with Coupons, without Coupons or both, and any restrictions
      applicable to the offer, sale or delivery of the Bearer Securities and the
      terms, if any, upon which Bearer Securities may be exchanged for
      Registered Securities and vice versa;

            (4)   if any of such Securities are to be issuable in global form,
      when any of such Securities are to be issuable in global form and (i)
      whether such Securities are to be issued in temporary or permanent global
      form or both, (ii) whether beneficial owners of interests in any such
      global Security may exchange such interests for Securities of the same
      series and of like tenor and of any authorized form and denomination, and
      the circumstances under which any such exchanges may occur, if other than
      in the manner specified in Section 3.5, and (iii) the name of the
      Depository or the U.S. Depository, as the case may be, with respect to any
      such global Security;

            (5)   if any of such Securities are to be issuable as Bearer
      Securities or in global form, the date as of which any such Bearer
      Security or global Security shall be dated (if other than the date of
      original issuance of the first of such Securities to be issued);

            (6)   if any of such Securities are to be issuable as Bearer
      Securities, whether interest in respect of any portion of a temporary
      Bearer Security in global form shall be payable in respect of an Interest
      Payment Date therefor prior to the exchange, if any, of such temporary
      Bearer Security for definitive Securities shall be paid to any clearing
      organization with respect to the portion of such temporary Bearer Security
      held for its account and, in such event, the terms and conditions
      (including any certification requirements) upon which any such interest
      payment received by a clearing organization will be credited to the
      Persons entitled to interest payable on such Interest Payment Date;

            (7)   the date or dates, or the method or methods, if any, by which
      such date or dates shall be determined, on which the principal of such
      Securities is payable;

            (8)   the rate or rates at which such Securities shall bear
      interest, if any, or the method or methods, if any, by which such rate or
      rates are to be determined, the date or

                                       23


      dates, if any, from which such interest shall accrue or the method or
      methods, if any, by which such date or dates are to be determined, the
      Interest Payment Dates, if any, on which such interest shall be payable
      and the Regular Record Date, if any, for the interest payable on
      Registered Securities on any Interest Payment Date, whether and under what
      circumstances Additional Amounts on such Securities or any of them shall
      be payable, the notice, if any, to Holders regarding the determination of
      interest on a floating rate Security and the manner of giving such notice,
      and the basis upon which interest shall be calculated if other than that
      of a 360-day year of twelve 30-day months;

            (9)   if in addition to or other than the Borough of Manhattan, The
      City of New York, the place or places where the principal of, any premium
      and interest on or any Additional Amounts with respect to such Securities
      shall be payable, any of such Securities that are Registered Securities
      may be surrendered for registration of transfer or exchange, any of such
      Securities may be surrendered for conversion or exchange and notices or
      demands to or upon the Company or the Guarantors in respect of such
      Securities and this Indenture may be served, the extent to which, or the
      manner in which, any interest payment or Additional Amounts on a global
      Security on an Interest Payment Date, will be paid and the manner in which
      any principal of or premium, if any, on any global Security will be paid;

            (10)  whether any of such Securities are to be redeemable at the
      option of the Company and, if so, the date or dates on which, the period
      or periods within which, the price or prices at which and the other terms
      and conditions upon which such Securities may be redeemed, in whole or in
      part, at the option of the Company;

            (11)  whether the Company is obligated to redeem or purchase any of
      such Securities pursuant to any sinking fund or analogous provision or at
      the option of any Holder thereof and, if so, the date or dates on which,
      the period or periods within which, the price or prices at which and the
      other terms and conditions upon which such Securities shall be redeemed or
      purchased, in whole or in part, pursuant to such obligation, and any
      provisions for the remarketing of such Securities so redeemed or
      purchased;

            (12)  the denominations in which any of such Securities that are
      Registered Securities shall be issuable if other than in denominations of
      $1,000 and any integral multiple thereof, and the denominations in which
      any of such Securities that are Bearer Securities shall be issuable if
      other than the denomination of $5,000;

            (13)  whether the Securities of the series will be convertible into
      other securities of the Company and/or exchangeable for securities of the
      Guarantors or another issuer, and if so, the terms and conditions upon
      which such Securities will be so convertible or exchangeable, and any
      deletions from or modifications or additions to this Indenture to permit
      or to facilitate the issuance of such convertible or exchangeable
      Securities or the administration thereof;

            (14)  if other than the principal amount thereof, the portion of the
      principal amount of any of such Securities that shall be payable upon
      declaration of acceleration of

                                       24


      the Maturity thereof pursuant to Section 5.2 or the method by which such
      portion is to be determined;

            (15)  if other than Dollars, the Foreign Currency in which payment
      of the principal of, any premium or interest on or any Additional Amounts
      with respect to any of such Securities shall be payable;

            (16)  if the principal of, any premium or interest on or any
      Additional Amounts with respect to any of such Securities are to be
      payable, at the election of the Company or a Holder thereof or otherwise,
      in Dollars or in a Foreign Currency other than that in which such
      Securities are stated to be payable, the date or dates on which, the
      period or periods within which, and the other terms and conditions upon
      which, such election may be made, and the time and manner of determining
      the exchange rate between the Currency in which such Securities are stated
      to be payable and the Currency in which such Securities or any of them are
      to be paid pursuant to such election, and any deletions from or
      modifications of or additions to the terms of this Indenture to provide
      for or to facilitate the issuance of Securities denominated or payable, at
      the election of the Company or a Holder thereof or otherwise, in a Foreign
      Currency;

            (17)  whether the amount of payments of principal of, any premium or
      interest on or any Additional Amounts with respect to such Securities may
      be determined with reference to an index, formula or other method or
      methods (which index, formula or method or methods may be based, without
      limitation, on one or more Currencies, commodities, equity securities,
      equity indices or other indices), and, if so, the terms and conditions
      upon which and the manner in which such amounts shall be determined and
      paid or payable;

            (18)  any deletions from, modifications of or additions to the
      Events of Default or covenants of the Company or the Guarantors with
      respect to any of such Securities, whether or not such Events of Default
      or covenants are consistent with the Events of Default or covenants set
      forth herein;

            (19)  whether either or both of Section 4.2(2) relating to
      defeasance or Section 4.2(3) relating to covenant defeasance shall not be
      applicable to the Securities of such series, or any covenants in addition
      to those specified in Section 4.2(3) relating to the Securities of such
      series which shall be subject to covenant defeasance, and any deletions
      from, or modifications or additions to, the provisions of Article 4 in
      respect of the Securities of such series;

            (20)  whether any of such Securities are to be issuable upon the
      exercise of warrants, and the time, manner and place for such Securities
      to be authenticated and delivered;

            (21)  if any of such Securities are to be issuable in global form
      and are to be issuable in definitive form (whether upon original issue or
      upon exchange of a temporary Security) only upon receipt of certain
      certificates or other documents or satisfaction of other conditions, then
      the form and terms of such certificates, documents or conditions;

                                       25


            (22)  if there is more than one Trustee, the identity of the Trustee
      and, if not the Trustee, the identity of each Security Registrar, Paying
      Agent or Authenticating Agent with respect to such Securities; and

            (23)  any other terms of such Securities and any other deletions
      from or modifications or additions to this Indenture in respect of such
      Securities.

      All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officer's Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officer's Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officer's Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officer's Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

      If any of the terms of the Securities of any series shall be established
by action taken by or pursuant to a Board Resolution, the Board Resolution shall
be delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth the terms of such series.

      Section 3.2. Currency; Denominations.

      Unless otherwise provided in or pursuant to this Indenture, the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. Unless otherwise provided in or pursuant
to this Indenture, Registered Securities denominated in Dollars shall be
issuable in registered form without Coupons in denominations of $1,000 and any
integral multiple thereof, and the Bearer Securities denominated in Dollars
shall be issuable in denominations of $5,000. Securities not denominated in
Dollars shall be issuable in such denominations as are established with respect
to such Securities in or pursuant to this Indenture.

      Section 3.3. Execution, Authentication, Delivery and Dating.

      Securities shall be executed on behalf of the Company by its Chairman of
the Board, a Vice Chairman, its Chief Executive Officer, its President, its
Treasurer or a Vice President and attested by its Secretary or one of its
Assistant Secretaries. Coupons shall be executed on behalf of the Company by the
Treasurer or any Assistant Treasurer of the Company. The signature of any of
these officers on the Securities or any Coupons appertaining thereto may be
manual or facsimile.

                                       26


      Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the Company and the Guarantors, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities and Coupons or did not hold such
offices at the date of original issuance of such Securities or Coupons.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officer's Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 3.1 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee
shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in relying upon,

            (1)   an Opinion of Counsel to the effect that:

                  (a)   the form or forms and terms of such Securities and
            Coupons, if any, have been established in conformity with the
            provisions of this Indenture;

                  (b)   all conditions precedent to the authentication and
            delivery of such Securities and Coupons, if any, appertaining
            thereto, have been complied with and that such Securities and
            Coupons, when completed by appropriate insertions, executed and
            attested by duly authorized officers of the Company, delivered by
            duly authorized officers of the Company to the Trustee for
            authentication pursuant to this Indenture, and 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 legally valid and binding obligations of the Company,
            enforceable against the Company in accordance with their terms,
            except as enforcement thereof may be subject to or limited by
            bankruptcy, insolvency, reorganization, moratorium, arrangement,
            fraudulent conveyance, fraudulent transfer or other similar laws
            relating to or affecting creditors' rights generally, and subject to
            general principles of equity (regardless of whether enforcement is
            sought in a proceeding in equity or at law) and will entitle the
            Holders thereof to the benefits of this Indenture, including the
            Guarantee; provided, however, that such Opinion of Counsel need
            express no opinion as to the availability of equitable remedies;

                  (c)   all laws and requirements in respect of the execution
            and delivery by the Company of such Securities and Coupons, if any,
            have been complied with; and

                  (d)   this Indenture has been qualified under the Trust
            Indenture Act; and

                                       27


                  (2)   an Officer's Certificate and a Guarantors' Officer's
            Certificate, in each case stating that, to the best knowledge of the
            Persons executing such certificate, all conditions precedent to the
            execution, authentication and delivery of such Securities and
            Coupons, if any, appertaining thereto, have been complied with, and
            no event which is, or after notice or lapse of time would become, an
            Event of Default with respect to any of the Securities shall have
            occurred and be continuing.

      If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel and an Officer's
Certificate and Guarantors' Officer's Certificate at the time of issuance of
each Security, but such opinion and certificates, with appropriate
modifications, shall be delivered at or before the time of issuance of the first
Security of such series. After any such first delivery, any separate written
request by an Authorized Officer of the Company or any person designated in
writing by an Authorized Officer that the Trustee authenticate and deliver
Securities of such series for original issue will be deemed to be a
certification by the Company and the Guarantors that all conditions precedent
provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with and that no Event of Default with
respect to any of the Securities has occurred or is continuing.

      The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

      Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

      No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 2.2 or 6.11 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

      Section 3.4. Temporary Securities.

      Pending the preparation of definitive Securities, the Company may execute
and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as

                                       28


the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

      Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities are
issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof. Upon
surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security; and provided
further that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in or
pursuant to this Indenture. Unless otherwise provided in or pursuant to this
Indenture with respect to a temporary global Security, until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

      Section 3.5. Registration, Transfer and Exchange.

      With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

      Upon surrender for registration of transfer of any Registered Security of
any series at any Office or Agency for such series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.

                                       29


      At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

      If provided in or pursuant to this Indenture, with respect to Securities
of any series, at the option of the Holder, Bearer Securities of such series may
be exchanged for Registered Securities of such series containing identical
terms, denominated as authorized in or pursuant to this Indenture and in the
same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company,
the Guarantors and the Trustee in an amount equal to the face amount of such
missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons
may be waived by the Company, the Guarantors and the Trustee if there is
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing Coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for such
series located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such Office or Agency for
such series in exchange for a Registered Security of such series and like tenor
after the close of business at such Office or Agency on (i) any Regular Record
Date and before the opening of business at such Office or Agency on the next
succeeding Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such Office or Agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the Coupon
relating to such Interest Payment Date or proposed date of payment, as the case
may be (or, if such Coupon is so surrendered with such Bearer Security, such
Coupon shall be returned to the Person so surrendering the Bearer Security), and
interest or Defaulted Interest shall not be payable on such Interest Payment
Date or proposed date for payment in respect of the Registered Security issued
in exchange for such Bearer Security, but shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.

      If provided in or pursuant to this Indenture with respect to Securities of
any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

      Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall

                                       30


authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

      Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, any global Security shall be exchangeable for definitive
Securities only if (i) the Depository is at any time unwilling, unable or
ineligible to continue as depository and a successor depository is not appointed
by the Company within 90 days of the date the Company is so informed in writing,
(ii) the Company executes and delivers to the Trustee a Company Order to the
effect that such global Security shall be so exchangeable, or (iii) an Event of
Default has occurred and is continuing with respect to the Securities. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to this
Indenture, and of the same series, containing identical terms and in aggregate
principal amount equal to the principal amount of such global Security, executed
by the Company. On or after the earliest date on which such interests may be so
exchanged, such global Security shall be surrendered from time to time by the
U.S. Depository or such other Depository as shall be specified in the Company
Order with respect thereto, and in accordance with instructions given to the
Trustee and the U.S. Depository or such other Depository, as the case may be
(which instructions shall be in writing but need not be contained in or
accompanied by an Officer's Certificate or be accompanied by an Opinion of
Counsel), as shall be specified in the Company Order with respect thereto to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
in part, for definitive Securities as described above without charge. The
Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered global Security, a like aggregate principal amount
of definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such global Security to be exchanged, which (unless
such Securities are not issuable both as Bearer Securities and as Registered
Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof, but subject to the satisfaction of
any certification or other requirements to the issuance of Bearer Securities;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities of the same
series to be redeemed and ending on the relevant Redemption Date; and provided
further that (unless otherwise provided in or pursuant to this Indenture) no
Bearer Security delivered in exchange for a portion of a global Security shall
be mailed or otherwise delivered to any location in the United States. Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depository or the U.S. Depository or such other Depository
or U.S. Depository referred to above in accordance with the instructions of the
Company referred to above. If a Registered Security is issued in exchange for
any portion of a global Security after the close of business at the Office or
Agency for such Security where such exchange occurs on or after (i) any Regular
Record Date for such Security and before the opening of business at such Office
or Agency on the next succeeding Interest Payment Date, or (ii) any Special
Record Date for such Security and before the opening of business at such Office
or Agency on the related proposed date for payment of interest or

                                       31


Defaulted Interest, as the case may be, interest shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but shall be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such global Security shall
be payable in accordance with the provisions of this Indenture.

      All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company and each Guarantor,
respectively, evidencing the same debt and entitling the Holders thereof to the
same benefits under this Indenture as the Securities surrendered upon such
registration of transfer or exchange.

      Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security duly executed by the Holder thereof or his
attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge and any other
expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer.

      Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption of Securities of like tenor and the
same series under Section 11.3 and ending at the close of business on the day of
such mailing, or (ii) to register the transfer of or exchange any Registered
Security selected for redemption in whole or in part, except in the case of any
Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security selected for redemption except, to the
extent provided with respect to such Bearer Security, that such Bearer Security
may be exchanged for a Registered Security of like tenor and the same series,
provided that such Registered Security shall be immediately surrendered for
redemption with written instruction for payment consistent with the provisions
of this Indenture, or (iv) to issue, register the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not to
be so repaid.

      Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

      If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute, and the Trustee shall authenticate
and deliver in exchange therefor, a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

                                       32


      If there is delivered to the Company, any Guarantor and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company, any Guarantor or the Trustee that such Security or
Coupon has been acquired by a bona fide purchaser, the Company shall execute
and, upon the Company's request the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen Coupon appertains
with all appurtenant Coupons not destroyed, lost or stolen, a new Security of
the same series containing identical terms and of like principal amount and
bearing a number not contemporaneously outstanding, with Coupons appertaining
thereto corresponding to the Coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or
stolen Coupon appertains.

      Notwithstanding the foregoing provisions of this Section 3.6, in case any
mutilated, destroyed, lost or stolen Security or Coupon has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security or Coupon; provided, however, that payment of
principal of, any premium or interest on or any Additional Amounts with respect
to any Bearer Securities shall, except as otherwise provided in Section 10.2, be
payable only at an Office or Agency for such Securities located outside the
United States and, unless otherwise provided in or pursuant to this Indenture,
any interest on Bearer Securities and any Additional Amounts with respect to
such interest shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.

      Upon the issuance of any new Security under this Section 3.6, 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 (including the fees and expenses of the Trustee) connected therewith.

      Every new Security with any Coupons appertaining thereto issued pursuant
to this Section 3.6 in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen Coupon appertains,
shall constitute a separate obligation of the Company and the Guarantors,
whether or not the destroyed, lost or stolen Security and Coupons appertaining
thereto or the destroyed, lost or stolen Coupon shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

      The provisions of this Section 3.6, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.

      Section 3.7. Payment of Interest and Certain Additional Amounts; Rights to
Interest and Certain Additional Amounts Preserved.

      Unless otherwise provided in or pursuant to this Indenture, any interest
on and any Additional Amounts with respect to any Registered Security that shall
be payable, and are punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in

                                       33


whose name such Security (or one or more Predecessor Securities) is registered
as of the close of business on the Regular Record Date for such interest.

