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                                                                     EXHIBIT 4.2

                                AGCO CORPORATION
                                   as Issuer,

                                       and

                                 SUNTRUST BANK,
                                   as Trustee

                          FIRST SUPPLEMENTAL INDENTURE

                                   Dated as of

                                  June 23, 2005

        1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES B, DUE 2033




                              CROSS-REFERENCE TABLE



TIA Sections                                                     Indenture Sections
- ------------                                                     ------------------
                                                              
Section 310(a)(1).............................................      7.09
       (a)(2).................................................      7.09
       (a)(3).................................................      N.A.
       (a)(4).................................................      N.A.
       (a)(5).................................................      7.09
       (b)....................................................      7.08, 7.10
       (c)....................................................      N.A.
Section 311(a)................................................      7.13
       (b)....................................................      7.13
       (c)....................................................      N.A.
Section 312(a)................................................      5.01, 5.02(a)
       (b)....................................................      5.02(b)
       (c)....................................................      5.02(c)
Section 313(a)................................................      5.03(a)
       (b)....................................................      5.03(a)
       (c)....................................................      5.03(a), 16.03
       (d)....................................................      5.03(b)
Section 314(a)................................................      5.04
       (b)....................................................      N.A.
       (c)(1).................................................      16.05
       (c)(2).................................................      16.05
       (c)(3).................................................      N.A.
       (d)....................................................      N.A.
       (e)....................................................      16.05
Section 315(a)................................................      7.01, 7.03(a)
       (b)....................................................      7.02, 7.04(i)
       (c)....................................................      7.01
       (d)....................................................      7.01
       (e)....................................................      2.08*
Section 316(a)(last sentence).................................      8.04
       (a)(1)(A)..............................................      2.07*
       (a)(1)(B)..............................................      2.07*
       (a)(2).................................................      N.A.
       (b)....................................................      2.04*





                                                              
       (c)....................................................   8.01
Section 317(a)(1).............................................   2.02*
       (a)(2).................................................   2.02*
       (b)....................................................   4.04(a)(1), (2)
Section 318(a)................................................   16.07


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

      N.A. means not applicable.

      All references in the Cross-Reference Table are to Sections in the
Original Indenture, except that those indicated by an "*" are to Sections in the
First Supplemental Indenture

      Note: The Cross-Reference Table shall not for any purpose be deemed to be
a part of the Indenture.



                                TABLE OF CONTENTS


                                    Article I
        1 3/4% Convertible Senior Subordinated Notes, Series B, due 2033



                                                                                                               Page
                                                                                                               ----
                                                                                                            
Section 1.01. Establishment..................................................................................    2
Section 1.02. Definitions....................................................................................    2
Section 1.03. Form of Notes; Execution and Authentication of Notes...........................................   11
Section 1.04. Date and Denomination of Notes; Payments of Interest...........................................   11
Section 1.05. Exchange and Registration of Transfer of Notes.................................................   13
Section 1.06. Redemption of Notes at the Option of the Company...............................................   14
Section 1.07. Notice of Optional Redemption; Selection of Notes..............................................   14
Section 1.08. Payment of Notes Called for Redemption by the Company..........................................   16
Section 1.09. Conversion Arrangement on Call for Redemption..................................................   16
Section 1.10. Redemption at Option of Holders upon a Designated Event........................................   17
Section 1.11. Repurchase of Notes by the Company at Option of the Holder.....................................   19
Section 1.12. Procedures for the Repurchase of Notes.........................................................   20
Section 1.13. Deposit of Purchase Price......................................................................   22
Section 1.14. Notes Repurchased in Part......................................................................   22
Section 1.15. Repayment to the Company.......................................................................   22
Section 1.16. Effect of Repurchase Notice....................................................................   22
Section 1.17. Right to Convert...............................................................................   23
Section 1.18. Conversion Procedures..........................................................................   26
Section 1.19. Cash Payments in Lieu of Fractional Shares.....................................................   27
Section 1.20. Conversion Rate; Settlement Upon Conversion....................................................   28
Section 1.21. Adjustment of Conversion Rate..................................................................   28
Section 1.22. Effect of Fundamental Change, Reclassification, Consolidation, Merger or Sale..................   37
Section 1.23. Taxes on Shares Issued.........................................................................   39
Section 1.24. Notes Subordinated to Senior Indebtedness......................................................   39
Section 1.25. No Payment on Notes in Certain Circumstances...................................................   39
Section 1.26. Payment over Proceeds upon Dissolution Etc.....................................................   40
Section 1.27. Subrogation....................................................................................   42
Section 1.28. Obligations of Company Unconditional...........................................................   43
Section 1.29. Notice to Trustee..............................................................................   43
Section 1.30. Reliance on Judicial Order or Certificate of Liquidating Agent.................................   44
Section 1.31. Trustee's Relation to Senior Indebtedness......................................................   44
Section 1.32. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior
                  Indebtedness...............................................................................   44
Section 1.33. Holders Authorize Trustee to Effectuate Subordination of Notes.................................   45
Section 1.34. Not to Prevent Events of Default...............................................................   45
Section 1.35. Trustee's Compensation Not Prejudiced..........................................................   45
Section 1.36. No Waiver of Subordination Provisions..........................................................   45
Section 1.37. Payments May Be Paid Prior to Dissolution......................................................   45
Section 1.38. Consent of Holders of Senior Indebtedness Under the Bank Credit Agreement......................   46