      Unless otherwise provided in or pursuant to this Indenture, any interest
on and any Additional Amounts with respect to any Registered Security that shall
be payable, but shall not be punctually paid or duly provided for, on any
Interest Payment Date for such Registered Security (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company or any Guarantor, at its election
in each case, as provided in clause (1) or (2) below:

            (1)   The Company or any Guarantor, as the case may be, may elect to
      make payment of any Defaulted Interest to the Person in whose name such
      Registered Security (or a Predecessor Security thereof) shall be
      registered at the close of business on a Special Record Date for the
      payment of such Defaulted Interest, which shall be fixed by the Company in
      the following manner. The Company or any Guarantor, as the case may be,
      shall notify the Trustee in writing of the amount of Defaulted Interest
      proposed to be paid on such Registered Security, the Special Record Date
      therefor and the date of the proposed payment, and at the same time the
      Company or any Guarantor, as the case may be, 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 on or prior to the date of
      the proposed payment, such money when so deposited to be held in trust for
      the benefit of the Person entitled to such Defaulted Interest as in this
      clause provided. The Special Record Date for the payment of such Defaulted
      Interest shall be not more than 15 days and not less than 10 days prior to
      the date of the proposed payment and not less than 10 days after
      notification to the Trustee of the proposed payment. The Trustee shall, in
      the name and at the expense of the Company or the Guarantors, cause notice
      of the proposed payment of such Defaulted Interest and the Special Record
      Date therefor to be mailed, first-class postage prepaid, to the Holder of
      such Registered Security (or a Predecessor Security thereof) at his
      address as it appears in the Security Register not less than 10 days prior
      to such Special Record Date. The Trustee may, in its discretion, in the
      name and at the expense of the Company or any Guarantor, cause a similar
      notice to be published at least once in an Authorized Newspaper of general
      circulation in the Borough of Manhattan, The City of New York, but such
      publication shall not be a condition precedent to the establishment of
      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 Person in whose
      name such Registered Security (or a Predecessor Security thereof) shall be
      registered at the close of business on such Special Record Date and shall
      no longer be payable pursuant to the following clause (2).

            (2)   The Company or any Guarantor, as the case may be, may make
      payment of any Defaulted Interest in any other lawful manner not
      inconsistent with the requirements of any securities exchange on which
      such Security may be listed, and upon such notice as may be required by
      such exchange, if, after notice given by the Company

                                       34


      or any Guarantor, as the case may be, to the Trustee of the proposed
      payment pursuant to this clause, such payment shall be deemed practicable
      by the Trustee.

      Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company or any Guarantor, interest on Registered
Securities that bear interest may be paid by mailing a check to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by transfer to an account maintained by the payee with a bank
located in the United States.

      Subject to the foregoing provisions of this Section and Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

      In the case of any Registered Security of any series that is convertible
into other securities of the Company or exchangeable for securities of the
Guarantors or another issuer, which Registered Security is converted or
exchanged after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Registered Security with respect to which
the Stated Maturity is prior to such Interest Payment Date), interest with
respect to which the Stated Maturity is on such Interest Payment Date shall be
payable on such Interest Payment Date notwithstanding such conversion or
exchange, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Registered Security (or one
or more predecessor Registered Securities) is registered at the close of
business on such Regular Record Date. Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any Registered Security which
is converted or exchanged, interest with respect to which the Stated Maturity is
after the date of conversion or exchange of such Registered Security shall not
be payable.

      Section 3.8. Persons Deemed Owners.

      Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Guarantors, the Trustee and any agent of the Company
or the Guarantors or the Trustee may treat the Person in whose name such
Registered Security is registered in the Security Register as the owner of such
Registered Security for the purpose of receiving payment of principal of, any
premium and (subject to Sections 3.5 and 3.7) interest on and any Additional
Amounts with respect to such Registered Security and for all other purposes
whatsoever, whether or not any payment with respect to such Registered Security
shall be overdue, and none of the Company, the Guarantors, the Trustee and any
agent of the Company, the Guarantors or the Trustee shall be affected by notice
to the contrary.

      The Company, each Guarantor, the Trustee and any agent of the Company,
each Guarantor or the Trustee may treat the bearer of any Bearer Security or the
bearer of any Coupon as the absolute owner of such Security or Coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not any payment with respect to such Security or
Coupon shall be overdue, and none of the Company, each Guarantor, the Trustee
and any agent of the Company, any Guarantor or the Trustee shall be affected by
notice to the contrary.

                                       35


      No Holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, any
Guarantor, the Trustee and any agent of the Company, any Guarantor or the
Trustee as the owner of such global Security for all purposes whatsoever. None
of the Company, any Guarantor, the Trustee, any Paying Agent and the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

      Section 3.9. Cancellation.

      All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company or any Guarantor may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company or any Guarantor may
have acquired in any manner whatsoever, and all Securities so delivered shall be
cancelled promptly by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by or pursuant to this Indenture. All cancelled
Securities and Coupons held by the Trustee shall be destroyed by the Trustee,
unless by a Company Order or Guarantor Order the Company or any Guarantor, as
the case may be, directs their return to it.

      Section 3.10. Computation of Interest.

      Except as otherwise provided in or pursuant to this Indenture or in any
Security, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

                                    ARTICLE 4

                     SATISFACTION AND DISCHARGE OF INDENTURE

      Section 4.1. Satisfaction and Discharge.

      Upon the direction of the Company by a Company Order or of any Guarantor
by a Guarantor Order, this Indenture shall cease to be of further effect with
respect to any series of Securities specified in such Company Order or Guarantor
Order and any Coupons appertaining thereto, and the Trustee, on receipt of a
Company Order or a Guarantor Order at the expense of the Company and the
Guarantors, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series, if

            (1)   either

                  (a)   all Securities of such series theretofore authenticated
            and delivered and all Coupons appertaining thereto (other than (i)
            Coupons appertaining to Bearer Securities of such series surrendered
            in exchange for Registered Securities of such series and maturing
            after such exchange whose surrender is not required

                                       36


            or has been waived as provided in Section 3.5, (ii) Securities and
            Coupons of such series which have been destroyed, lost or stolen and
            which have been replaced or paid as provided in Section 3.6, (iii)
            Coupons appertaining to Securities of such series called for
            redemption and maturing after the relevant Redemption Date whose
            surrender has been waived as provided in Section 11.7, and (iv)
            Securities and Coupons of such series for whose payment money has
            theretofore been deposited in trust or segregated and held in trust
            by the Company or any Guarantor and thereafter repaid to the Company
            or such Guarantor, as the case may be, or discharged from such
            trust, as provided in Section 10.3) have been delivered to the
            Trustee for cancellation; or

                  (b)   all Securities of such series and, in the case of (i) or
            (ii) below, any Coupons appertaining thereto not theretofore
            delivered to the Trustee for cancellation (i) have become due and
            payable, or (ii) will become due and payable at their Stated
            Maturity within one year, or (iii) if redeemable at the option of
            the Company, are to be called for redemption within one year under
            arrangements satisfactory to the Trustee for the giving of notice of
            redemption by the Trustee in the name, and at the expense, of the
            Company and the Guarantors,

      and the Company or any Guarantor, in the case of (i), (ii) or (iii) above,
      has deposited or caused to be deposited with the Trustee as trust funds in
      trust for such purpose, money in the Currency in which such Securities are
      payable in an amount sufficient to pay and discharge the entire
      indebtedness on such Securities and any Coupons appertaining thereto not
      theretofore delivered to the Trustee for cancellation, including the
      principal of, any premium and interest on, and any Additional Amounts with
      respect to such Securities and any Coupons appertaining thereto, to the
      date of such deposit (in the case of Securities which have become due and
      payable) or to the Maturity thereof, as the case may be;

            (2)   the Company or any Guarantor has paid or caused to be paid all
      other sums payable hereunder by the Company and the Guarantors with
      respect to the Outstanding Securities of such series and any Coupons
      appertaining thereto; and

            (3)   the Company has delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel and the Guarantors have delivered to
      the Trustee a Guarantors' Officer's Certificate, each stating that all
      conditions precedent herein provided for relating to the satisfaction and
      discharge of this Indenture as to such series have been complied with.

      In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

      Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company and the
Guarantors to the Trustee under Section 6.6 and, if money shall have been
deposited with the Trustee pursuant to subclause (b) of clause

                                       37


(1) of this Section, the obligations of the Company, the Guarantors and the
Trustee with respect to the Securities of such series under Sections 3.5, 3.6,
4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any,
with respect to such Securities as contemplated by Sections 10.4 and 16.1 (but
only to the extent that the Additional Amounts payable with respect to such
Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 4.1(1)(b)), and with respect to any rights to convert or
exchange such Securities into securities of the Company or any Guarantor or
another issuer shall survive.

      Section 4.2. Defeasance and Covenant Defeasance.

            (1)   Unless pursuant to Section 3.1, either or both of (i)
      defeasance of the Securities of or within a series under clause (2) of
      this Section 4.2 shall not be applicable with respect to the Securities of
      such series or (ii) covenant defeasance of the Securities of or within a
      series under clause (3) of this Section 4.2 shall not be applicable with
      respect to the Securities of such series, then such provisions, together
      with the other provisions of this Section 4.2 (with such modifications
      thereto as may be specified pursuant to Section 3.1 with respect to any
      Securities), shall be applicable to such Securities and any Coupons
      appertaining thereto, and the Company may at its option by Board
      Resolution, at any time, with respect to such Securities and any Coupons
      appertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be
      applied to such Outstanding Securities and any Coupons appertaining
      thereto upon compliance with the conditions set forth below in this
      Section 4.2.

            (2)   Upon the Company's exercise of the above option applicable to
      this Section 4.2(2) with respect to any Securities of or within a series,
      the Company and each Guarantor shall be deemed to have been discharged
      from its obligations with respect to such Outstanding Securities and any
      Coupons appertaining thereto and under the Guarantee in respect thereof,
      respectively, on the date the conditions set forth in clause (4) of this
      Section 4.2 are satisfied (hereinafter, "defeasance"). For this purpose,
      such defeasance means that the Company and/or the Guarantors shall be
      deemed to have paid and discharged the entire Indebtedness represented by
      such Outstanding Securities and any Coupons appertaining thereto, and
      under the Guarantee in respect thereof, which shall thereafter be deemed
      to be "Outstanding" only for the purposes of clause (5) of this Section
      4.2 and the other Sections of this Indenture referred to in clauses (i)
      and (ii) below, and to have satisfied all of its other obligations under
      such Securities and any Coupons appertaining thereto, and under the
      Guarantee in respect thereof, and this Indenture insofar as such
      Securities and any Coupons appertaining thereto, and the Guarantee in
      respect thereof, are concerned (and the Trustee, at the expense of the
      Company and the Guarantors, shall execute proper instruments acknowledging
      the same), except for the following which shall survive until otherwise
      terminated or discharged hereunder: (i) the rights of Holders of such
      Outstanding Securities and any Coupons appertaining thereto to receive,
      solely from the trust fund described in clause (4) of this Section 4.2 and
      as more fully set forth in such clause, payments in respect of the
      principal of (and premium, if any) and interest, if any, on, and
      Additional Amounts, if any, with respect to, such Securities and any
      Coupons appertaining thereto when such payments are due, and any rights of
      such Holder to convert such Securities into other securities of the
      Company or exchange such Securities for securities of a Guarantor or
      another issuer,

                                       38


      (ii) the obligations of the Company, the Guarantors and the Trustee with
      respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and with
      respect to the payment of Additional Amounts, if any, on such Securities
      as contemplated by Sections 10.4 and 16.1 (but only to the extent that the
      Additional Amounts payable with respect to such Securities exceed the
      amount deposited in respect of such Additional Amounts pursuant to Section
      4.2(4)(a) below), and with respect to any rights to convert such
      Securities into other securities of the Company or exchange such
      Securities for securities of the Guarantors or another issuer, (iii) the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      (iv) this Section 4.2. The Company may exercise its option under this
      Section 4.2(2) notwithstanding the prior exercise of its option under
      clause (3) of this Section 4.2 with respect to such Securities and any
      Coupons appertaining thereto.

            (3)   Upon the Company's exercise of the option to have this Section
      4.2(3) apply with respect to any Securities of or within a series, the
      Company and the Guarantors shall be released from their obligations under
      Sections 10.5 and 10.6, and, to the extent specified pursuant to Section
      3.1(19), any other covenant applicable to such Securities, with respect to
      such Outstanding Securities and any Coupons appertaining thereto, and the
      Guarantees in respect thereof, on and after the date the conditions set
      forth in clause (4) of this Section 4.2 are satisfied (hereinafter,
      "covenant defeasance"), and such Securities and any Coupons appertaining
      thereto shall thereafter be deemed to be not "Outstanding" for the
      purposes of any direction, waiver, consent or declaration or Act of
      Holders (and the consequences of any thereof) in connection with any such
      covenant, but shall continue to be deemed "Outstanding" for all other
      purposes hereunder. For this purpose, such covenant defeasance means that,
      with respect to such Outstanding Securities and any Coupons appertaining
      thereto, the Company and the Guarantors may omit to comply with, and shall
      have no liability in respect of, any term, condition or limitation set
      forth in any such Section or such other covenant, whether directly or
      indirectly, by reason of any reference elsewhere herein to any such
      Section or such other covenant or by reason of reference in any such
      Section or such other covenant to any other provision herein or in any
      other document and such omission to comply shall not constitute a default
      or an Event of Default under Section 5.1(4) or 5.1(9) or otherwise, as the
      case may be, but, except as specified above, the remainder of this
      Indenture and such Securities and Coupons appertaining thereto and the
      Guarantee in respect thereof shall be unaffected thereby.

            (4)   The following shall be the conditions to application of clause
      (2) or (3) of this Section 4.2 to any Outstanding Securities of or within
      a series and any Coupons appertaining thereto and the Guarantee in respect
      thereof:

                  (a)   The Company or any Guarantor shall irrevocably have
            deposited or caused to be deposited with the Trustee (or another
            trustee satisfying the requirements of Section 6.7 who shall agree
            to comply with the provisions of this Section 4.2 applicable to it)
            as trust funds in trust for the purpose of making the following
            payments, specifically pledged as security for, and dedicated solely
            to, the benefit of the Holders of such Securities and any Coupons
            appertaining thereto, (1) an amount in Dollars or in such Foreign
            Currency in which such Securities and any Coupons appertaining
            thereto are then specified as payable at

                                       39


            Stated Maturity, or (2) Government Obligations applicable to such
            Securities and Coupons appertaining thereto (determined on the basis
            of the Currency in which such Securities and Coupons appertaining
            thereto are then specified as payable at Stated Maturity) which
            through the scheduled payment of principal and interest in respect
            thereof in accordance with their terms will provide, not later than
            one day before the due date of any payment of principal of (and
            premium, if any) and interest, if any, on such Securities and any
            Coupons appertaining thereto, money in an amount, or (3) a
            combination thereof, in any case, in an amount, sufficient, without
            consideration of any reinvestment of such principal and interest, in
            the opinion of a nationally recognized firm of independent public
            accountants expressed in a written certification thereof delivered
            to the Trustee, to pay and discharge, and which shall be applied by
            the Trustee (or other qualifying trustee) to pay and discharge, (y)
            the principal of (and premium, if any) and interest, if any, on such
            Outstanding Securities and any Coupons appertaining thereto at the
            Stated Maturity of such principal or installment of principal or
            premium or interest and (z) any mandatory sinking fund payments or
            analogous payments applicable to such Outstanding Securities and any
            Coupons appertaining thereto on the days on which such payments are
            due and payable in accordance with the terms of this Indenture and
            of such Securities and any Coupons appertaining thereto.

                  (b)   Such defeasance or covenant defeasance shall not result
            in a breach or violation of, or constitute a default under, this
            Indenture or any other material agreement or instrument to which the
            Company or the Guarantors is a party or by which either of them is
            bound.

                  (c)   No Event of Default or event which with notice or lapse
            of time or both would become an Event of Default with respect to
            such Securities and any Coupons appertaining thereto shall have
            occurred and be continuing on the date of such deposit and, with
            respect to defeasance only, at any time during the period ending on
            the 123rd day after the date of such deposit (it being understood
            that this condition shall not be deemed satisfied until the
            expiration of such period).

                  (d)   In the case of an election under clause (2) of this
            Section 4.2, the Company shall have delivered to the Trustee an
            Opinion of Counsel stating that (i) the Company has received from
            the Internal Revenue Service a letter ruling, or there has been
            published by the Internal Revenue Service a Revenue Ruling, or (ii)
            since the date of execution of this Indenture, there has been a
            change in the applicable Federal income tax law, in either case to
            the effect that, and based thereon such opinion shall confirm that,
            the Holders of such Outstanding Securities and any Coupons
            appertaining thereto will not recognize income, gain or loss for
            Federal income tax purposes as a result of such defeasance and will
            be subject to Federal income tax on the same amounts, in the same
            manner and at the same times as would have been the case if such
            defeasance had not occurred.

                  (e)   In the case of an election under clause (3) of this
            Section 4.2, the Company shall have delivered to the Trustee an
            Opinion of Counsel to the effect

                                       40


            that the Holders of such Outstanding Securities and any Coupons
            appertaining thereto will not recognize income, gain or loss for
            Federal income tax purposes as a result of such covenant defeasance
            and will be subject to Federal income tax on the same amounts, in
            the same manner and at the same times as would have been the case if
            such covenant defeasance had not occurred.

                  (f)   The Company shall have delivered to the Trustee an
            Opinion of Counsel to the effect that, after the 123rd day after the
            date of deposit, all money and Government Obligations (or other
            property as may be provided pursuant to Section 3.1) (including the
            proceeds thereof) deposited or caused to be deposited with the
            Trustee (or other qualifying trustee) pursuant to this clause (4) to
            be held in trust will not be subject to any case or proceeding
            (whether voluntary or involuntary) in respect of the Company or the
            Guarantors under any federal or State bankruptcy, insolvency,
            reorganization or other similar law, or any decree or order for
            relief in respect of the Company or the Guarantors issued in
            connection therewith.

                  (g)   The Company and the Guarantors shall have delivered to
            the Trustee an Officer's Certificate and a Guarantors' Officer's
            Certificate and the Company shall have delivered to the Trustee an
            Opinion of Counsel stating that all conditions precedent to the
            defeasance or covenant defeasance under clause (2) or (3) of this
            Section 4.2 (as the case may be) have been complied with.

                  (h)   Notwithstanding any other provision of this Section
            4.2(4), such defeasance or covenant defeasance shall be effected in
            compliance with any additional or substitute terms, conditions or
            limitations which may be imposed on the Company or the Guarantors in
            connection therewith pursuant to Section 3.1.

            (5)   Unless otherwise specified in or pursuant to this Indenture or
      any Security, if, after a deposit referred to in Section 4.2(4)(a) has
      been made, (a) the Holder of a Security in respect of which such deposit
      was made is entitled to, and does, elect pursuant to Section 3.1 or the
      terms of such Security to receive payment in a Currency other than that in
      which the deposit pursuant to Section 4.2(4)(a) has been made in respect
      of such Security, or (b) a Conversion Event occurs in respect of the
      Foreign Currency in which the deposit pursuant to Section 4.2(4)(a) has
      been made, the indebtedness represented by such Security and any Coupons
      appertaining thereto shall be deemed to have been, and will be, fully
      discharged and satisfied through the payment of the principal of (and
      premium, if any), and interest, if any, on, and Additional Amounts, if
      any, with respect to, such Security as the same becomes due out of the
      proceeds yielded by converting (from time to time as specified below in
      the case of any such election) the amount or other property deposited in
      respect of such Security into the Currency in which such Security becomes
      payable as a result of such election or Conversion Event based on (x) in
      the case of payments made pursuant to clause (a) above, the applicable
      market exchange rate for such Currency in effect on the second Business
      Day prior to each payment date, or (y) with respect to a Conversion Event,
      the applicable market exchange rate for such Foreign Currency in effect
      (as nearly as feasible) at the time of the Conversion Event.

                                       41


      The Company and the Guarantors (without duplication) shall pay and
indemnify the Trustee (or other qualifying trustee, collectively for purposes of
this Section 4.2(5) and Section 4.3, the "Trustee") against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 4.2 or the principal or 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 such Outstanding Securities and any Coupons
appertaining thereto.

      Anything in this Section 4.2 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request, or
the Guarantors upon a Guarantor Request, as the case may be, any money or
Government Obligations (or other property and any proceeds therefrom) held by it
as provided in clause (4) of this Section 4.2 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 4.2.

      Section 4.3. Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 10.3, all money
and Government Obligations (or other property as may be provided pursuant to
Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent or the Guarantors acting as Paying Agent) as the Trustee may determine, to
the Holders of such Securities and any Coupons appertaining thereto of all sums
due and to become due thereon in respect of principal (and premium, if any) and
interest and Additional Amounts, if any; but such money and Government
Obligations need not be segregated from other funds except to the extent
required by law.

                                    ARTICLE 5

                                    REMEDIES

      Section 5.1. Events of Default.

      "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officer's Certificate establishing
the terms of such Series pursuant to this Indenture:

            (1)   default in the payment of any interest on any Security of such
      series, or any Additional Amounts payable with respect thereto, when such
      interest becomes or

                                       42


      such Additional Amounts become due and payable, and continuance of such
      default for a period of 30 days;

            (2)   default in the payment of the principal of or any premium on
      any Security of such series, or any Additional Amounts payable with
      respect thereto, when such principal or premium becomes or such Additional
      Amounts become due and payable at their Maturity;

            (3)   default in the deposit of any sinking fund payment when and as
      due by the terms of a Security of such series;

            (4)   default in the performance, or breach, of any covenant or
      warranty of the Company or the Guarantors in this Indenture or the
      Securities (other than a covenant or warranty a default in the performance
      or the breach of which is elsewhere in this Section specifically dealt
      with or which has been expressly included in this Indenture solely for the
      benefit of a series of Securities other than such series), and continuance
      of such default or breach for a period of 60 days after there has been
      given, by registered or certified mail, to the Company and the Guarantors
      by the Trustee or to the Company, the Guarantors and the Trustee by the
      Holders of at least 25% in principal amount of the Outstanding Securities
      of such series, 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;

            (5)   if any event of default as defined in any mortgage, indenture
      or instrument under which there may be issued, or by which there may be
      secured or evidenced, any Debt of the Company or any of its Restricted
      Subsidiaries (or the payment of which is guaranteed by the Company or any
      of its Restricted Subsidiaries) (including, in each case, an Event of
      Default under any other series of Securities), whether such Debt now
      exists or shall hereafter be created or incurred, shall happen and shall
      consist of default in the payment of more than $25,000,000 in principal
      amount of such Indebtedness at the maturity thereof (after giving effect
      to any applicable grace period) or shall result in such Debt in principal
      amount in excess of $25,000,000 becoming or being declared due and payable
      prior to the date on which it would otherwise become due and payable, and
      such default shall not be cured or such acceleration shall not be
      rescinded or annulled within a period of 30 days after there shall have
      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 of such series, a written
      notice specifying such event of default and requiring the Company to cause
      such acceleration to be rescinded or annulled or to cause such Debt to be
      discharged and stating that such notice is a "Notice of Default"
      hereunder;

            (6)   the Company shall fail within 60 days to pay, bond or
      otherwise discharge any uninsured judgment or court order for the payment
      of money in excess of $25,000,000, which is not stayed on appeal or is not
      otherwise being appropriately contested in good faith;

            (7)   the entry by a court having competent jurisdiction of:

                                       43


                  (a)   a decree or order for relief in respect of the Company
            or the Guarantors in an involuntary proceeding under any applicable
            bankruptcy, insolvency, reorganization (other than a reorganization
            under a foreign law that does not relate to insolvency) or other
            similar law and such decree or order shall remain unstayed and in
            effect for a period of 60 consecutive days; or

                  (b)   a decree or order adjudging the Company or the
            Guarantors to be insolvent, or approving a petition seeking
            reorganization (other than a reorganization under a foreign law that
            does not relate to insolvency), arrangement, adjustment or
            composition of the Company or the Guarantors and such decree or
            order shall remain unstayed and in effect for a period of 60
            consecutive days; or

                  (c)   a final and non-appealable order appointing a custodian,
            receiver, liquidator, assignee, trustee or other similar official of
            the Company or the Guarantors of any substantial part of the
            property of the Company or the Guarantors or ordering the winding-up
            or liquidation of the affairs of the Company or the Guarantors;

            (8)   the commencement by the Company or the Guarantors of a
      voluntary proceeding under any applicable bankruptcy, insolvency,
      reorganization (other than a reorganization under a foreign law that does
      not relate to insolvency) or other similar law or of a voluntary
      proceeding seeking to be adjudicated insolvent or the consent by the
      Company or the Guarantors to the entry of a decree or order for relief in
      an involuntary proceeding under any applicable bankruptcy, insolvency,
      reorganization or other similar law or to the commencement of any
      insolvency proceedings against it, or the filing by the Company or the
      Guarantors of a petition or answer or consent seeking reorganization,
      arrangement, adjustment or composition of the Company or relief under any
      applicable law, or the consent by the Company or the Guarantors to the
      filing of such petition or to the appointment of or taking possession by a
      custodian, receiver, liquidator, assignee, trustee or similar official of
      the Company or the Guarantors or any substantial part of the property of
      the Company or the Guarantors or the making by the Company or the
      Guarantors of an assignment for the benefit of creditors, or the taking of
      corporate action by the Company or the Guarantors in furtherance of any
      such action;

            (9)   any Guarantee of any Guarantor ceases to be in full force and
      effect or any Guarantee of such Guarantor is declared to be null and void
      and unenforceable or any Guarantee of such Guarantor is found to be
      invalid or any Guarantor denies its liability under its Guarantee (other
      than by reason of release of such Guarantor in accordance with the terms
      of this Indenture); and

            (10)  any other Event of Default provided in or pursuant to this
      Indenture with respect to Securities of such series.

                                       44


      Section 5.2. Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default specified in clause (7) or (8)
of Section 5.1) occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
may declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal or such
lesser amount shall become immediately due and payable.

      If an Event of Default specified in clause (7) or (8) of Section 5.1
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or such lesser amount as may be provided for in the
Securities of such series) shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Security of that series.

      At any time after a declaration of acceleration with respect to the
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

            (1)   the Company or the Guarantors have paid or deposited with the
      Trustee a sum of money sufficient to pay

                  (a)   all overdue installments of any interest on and
            Additional Amounts with respect to all Securities of such series and
            any Coupon appertaining thereto,

                  (b)   the principal of and any premium on any Securities of
            such series which have become due otherwise than by such declaration
            of acceleration and interest thereon and any Additional Amounts with
            respect thereto at the rate or rates borne by or provided for in
            such Securities,

                  (c)   to the extent that payment of such interest or
            Additional Amounts is lawful, interest upon overdue installments of
            any interest and Additional Amounts at the rate or rates borne by or
            provided for in such Securities, and

                  (d)   all sums paid or advanced by the Trustee hereunder and
            the reasonable compensation, expenses, disbursements and advances of
            the Trustee, its agents and counsel and all other amounts due the
            Trustee under Section 6.6; and

            (2)   all Events of Default with respect to Securities of such
      series, other than the non-payment of the principal of, any premium and
      interest on, and any Additional Amounts with respect to Securities of such
      series which shall have become due solely by such declaration of
      acceleration, shall have been cured or waived as provided in Section 5.13.

                                       45


      No such rescission shall affect any subsequent default or impair any right
consequent thereon.

      Section 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

      The Company and each Guarantor covenants, in each case, that if

            (1)   default is made in the payment of any installment of interest
      on or any Additional Amounts with respect to any Security or any Coupon
      appertaining thereto when such interest or Additional Amounts shall have
      become due and payable and such default continues for a period of 30 days,
      or

            (2)   default is made in the payment of the principal of or any
      premium on any Security or any Additional Amounts with respect thereto at
      their Maturity,

the Company or the Guarantors, as the case may be, shall, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Securities
and any Coupons appertaining thereto, the whole amount of money then due and
payable with respect to such Securities and any Coupons appertaining thereto,
with interest upon the overdue principal, any premium and, to the extent that
payment of such interest shall be legally enforceable, upon any overdue
installments of interest and Additional Amounts at the rate or rates borne by or
provided for in such Securities, and, in addition thereto, such further amount
of money as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and all other amounts due to the Trustee
under Section 6.6.

      If the Company or any Guarantor fails to pay the money it is required to
pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of
the Trustee, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or the Guarantor or any other obligor upon
such Securities and any Coupons appertaining thereto and collect the monies
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or the Guarantor or any other obligor upon such
Securities and any Coupons appertaining thereto, wherever situated.

      If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
Coupons appertaining thereto by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

      Section 5.4. Trustee May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the

                                       46


Company, the Guarantors or any other obligor upon the Securities of any series
or the property of the Company, the Guarantors or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company or the Guarantors for the payment of any overdue principal, premium,
interest or Additional Amounts) shall be entitled and empowered, by intervention
in such proceeding or otherwise,

            (1)   to file and prove a claim for the whole amount, or such lesser
      amount as may be provided for in the Securities of any applicable series,
      of the principal and any premium, interest and Additional Amounts owing
      and unpaid in respect of the Securities and any Coupons appertaining
      thereto and to file such other papers or documents as may be necessary or
      advisable in order to have the claims of the Trustee (including any claim
      for the reasonable compensation, expenses, disbursements and advances of
      the Trustee, its agents or counsel) and of the Holders of Securities or
      any Coupons appertaining thereto allowed in such judicial proceeding, and

            (2)   to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.6.

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

      Section 5.5. Trustee May Enforce Claims without Possession of Securities
or Coupons.

      All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of the
Securities or Coupons in respect of which such judgment has been recovered.

                                       47


      Section 5.6. Application of Money Collected.

      Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium, interest or Additional Amounts, upon presentation of the Securities or
Coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee and any
      predecessor Trustee under Section 6.6;

            SECOND: To the payment of the amounts then due and unpaid upon the
      Securities and any Coupons for principal and any premium, interest and
      Additional Amounts in respect of which or for the benefit of which such
      money has been collected, ratably, without preference or priority of any
      kind, according to the aggregate amounts due and payable on such
      Securities and Coupons for principal and any premium, interest and
      Additional Amounts, respectively; and

            THIRD: The balance, if any, to the Person or Persons entitled
      thereto.

      Section 5.7. Limitations on Suits.

      No Holder of any Security of any series or any Coupons appertaining
thereto shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

            (1)   such Holder has previously given written notice to the Trustee
      of a continuing Event of Default with respect to the Securities of such
      series;

            (2)   the Holders of not less than 25% in principal amount of the
      Outstanding Securities of such series shall have made written request to
      the Trustee to institute proceedings in respect of such Event of Default
      in its own name as Trustee hereunder;

            (3)   such Holder or Holders have offered to the Trustee such
      indemnity as is reasonably satisfactory to it against the costs, expenses
      and liabilities to be incurred in compliance with such request;

            (4)   the Trustee for 60 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (5)   no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities of such series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to

                                       48


enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.

      Section 5.8. Unconditional Right of Holders to Receive Principal and any
Premium, Interest and Additional Amounts.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium and (subject to Sections 3.5
and 3.7) interest on, and any Additional Amounts with respect to such Security
or payment of such Coupon on the respective Stated Maturity or Maturities
therefor specified in such Security or Coupon (or, in the case of redemption, on
the Redemption Date or, in the case of repayment at the option of such Holder if
provided in or pursuant to this Indenture, on the date such repayment is due)
and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.

      Section 5.9. Restoration of Rights and Remedies.

      If the Trustee or any Holder of a Security or a Coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Guarantors, the Trustee and each such Holder shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and each such Holder shall continue as though no such
proceeding had been instituted.

      Section 5.10. Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the
Trustee or to each and every Holder of a Security or a Coupon is intended to be
exclusive of any other right or remedy, and every right and remedy, to the
extent permitted by law, shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

      Section 5.11. Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Security or
Coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to any Holder of a Security or a Coupon may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

                                       49


      Section 5.12. Control by Holders of Securities.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series 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 with respect to the
Securities of such series and any Coupons appertaining thereto, provided that

            (1)   such direction shall not be in conflict with any rule of law
      or with this Indenture or with the Securities of such series,

            (2)   the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction, and

            (3)   such direction is not unduly prejudicial to the rights of the
      other Holders of Securities of such series not joining in such action.

      Section 5.13. Waiver of Past Defaults.

      The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except
a default

            (1)   in the payment of the principal of, any premium or interest
      on, or any Additional Amounts with respect to, any Security of such series
      or any Coupons appertaining thereto, or

            (2)   in respect of a covenant or provision hereof which under
      Article 9 cannot be modified or amended without the consent of the Holder
      of each Outstanding Security of such series affected.

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

      Section 5.14. Waiver of Usury, Stay or Extension Laws.

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

                                       50


      Section 5.15. Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security by
his 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 any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions
of this Section 5.15 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on or Additional Amounts,
if any, with respect to any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date, and, in the case of repayment, on or after the date
for repayment) or for the enforcement of the right, if any, to convert or
exchange any Security into other securities in accordance with its terms.

                                    ARTICLE 6

                                   THE TRUSTEE

      Section 6.1. Certain Rights of Trustee.

      Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

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

            (2)   any request or direction of the Company or of the Guarantors
      mentioned herein shall be sufficiently evidenced by a Company Request or a
      Company Order or by a Guarantor Request or Guarantor Order, as the case
      may be (in each case, other than delivery of any Security, together with
      any Coupons appertaining thereto, to the Trustee for authentication and
      delivery pursuant to Section 3.3 which shall be sufficiently evidenced as
      provided therein), and any resolution of the Board of Directors or of the
      Guarantors' Board of Directors may be sufficiently evidenced by a Board
      Resolution or by a Guarantors' Board Resolution, as the case may be;

            (3)   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 shall be herein specifically prescribed) may, in the
      absence of bad faith on its part, rely upon an Officer's Certificate or,
      if such matter pertains to the Guarantors, a Guarantors' Officer's
      Certificate;

                                       51


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

            (5)   the Trustee shall be under no obligation to exercise any of
      the rights or powers vested in it by or pursuant to this Indenture at the
      request or direction of any of the Holders of Securities of any series or
      any Coupons appertaining thereto pursuant to this Indenture, unless such
      Holders shall have offered to the Trustee such security or indemnity as is
      reasonably satisfactory to it against the costs, expenses and liabilities
      which might be incurred by it in compliance with such request or
      direction;

            (6)   the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, coupon or other paper or document, but the Trustee, in
      its discretion, may, but shall not be obligated to 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, during business hours and
      upon reasonable notice, the books, records and premises of the Company and
      the Guarantors, personally or by agent or attorney;

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

            (8)   the Trustee shall not be liable for any action taken or error
      of judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee, unless it shall be proved that the Trustee was
      negligent, acted in bad faith or engaged in willful misconduct;

            (9)   the Authenticating Agent, Paying Agent, and Security Registrar
      shall have the same protections as the Trustee set forth hereunder; and

            (10)  the Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it in good faith in accordance
      with an Act of the Holders hereunder, and, to the extent not so provided
      herein, with respect to any act requiring the Trustee to exercise its own
      discretion, 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 or any
      Securities, unless it shall be proved that, in connection with any such
      action taken, suffered or omitted or any such act, the Trustee was
      negligent, acted in bad faith or engaged in willful misconduct.

      Section 6.2. Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 7.3(3), notice of such default hereunder

                                       52


actually known to a Responsible Officer of the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any), or interest,
if any, on, or Additional Amounts or any sinking fund or purchase fund
installment with respect to, any Security 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 determine that the withholding of such
notice is in the best interest of the Holders of Securities and Coupons of such
series; and provided further that in the case of any default of the character
specified in Section 5.1(5) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

      Section 6.3. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company or the Guarantors, as the case may be, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or the Coupons, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications set
forth therein. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of the Securities or the
proceeds thereof.

      Section 6.4. May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Guarantors or the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities or Coupons and, subject to Sections 310(b)
and 311 of the Trust Indenture Act, may otherwise deal with the Company or the
Guarantors with the same rights it would have if it were not the Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other Person.

      Section 6.5. Money Held in Trust.

      Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company or the Guarantors.

      Section 6.6. Compensation and Reimbursement.

      The Company and each Guarantor (without duplication) agree:

                                       53


            (1)   to pay to the Trustee from time to time reasonable
      compensation for all services rendered by the Trustee hereunder (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust);

            (2)   except as otherwise expressly provided herein, to reimburse
      the Trustee upon its request for all reasonable expenses, disbursements
      and advances incurred or made by the Trustee in accordance with any
      provision of this Indenture or arising out of or in connection with the
      acceptance or administration of the trust or trusts hereunder (including
      the reasonable compensation and the expenses and disbursements of its
      agents and counsel), except any such expense, disbursement or advance as
      may be attributable to the Trustee's negligence or bad faith; and

            (3)   to indemnify the Trustee and its agents, officers, directors
      and employees for, and to hold them harmless against, any loss, liability
      or expense incurred without negligence or bad faith on their part, arising
      out of or in connection with the acceptance or administration of the trust
      or trusts hereunder, including the costs and expenses of defending
      themselves against any claim or liability in connection with the exercise
      or performance of any of their powers or duties hereunder, except to the
      extent that any such loss, liability or expense was due to the Trustee's
      negligence or bad faith.