                                       -i-



                                                                                              
Section 1.39. Trust Moneys Not Subordinated....................................................   46
Section 1.40. Supplemental Indenture with Consent of Noteholders...............................   46
Section 1.41. Supplemental Indenture without Consent of Noteholders............................   47

                                                  Article II
                         Remedies of the Trustee and Noteholders on Event of Default

Section 2.01. Events of Default; Acceleration..................................................   48
Section 2.02. Payments of Notes on Default; Suite Therefor.....................................   51
Section 2.03. Application of Monies Collected by Trustee.......................................   52
Section 2.04. Proceedings by Noteholder........................................................   53
Section 2.05. Proceedings by Trustee...........................................................   54
Section 2.06. Remedies Cumulative and Continuing...............................................   54
Section 2.07. Direction of Proceedings and Waiver of Defaults by Majority of Noteholders.......   54
Section 2.08. Undertaking to Pay Costs.........................................................   55

                                                 Article III
                         Remedies of the Trustee and Noteholders on Event of Default

Section 3.01. Governing Law....................................................................   55
Section 3.02. Execution in Counterparts........................................................   56
Section 3.03. Compliance with Original Indenture...............................................   56

Exhibit A         Form of Note................................................................   A-1
Exhibit B         Trustee's Certificate of Authentication.....................................   B-1
Exhibit C         Table of Additional Shares in Event of Fundamental .........................   C-1


                                      -ii-


                          FIRST SUPPLEMENTAL INDENTURE

            FIRST SUPPLEMENTAL INDENTURE dated as of June 23, 2005 between AGCO
Corporation, a Delaware corporation (hereinafter called the "COMPANY"), and
SunTrust Bank, a Georgia banking corporation, as trustee hereunder (hereinafter
called the "TRUSTEE").

                                   WITNESSETH:

            WHEREAS, the Company and the Trustee have heretofore entered into an
Indenture, dated as of December 23, 2003, which is incorporated herein by this
reference (the "ORIGINAL INDENTURE"), as amended and supplemented, including by
this First Supplemental Indenture (collectively hereinafter referred to as the
"INDENTURE");

            WHEREAS, under the Indenture, the Company and the Trustee may at any
time, with the consent of the holders of not less than a majority in aggregate
principal amount of the Notes, enter into a supplemental indenture for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of modifying in any manner the rights of
the holders of the Notes;

            WHEREAS, the Company hereby proposes to create and issue under the
Indenture a new series of Notes to be offered in exchange for all of the Notes
issued pursuant to the Original Indenture, as described in the Registration
Statement;

            WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its Series B Notes, in an aggregate principal amount not
to exceed $201,250,000 on the date hereof, and, to provide the terms and
conditions upon which the Series B Notes are to be authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
First Supplemental Indenture; and

            WHEREAS, all acts and things necessary to make the Series B Notes,
when executed by the Company and authenticated and delivered by the Trustee or a
duly authorized authenticating agent, as in the Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this First
Supplemental Indenture a valid agreement according to its terms, have been done
and performed, and the execution of this First Supplemental Indenture and the
issue hereunder of the Series B Notes have in all respects been duly authorized.

            NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

            That in order to declare the terms and conditions upon which the
Series B Notes are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the Series B
Notes by the holders thereof, the Company covenants and agrees with the Trustee
for the equal and proportionate benefit of the respective holders from time to
time of the Series B Notes (except as otherwise provided below), as follows:



                                    ARTICLE I

        1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES B, DUE 2033

            Section 1.01. Establishment. There is hereby established a new
series of Notes to be issued under the Indenture, to be designated as the
Company's 1-3/4% Convertible Senior Subordinated Notes, Series B, due 2033
(hereinafter called the "SERIES B NOTES"). There are to be authenticated and
delivered up to $201,250,000 principal amount of the Series B Notes, in an
amount equal to the aggregate original principal amount of the Company's 1-3/4%
Convertible Senior Subordinated Notes due 2033 (the "ORIGINAL NOTES") accepted
for exchange in an exchange offer, and no further Original Notes shall be
authenticated and delivered. The Series B Notes shall be issued in fully
registered form without coupons.

            The payment of obligations of the Company under the Series B Notes
shall be subordinated to the Company's Senior Indebtedness, including the
obligation of the Company under the Bank Credit Agreement and shall rank pari
passu with the obligations of the Company under the Senior Subordinated Notes.

            The Series B Notes shall be in substantially the form set out in
Exhibit A hereto, and the form of the Trustee's Certificate of Authentication
for the Series B Notes shall be in substantially the form set forth in Exhibit B
hereto. Each Series B Note shall be dated the date of authentication thereof and
shall bear interest from the date specified on the face of the form of Note
attached as Exhibit A hereto.

            The Series B Notes issued on the date hereof will be: (i) offered
and issued by the Company in exchange for the Original Notes issued pursuant to
the Indenture in accordance with the terms of an issuer tender offer filed with
the Commission, and (ii) registered for such exchange on a Registration
Statement on Form S-4 filed with the Commission. Upon completion of such
exchange and the issue of the Series B Notes therein, we will have no further or
ongoing obligation to register the Series B Notes or to make any filings to
facilitate their sale or other transfer or conversion into any shares of our
Common Stock, including no requirements to timely file reports for such exchange
offer or conversion under the Exchange Act.

            Section 1.02. Definitions. The terms defined in this Section 1.02
(except as herein otherwise expressly provided or unless the context otherwise
requires) shall have the respective meanings specified in this Section 1.02 for
purposes of the Series B Notes. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the Original
Indenture. All other terms used in this Indenture that are defined in the Trust
Indenture Act or which are by reference therein defined in the Securities Act
(except as herein otherwise expressly provided or unless the context otherwise
requires) shall have the meanings assigned to such terms in the Trust Indenture
Act and in the Securities Act as in force at the date of the execution of this
Indenture. The words "herein", "hereof", "hereunder" and words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other Subdivision. The terms defined in this Section 1.02 include the plural as
well as the singular.

            "ACCEPTED PURCHASED SHARES" has the meaning specified in Section
1.21(e)(B).

            "ADJUSTMENT EVENT" has the meaning specified in Section 1.21(j).

                                      -2-


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

            "AVERAGE MARKET PRICE" has the meaning specified in Section 1.21(f).

            "BANK CREDIT AGREEMENT" means the credit agreement dated April 17,
2001, as amended, among the Company, certain of its subsidiaries named therein,
the lenders named therein, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank, Nederland," New York Branch ("Rabobank"), SunTrust Bank and Credit
Suisse First Boston, as Co-Syndication Agents; Rabobank, Cobank, ACB and Bear
Stearns Corporate Lending, Inc., as Co-Documentation Agents; Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," Canadian Branch,
as Canadian administrative agent, and Rabobank as administrative agent, together
with all agreements, instruments and documents executed or delivered pursuant
thereto or in connection therewith, in each case as such agreements, documents
or instruments may be amended, supplemented, extended, renewed, replaced or
otherwise modified from time to time, including, but not limited by, the credit
agreement and other documents executed in connection with the credit facility
contemplated by that certain commitment letter dated August 15, 2003 from
Rabobank to the Company.

            "BOARD OF DIRECTORS" means the Board of Directors of the Company or
a committee of such Board of Directors duly authorized to act for it hereunder.

            "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which the banking institutions in The City of New
York or the city in which the Corporate Trust Office is located are authorized
or obligated by law or executive order to close or be closed.

            "CLOSING SALE PRICE" means, as of any date, the closing sale price
per share of Common Stock (or, if no closing sale price is reported, the average
of the closing bid and ask prices or, if more than one in either case, the
average of the average closing bid and the average closing ask prices) on such
date as reported in composite transactions for the New York Stock Exchange or
such other principal United States securities exchange on which shares of Common
Stock may be traded or, if the shares of Common Stock are not listed on a United
States national or regional securities exchange, as reported by the Nasdaq
National Market System or by the National Quotation Bureau Incorporated. In the
absence of such quotations, the Company shall be entitled to determine the
Closing Sale Price on the basis of such quotations as it considers appropriate.
Closing Sale Price shall be determined without reference to extended or after
hours trading.