      As security for the performance of the obligations of the Company and the
Guarantors under this Section, the Trustee shall have a lien prior to the
Securities of any series 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 or interest on or any Additional Amounts with respect to Securities or
any Coupons appertaining thereto.

      To the extent permitted by law, any compensation or expense incurred by
the Trustee after a default specified in or pursuant to Section 5.1 is intended
to constitute an expense of administration under any then applicable bankruptcy
or insolvency law. "Trustee" for purposes of this Section 6.6 shall include any
predecessor Trustee but the negligence or bad faith of any Trustee shall not
affect the rights of any other Trustee under this Section 6.6.

      The provisions of this Section 6.6 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.

      Section 6.7. Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, that is eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000, and that is subject to supervision or examination
by Federal or state authority. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

                                       54


      Section 6.8. Resignation and Removal; Appointment of Successor.

            (1)   No resignation or removal of the Trustee and no appointment of
      a successor Trustee pursuant to this Article shall become effective until
      the acceptance of appointment by the successor Trustee pursuant to Section
      6.9.

            (2)   The Trustee may resign at any time with respect to the
      Securities of one or more series by giving written notice thereof to the
      Company and the Guarantors. If the instrument of acceptance by a successor
      Trustee required by Section 6.9 shall not have been delivered to the
      Trustee within 30 days after the giving of such notice of resignation, the
      resigning Trustee may petition any court of competent jurisdiction for the
      appointment of a successor Trustee with respect to such series.

            (3)   The Trustee may be removed at any time with respect to the
      Securities of any series by Act of the Holders of a majority in principal
      amount of the Outstanding Securities of such series, delivered to the
      Trustee, the Company and the Guarantors.

            (4)   If at any time:

                  (a)   the Trustee shall fail to comply with the obligations
            imposed upon it under Section 310(b) of the Trust Indenture Act with
            respect to Securities of any series after written request therefor
            by the Company, the Guarantors or any Holder of a Security of such
            series who has been a bona fide Holder of a Security of such series
            for at least six months, or

                  (b)   the Trustee shall cease to be eligible under Section 6.7
            and shall fail to resign after written request therefor by the
            Company, the Guarantors or any such Holder, or

                  (c)   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, (i) the Company, by or pursuant to a Board
            Resolution, or the Guarantors by or pursuant to a Guarantors' Board
            Resolution may remove the Trustee with respect to all Securities or
            the Securities of such series, or (ii) subject to Section 315(e) of
            the Trust Indenture Act, any Holder of a Security who has been a
            bona fide Holder of a Security of such series for at least six
            months may, on behalf of himself and all others similarly situated,
            petition any court of competent jurisdiction for the removal of the
            Trustee with respect to all Securities of such series and the
            appointment of a successor Trustee or Trustees.

            (5)   If the Trustee shall resign, be removed or become incapable of
      acting, or if a vacancy shall occur in the office of Trustee for any
      cause, with respect to the Securities of one or more series, the Company,
      by or pursuant to a Board Resolution and the Guarantors by or pursuant to
      a Guarantors' Board Resolution, shall promptly appoint a successor Trustee
      or Trustees with respect to the Securities of such series (it being
      understood that any such successor Trustee may be appointed with respect
      to the

                                       55


      Securities of one or more or all of such series and that at any time there
      shall be only one Trustee with respect to the Securities of any particular
      series) and shall comply with the applicable requirements of Section 6.9.
      If, within one year after such resignation, removal or incapacity, or the
      occurrence of such vacancy, a successor Trustee with respect to the
      Securities of any series shall be appointed by Act of the Holders of a
      majority in principal amount of the Outstanding Securities of such series
      delivered to the Company, the Guarantors and the retiring Trustee, the
      successor Trustee so appointed shall, forthwith upon its acceptance of
      such appointment in accordance with the applicable requirements of Section
      6.9, become the successor Trustee with respect to the Securities of such
      series and to that extent supersede the successor Trustee appointed by the
      Company and the Guarantors. If no successor Trustee with respect to the
      Securities of any series shall have been so appointed by the Company and
      the Guarantors or the Holders of Securities and accepted appointment in
      the manner required by Section 6.9, any Holder of a Security who has been
      a bona fide Holder of a Security of such series for at least six months
      may, on behalf of himself and all others similarly situated, petition any
      court of competent jurisdiction for the appointment of a successor Trustee
      with respect to the Securities of such series.

            (6)   The Company shall give notice of each resignation and each
      removal of the Trustee with respect to the Securities of any series and
      each appointment of a successor Trustee with respect to the Securities of
      any series by mailing written notice of such event by first-class mail,
      postage prepaid, to the Holders of Registered Securities, if any, of such
      series as their names and addresses appear in the Security Register and,
      if Securities of such series are issued as Bearer Securities, by
      publishing notice of such event once in an Authorized Newspaper in each
      Place of Payment located outside the United States. Each notice shall
      include the name of the successor Trustee with respect to the Securities
      of such series and the address of its Corporate Trust Office.

            (7)   In no event shall any retiring Trustee be liable for the acts
      or omissions of any successor Trustee hereunder.

      Section 6.9. Acceptance of Appointment by Successor.

            (1)   Upon the appointment hereunder of any successor Trustee with
      respect to all Securities, such successor Trustee so appointed shall
      execute, acknowledge and deliver to the Company, the Guarantors and the
      retiring Trustee an instrument accepting such appointment, and thereupon
      the resignation or removal of the retiring Trustee shall become effective
      and such successor Trustee, without any further act, deed or conveyance,
      shall become vested with all the rights, powers, trusts and duties
      hereunder of the retiring Trustee; but, on the request of the Company, the
      Guarantors or such successor Trustee, such retiring Trustee, upon payment
      of its charges, shall execute and deliver an instrument transferring to
      such successor Trustee all the rights, powers and trusts of the retiring
      Trustee and, subject to Section 10.3, shall duly assign, transfer and
      deliver to such successor Trustee all property and money held by such
      retiring Trustee hereunder, subject nevertheless to its claim, if any,
      provided for in Section 6.6.

                                       56


            (2)   Upon the appointment hereunder of any successor Trustee with
      respect to the Securities of one or more (but not all) series, the
      Company, the Guarantors, the retiring Trustee and such successor Trustee
      shall execute and deliver an indenture supplemental hereto wherein each
      successor Trustee shall accept such appointment and which (1) shall
      contain such provisions as shall be necessary or desirable to transfer and
      confirm to, and to vest in, such successor Trustee all the rights, powers,
      trusts and duties of the retiring Trustee with respect to the Securities
      of that or those series to which the appointment of such successor Trustee
      relates, (2) if the retiring Trustee is not retiring with respect to all
      Securities, shall contain such provisions as shall be deemed necessary or
      desirable to confirm that all the rights, powers, trusts and duties of the
      retiring Trustee with respect to the Securities of that or those series as
      to which the retiring Trustee is not retiring shall continue to be vested
      in the retiring Trustee, and (3) shall add to or change any of the
      provisions of this Indenture as shall be necessary to provide for or
      facilitate the administration of the trusts hereunder by more than one
      Trustee, it being understood that nothing herein or in such supplemental
      indenture shall constitute such Trustees co-trustees of the same trust,
      that each such Trustee shall be trustee of a trust or trusts hereunder
      separate and apart from any trust or trusts hereunder administered by any
      other such Trustee and that no Trustee shall be responsible for any notice
      given to, or received by, or any act or failure to act on the part of any
      other Trustee hereunder, and, upon the execution and delivery of such
      supplemental indenture, the resignation or removal of the retiring Trustee
      shall become effective to the extent provided therein, such retiring
      Trustee shall have no further responsibility for the exercise of rights
      and powers or for the performance of the duties and obligations vested in
      the Trustee under this Indenture with respect to the Securities of that or
      those series to which the appointment of such successor Trustee relates
      other than as hereinafter expressly set forth, and such successor Trustee,
      without any further act, deed or conveyance, shall become vested with all
      the rights, powers, trusts and duties of the retiring Trustee with respect
      to the Securities of that or those series to which the appointment of such
      successor Trustee relates; but, on request of the Company, the Guarantors
      or such successor Trustee, such retiring Trustee, upon payment of its
      charges with respect to the Securities of that or those series to which
      the appointment of such successor Trustee relates and subject to Section
      10.3 shall duly assign, transfer and deliver to such successor Trustee, to
      the extent contemplated by such supplemental indenture, the property and
      money held by such retiring Trustee hereunder with respect to the
      Securities of that or those series to which the appointment of such
      successor Trustee relates, subject to its claim, if any, provided for in
      Section 6.6.

            (3)   Upon request of any Person appointed hereunder as a successor
      Trustee, the Company and the Guarantors shall execute any and all
      instruments for more fully and certainly vesting in and confirming to such
      successor Trustee all such rights, powers and trusts referred to in
      paragraph (1) or (2) of this Section, as the case may be.

            (4)   No Person shall accept its appointment hereunder as a
      successor Trustee unless at the time of such acceptance such successor
      Person shall be qualified and eligible under this Article.

                                       57


      Section 6.10. Merger, Conversion, Consolidation or Succession to Business.

      Any Corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party or any
Corporation succeeding to all or substantially all of the corporate agency or
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. In case any Securities shall have been
authenticated but not delivered by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

      Section 6.11. Appointment of Authenticating Agent.

      The Trustee may appoint one or more Authenticating Agents acceptable to
the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

      Each Authenticating Agent must be acceptable to the Company and, except as
provided in or pursuant to this Indenture, shall at all times be a Corporation
that would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. 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 specified in this Section.

      Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such
Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions

                                       58


of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

      The Company and each Guarantor (without duplication) agree to pay each
Authenticating Agent from time to time reasonable compensation for its services
under this Section. If the Trustee makes such payments, it shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 6.6.

      The provisions of Sections 3.8, 6.3 and 6.4 shall be applicable to each
Authenticating Agent.

      If an Authenticating Agent is appointed with respect to one or more series
of Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

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

                                   Wells Fargo Bank, National Association,
                                   as Trustee

                                   By___________________________________________
                                     As Authenticating Agent

                                   By___________________________________________
                                     Authorized Officer

      If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officer's Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Securities.

                                       59


                                    ARTICLE 7

          HOLDERS LISTS AND REPORTS BY TRUSTEE, GUARANTORS AND COMPANY

      Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.

      In accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee:

            (1)   semiannually with respect to Securities of each series not
      later than May 1 and November 1 of the year or upon such other dates as
      are set forth in or pursuant to the Board Resolution or indenture
      supplemental hereto authorizing such series, a list, in each case in such
      form as the Trustee may reasonably require, of the names and addresses of
      Holders as of the applicable date, and

            (2)   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,

provided, however, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.

      Section 7.2. Preservation of Information; Communications to Holders.

      The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

      Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company, the Trustee,
any Paying Agent or any Security Registrar 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 Section 312(c) of the Trust Indenture
Act, 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 Section 312(b) of the Trust Indenture Act.

      Section 7.3. Reports by Trustee.

            (1)   Within 60 days after September 15 of each year commencing with
      the first September 15 following the first issuance of Securities pursuant
      to Section 3.1, if required by Section 313(a) of the Trust Indenture Act,
      the Trustee shall transmit, pursuant to Section 313(c) of the Trust
      Indenture Act, a brief report dated as of such September 15 with respect
      to any of the events specified in said Section 313(a) which may have
      occurred since the later of the immediately preceding September 15 and the
      date of this Indenture.

            (2)   The Trustee shall transmit the reports required by Section
      313(a) of the Trust Indenture Act at the times specified therein.

                                       60


            (3)   Reports pursuant to this Section shall be transmitted in the
      manner and to the Persons required by Sections 313(e) and 313(d) of the
      Trust Indenture Act.

      Section 7.4. Reports by Company and the Guarantors.

      The Company and the Guarantors, pursuant to Section 314(a) of the Trust
Indenture Act, shall:

            (1)   file with the Trustee, within 15 days after the Company or the
      Guarantors, as the case may be, are required to file the same with the
      Commission, copies of the annual reports and of the information, documents
      and other reports (or copies of such portions of any of the foregoing as
      the Commission may, from time to time, by rules and regulations prescribe)
      which the Company or the Guarantors, as the case may be, may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934, as amended; or, if the Company or the
      Guarantors, as the case may be, is not required to file information,
      documents or reports pursuant to either of said Sections, then it shall
      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 Securities Exchange Act of 1934, as
      amended, 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;

            (2)   file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to compliance
      by the Company or the Guarantors, as the case may be, with the conditions
      and covenants of this Indenture as may be required from time to time by
      such rules and regulations; and

            (3)   transmit within 30 days after the filing thereof with the
      Trustee, in the manner and to the extent provided in Section 313(c) of the
      Trust Indenture Act, such summaries of any information, documents and
      reports required to be filed by the Company or the Guarantors, as the case
      may be, pursuant to paragraphs (1) and (2) of this Section as may be
      required by rules and regulations prescribed from time to time by the
      Commission.

                                    ARTICLE 8

                         CONSOLIDATION, MERGER AND SALES

      Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge into any other Person (whether or not
affiliated with the Company), or sell, assign, transfer, lease, convey or
otherwise dispose of (or cause or permit any Restricted Subsidiary to sell,
assign, transfer, lease, convey or otherwise dispose of) its properties and
assets

                                       61


as an entirety or substantially as an entirety (determined on a consolidated
basis for the Company and its Restricted Subsidiaries) to any other Person,
unless:

            (1)   The Company shall be the surviving or continuing corporation
      or in case the Company shall consolidate with or merge into another Person
      or sell, assign, transfer, lease, convey or otherwise dispose of its
      properties and assets as an entirety or substantially as an entirety to
      any Person, the Person formed by such consolidation or into which the
      Company is merged or the Person which acquires by sale, assignment,
      transfer, lease, conveyance or otherwise the properties and assets of the
      Company as an entirety or substantially as an entirety shall be a
      Corporation organized and existing under the laws of the United States of
      America or any state thereof or the District of Columbia and shall
      expressly assume, by an indenture (or indentures, if at such time there is
      more than one Trustee) supplemental hereto, executed by the successor
      Person and the Guarantors and delivered to the Trustee, the due and
      punctual payment of the principal of, any premium and interest on and any
      Additional Amounts with respect to all the Securities and the performance
      of every obligation in this Indenture and the Outstanding Securities on
      the part of the Company to be performed or observed and shall provide for
      conversion or exchange rights in accordance with the provisions of the
      Securities of any series that are convertible or exchangeable into Common
      Stock or other securities;

            (2)   immediately before and after giving effect to such transaction
      and treating any Debt which becomes an Obligation of the Company or a
      Subsidiary as a result of such transaction as having been incurred by the
      Company or such Subsidiary at the time of such transaction, no Event of
      Default or event which, after notice or lapse of time, or both, would
      become an Event of Default, shall have occurred and be continuing; and

            (3)   either the Company or the successor Person shall have
      delivered to the Trustee an Officer's Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, sale, assignment,
      transfer, lease, conveyance or other disposition and, if a supplemental
      indenture is required in connection with such transaction, such
      supplemental indenture complies with this Article and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with.

      Section 8.2. Successor Person Substituted for Company.

      Upon any consolidation or amalgamation by the Company with or merger of
the Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety to any Person
in accordance with Section 8.1, the successor Person formed by such
consolidation or amalgamation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein; and thereafter, except in the case of a lease, the predecessor Person
shall be released from all obligations and covenants under this Indenture, the
Securities and the Coupons.

                                       62


      Section 8.3. Guarantors May Consolidate, Etc., Only on Certain Terms.

      No Guarantors (other than any Guarantor whose Guarantee is to be released
in accordance with the terms of the Guarantee and Section 16.6 of this
Indenture) will, and the Company will not cause or permit any Guarantor to,
consolidate with or merge into or sell, assign, transfer, lease, convey or
otherwise dispose of its properties and assets as an entirety or substantially
as an entirety to any other Person (other than the Company or any other
Guarantor), unless:

            (1)   such Guarantors shall be the surviving or continuing
      corporations or in case the Guarantors shall consolidate with or merge
      into another Person or sell, assign, transfer, lease, convey or otherwise
      dispose of its properties and assets as an entirety or substantially as an
      entirety to any Person, the Person formed by such consolidation or into
      which the Guarantors is merged or the Person which acquires by sale,
      assignment, transfer, lease, conveyance or otherwise the properties and
      assets of the Guarantors as an entirety or substantially as an entirety
      shall be a Corporation organized and existing under the laws of the United
      States of America, any state thereof or the District of Columbia, and
      shall expressly assume, by an indenture (or indentures, if at such time
      there is more than one Trustee) supplemental hereto, executed by the
      successor Person and the Company and delivered to the Trustee, the due and
      punctual payment of the principal of, any premium and interest on and any
      Additional Amounts with respect to all the Securities and the performance
      of every obligation in this Indenture and the Outstanding Securities on
      the part of the Guarantors to be performed or observed and shall provide
      for conversion or exchange rights in accordance with the provisions of the
      Securities of any series that are convertible or exchangeable into Common
      Stock or other securities;

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

            (3)   either the Guarantors or the successor Person shall have
      delivered to the Trustee a Guarantors' Officer's Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger, sale,
      assignment, transfer, lease, conveyance or other disposition and, if a
      supplemental indenture is required in connection with such transaction,
      such supplemental indenture comply with this Article and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with.

      Section 8.4. Successor Person Substituted for Guarantors.

      Upon any consolidation or amalgamation by a Guarantor with or merger of a
Guarantor into any other Person or any conveyance, transfer or lease of the
properties and assets of any Guarantor substantially as an entirety to any
Person in accordance with Section 8.3, the successor Person formed by such
consolidation or amalgamation or into which the Guarantor is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, a Guarantor under this Indenture
with the same effect as if such successor Person had been named as a Guarantor
herein; and thereafter, except in the case

                                       63


of a lease, the predecessor Person shall be released from all obligations and
covenants under this Indenture, the Securities and the Coupons.