            "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this

                                      -3-


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" means any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 1.22, however, shares issuable on conversion of Series B Notes shall
include only shares of the class designated as common stock of the Company at
the date of the Original Indenture, including any Rights attached thereto
(namely, the Common Stock, par value $0.01), or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which have
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which are not subject to redemption by the Company; provided that if at any
time there shall be more than one such resulting class, the shares of each such
class then so issuable on conversion shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

            "COMPANY" means the corporation named as the "Company" in the first
paragraph hereof, and, subject to the provisions of Article 11 of the Indenture
and Section 1.22 hereof, shall include its successors and assigns.

            "COMPANY REPURCHASE NOTICE" has the meaning specified in Section
1.12(c).

            "COMPANY REPURCHASE NOTICE DATE" has the meaning specified in
Section 1.12(b).

            "CONVERSION AGENT" means the Trustee or any other Person appointed
by the Company to accept Series B Notes presented for conversion.

            "CONVERSION DATE" has the meaning specified in Section 1.18.

            "CONVERSION NOTICE" has the meaning specified in Section 1.18.

            "CONVERSION PRICE" as of any date will equal $1,000 divided by the
Conversion Rate as of such date.

            "CONVERSION RATE" has the meaning specified in Section 1.20.

            "CONVERSION SETTLEMENT REFERENCE PERIOD" means the five Trading Day
period beginning on the second Trading Day immediately following the Conversion
Date, or with respect to any Series B Note which previously has been selected
for redemption by the Company pursuant to Section 1.07 hereof, the five Trading
Day period beginning on the second Trading Day immediately following the related
Redemption Date.

            "CONVERSION VALUE" as of any date means, for each $1,000 principal
amount of Series B Notes, the Conversion Rate as of such date multiplied by the
Average Market Price as of such date.

                                      -4-


            "CORPORATE TRUST OFFICE" means the designated office of the Trustee,
in the Borough of Manhattan, The City of New York, which office is at the date
hereof located at c/o SunTrust Robinson Humphrey Capital Markets, 3rd Floor, 125
Broad Street, New York, New York 10004.

            "CUSTODIAN" means the Trustee, as custodian with respect to the
Series B Notes in global form, or any successor entity thereto.

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

            "DEFAULTED INTEREST" has the meaning specified in Section 1.04.

            "DEPOSITARY" means the clearing agency registered under the Exchange
Act that is designated to act as the Depositary for the Global Notes. The
Depository Trust Company shall be the initial Depositary, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "Depositary" shall mean or include such
successor.

            "DESIGNATED EVENT" means the occurrence of a Fundamental Change or a
Termination of Trading.

            "DESIGNATED EVENT EXPIRATION TIME" has the meaning specified in
Section 1.10(b).

            "DESIGNATED EVENT NOTICE" has the meaning specified in Section
1.10(b).

            "DESIGNATED EVENT REDEMPTION DATE" has the meaning specified in
Section 1.10(a).

            "DESIGNATED SENIOR INDEBTEDNESS" means (i) Indebtedness and all
other monetary obligations (including expenses, fees and other monetary
obligations) under the Bank Credit Agreement and (ii) any other Indebtedness
constituting Senior Indebtedness that, at any date of determination, has an
aggregate principal amount of at least $25 million and is specifically
designated by the Company in the instrument creating or evidencing such Senior
Indebtedness as "Designated Senior Indebtedness."

            "DETERMINATION DATE" has the meaning specified in Section 1.21(j).

            "DISTRIBUTION" has the meaning specified in Section 1.21(d).

            "EVENT OF DEFAULT" means any event specified in Section 2.01 as an
Event of Default.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, as in effect from
time to time.

            "EX-DIVIDEND TIME" has the meaning specified in Section 1.17(b).

                                      -5-


            "EXPIRATION TIME" has the meaning specified in Section 1.21(e)(A).

            "FAIR MARKET VALUE" has the meaning specified in Section 1.21(f).

            "FUNDAMENTAL CHANGE" means any transaction or event (whether by
means of an exchange offer, liquidation, tender offer, consolidation, merger,
combination, reclassification, recapitalization or otherwise) in connection with
which 50% or more of our common stock is exchanged for, converted into, acquired
for or constitutes solely the right to receive consideration which is not at
least 90% common stock that is (or, upon consummation of or immediately
following such transaction or event, which will be) listed on a United States
national securities exchange or approved (or, upon consummation of or
immediately following such transaction or event, which will be approved) for
quotation on the Nasdaq National Market or any similar United States system of
automated dissemination of quotations of securities prices.

            "GAAP" means United States generally accepted accounting principles.

            "GLOBAL NOTE" has the meaning specified in Section 1.03.

            "INDENTURE" has the meaning specified in the recitals hereof.

            "INTEREST" means any interest payable under the terms of the Series
B Notes.

            "NET SHARE AMOUNT" has the meaning specified in Section 1.17(a).

            "NET SHARES" has the meaning specified in Section 1.20(b).

            "NOTE REGISTER" has the meaning specified in Section 2.05(a) of the
Original Indenture.

            "NOTE REGISTRAR" has the meaning specified in Section 2.05(a) of the
Original Indenture.

            "NOTEHOLDER" or "HOLDER" as applied to any Series B Note, or other
similar terms (but excluding the term "beneficial holder"), means any Person in
whose name at the time a particular Series B Note is registered on the Note
registrar's books.

            "NONELECTING SHARE" has the meaning specified in Section 1.22(c).

            "OFFER EXPIRATION TIME" has the meaning specified in Section
1.21(e)(B).

            "OFFICER" means any vice president, any assistant vice president,
any assistant secretary, any assistant treasurer, any trust officer or assistant
trust officer, the controller or any assistant controller 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.

                                      -6-


            "OFFICERS' CERTIFICATE" of the Company means a certificate signed by
the Chairman of the Board of Directors, a Vice Chairman of the Board of
Directors, the Chief Executive Officer, the President or a Vice President or the
Chief Financial Officer, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, as the case may be, and
delivered to the Trustee. Unless the context otherwise requires, each reference
herein to an "Officers' Certificate" shall mean an Officers' Certificate of the
Company. References herein, or in any Series B Note, to any officer of a Person
that is a partnership shall mean such officer of the partnership or, if none, of
a general partner of the partnership authorized thereby to act on its behalf.

            "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or other counsel
reasonably acceptable to the Trustee.

            "OPTIONAL REDEMPTION" has the meaning specified in Section 1.06.
            "ORIGINAL INDENTURE" has the meaning specified in the recitals
            hereof.

            "ORIGINAL NOTES" has the meaning specified in Section 1.01.

            "OUTSTANDING," when used with reference to Series B Notes and
subject to the provisions of Section 8.04 of the Original Indenture, means, as
of any particular time, all Series B Notes authenticated and delivered by the
Trustee under this First Supplemental Indenture, except:

            (a) Series B Notes theretofore canceled by the Trustee or delivered
      to the Trustee for cancellation;

            (b) Series B Notes, or portions thereof, (i) for the redemption of
      which monies in the necessary amount shall have been deposited in trust
      with the Trustee or with any paying agent (other than the Company) or (ii)
      which shall have been otherwise discharged in accordance with Article 12
      of the Original Indenture;

            (c) Series B Notes in lieu of which, or in substitution for which,
      other Series B Notes shall have been authenticated and delivered pursuant
      to the terms of Section 2.06 of the Original Indenture; and

            (d) Series B Notes converted into Common Stock pursuant to the
      conversion provisions in this Article 1 and Series B Notes deemed not
      outstanding pursuant to the redemption and repurchase provisions of this
      Article 1.

            "PERSON" means any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
or any government or political subdivision or any agency, department or
instrumentality thereof.

            "PREMIUM" means any premium payable under the terms of the Series B
Notes.

                                      -7-


            "PRINCIPAL CORPORATE TRUST OFFICE" means the designated office of
the Trustee at which its corporate trust business as it relates to the Indenture
shall be principally administered at any particular time, which office at the
date hereof is located at 25 Park Place, NE, 24th Floor, Atlanta, Georgia 30303.

            "PRINCIPAL RETURN" has the meaning specified in Section 1.20.

            "PUBLIC ACQUIRER CHANGE OF CONTROL" means any event constituting a
Fundamental Change in which the acquirer, the Person formed by or surviving any
merger or consolidation, or any Person that is a direct or indirect "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the
total voting power of all shares of such acquirer's or such other Person's
capital stock that are entitled to vote generally in the election of directors
has Public Acquirer Common Stock; provided that if there is more than one such
"beneficial owner," the relevant "beneficial owner" will be the one with the
most direct beneficial ownership to such acquirer's or other Person's capital
stock.

            "PUBLIC ACQUIRER COMMON STOCK" means shares of capital stock traded
on a United States national securities exchange or quoted on the Nasdaq National
Market or which will be so traded or quoted when issued or exchanged in
connection with a Fundamental Change.

            "PURCHASED SHARES" has the meaning specified in Section 1.21(e)(A).

            "RECORD DATE" has the meaning specified in Section 1.04 with respect
to any interest payment date, and for any other purpose means the record date
established by the Company for a specified purpose.

            "RECORD DATE" has the meaning specified in Section 1.21(f).

            "REDEMPTION DATE" has the meaning specified in Section 1.07.

            "REPURCHASE DATE" has the meaning specified in Section 1.11.

            "REPURCHASE NOTICE" has the meaning specified in Section 1.11(a).