                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

      Section 9.1. Supplemental Indentures Without Consent of Holders.

      Without the consent of any Holders of Securities or Coupons, the Company
(when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, for any of the following purposes:

            (1)   to evidence the succession of another Person to the Company or
      the Guarantors, and the assumption by any such successor of the covenants
      of the Company or the Guarantors, as the case may be, contained herein and
      in the Securities; or

            (2)   to add to the covenants of the Company or the Guarantors, as
      the case may be, for the benefit of the Holders of all or any series of
      Securities (as shall be specified in such supplemental indenture or
      indentures) or to surrender any right or power herein conferred upon the
      Company or the Guarantors, as the case may be; or

            (3)   to add to or change any of the provisions of this Indenture to
      provide that Bearer Securities may be registrable as to principal, to
      change or eliminate any restrictions on the payment of principal of, any
      premium or interest on or any Additional Amounts with respect to
      Securities, to permit Bearer Securities to be issued in exchange for
      Registered Securities, to permit Bearer Securities to be exchanged for
      Bearer Securities of other authorized denominations or to permit or
      facilitate the issuance of Securities in uncertificated form, provided any
      such action shall not materially adversely affect the interests of the
      Holders of Outstanding Securities of any series or any Coupons
      appertaining thereto in any material respect; or

            (4)   to establish the form or terms of Securities of any series and
      any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or

            (5)   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 6.9; or

            (6)   to cure any ambiguity or to correct or supplement any
      provision herein which may be defective or inconsistent with any other
      provision herein, or to make any other provisions with respect to matters
      or questions arising under this Indenture which shall not adversely affect
      the interests of the Holders of Securities of any series then Outstanding
      or any Coupons appertaining thereto in any material respect; or

                                       64


            (7)   to add to, delete from or revise the conditions, limitations
      and restrictions on the authorized amount, terms or purposes of issue,
      authentication and delivery of Securities, as herein set forth; or

            (8)   to add any additional Events of Default with respect to all or
      any series of Securities (as shall be specified in such supplemental
      indenture); or

            (9)   to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Article 4, provided that
      any such action shall not adversely affect the interests of any Holder of
      an Outstanding Security of such series and any Coupons appertaining
      thereto or any other Outstanding Security or Coupon in any material
      respect; or

            (10)  to secure the Securities pursuant to Section 10.5 or
      otherwise; or

            (11)  to make provisions with respect to conversion or exchange
      rights of Holders of Securities of any series; or

            (12)  to amend or supplement any provision contained herein or in
      any supplemental indenture, provided that no such amendment or supplement
      shall materially adversely affect the interests of the Holders of any
      Securities then Outstanding.

      Section 9.2. Supplemental Indentures with Consent of Holders.

      With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Company's Board
Resolution) and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture or of the Securities of such series; provided, however,
that no such supplemental indenture, without the consent of the Holder of each
Outstanding Security affected thereby, shall:

            (1)   change the Stated Maturity of the principal of, or any premium
      or installment of interest on or any Additional Amounts with respect to,
      any Security, or reduce the principal amount thereof or the rate (or
      modify the calculation of such rate) of interest thereon or any Additional
      Amounts with respect thereto, or any premium payable upon the redemption
      thereof or otherwise, or change the obligation of the Company and the
      Guarantors to pay Additional Amounts pursuant to the terms hereof (except
      as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or
      reduce the amount of the principal of an Original Issue Discount Security
      that would be due and payable upon a declaration of acceleration of the
      Maturity thereof pursuant to Section 5.2 or the amount thereof provable in
      bankruptcy pursuant to Section 5.4, change the redemption provisions or
      the right of repayment at the option of any Holder as contemplated by
      Article 13, in either case, in a manner adverse to the Holder, or change
      the Place of Payment, Currency in which the principal of, any premium or
      interest on, or any Additional Amounts with

                                       65


      respect to any Security is payable, or impair the right to institute suit
      for the enforcement of any such payment on or after the Stated Maturity
      thereof (or, in the case of redemption, on or after the Redemption Date
      or, in the case of repayment at the option of the Holder, on or after the
      date for repayment), or

            (2)   reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver (of compliance with certain provisions of this Indenture or
      certain defaults hereunder and their consequences) provided for in this
      Indenture, or reduce the requirements of Section 15.4 for quorum or
      voting, or

            (3)   modify any of the provisions of this Section, Section 5.13 or
      Section 10.9, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, or

            (4)   make any change that adversely affects the right to convert or
      exchange any Security into or for securities of the Company or the
      Guarantors or other securities (whether or not issued by the Company or
      the Guarantors), cash or property in accordance with its terms, or

            (5)   release any Guarantor from any of its obligations under its
      Guarantee or this Indenture otherwise in accordance with the terms of this
      Indenture, or

            (6)   modify any of the above provisions.

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

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

      Section 9.3. Execution of Supplemental Indentures.

      As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and an
Officer's Certificate and Guarantors' Officer's Certificate stating that all
conditions precedent to the execution of such supplemental indenture have been
fulfilled. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                                       66


      Section 9.4. Effect of Supplemental Indentures.

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

      Section 9.5. Reference in Securities to Supplemental Indentures.

      Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

      Section 9.6. Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

      Section 9.7. Notice of Supplemental Indenture.

      Promptly after the execution by the Company, the Guarantors and the
Trustee of any supplemental indenture pursuant to Section 9.2, the Company shall
transmit to the Holders of Outstanding Securities of any series affected thereby
a notice setting forth the substance of such supplemental indenture.

                                   ARTICLE 10

                                    COVENANTS

      Section 10.1. Payment of Principal, any Premium, Interest and Additional
Amounts.

      The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer Security
on or before the Maturity thereof, and any Additional Amounts payable with
respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.
All payment of principal of, any premium and interest on, and any Additional
Amounts with respect to the Securities of each Series that are payable in a
Foreign Currency that ceases to be used by the government or governments of
issuance shall be made in U.S. Dollars.

                                       67


      Section 10.2. Maintenance of Office or Agency.

      The Company and the Guarantors shall maintain in each Place of Payment for
any series of Securities an Office or Agency where Securities of such series
(but not Bearer Securities, except as otherwise provided below, unless such
Place of Payment is located outside the United States) may be presented or
surrendered for payment, where Securities of such series may be surrendered for
registration of transfer or exchange, where Securities of such series that are
convertible or exchangeable may be surrendered for conversion or exchange, and
where notices and demands to or upon the Company or the Guarantors in respect of
the Securities of such series relating thereto and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the Company and the
Guarantors shall maintain, subject to any laws or regulations applicable
thereto, an Office or Agency in a Place of Payment for such series which is
located outside the United States where Securities of such series and any
Coupons appertaining thereto may be presented and surrendered for payment;
provided, however, that if the Securities of such series are listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, the Company and the Guarantors shall
maintain a Paying Agent in London, Luxembourg or any other required city located
outside the United States so long as the Securities of such series are listed on
such exchange. The Company and the Guarantors will give prompt written notice to
the Trustee of the location, and any change in the location, of such Office or
Agency. If at any time the Company or the Guarantors shall fail to maintain any
such required Office or Agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment at the place specified for the purpose with respect
to such Securities as provided in or pursuant to this Indenture, and the Company
and the Guarantors hereby appoint the Trustee as their agent to receive all such
presentations, surrenders, notices and demands.

      Except as otherwise provided in or pursuant to this Indenture, no payment
of principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Company and the Guarantors
in the Borough of Manhattan, The City of New York, if (but only if) payment of
the full amount of such principal, premium, interest or Additional Amounts at
all offices outside the United States maintained for such purpose by the Company
and the Guarantors in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.

      The Company and the Guarantors may also from time to time designate one or
more other Offices or Agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company or the Guarantors of its
obligation to maintain an Office or Agency in each Place of

                                       68


Payment for Securities of any series for such purposes. The Company and the
Guarantors shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
Office or Agency. Unless otherwise provided in or pursuant to this Indenture,
the Company and the Guarantors hereby designate as the Place of Payment for each
series of Securities the Borough of Manhattan, The City of New York, and
initially appoint the Corporate Trust Office of the Trustee as the Office or
Agency of the Company in the Borough of Manhattan, The City of New York for such
purpose. The Company and the Guarantors may subsequently appoint a different
Office or Agency in the Borough of Manhattan, The City of New York for the
Securities of any series.

      Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

      Section 10.3. Money for Securities Payments to Be Held in Trust.

      If the Company shall at any time act as its own Paying Agent, or if the
Guarantors shall act as Paying Agent, with respect to any series of Securities,
it shall, on or before each due date of the principal of, any premium or
interest on or Additional Amounts with respect to any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.1 for the Securities of
such series) sufficient to pay the principal or any premium, interest or
Additional Amounts so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and shall promptly notify the
Trustee of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it shall, on or prior to each due date of the principal of, any
premium or interest on or any Additional Amounts with respect to any Securities
of such series, deposit with any Paying Agent a sum (in the currency or
currencies, currency unit or units or composite currency or currencies described
in the preceding paragraph) sufficient to pay the principal or any premium,
interest or Additional Amounts so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

      The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent shall:

            (1)   hold all sums held by it for the payment of the principal of,
      any premium or interest on or any Additional Amounts with respect to
      Securities of such series in trust for the benefit of the Persons entitled
      thereto until such sums shall be paid to such Persons or otherwise
      disposed of as provided in or pursuant to this Indenture;

                                       69


            (2)   give the Trustee notice of any default by the Company or the
      Guarantors (or any other obligor upon the Securities of such series) in
      the making of any payment of principal, any premium or interest on or any
      Additional Amounts with respect to the Securities of such series; and

            (3)   at any time during the continuance of any such default, upon
      the written request of the Trustee, forthwith pay to the Trustee all sums
      so held in trust by such Paying Agent.

      The Company or the Guarantors may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order or Guarantor's Order direct any Paying Agent
to pay, to the Trustee all sums held in trust by the Company, the Guarantors or
such Paying Agent, such sums to be held by the Trustee upon the same terms as
those upon which such sums were held by the Company, the Guarantors or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
sums.

      Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company or
the Guarantors, in trust for the payment of the principal of, any premium or
interest on or any Additional Amounts with respect to any Security of any series
or any Coupon appertaining thereto and remaining unclaimed for two years after
such principal or any such premium or interest or any such Additional Amounts
shall have become due and payable shall be paid to the Company on Company
Request (or if deposited by the Guarantors, paid to the Guarantors on
Guarantor's Request), or (if then held by the Company or the Guarantors) shall
be discharged from such trust; and the Holder of such Security or any Coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look
only to the Company and the Guarantors for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company and the Guarantors cause
to be published once, in an Authorized Newspaper in each Place of Payment for
such series or to be mailed to Holders of Registered Securities of such series,
or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing nor shall it be later than two years after such principal
and any premium or interest or Additional Amounts shall have become due and
payable, any unclaimed balance of such money then remaining will be repaid to
the Company or the Guarantors, as the case may be.

      Section 10.4. Additional Amounts.

      If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series

                                       70


established hereby or pursuant hereto to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms, and express mention of the payment of Additional Amounts (if
applicable) in any provision hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

      Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officer's Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who are
United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series. If any such withholding shall be required, then such Officer's
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or Coupons, and the Company
agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officer's Certificate furnished pursuant to this
Section 10.4.

      Section 10.5. Limitation on Liens.

      The Company covenants and agrees for the benefit of each series of
Securities, other than any series established in or pursuant to a Board
Resolution or in one or more indentures supplemental hereto which specifically
provides otherwise, that the Company will not, nor will it permit any Restricted
Subsidiary to, at any time create, incur, assume or guarantee any Debt secured
by any mortgage, pledge, lien, security interest or other encumbrance ("Lien")
on any property (including shares of Capital Stock or Debt) of the Company or of
any Restricted Subsidiary, whether now owned or hereafter acquired, without in
any such case effectively providing, concurrently with the creation, incurrence,
assumption or guarantee of such Debt, that the Securities of the applicable
series then Outstanding shall, so long as any such other Debt shall be so
secured (and, if the Company shall so determine, any other existing Debt (or
Debt thereafter in existence) created, incurred, assumed or guaranteed by the
Company or any Restricted Subsidiary), be secured by any such Lien equally and
ratably with or prior to any and all other Debt thereby secured, provided,
however, that the foregoing covenant shall not be applicable to the following:

            (a)   All Liens on property of the Company or any Restricted
      Subsidiary existing on the date of original issuance by the Company of the
      applicable series of Securities issued pursuant to this Indenture or such
      other date as may be specified in or

                                       71


      pursuant to a Board Resolution and set forth in an Officer's Certificate,
      or in one or more indentures supplemental hereto pursuant to which such
      series is established; or

            (b)   Liens on property acquired by the Company or any Restricted
      Subsidiary (including acquisition through merger or consolidation);
      provided that such Liens were in existence prior to and were not created
      in contemplation of such acquisition and shall not extend to any other
      property of the Company or any Restricted Subsidiary; or

            (c)   Liens on any property (including, in the case of a plant or
      facility, the land on which it is erected and fixtures comprising a part
      thereof) of the Company or any Restricted Subsidiary securing the payment
      of all or any part of the purchase price or construction cost thereof or
      securing any Debt created, incurred, assumed or guaranteed prior to, at
      the time of or within 120 days after the latest of the acquisition of such
      property or the completion of such construction, for the purpose of
      financing all or any part of the purchase price or construction cost
      thereof (provided, in the case of Liens securing the payment of all or any
      part of the purchase price of any property of the Company or any
      Restricted Subsidiary, as the case may be, or securing any Debt created,
      incurred, assumed or guaranteed for the purposes of financing all or any
      part of such purchase price, such Liens are limited to the property then
      being acquired and fixed improvements thereon and the Capital Stock of any
      Person formed to acquire such property and provided further in the case of
      Liens securing the payment of all or any part of the construction cost of
      any property of the Company or any Restricted Subsidiary, as the case may
      be, or securing any Debt created, incurred, assumed or guaranteed for the
      purpose of financing all or any part of such construction cost, such Liens
      are limited to the assets or property then being constructed and the land
      on which such property is erected and fixtures comprising a part thereof);
      or

            (d)   Liens on any property to secure all or any part of the cost of
      development, construction, alteration, repair or improvement of all or any
      part of such property, or to secure Debt created, incurred, assumed or
      guaranteed prior to, at the time of or within 120 days after the latest of
      the completion of such development, construction, alteration, repair or
      improvement, for the purpose of financing all or any part of such cost
      (provided such Liens do not extend to or cover any property of the Company
      or any Restricted Subsidiary other than the property then being developed,
      constructed, altered, repaired or improved and the land on which such
      property is erected and fixtures comprising a part thereof); or

            (e)   Liens in favor of the Company or a Restricted Subsidiary
      securing Debt of the Company or a Restricted Subsidiary; or

            (f)   Liens created in connection with tax assessments or legal
      proceedings and mechanics' liens and materialmen's liens and other similar
      liens created in the ordinary course of business; or

            (g)   Liens on property of the Company or any Restricted Subsidiary
      (except property consisting of the Capital Stock or Debt of the Company or
      any Restricted Subsidiary) in favor of the United States of America or any
      State thereof, or any

                                       72


      department, agency or instrumentality or political subdivision of the
      United States of America or any State thereof, or in favor of any other
      country, or any department, agency or instrumentality or political
      subdivision thereof, to secure partial, progress, advance or other
      payments pursuant to any contract or statute or to secure any Debt
      created, incurred, assumed or guaranteed for the purpose of financing all
      or any part of the purchase price or the cost of construction or
      improvement of the property subject to such Liens (including, but not
      limited to, Liens created in connection with pollution control, industrial
      revenue bond or similar financings); or

            (h)   Any extension, renewal or replacement (or successive
      extensions, renewals or replacements), in whole or in part, of any Lien
      referred to in the foregoing subparagraphs (a) through (g); provided that
      any of the foregoing are limited to the same property subject to, and
      securing no more Debt than the Lien so extended, renewed or replaced.

      Notwithstanding the foregoing provisions of this Section 10.5, the Company
and any Restricted Subsidiary may create, incur, assume or guarantee Debt of the
Company or any Restricted Subsidiary which would otherwise be subject to the
foregoing restrictions, without equally and ratably securing the applicable
series of Securities, if the aggregate principal amount of all Debt secured by
Liens on property (including shares of Capital Stock or Debt) of the Company and
of any Subsidiary then outstanding (not including Debt permitted to be secured
under subparagraphs (a) through (h) above), plus Attributable Debt of the
Company and its Subsidiaries in respect of Sale/Leaseback Transactions that
would otherwise be subject to the restrictions set forth in Section 10.6, does
not at the time such Debt is created, incurred, assumed or guaranteed exceed 10%
of Consolidated Net Tangible Assets.

      If a secured revolving credit facility is established or increased without
equally and ratably securing outstanding Securities in compliance with the
immediately preceding paragraph, then all subsequent borrowings under such
revolving credit facility shall be deemed to be permissible under this Section
10.5.

      For the purposes of this Section 10.5, the creation of a Lien on property
(including shares of Capital Stock or Debt) of the Company or of any Restricted
Subsidiary to secure Debt which existed prior to the creation of such Lien shall
be deemed to involve the creation of Debt secured by a Lien in an amount equal
to the principal amount secured by such Lien.

      Section 10.6. Limitation on Sale/Leaseback Transactions.

      The Company covenants and agrees for the benefit of each series of
Securities, other than any series established in or pursuant to a Board
Resolution or in one or more indentures supplemental hereto which specifically
provides otherwise, that neither the Company nor any Restricted Subsidiary will
enter into any Sale/Leaseback Transaction after the date of the original
issuance by the Company of the applicable series of Securities issued pursuant
to this Indenture, or such other date as may be specified in or pursuant to a
Board Resolution and set forth in an Officer's Certificate, or in one or more
indentures supplemental hereto pursuant to which such series is established,
with any Person (other than the Company or a Restricted Subsidiary) providing
for a term of more than three years unless:

                                       73


            (a)   the Company or such Restricted Subsidiary would be permitted,
      pursuant to the terms of Section 10.5, to incur Debt in a principal amount
      equal to or exceeding the Attributable Debt in respect of such
      Sale/Leaseback Transaction secured by a Lien on the property subject to
      such Sale/Leaseback Transaction without equally and ratably securing the
      applicable series of Securities; or

            (b)   since the date of this Indenture and within a period
      commencing six months prior to the consummation of the Sale/Leaseback
      Transaction and ending six months after the consummation thereof, the
      Company or such Restricted Subsidiary has expended or will expend for any
      property (including amounts expended for the acquisition thereof, or for
      additions, alterations, improvements or repairs thereto) an amount up to
      the net proceeds of such Sale/Leaseback Transaction, and the Company
      elects to designate such amount as a credit against such Sale/Leaseback
      Transaction (with any amount of such net proceeds not being so designated
      to be applied as set forth in paragraph (c) below); or

            (c)   the Company, during or immediately after the expiration of the
      12-month period following the consummation of the Sale/Leaseback
      Transaction, applies or causes such Restricted Subsidiary to apply to the
      voluntary retirement, redemption or defeasance of Securities of any series
      or other Funded Debt of the Company (other than Funded Debt subordinated
      to the Securities) or Funded Debt of such Restricted Subsidiary an amount
      equal to the greater of (i) the net proceeds of the Sale/Leaseback
      Transaction and (ii) the fair value, in the opinion of the Board of
      Directors of the Company, of the subject property of the Sale/Leaseback
      Transaction at the time of such transaction (adjusted, in either case, to
      reflect the remaining term of the lease and any amount applied pursuant to
      paragraph (b) above), less an amount equal to the principal amount of any
      such Funded Debt of the Company or such Restricted Subsidiary, other than
      Securities, voluntarily retired by the Company or such Restricted
      Subsidiary during such 12-month period.

      "Sale/Leaseback Transaction" means any arrangement providing for the
leasing to the Company or any Restricted Subsidiary by any Person (other than
the Company or a Restricted Subsidiary) of any property which has been, or is to
be, sold or transferred by the Company or such Restricted Subsidiary to such
Person or to any Person (other than the Company or a Restricted Subsidiary) to
which funds have been or are to be advanced by such Person on the security of
the leased property.

      Section 10.7. Issuance of Subsidiary Guarantees.

      The Company shall not cause or permit any of its Restricted Subsidiaries,
directly or indirectly, to guarantee any Debt of the Company unless such
Restricted Subsidiary:

            (1)   executes and delivers to the Trustee a supplemental indenture
      in form reasonably satisfactory to the Trustee pursuant to which such
      Restricted Subsidiary shall unconditionally Guarantee all of the Company's
      obligations under the Securities and this Indenture on the terms set forth
      in this Indenture; and

                                       74


            (2)   delivers to the Trustee an Opinion of Counsel (which may
      contain customary exceptions) that such supplemental indenture has been
      duly authorized, executed and delivered by such Restricted Subsidiary and
      constitutes a legal, valid, binding and enforceable obligation of such
      Restricted Subsidiary.

      Thereafter, such Restricted Subsidiary shall be a Guarantor for all
purposes of this Indenture until such Guarantee is released in accordance with
the provisions of Article 16. The Company may cause any other Restricted
Subsidiary to issue a Guarantee and become a Guarantor.

      Section 10.8. Corporate Existence.

      Subject to Article 8, the Company and the Guarantors shall do or cause to
be done all things necessary to preserve and keep in full force and effect their
respective corporate existences and that of each of their respective
Subsidiaries and their respective rights (charter and statutory) and franchises;
provided, however, that the foregoing shall not obligate the Company or the
Guarantors or any of their respective Subsidiaries to preserve any such right or
franchise if the Company, the Guarantors or any such Subsidiary shall determine
that the preservation thereof is no longer desirable in the conduct of its
business or the business of such Subsidiary and that the loss thereof is not
disadvantageous in any material respect to any Holder.

      Section 10.9. Waiver of Certain Covenants.

      The Company or the Guarantors, as the case may be, may omit in any
particular instance to comply with any term, provision or condition set forth in
Section 10.5, 10.6 or 10.7 with respect to the Securities of any series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series, by Act of such
Holders, either shall waive such compliance in such instance or generally shall
have waived compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the Guarantors and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

      Section 10.10. Company Statement as to Compliance; Notice of Certain
Defaults.

            (1)   The Company shall deliver to the Trustee, within 120 days
      after the end of each fiscal year, a written statement (which need not be
      contained in or accompanied by an Officer's Certificate) signed by the
      principal executive officer, the principal financial officer or the
      principal accounting officer of the Company, stating that

                  (a)   a review of the activities of the Company and its
            Subsidiaries during such year and of its performance under this
            Indenture has been made under his or her supervision, and

                  (b)   to the best of his or her knowledge, based on such
            review, (i) the Company and each Guarantor have complied with all
            the conditions and covenants imposed on it under this Indenture
            throughout such year, or, if there has been a default in the
            fulfillment of any such condition or covenant, specifying

                                       75


            each such default known to him or her and the nature and status
            thereof, and (ii) no event has occurred and is continuing which is,
            or after notice or lapse of time or both would become, an Event of
            Default, or, if such an event has occurred and is continuing,
            specifying each such event known to him or her and the nature and
            status thereof.

            (2)   The Company and each Guarantor shall deliver to the Trustee,
      within five days after the occurrence thereof, written notice of any Event
      of Default or any event which after notice or lapse of time or both would
      become an Event of Default pursuant to clause (4) of Section 5.1.

            (3)   The Trustee shall have no duty to monitor the Company's
      compliance with the covenants contained in this Article 10 other than as
      specifically set forth in this Section 10.10.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

      Section 11.1. Applicability of Article.

      Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

      Section 11.2. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of (a) less than all of the Securities of any series or (b) all of
the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed.

      Section 11.3. Selection by Trustee of Securities to be Redeemed.

      If less than all of the Securities of any series with the same issue date,
interest rate or formula, Stated Maturity and other terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal amount of Registered Securities of such
series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Registered Security of such series not
redeemed to less than the minimum denomination for a Security of such series
established herein or pursuant hereto.

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      The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

      For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal of such Securities which has been or is to be redeemed.

      Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into other securities of the Company before termination of the
conversion right with respect to the portion of the Security so selected, the
converted portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. Securities which have been converted or
exchanged during a selection of Securities to be redeemed shall be treated by
the Trustee as Outstanding for the purpose of such selection.

      Section 11.4. Notice of Redemption.

      Notice of redemption shall be given in the manner provided in Section 1.6,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

      Any notice that is mailed to the Holder of any Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

      All notices of redemption shall state:

            (1)   the Redemption Date,

            (2)   the Redemption Price,

            (3)   if less than all Outstanding Securities of any series are to
      be redeemed, the identification (and, in the case of partial redemption,
      the principal amount) of the particular Security or Securities to be
      redeemed,

            (4)   in case any Security is to be redeemed in part only, the
      notice which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the Holder of such
      Security will receive, without charge, a new Security or Securities of
      authorized denominations for the principal amount thereof remaining
      unredeemed,

                                       77


            (5)   that, on the Redemption Date, the Redemption Price shall
      become due and payable upon each such Security or portion thereof to be
      redeemed, and, if applicable, that interest thereon shall cease to accrue
      on and after said date,

            (6)   the place or places where such Securities, together (in the
      case of Bearer Securities) with all Coupons appertaining thereto, if any,
      maturing after the Redemption Date, are to be surrendered for payment of
      the Redemption Price and any accrued interest and Additional Amounts
      pertaining thereto,

            (7)   that the redemption is for a sinking fund, if such is the
      case,

            (8)   that, unless otherwise specified in such notice, Bearer
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all Coupons maturing subsequent to the date fixed for
      redemption or the amount of any such missing Coupon or Coupons will be
      deducted from the Redemption Price, unless security or indemnity
      satisfactory to the Company, the Guarantors, the Trustee and any Paying
      Agent is furnished,

            (9)   if Bearer Securities of any series are to be redeemed and no
      Registered Securities of such series are to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on the Redemption Date pursuant to Section 3.5 or otherwise,
      the last date, as determined by the Company, on which such exchanges may
      be made,

            (10)  in the case of Securities of any series that are convertible
      into Common Stock of the Company or exchangeable for other securities, the
      conversion or exchange price or rate, the date or dates on which the right
      to convert or exchange the principal of the Securities of such series to
      be redeemed will commence or terminate and the place or places where such
      Securities may be surrendered for conversion or exchange, and

            (11)  the CUSIP number or the Euroclear or the Cedel reference
      numbers of such Securities, if any (or any other numbers used by a
      Depository to identify such Securities).

      A notice of redemption published as contemplated by Section 1.6 need not
identify particular Registered Securities to be redeemed.

      Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

      Section 11.5. Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company or the Guarantors shall
deposit, with respect to the Securities of any series called for redemption
pursuant to Section 11.4, with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent or the Guarantors are acting as Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money in the applicable Currency sufficient to pay the Redemption Price of, and

                                       78


(except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 3.1 or in the Securities of such series)
any accrued interest on and Additional Amounts with respect thereto, all such
Securities or portions thereof which are to be redeemed on that date.

      Section 11.6. Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company and the Guarantors shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest and the
Coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all Coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with any accrued interest and Additional Amounts to the Redemption Date;
provided, however, that, except as otherwise provided in or pursuant to this
Indenture or the Bearer Securities of such series, installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only upon presentation and surrender of Coupons for such
interest (at an Office or Agency located outside the United States except as
otherwise provided in Section 10.2), and provided further that, except as
otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 3.7.

      If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that any interest
or Additional Amounts represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such
Security located outside of the United States except as otherwise provided in
Section 10.2.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium, until paid, shall bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

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      Section 11.7. Securities Redeemed in Part.

      Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

      Section 12.1. Applicability of Article.

      The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series and this Indenture.

      Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

      The Company or the Guarantors may, in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of any series to be made
pursuant to the terms of such Securities (1) deliver Outstanding Securities of
such series (other than any of such Securities previously called for redemption
or any of such Securities in respect of which cash shall have been released to
the Company), together in the case of any Bearer Securities of such series with
all unmatured Coupons appertaining thereto, and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been

                                       80


previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If, as a result of the delivery or
credit of Securities of any series in lieu of cash payments pursuant to this
Section 12.2, the principal amount of Securities of such series to be redeemed
in order to satisfy the remaining sinking fund payment shall be less than
$100,000, the Trustee need not call Securities of such series for redemption,
except upon Company Request or Guarantors' Request, and such cash payment shall
be held by the Trustee or a Paying Agent and applied to the next succeeding
sinking fund payment, provided, however, that the Trustee or such Paying Agent
shall at the request of the Company or the Guarantors from time to time pay over
and deliver to the Company or the Guarantors, as the case may be, any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Company or the Guarantors to the Trustee of Securities of that series purchased
by the Company or the Guarantors having an unpaid principal amount equal to the
cash payment requested to be released to the Company.

      Section 12.3. Redemption of Securities for Sinking Fund.

      Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officer's
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officer's Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                   ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

      Section 13.1. Applicability of Article.

      Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 3.9, shall not
operate as a payment, redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section
13.1, in connection with any repayment of Securities, the

                                       81


Company may arrange for the purchase of any Securities by an agreement with one
or more investment bankers or other purchasers to purchase such Securities by
paying to the Holders of such Securities on or before the close of business on
the repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                   ARTICLE 14

                        SECURITIES IN FOREIGN CURRENCIES

      Section 14.1. Applicability of Article.

      Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series or pursuant to
this Indenture or the Securities, any amount in respect of any Security
denominated in a Currency other than Dollars shall be treated for any such
action or distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company or the Guarantors may
specify in a written notice to the Trustee.

                                   ARTICLE 15

                        MEETINGS OF HOLDERS OF SECURITIES

      Section 15.1. Purposes for Which Meetings May Be Called.

      A meeting of Holders of Securities of any series may be called at any time
and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

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      Section 15.2. Call, Notice and Place of Meetings.

            (1)   The Trustee may at any time call a meeting of Holders of
      Securities of any series for any purpose specified in Section 15.1, to be
      held at such time and at such place in the Borough of Manhattan, The City
      of New York, or, if Securities of such series have been issued in whole or
      in part as Bearer Securities, in London or in such place outside the
      United States as the Trustee shall determine. Notice of every meeting of
      Holders of Securities of any 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 given, in the manner provided in Section 1.6, not
      less than 21 nor more than 180 days prior to the date fixed for the
      meeting.

            (2)   In case at any time the Company (by or pursuant to a Board
      Resolution), the Guarantors (by or pursuant to a Guarantors' Board
      Resolution) or the Holders of at least 10% in principal amount of the
      Outstanding Securities of any series shall have requested the Trustee to
      call a meeting of the Holders of Securities of such series for any purpose
      specified in Section 15.1, by written request setting forth in reasonable
      detail the action proposed to be taken at the meeting, and the Trustee
      shall not have mailed notice of or made the first publication of the
      notice of such meeting within 21 days after receipt of such request
      (whichever shall be required pursuant to Section 1.6) or shall not
      thereafter proceed to cause the meeting to be held as provided herein,
      then the Company, the Guarantors or the Holders of Securities of such
      series in the amount above specified may determine the time and the place
      in the Borough of Manhattan, The City of New York, or, if Securities of
      such series are to be issued as Bearer Securities, in London for such
      meeting and may call such meeting for such purposes by giving notice
      thereof as provided in clause (1) of this Section.

      Section 15.3. Persons Entitled to Vote at Meetings.

      To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel, any representatives of the Guarantors and their counsel
and any representatives of the Company and its counsel.

      Section 15.4. Quorum; Action.

      The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a

                                       83


period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any
reconvened meeting, such reconvened meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such reconvened meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 15.2(1), except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

      Except as limited by the proviso to Section 9.2, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

      Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

      Section 15.5. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

            (1)   Notwithstanding any other provisions of this Indenture, the
      Trustee may make such reasonable regulations as it may deem advisable for
      any meeting of Holders of Securities of such series in regard to proof of
      the holding of Securities of such series 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 deem appropriate. Except as otherwise permitted or
      required by any such regulations, the holding of Securities shall be
      proved in the manner specified in Section 1.4 and the appointment of any
      proxy shall be proved in the manner specified in Section 1.4 or by having
      the signature of the person executing the proxy witnessed or guaranteed by
      any trust company, bank or banker authorized by Section 1.4 to certify to
      the holding of Bearer Securities. Such regulations may provide that
      written instruments appointing proxies, regular on their face, may be
      presumed valid and genuine without the proof specified in Section 1.4 or
      other proof.

            (2)   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 Holders of Securities as provided in Section
      15.2(2), in which case the Company, the Guarantors or the Holders of
      Securities of the series calling the meeting shall in like manner appoint
      a temporary chairman. A permanent chairman and a permanent secretary

                                       84


      of the meeting shall be elected by vote of the Persons entitled to vote a
      majority in principal amount of the Outstanding Securities of such series
      represented at the meeting.

            (3)   At any meeting, each Holder of a Security of such series or
      proxy shall be entitled to one vote for each $1,000 principal amount of
      Securities of such series held or represented by him; 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, except as a Holder of a Security of such series or proxy.

            (4)   Any meeting of Holders of Securities of any series duly called
      pursuant to Section 15.2 at which a quorum is present may be adjourned
      from time to time by Persons entitled to vote a majority in principal
      amount of the Outstanding Securities of such series represented at the
      meeting; and the meeting may be held as so adjourned without further
      notice.

      Section 15.6. Counting Votes and Recording Action of Meetings.

      The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series 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, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series 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 said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and the Guarantors, and another 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 16

                                   GUARANTEES

      Section 16.1. The Unconditional Guarantee.

      Each Guarantor hereby unconditionally, jointly and severally, guarantees
to each Holder of a Security authenticated by the Trustee and to the Trustee and
its successors and assigns that the principal of, premium thereon (if any) and
interest on the Securities will be promptly paid in full when due, subject to
any applicable grace period, whether at maturity, by acceleration or otherwise,
and interest on the overdue principal and interest on any overdue interest on
the

                                       85


Securities and all other obligations of the Company to the Holders or the
Trustee hereunder or under the Securities will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; subject,
however, to the limitations set forth in Section 16.3 hereof. Each Guarantor
hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that the Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities and this Indenture. If any Holder or the
Trustee is required by any court or otherwise to return to the Company, any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or any Guarantor, any amount paid by the
Company or any Guarantor to the Trustee or such Holder, each Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees that, as between a Guarantor, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations Guaranteed hereby may be accelerated as provided in Article 5 hereof
for the purpose of each Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article 5 hereof, such obligations (whether or not due and
payable) shall become due and payable by each Guarantor for the purpose of each
Guarantee.

      Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder in
enforcing any rights under this Article 16.

      Section 16.2. Severability.

      In case any provision of this Article 16 shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

      Section 16.3. Limitation of Guarantors' Liability.

            (a)   To the extent applicable, a Guarantor's liability in F respect
      of its Guarantee shall be limited to the extent set forth below:

                  (1)   Limitations Applicable to U.S. Guarantors. Each
            Guarantor that is incorporated, organized or formed, as the case may
            be, under the laws of the United States, any State thereof or the
            District of Columbia (a "U.S. Guarantor"), and by its acceptance
            hereof, each Holder and the Trustee, hereby confirm that it is the
            intention of all such parties that the Guarantee of a U.S. Guarantor
            does not constitute a fraudulent transfer or conveyance for purposes
            of Title 11 of the United States Code, as amended, the Uniform
            Fraudulent Conveyance Act, the

                                       86


            Uniform Fraudulent Transfer Act or any similar U.S. Federal or state
            or other applicable law. To effectuate the foregoing intention, each
            Holder and each U.S. Guarantor hereby irrevocably agree that the
            obligations of a U.S. Guarantor under its Guarantee shall be limited
            to the maximum amount as will, after giving effect to all other
            contingent and fixed liabilities of such U.S. Guarantor, result in
            the obligations of such U.S. Guarantor not constituting such a
            fraudulent transfer or conveyance.