            "SECURITIES ACT" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.

            "SENIOR INDEBTEDNESS" means the following obligations of the
Company, whether outstanding on the date of the Indenture or thereafter
Incurred:

            (a) all Indebtedness and all other monetary obligations (including,
      without limitation, expenses, fees, claims, indemnifications,
      reimbursements, liabilities and other monetary obligations and any
      obligation to deliver cash as collateral security for contingent
      reimbursement obligations in respect of outstanding letters of credit of
      the Company) under the Bank Credit Agreement, any Interest Rate Agreement
      or Currency Agreement and the Company's Guarantee of any Indebtedness or
      monetary obligation of any of its Subsidiaries under any Interest Rate
      Agreement or Currency Agreement; and

                                      -8-


            (b) all other Indebtedness of the Company (other than the Original
      Notes and the Senior Subordinated Notes), including principal and interest
      on such Indebtedness, unless such Indebtedness, by its terms or by the
      terms of any agreement or instrument pursuant to which such Indebtedness
      is issued, is pari passu with, or subordinated in right of payment to, the
      Series B Notes;

   provided that the term "Senior Indebtedness" shall not include:

            (i) any Indebtedness of the Company that, when Incurred, and without
      respect to any election under Section 1111(b) of the United States
      Bankruptcy Code, was without recourse to the Company;

            (ii) any Indebtedness of the Company that by its express terms is
      not senior to the Series B Notes or is pari passu or junior to the Series
      B Notes;

            (iii) any Indebtedness of the Company to any of its Subsidiaries or
      to a joint venture in which the Company has an interest;

            (iv) any Indebtedness of the Company not permitted by the indenture
      governing the Senior Subordinated Notes;

            (v) any repurchase, redemption or other obligation in respect of
      Redeemable Stock (as defined in the Indenture governing the Senior
      Subordinated Notes);

            (vi) any Indebtedness of the Company to any employee, officer or
      director of the Company or any of its Subsidiaries;

            (vii) any liability for federal, state, local or other taxes owed or
      owing by the Company; or

            (viii) any Trade Payables of the Company.

            Senior Indebtedness will also include interest accruing subsequent
to events of bankruptcy of the Company and its Subsidiaries at the rate provided
for in the document governing such Senior Indebtedness, whether or not such
interest is an allowed claim enforceable against the debtor in a bankruptcy case
under federal bankruptcy law or similar laws relating to insolvency. For
purposes of clause (iv) of the immediately preceding proviso, a good faith
determination by the Chief Financial Officer of the Company, evidenced by an
officer's certificate, that any Indebtedness was permitted by the Indenture
governing the Senior Subordinated Notes shall be conclusive.

            "SENIOR SUBORDINATED NOTES" means the 8-1/2% Senior Subordinated
Notes due 2006 issued pursuant to the Indenture, dated as of March 20, 1996,
among the Company and SunTrust Bank, as trustee.

            "SERIES B NOTES" has the meaning specified in Section 1.01.

                                      -9-


            "SPINOFF VALUATION PERIOD" has the meaning specified in Section
1.21(d).

            "SUBSIDIARY" of any Person means (i) any corporation more than 50%
of whose stock of any class or classes having by the terms of such stock
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or by one
or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person and (ii) any partnership, association, limited
liability company, joint venture or other entity in which such Person and/or one
or more Subsidiaries of such Person or such Person and one or more Subsidiaries
of such Person has more than a 50% equity interest at the time.

            "TERMINATION OF TRADING" means that the Common Stock, or other
common stock into which the Series B Notes are then convertible, is neither
listed for trading on a United States national securities exchange nor approved
for trading on the Nasdaq National Market.

            "TRADING DAY" means (x) if the applicable security is quoted on the
Nasdaq National Market, a day on which trades may be made thereon or (y) if the
applicable security is listed or admitted for trading on the New York Stock
Exchange or such other national securities exchange, a day on which the New York
Stock Exchange or another national securities exchange is open for business or
(z) if the applicable security is not so listed, admitted for trading or quoted,
any day other than a Saturday or Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order
to close.

            "TRADING PRICE" means, on any date, the average of the secondary
market bid quotations for the Series B Notes obtained by the Trustee for
$10,000,000 principal amount of Notes at approximately 3:30 p.m., New York City
time, on such date from three independent nationally recognized securities
dealers selected by the Company; provided that if at least three such bids
cannot reasonably be obtained by the Trustee, but two bids are obtained, then
the average of the two bids shall be used, and if only one such bid can
reasonably be obtained by the Trustee, one bid shall be used; and provided
further that if the Trustee cannot reasonably obtain at least one bid for
$10,000,000 principal amount of Notes from a nationally recognized securities
dealer, then the Trading Price per $1,000 principal amount of Series B Notes
shall be deemed to be less than 98% of the product of the Closing Sale Price and
the Conversion Rate.