                  (2)   Limitations Applicable to Other Guarantors. Each
            Guarantor that is incorporated, organized or formed, as the case may
            be, under the laws of any jurisdiction other than one set forth in
            clause (1) above (an "Other Guarantor"), and by its acceptance
            hereof, each Holder and the Trustee, hereby confirm that it is the
            intention of all such parties that the Guarantee of an Other
            Guarantor does not constitute a fraudulent transfer or conveyance
            for purposes of applicable law. To effectuate the foregoing
            intention, each Holder and each Other Guarantor hereby irrevocably
            agree that the obligations of an Other Guarantor under its Guarantee
            shall be limited to the maximum amount as will, after giving effect
            to all other contingent and fixed liabilities of such Other
            Guarantor, result in the obligations of such Other Guarantor not
            constituting such a fraudulent transfer or conveyance.

            (b)   If, following the date of this Indenture and notwithstanding
      anything in Section 9.2 to the contrary:

                  (1)   (i) there shall be any change in the laws of the
            jurisdiction set forth in clause (1) of subsection (a) of this
            Section 16.3 or (ii) any Restricted Subsidiary incorporated,
            organized or formed, as the case may be, under the laws of any
            jurisdiction other than one set forth in clause (1) of subsection
            (a) of this Section 16.3 (a "Future Guarantor") shall be required to
            execute a Guarantee and the Company shall reasonably determine that
            clause (2) with respect to Other Guarantors shall not adequately
            address the limitations on such Guarantee imposed by applicable law
            of the jurisdiction of incorporation, organization or formation, as
            the case may be, of any such Future Guarantor; or

                  (2)   the Company shall reasonably determine that it shall be
            necessary or advisable to amend the terms of clause (1) of
            subsection (a) of this Section 16.3 or to add additional provisions
            related to the limitations imposed on the Guarantee of a Future
            Guarantor,

      then upon the delivery of an Officers' Certificate and Opinion of Counsel
      reasonably satisfactory to the Trustee, the Company shall be entitled to
      amend such clauses or add such additional provisions (including any
      related modifications to the form of Guarantee attached hereto in Exhibit
      A ), as the case may be, in order for the Guarantee of a Guarantor not to
      so violate applicable law.

      Notwithstanding any other provision of this Indenture, stock of any
foreign entity directly held by a Guarantor shall not serve as security for any
of the Securities issued under this

                                       87


Indenture, other than stock of any such foreign entity representing no more than
65% of the total combined voting power of all classes of stock of such entity
entitled to vote.

      Section 16.4. Successors and Assigns.

      This Article 16 shall be binding upon each Guarantor and its successors
and assigns and shall ensure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges conferred upon
that party in this Indenture and in the Securities shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions of this Indenture.

      Section 16.5. No Waiver.

      Neither a failure nor a delay on the part of either the Trustee or the
Holders in exercising any right, power or privilege under this Article 16 shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any right, power or privilege. The
rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or
benefits which either may have under this Article 16 at law, in equity, by
statute or otherwise.

      Section 16.6. Release of Guarantor.

      A Guarantor shall be released from all of its obligations under its
Guarantee:

            (a)   in connection with any sale or other disposition of all of the
      Capital Stock of such Guarantor to a Person other than the Company or any
      Subsidiary of the Company;

            (b)   in connection with the sale or other disposition of all or
      substantially all of the assets of such Guarantor, including by way of
      merger, consolidation or otherwise, to a Person other than the Company or
      any Subsidiary of the Company;

            (c)   in the case of any Restricted Subsidiary which after the Issue
      Date is required to Guarantee the Securities pursuant to Section 10.7,
      upon the release or discharge of the guarantee of such Restricted
      Subsidiary of Debt of the Company which resulted in the obligation to so
      Guarantee the Securities; or

            (d)   upon the release of such Guarantor from all of its obligations
      under its guarantee granted in favor of the lenders under the Credit
      Agreement.

      Section 16.7. Execution of Supplemental Indenture for Future Guarantors.

      Each Subsidiary which is required to become a Guarantor shall, and the
Company shall cause each such Subsidiary to, promptly execute and deliver to the
Trustee a supplemental indenture substantially in the form of Exhibit B hereto
pursuant to which such Subsidiary shall become a Guarantor under this Article 16
and shall guarantee the obligations of the Company under the Securities and this
Indenture. Concurrently with the execution and delivery of such

                                       88


supplemental indenture, the Company shall deliver to the Trustee an Opinion of
Counsel to the effect that such supplemental indenture has been duly authorized,
executed and delivered by such Subsidiary and that, subject to the application
of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and
other similar laws relating to creditors' rights generally and to the principles
of equity, whether considered in a proceeding at law or in equity, the Guarantee
of such Guarantor is a legal, valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms.

      Section 16.8. Execution and Delivery of Guarantee.

      To evidence the Guarantee set forth in this Article 16, each Guarantor
hereby agrees that a notation of such Guarantee shall be placed on each Security
authenticated and made available for delivery by the Trustee and that this
Guarantee shall be executed on behalf of each Guarantor by the manual or
facsimile signature of an Officer of each Guarantor. Each Guarantor hereby
agrees that the Guarantee set forth in Section 16.1 hereof shall remain in full
force and effect notwithstanding any failure to endorse on each Security a
notation of such Guarantee. If an Officer of a Guarantor whose signature is on
the Guarantee no longer holds that office at the time the Trustee authenticates
the Security on which the Guarantee is endorsed, the Guarantee shall be valid
nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of each Guarantor.

      Section 16.9. Subordination of Subrogation and Other Rights.

      Each Guarantor hereby agrees that any claim against the Company that
arises from the payment, performance or enforcement of such Guarantor's
obligations under the Guarantee or this Indenture, including, without
limitation, any right of subrogation, shall be subject and subordinate to, and
no payment with respect to any such claim of such Guarantor shall be made
before, the payment in full in cash of all outstanding Securities in accordance
with the provisions provided therefor in this Indenture.

                                       89


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

                                   THE LUBRIZOL CORPORATION

Attest:

                                   By___________________________________________
                                   Name:
                                   Title:

                                   1500 WEST ELIZABETH CORPORATION

                                   By___________________________________________
                                   Name:
                                   Title:

                                   CARROLL SCIENTIFIC INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   CHEMRON CORPORATION

                                   By___________________________________________
                                   Name:
                                   Title:

                                   CPI ENGINEERING SERVICES, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                       90


                                   ENGINE CONTROL SYSTEMS LTD.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   GATEWAY ADDITIVE COMPANY

                                   By___________________________________________
                                   Name:
                                   Title:

                                   LUBRICANT INVESTMENTS, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   LUBRIZOL CHINA, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   LUBRIZOL ENTERPRISES, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                       91


                                   LUBRIZOL FOAM CONTROL ADDITIVES, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   LUBRIZOL INTER-AMERICAS CORPORATION

                                   By___________________________________________
                                   Name:
                                   Title:

                                   LUBRIZOL INTERNATIONAL MANAGEMENT CORPORATION

                                   By___________________________________________
                                   Name:
                                   Title:

                                   LUBRIZOL OVERSEAS TRADING CORPORATION

                                   By___________________________________________
                                   Name:
                                   Title:

                                   LUBRIZOL PERFORMANCE SYSTEMS INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                       92


                                   MPP PIPELINE CORPORATION

                                   By___________________________________________
                                   Name:
                                   Title:

                                   NOVEON INTERNATIONAL, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   NOVEON, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   FCC ACQUISITION CORP.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   NOVEON CHINA, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   NOVEON DIAMALT, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                       93


                                   NOVEON FCC, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   NOVEON HILTON DAVIS, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   NOVEON HOLDING CORPORATION

                                   By___________________________________________
                                   Name:
                                   Title:

                                   NOVEON IP HOLDINGS CORP.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   NOVEON KALAMA, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                   NOVEON TEXTILE CHEMICALS, INC.

                                   By___________________________________________
                                   Name:
                                   Title:

                                       94


                                   PERFORMANCE MATERIALS I INC.

                                   By___________________________________________
                                   Name:
                                   Title:

Attest:                            WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   as Trustee

                                   By___________________________________________
                                   Name:
                                   Title:

                                       95


                                                                      SCHEDULE A

                                   GUARANTORS

1500 West Elizabeth Corporation

Carroll Scientific Inc.

Chemron Corporation

CPI Engineering Services, Inc.

Engine Control Systems Ltd.

Gateway Additive Company

Lubricant Investments, Inc.

Lubrizol China, Inc.

Lubrizol Enterprises, Inc.

Lubrizol Foam Control Additives, Inc.

Lubrizol Inter-Americas Corporation

Lubrizol International Management Corporation

Lubrizol Overseas Trading Corporation

Lubrizol Performance Systems Inc.

MPP Pipeline Corporation

Noveon International, Inc.

Noveon, Inc.

FCC Acquisition Corp.

Noveon China, Inc.

Noveon Diamalt, Inc.

Noveon FCC, Inc.

Noveon Hilton Davis, Inc.

Noveon Holding Corporation

Noveon IP Holdings Corp.

Noveon Kalama, Inc.

Noveon Textile Chemicals, Inc.

Performance Materials I Inc.

                                    Sch. A-1



                                                                       EXHIBIT A

                                FORM OF GUARANTEE

            Each Guarantor (capitalized terms used herein have the meanings
given such terms in the Indenture referred to in the Security upon which this
notation is endorsed) hereby unconditionally guarantees on a senior subordinated
basis (such guarantee being referred to herein as the "Guarantee") the due and
punctual payment of the principal of, premium, if any, and interest on the
Securities, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal, premium and interest on
the Securities, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee, all in accordance with the terms set
forth in Article 16 of the Indenture.

            This Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

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

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

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   By: _________________________________________
                                       Name:
                                       Title:

                                     Exh. A



                                                                       EXHIBIT B

                         FORM OF SUPPLEMENTAL INDENTURE

            SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
      , among         (the "New Guarantor"), a subsidiary of THE LUBRIZOL
CORPORATION (or its successor), an Ohio corporation (the "Company"), the
Guarantors (the "Existing Guarantors") under the Indenture referred to below,
and Wells Fargo Bank, National Association, as trustee under the Indenture
referred to below (the "Trustee").

                                   W I T N E S S E T H:

            WHEREAS the Company has heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the
"Indenture"), dated as of [      ], providing for the issuance of its [      ]
(the "Securities");

            WHEREAS Section 16.7 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all of the Company's obligations under
the Securities pursuant to a Guarantee on the terms and conditions set forth
herein; and

            WHEREAS pursuant to Section 9.1 of the Indenture, the Trustee, the
Company and Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;

            NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders as follows:

            1.    Definitions. (a) Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

            (b)   For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.

            2.    Agreement to Guarantee. The New Guarantor hereby agrees,
jointly and severally with all other Guarantors, to Guarantee the Company's
obligations under the Notes on the terms and subject to the conditions set forth
in Article 16 of the Indenture and to be bound by all other applicable
provisions of the Indenture. From and after the date hereof, the New Guarantor
shall be a Guarantor for all purposes under the Indenture and the Securities.

                                    Exh. B-1



            3.    Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder heretofore or hereafter
authenticated and delivered shall be bound hereby.

            4.    Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. EACH OF
THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SUPPLEMENTAL INDENTURE.

            5.    Trustee Makes No Representation. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company.

            6.    Multiple Counterparts. The parties may sign multiple
counterparts of this Supplemental Indenture. Each signed counterpart shall be
deemed an original, but all of them together represent one and the same
agreement.

            7.    Headings. The headings of this Supplemental 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.

                                    Exh. B-2



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

                                   [NEW GUARANTOR]

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   THE LUBRIZOL CORPORATION

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   EXISTING GUARANTORS:

                                   By: _________________________________________
                                       Name:
                                       Title:

                                   WELLS FARGO BANK, NATIONAL
                                   ASSOCIATION, as Trustee

                                   By: _________________________________________
                                       Name:
                                       Title:

                                    Exh. B-3

EX-12.1

                                                                    Exhibit 12.1

                            THE LUBRIZOL CORPORATION

                Computation of Ratio of Earnings to Fixed Charges

               (all amounts except ratios are shown in thousands)


                                   Six
                               Months Ended
                                 June 30,
                                   2004         2003       2002        2001         2000         1999
                                ---------    ---------   ---------   ---------    ---------   ---------
                                                                            
Pretax income                   $  66,671    $ 129,071   $ 180,388   $ 139,949    $ 170,348   $ 195,350

Add (deduct) earnings of less
  than 50% owned affiliates
  (net of distributed
  earnings) included in
  pretax income                      (279)         773       1,676        (558)       1,135      (3,195)

Add losses of less than 50%
  owned affiliates included
  in pretax income                   --            140        --         2,162        1,818          18

Add fixed charges net of
  capitalized interest             24,296       25,114      23,298      25,041       26,869      29,696

Add previously capitalized
  interest amortized during
  period                              604        1,312       1,159       1,634        1,255       1,446
                                ---------    ---------   ---------   ---------    ---------   ---------
"Earnings"                      $  91,292    $ 156,410   $ 206,521   $ 168,228    $ 201,425   $ 223,315
                                =========    =========   =========   =========    =========   =========

Gross interest expense
  including capitalized
  interest ("Fixed Charges")    $  24,456    $  25,272   $  22,239   $  24,142    $  26,282   $  28,953

Ratio of earnings to
  fixed charges                      3.73         6.19        9.29        6.97         7.66        7.71

EX-23.1

                                                                    EXHIBIT 23.1




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-115662 of The Lubrizol Corporation of our report
dated February 6, 2004 (except for Note 18, as to which the date is July 19,
2004) (which report expresses an unqualified opinion and includes an explanatory
paragraph relating to the adoption of Statement of Financial Accounting
Standards No. 142 in 2002), appearing in the Current Report on Form 8-K of The
Lubrizol Corporation dated August 4, 2004, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.


/s/ Deloitte & Touche LLP
_________________________

DELOITTE & TOUCHE LLP
Cleveland, Ohio
August 4, 2004

EX-23.2

                                                                    Exhibit 23.2

            Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-3 No. 333-115662) and related
Prospectus of The Lubrizol Corporation and to the incorporation by reference
therein of our reports, as listed below:

     -  Our report dated February 17, 2004, with respect to the consolidated
        financial statements of Noveon International, Inc. included in The
        Lubrizol Corporation's Current Report (Form 8-K) filed with the
        Securities and Exchange Commission on May 20, 2004 and incorporated by
        reference in The Lubrizol Corporation's Current Report (Form 8-K/A)
        filed with the Securities and Exchange Commission on July 29, 2004;

     -  Our report dated September 5, 2002, with respect to the consolidated
        financial statements of BFGoodrich Performance Materials (a segment of
        The BFGoodrich Company) included in The Lubrizol Corporation's Current
        Report (Form 8-K) filed with the Securities and Exchange Commission on
        May 20, 2004 and incorporated by reference in The Lubrizol Corporation's
        Current Report (Form 8-K/A) filed with the Securities and Exchange
        Commission on July 29, 2004 and;

     -  Our report dated February 17, 2004 (except for Note W for which the date
        is July 29, 2004), with respect to the consolidated financial statements
        of Noveon International, Inc. included in The Lubrizol Corporation's
        Current Report (Form 8-K) filed with the Securities and Exchange
        Commission on August 4, 2004.


/s/ Ernst & Young LLP

Cleveland, Ohio
July 29, 2004

EX-24.2

                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY

      Each person whose name is signed hereto has made, constituted and
appointed, and does hereby make, constitute and appoint, JAMES L. HAMBRICK,
CHARLES P. COOLEY and LESLIE M. REYNOLDS as his or her true and lawful attorney,
for him or her and in his or her name, place and stead to affix, as
attorney-in-fact, his or her signature as a director or officer or both, as the
case may be, of The Lubrizol Corporation, an Ohio corporation, to the
Registration Statement on Form S-3 pertaining to the universal shelf
registration of up to $2.0 billion in aggregate amount of securities, including
any and all amendments or modifications to such registration statement to be
filed with the Securities and Exchange Commission, giving and granting unto such
attorney-in-fact full power and authority to do and perform every act and thing
whatsoever necessary to be done in connection with any such filing, as fully as
he or she might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue hereof.

      In witness whereof, this Power of Attorney, which may be executed in two
or more counterparts, each of which shall be deemed to be an original but all of
which shall together constitute but one and the same instrument, has been signed
as of July 21, 2004.

/s/ W. Scott Emerick                  Corporate Controller
- ------------------------------        (Principal Accounting Officer)
W. SCOTT EMERICK

EX-24.3

                                                                    EXHIBIT 24.3

                                POWER OF ATTORNEY

      Each person whose name is signed below has made, constituted and
appointed, and does hereby make, constitute and appoint, JAMES L. HAMBRICK,
CHARLES P. COOLEY and LESLIE M. REYNOLDS as his or her true and lawful attorney,
for him or her and in his or her name, place and stead to affix, as
attorney-in-fact, his or her signature as a director or officer or both, as the
case may be, of the direct or indirect subsidiary corporation of The Lubrizol
Corporation ("Lubrizol") set forth immediately preceding his or her name below
to the Registration Statement on Form S-3 of Lubrizol and each of the
subsidiaries listed below, pertaining to the universal shelf registration of up
to $2.0 billion in aggregate amount of securities, including any and all
amendments or modifications to such registration statement to be filed with the
Securities and Exchange Commission, giving and granting unto such
attorney-in-fact full power and authority to do and perform every act and thing
whatsoever necessary to be done in connection with any such filing, as fully as
he or she might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue hereof.

In witness whereof, this Power of Attorney, which may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
shall together constitute but one and the same instrument, has been signed as of
May 14, 2004.

1500 WEST ELIZABETH CORPORATION

/s/ Joseph Barbanel                 President and Treasurer
- -------------------------------     (Principal Executive, Financial and
JOSEPH BARBANEL                     Accounting Officer)


/s/ James Robinson III              Director
- -------------------------------
JAMES ROBINSON III

CARROLL SCIENTIFIC, INC.

/s/ Richard M. Bradley              President
- -------------------------------     (Principal Executive Officer)
RICHARD M. BRADLEY

/s/ Daniel R. Welly                 Director and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
DANIEL R. WELLY

/s/ Donald W. Bogus                 Director and Senior Vice President
- -------------------------------
DONALD W. BOGUS

                                       1


CHEMRON CORPORATION

/s/ J. Mark Sutherland              Director and President
- -------------------------------     (Principal Executive Officer)
J. MARK SUTHERLAND

/s/ Daniel R. Welly                 Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
DANIEL R. WELLY

/s/ Donald W. Bogus                 Director and Vice President
- -------------------------------
DONALD W. BOGUS

CPI ENGINEERING SERVICES, INC.