            "TRIGGER EVENT" has the meaning specified in Section 1.21(d).

            "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as it was in force at the date of this Indenture; provided that if the
Trust Indenture Act of 1939 is amended after the date hereof, the term "Trust
Indenture Act" shall mean, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

            "TRUSTEE" means SunTrust Bank, a Georgia banking corporation, and
its successors and any corporation resulting from or surviving any consolidation
or merger to which it or its successors may be a party and any successor trustee
at the time serving as successor trustee hereunder.

                                      -10-


            Section 1.03. Form of Notes; Execution and Authentication of Notes.
So long as the Series B Notes are eligible for book-entry settlement with the
Depositary, or unless otherwise required by law, or otherwise contemplated by
Section 2.05(b) of the Original Indenture, all of the Series B Notes will be
represented by one or more Series B Notes in global form registered in the name
of the Depositary or the nominee of the Depositary (a "GLOBAL NOTE"). The
transfer and exchange of beneficial interests in any such Global Note shall be
effected through the Depositary in accordance with the Indenture and the
applicable procedures of the Depositary. Except as provided in such Section
2.05(b), beneficial owners of a Global Note shall not be entitled to have
certificates registered in their names, will not receive or be entitled to
receive physical delivery of certificates in definitive form and will not be
considered holders of such Global Note.

            Any Global Note shall represent such of the outstanding Series B
Notes as shall be specified therein and shall provide that it shall represent
the aggregate amount of outstanding Series B Notes from time to time endorsed
thereon and that the aggregate amount of outstanding Series B Notes represented
thereby may from time to time be increased or reduced to reflect redemptions,
repurchases, conversions, transfers or exchanges permitted hereby. Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the amount of outstanding Series B Notes represented thereby shall be made by
the Trustee or the Custodian, at the direction of the Trustee, in such manner
and upon written instructions given by the holder of such Series B Notes in
accordance with this Indenture. Payment of principal of and interest and
premium, if any, on any Global Note shall be made to the holder of such Global
Note.

            The Series B Notes shall be signed in the name and on behalf of the
Company by the manual or facsimile signature of its Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, Chief Executive Officer,
President, Chief Financial Officer or any Vice President . The signature of any
of these officers on the Series B Notes may be manual or facsimile. Only such
Series B Notes as shall bear thereon a certificate of authentication
substantially in the form set forth on the form of Series B Note attached as
Exhibit A hereto, manually executed by the Trustee (or an authenticating agent
appointed by the Trustee as provided by Section 16.11 of the Original
Indenture), shall be entitled to the benefits of the Indenture or be valid or
obligatory for any purpose. Such certificate by the Trustee (or such an
authenticating agent) upon any Series B Note executed by the Company shall be
conclusive evidence that the Series B Note so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of the Indenture.

            In case any Officer of the Company who shall have signed any of the
Series B Notes shall cease to be such Officer before the Series B Notes so
signed shall have been authenticated and delivered by the Trustee, or disposed
of by the Company, such Series B Notes nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Series B Notes had
not ceased to be such Officer of the Company, and any Series B Note may be
signed on behalf of the Company by such persons as, at the actual date of the
execution of such Series B Note, shall be the proper Officers of the Company,
although at the date of the execution of the Indenture any such person was not
such an Officer.

            Section 1.04. Date and Denomination of Notes; Payments of Interest.
Subject to Section 1.03, the Series B Notes shall be issuable in registered form
without coupons in

                                      -11-


denominations of $1,000 principal amount and multiples thereof. Each Note shall
be dated the date of its authentication and shall bear interest from the date
specified on the face of the form of Series B Note attached as Exhibit A hereto.
Interest on the Series B Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

            The Person in whose name any Series B Note (or its predecessor Note)
is registered on the Note register at the close of business on any record date
with respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date, except that the interest payable
upon redemption or repurchase will be payable to the Person to whom principal is
payable pursuant to such redemption or repurchase (unless the redemption date or
the Repurchase Date, as the case may be, is an interest payment date, in which
case the semi-annual payment of interest becoming due on such date shall be
payable to the holders of such Series B Notes registered as such on the
applicable record date). Interest shall be payable at the office of the Company
maintained by the Company for such purposes in the Borough of Manhattan, The
City of New York, which shall initially be the Corporate Trust Office of the
Trustee and may, as the Company shall specify to the paying agent in writing by
each record date, be paid either (i) by check mailed to the address of the
Person entitled thereto as it appears in the Note register (provided that any
holder of Series B Notes with an aggregate principal amount in excess of
$2,000,000 shall, at the written election of such holder (such election to be
made prior to the relevant record date and to contain appropriate wire transfer
information), be paid by wire transfer in immediately available funds) or (ii)
by transfer to an account maintained by such Person located in the United
States; provided that payments to the Depositary will be made by wire transfer
of immediately available funds to the account of the Depositary or its nominee.
The term "RECORD DATE" with respect to any interest payment date shall mean the
June 15 or December 15 preceding the applicable June 30 or December 31 interest
payment date, respectively.