/s/ George R. Hill                  Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
GEORGE R. HILL

/s/ John M. Zaremba                 Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
JOHN M. ZAREMBA

/s/ John C. Tolfa                   Director, President and Chief Operating
- -------------------------------     Officer
JOHN C. TOLFA

ENGINE CONTROL SYSTEMS LTD.

/s/ Edward P. Richards              President
- -------------------------------     (Principal Executive Officer)
EDWARD P. RICHARDS

/s/ Robert B. Ecker                 Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
ROBERT B. ECKER

/s/ George R. Hill                  Director
- -------------------------------
GEORGE R. HILL

                                       2


GATEWAY ADDITIVE COMPANY

/s/ John A. Kimes                   Director and President
- -------------------------------     (Principal Executive Officer)
JOHN A. KIMES

/s/ John R. Ahern                   Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
JOHN R. AHERN

/s/ Donald W. Bogus                 Director
- -------------------------------
DONALD W. BOGUS

/s/ Daniel R. Welly                 Director
- -------------------------------
DANIEL R. WELLY

LUBRICANT INVESTMENTS, INC.

/s/ David C. Reel                   President
- -------------------------------     (Principal Executive Officer)
DAVID C. REEL

/s/ Jeffrey A. Vavruska             Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
JEFFREY A. VAVRUSKA

/s/ Larry D. Norwood                Director
- -------------------------------
LARRY D. NORWOOD

LUBRIZOL CHINA, INC.

/s/ Tsung Fei Tang                  Director and President
- -------------------------------     (Principal Executive Officer)
TSUNG FEI TANG

/s/ Jeffrey A. Vavruska             Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
JEFFREY A. VAVRUSKA

/s/ Gregory R. Lewis                Director
- -------------------------------
GREGORY R. LEWIS

                                       3


LUBRIZOL ENTERPRISES, INC.

/s/ Charles P. Cooley               Director and President
- -------------------------------     (Principal Executive Officer)
CHARLES P. COOLEY

/s/ Jeffrey A. Vavruska             Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
JEFFREY A. VAVRUSKA

/s/ George R. Hill                  Director
- -------------------------------
GEORGE R. HILL

/s/ William G. Bares                Director
- -------------------------------
WILLIAM G. BARES

LUBRIZOL FOAM CONTROL ADDITIVES, INC.

/s/ Roman M. Radekevich             Director and President
- -------------------------------     (Principal Executive Officer)
ROMAN M. RADEKEVICH

/s/ Robert G. Thompson              Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
ROBERT G. THOMPSON

/s/ Donald W. Bogus                 Director
- -------------------------------
DONALD W. BOGUS

LUBRIZOL INTER-AMERICAS CORPORATION

/s/ Jeffrey A. Vavruska             Director, President and Treasurer
- -------------------------------     (Principal Executive, Financial and
JEFFREY A. VAVRUSKA                 Accounting Officer)


/s/ John R. Ahern                   Director
- -------------------------------
JOHN R. AHERN

                                       4


LUBRIZOL INTERNATIONAL MANAGEMENT CORPORATION

/s/ David J. Fries                  Director and President
- -------------------------------     (Principal Executive Officer)
DAVID J. FRIES

/s/ John R. Ahern                   Director and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
JOHN R. AHERN

/s/ Colin B. Chapman                Director
- -------------------------------
COLIN B. CHAPMAN

/s/ Gregory R. Lewis                Director
- -------------------------------
GREGORY R. LEWIS

LUBRIZOL OVERSEAS TRADING CORPORATION

/s/ Jeffrey A. Vavruska             Director, President and Treasurer
- -------------------------------     (Principal Executive, Financial and
JEFFREY A. VAVRUSKA                 Accounting Officer)


/s/ Leslie M. Reynolds              Director
- -------------------------------
LESLIE M. REYNOLDS

LUBRIZOL PERFORMANCE SYSTEMS INC.

/s/ L. William Silzle               Director and President
- -------------------------------     (Principal Executive Officer)
L. WILLIAM SILZLE

/s/ Robert B. Ecker                 Director and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
ROBERT B. ECKER

/s/ George R. Hill                  Director
- -------------------------------
GEORGE R. HILL

MPP PIPELINE CORPORATION

/s/ Larry D. Norwood                Director and President
- -------------------------------     (Principal Executive Officer)
LARRY D. NORWOOD

/s/ Michael S. Owen                 Treasurer and Secretary
- -------------------------------     (Principal Financial and Accounting Officer)
MICHAEL S. OWEN

                                       5


                                POWER OF ATTORNEY

      Each person whose name is signed below has made, constituted and
appointed, and does hereby make, constitute and appoint, JAMES L. HAMBRICK,
CHARLES P. COOLEY and LESLIE M. REYNOLDS as his or her true and lawful attorney,
for him or her and in his or her name, place and stead to affix, as
attorney-in-fact, his or her signature as a director or officer or both, as the
case may be, of the direct or indirect subsidiary corporation of The Lubrizol
Corporation ("Lubrizol") set forth immediately preceding his or her name below
to the Registration Statement on Form S-3 of Lubrizol and each of the
subsidiaries listed below, pertaining to the universal shelf registration of up
to $2.0 billion in aggregate amount of securities, including any and all
amendments or modifications to such registration statement to be filed with the
Securities and Exchange Commission, giving and granting unto such
attorney-in-fact full power and authority to do and perform every act and thing
whatsoever necessary to be done in connection with any such filing, as fully as
he or she might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue hereof.

In witness whereof, this Power of Attorney, which may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
shall together constitute but one and the same instrument, has been signed as of
June 3, 2004.

NOVEON INTERNATIONAL, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

CREATIVE CHEMICAL, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

                                       1


FCC ACQUISITION CORP.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

KALAMA FOREIGN SALES CORPORATION

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

NOVEON CHINA, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

NOVEON DIAMALT, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

                                       2


NOVEON FCC, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

NOVEON HILTON DAVIS, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

NOVEON HOLDING CORPORATION

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

NOVEON IP HOLDINGS CORP.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

                                       3


NOVEON KALAMA, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

NOVEON TEXTILE CHEMICALS, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

NOVEON, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

                                       4


PERFORMANCE MATERIALS I INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

SCHER CHEMICALS, INC.

/s/ James L. Hambrick               Director and Chief Executive Officer
- -------------------------------     (Principal Executive Officer)
JAMES L. HAMBRICK

/s/ Donald W. Bogus                 Director and President
- -------------------------------
DONALD W. BOGUS

/s/ Charles P. Cooley               Director, Vice President and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
CHARLES P. COOLEY

                                       5


                                POWER OF ATTORNEY

      Each person whose name is signed below has made, constituted and
appointed, and does hereby make, constitute and appoint, JAMES L. HAMBRICK,
CHARLES P. COOLEY and LESLIE M. REYNOLDS as his or her true and lawful attorney,
for him or her and in his or her name, place and stead to affix, as
attorney-in-fact, his or her signature as a director or officer or both, as the
case may be, of the direct or indirect subsidiary corporation of The Lubrizol
Corporation ("Lubrizol") set forth immediately preceding his or her name below
to the Registration Statement on Form S-3 of Lubrizol and each of the
subsidiaries listed below, pertaining to the universal shelf registration of up
to $2.0 billion in aggregate amount of securities, including any and all
amendments or modifications to such registration statement to be filed with the
Securities and Exchange Commission, giving and granting unto such
attorney-in-fact full power and authority to do and perform every act and thing
whatsoever necessary to be done in connection with any such filing, as fully as
he or she might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue hereof.

In witness whereof, this Power of Attorney, which may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
shall together constitute but one and the same instrument, has been signed as of
July 28, 2004.

1500 WEST ELIZABETH CORPORATION

/s/ Donald W. Bogus                 President and Treasurer
- -------------------------------     (Principal Executive, Financial and
DONALD W. BOGUS                     Accounting Officer)

                                        1


                                POWER OF ATTORNEY

      Each person whose name is signed below has made, constituted and
appointed, and does hereby make, constitute and appoint, JAMES L. HAMBRICK,
CHARLES P. COOLEY and LESLIE M. REYNOLDS as his or her true and lawful attorney,
for him or her and in his or her name, place and stead to affix, as
attorney-in-fact, his or her signature as a director or officer or both, as the
case may be, of the direct or indirect subsidiary corporation of The Lubrizol
Corporation ("Lubrizol") set forth immediately preceding his or her name below
to the Registration Statement on Form S-3 of Lubrizol and each of the
subsidiaries listed below, pertaining to the universal shelf registration of up
to $2.0 billion in aggregate amount of securities, including any and all
amendments or modifications to such registration statement to be filed with the
Securities and Exchange Commission, giving and granting unto such
attorney-in-fact full power and authority to do and perform every act and thing
whatsoever necessary to be done in connection with any such filing, as fully as
he or she might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue hereof.

In witness whereof, this Power of Attorney, which may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
shall together constitute but one and the same instrument, has been signed as of
July 27, 2004.

GATEWAY ADDITIVE COMPANY

/s/ W. Scott Emerick                Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
W. SCOTT EMERICK

LUBRIZOL INTER-AMERICAS CORPORATION

/s/ W. Scott Emerick                Director
- -------------------------------
W. SCOTT EMERICK

LUBRIZOL INTERNATIONAL MANAGEMENT CORPORATION

/s/ W. Scott Emerick                Director and Treasurer
- -------------------------------     (Principal Financial and Accounting Officer)
W. SCOTT EMERICK

                                       1

EX-25.1

                                                                    EXHIBIT 25.1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

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

 ____CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
                               SECTION 305(b) (2)

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

A NATIONAL BANKING ASSOCIATION                           94-1347393
(Jurisdiction of incorporation or                        (I.R.S. Employer
organization if not a U.S. national                      Identification No.)
bank)

101 NORTH PHILLIPS AVENUE                                57104
SIOUX FALLS, SOUTH DAKOTA                                (Zip code)
(Address of principal executive
offices)

                              WELLS FARGO & COMPANY
                          LAW DEPARTMENT, TRUST SECTION
                                  MAC N9305-175
                  SIXTH STREET AND MARQUETTE AVENUE, 17TH FLOOR
                          MINNEAPOLIS, MINNESOTA 55479
                                 (612) 667-4608
            (Name, address and telephone number of agent for service)

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

                           THE LUBRIZOL CORPORATION(1)
               (Exact name of obligor as specified in its charter)

OHIO                                                     34-0367600
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

29400 LAKELAND BOULEVARD
WICKLIFFE, OHIO                                           44092
(Address of principal executive                          (Zip code)
offices)

                          -----------------------------
                                 DEBT SECURITIES
                       (Title of the indenture securities)

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

(1) See Table 1 for list of additional obligors



                                     Table 1



                                                              JURISDICTION OF              I.R.S. EMPLOYER
EXACT NAME OF ADDITIONAL  OBLIGORS                              FORMATION                  IDENTIFICATION
- ----------------------------------                              ---------                  --------------
                                                                                     
1500 West Elizabeth Corporation                                New Jersey                    22-3838065
Carroll Scientific Inc.                                        Illinois                      34-1868206
Chemron Corporation                                            Delaware                      34-1938280
CPI Engineering Services, Inc.                                 Michigan                      38-2050864
Engine Control Systems Ltd.                                    Nevada                        88-0191671
Gateway Additive Company                                       Nevada                        31-1590777
Lubricant Investments, Inc.                                    Ohio                          34-1563459
Lubrizol China, Inc.                                           Ohio                          34-1792061
Lubrizol Enterprises, Inc.                                     Delaware                      34-1502387
Lubrizol Foam Control Additives, Inc.                          South Carolina                57-0686272
Lubrizol Inter-Americas Corporation                            Nevada                        34-1368171
Lubrizol International Management Corporation                  Nevada                        34-1323089
Lubrizol Overseas Trading Corporation                          Delaware                      51-6146748
Lubrizol Performance Systems Inc.                              Georgia                       58-0678914
MPP Pipeline Corporation                                       Delaware                      76-0412052
Noveon International, Inc.                                     Delaware                      13-4143923
Noveon, Inc.                                                   Delaware                      13-4143915
FCC Acquisition Corp.                                          Delaware                      23-2791891
Noveon China, Inc.                                             Delaware                      31-1567152
Noveon Diamalt, Inc.                                           Delaware                      22-3481037
Noveon FC, Inc.                                                Delaware                      51-0340498
Noveon Hilton Davis, Inc.                                      Delaware                      95-4071292
Noveon Holding Corporation                                     Delaware                      31-1231786
Noveon IP Holdings Corp.                                       Illinois                      52-2310708
Noveon Kalama, Inc.                                            Washington                    91-0862423
Noveon Textile Chemicals, Inc.                                 Delaware                      56-1767492
Performance Materials I Inc.                                   Delaware                      51-0408646




Item 1. General Information. Furnish the following information as to the
trustee:

            (a)   Name and address of each examining or supervising authority to
                  which it is subject.

                  Comptroller of the Currency
                  Treasury Department
                  Washington, D.C.

                  Federal Deposit Insurance Corporation
                  Washington, D.C.

                  Federal Reserve Bank of San Francisco San Francisco,
                  California 94120

            (b)   Whether it is authorized to exercise corporate trust powers.

                  The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.

            None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.

Item 15. Foreign Trustee.       Not applicable.

Item 16. List of Exhibits.      List below all exhibits filed as a part of this
                                Statement of Eligibility.

       Exhibit 1.    A copy of the Articles of Association of the trustee now in
                     effect.*

       Exhibit 2.    A copy of the Comptroller of the Currency Certificate of
                     Corporate Existence and Fiduciary Powers for Wells Fargo
                     Bank, National Association, dated February 4, 2004.**

       Exhibit 3.    See Exhibit 2

       Exhibit 4.    Copy of By-laws of the trustee as now in effect.***

       Exhibit 5.    Not applicable.

       Exhibit 6.    The consent of the trustee required by Section 321(b) of
                     the Act.

       Exhibit 7.    A copy of the latest report of condition of the
                     trustee published pursuant to law or the requirements
                     of its supervising or examining authority.

       Exhibit 8.    Not applicable.

       Exhibit 9.    Not applicable.



* Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux
Corporation file number 022-28721.

** Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux
Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux
Corporation file number 022-28721.



                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Minneapolis and State
of Minnesota on the 27th day of July 2004.

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION

                                         /s/ Michael T. Lechner
                                         ---------------------------------------
                                         Michael T. Lechner
                                         Assistant Vice President



                                    EXHIBIT 6

July 27, 2004

Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.

                                         Very truly yours,

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION

                                         /s/ Michael T. Lechner
                                         ---------------------------------------
                                         Michael T. Lechner
                                         Assistant Vice President



                                    Exhibit 7

                       Consolidated Report of Condition of

                      Wells Fargo Bank National Association
               of 101 North Phillips Avenue, Sioux Falls, SD 57104
                     And Foreign and Domestic Subsidiaries,
      at the close of business March 31, 2004, filed in accordance with 12
                     U.S.C. Section 161 for National Banks.



                                                                                                                 Dollar Amounts
                                                                                                                   In Millions
                                                                                                                   -----------
                                                                                                             
ASSETS
Cash and balances due from depository institutions:
        Noninterest-bearing balances and currency and coin                                                         $ 13,890
        Interest-bearing balances                                                                                     6,251
Securities:
        Held-to-maturity securities                                                                                       0
        Available-for-sale securities                                                                                27,661
Federal funds sold and securities purchased under agreements to resell:
        Federal funds sold in domestic offices                                                                        1,436
        Securities purchased under agreements to resell                                                                 170
Loans and lease financing receivables:
        Loans and leases held for sale                                                                               29,359
        Loans and leases, net of unearned income                                            233,785
        LESS: Allowance for loan and lease losses                                             2,629
        Loans and leases, net of unearned income and allowance                                                      231,156
Trading Assets                                                                                                        8,314
Premises and fixed assets (including capitalized leases)                                                              2,787
Other real estate owned                                                                                                 180
Investments in unconsolidated subsidiaries and associated companies                                                     284
Customers' liability to this bank on acceptances outstanding                                                             69
Intangible assets
        Goodwill                                                                                                      7,915
        Other intangible assets                                                                                       6,871
Other assets                                                                                                         11,217
                                                                                                                   --------
Total assets                                                                                                       $347,560
                                                                                                                   ========
LIABILITIES

Deposits:

        In domestic offices                                                                                        $240,660
             Noninterest-bearing                                                             78,496
             Interest-bearing                                                               162,164
        In foreign offices, Edge and Agreement subsidiaries, and IBFs                                                15,087
             Noninterest-bearing                                                                  3
             Interest-bearing                                                                15,084
Federal funds purchased and securities sold under agreements to repurchase:
        Federal funds purchased in domestic offices                                                                  18,617
        Securities sold under agreements to repurchase                                                                3,028






                                                                                                 Dollar Amounts
                                                                                                   In Millions
                                                                                                   -----------
                                                                                              
Trading liabilities                                                                                   4,973
Other borrowed money
        (includes mortgage indebtedness and obligations under capitalized leases)                    18,180
Bank's liability on acceptances executed and outstanding                                                 69
Subordinated notes and debentures                                                                     4,824
Other liabilities                                                                                     9,494
                                                                                                   --------
Total liabilities                                                                                  $314,932
Minority interest in consolidated subsidiaries                                                           70

EQUITY CAPITAL
Perpetual preferred stock and related surplus                                                             0
Common stock                                                                                            520
Surplus (exclude all surplus related to preferred stock)                                             23,424
Retained earnings                                                                                     7,812
Accumulated other comprehensive income                                                                  802
Other equity capital components                                                                           0
                                                                                                   --------
Total equity capital                                                                                 32,558
                                                                                                   --------
Total liabilities, minority interest, and equity capital                                           $347,560
                                                                                                   ========


I, James E. Hanson, Vice President of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                                               James E. Hanson
                                                                Vice President

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

Howard Atkins
Dave Hoyt                                   Directors
John Stumpf