            Any interest on any Series B Note which is payable, but is not
punctually paid or duly provided for, on any June 30 or December 31 (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the
Noteholder on the relevant record date by virtue of its, his or her having been
such Noteholder, and such Defaulted Interest shall be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Series B Notes (or their respective
      predecessor Notes) are registered at the close of business on a special
      record date for the payment of such Defaulted Interest, which shall be
      fixed in the following manner. The Company shall provide an Officers'
      Certificate to the Trustee specifying the amount of Defaulted Interest
      proposed to be paid on each Series B Note and the date of the proposed
      payment (which shall be not less than 25 days after the receipt by the
      Trustee of such notice, unless the Trustee shall consent to an earlier
      date), and at the same time the Company shall deposit with the Trustee an
      amount of money equal to the aggregate amount 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 deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this clause provided.
      Thereupon the Trustee shall fix a special record date for the payment of
      such Defaulted Interest which shall be not more than 15 days and not less
      than ten days

                                      -12-


      prior to the date of the proposed payment, and not less than ten days
      after the receipt by the Trustee of the notice of the proposed payment.
      The Trustee shall promptly notify the Company of such special record date
      and, in the name and at the expense of the Company, shall cause notice of
      the proposed payment of such Defaulted Interest and the special record
      date therefor to be mailed, first-class postage prepaid, to each holder at
      its, his or her address as it appears in the Note register, not less than
      ten days prior to such special record date. Notice of the proposed payment
      of such Defaulted Interest and the special record date therefor having
      been so mailed, such Defaulted Interest shall be paid to the Persons in
      whose names the Series B Notes (or their respective predecessor Notes) are
      registered at the close of business on such special record date and shall
      no longer be payable pursuant to the following clause (2) of this Section
      1.04.

                  (2) The Company may make payment of any Defaulted Interest in
      any other lawful manner not inconsistent with the requirements of any
      securities exchange or automated quotation system on which the Series B
      Notes may be listed or designated for issuance, and upon such notice as
      may be required by such exchange or automated quotation system, if, after
      notice given by the Company to the Trustee of the proposed payment
      pursuant to this clause, such manner of payment shall be deemed
      practicable by the Trustee.

            Section 1.05. Exchange and Registration of Transfer of Notes. Upon
surrender for registration of transfer of any Series B Note to the Note
registrar or any co-registrar, and satisfaction of the requirements for such
transfer set forth in this Section 1.05, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Series B Notes of any authorized denominations
and of a like aggregate principal amount and bearing such restrictive legends as
may be required by the Indenture.

            Series B Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount upon surrender of the
Series B Notes to be exchanged at any such office or agency maintained by the
Company pursuant to Section 4.02 of the Original Indenture. Whenever any Series
B Notes are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Notes which the Noteholder making
the exchange is entitled to receive bearing registration numbers not
contemporaneously outstanding.

            All Notes issued upon any registration of transfer or exchange of
Series B Notes shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under the Indenture, as the Series
B Notes surrendered upon such registration of transfer or exchange.

            All Series B Notes presented or surrendered for registration of
transfer or exchange, redemption, repurchase or conversion shall (if so required
by the Company or the Note registrar) be duly endorsed, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Note registrar, as the case may be, and the Series B Notes shall
be duly executed by the Noteholder thereof or his attorney duly authorized in
writing.

                                      -13-


            No service charge shall be made to any holder for any registration
of transfer or exchange of Series B Notes, but either the Company, the Trustee
or both may require payment by the holder of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in connection with
any registration of transfer or exchange of Series B Notes.

            Neither the Company nor the Trustee nor any Note registrar shall be
required to exchange or register a transfer of (a) any Series B Notes for a
period of 15 days next preceding any selection of Series B Notes to be redeemed,
(b) any Series B Notes or portions thereof called for redemption pursuant to
Section 1.07, (c) any Series B Notes or portions thereof surrendered for
conversion pursuant to Section 1.17, (d) any Series B Notes or portions thereof
tendered for redemption (and not withdrawn) pursuant to Section 1.10 or (e) any
Series B Notes or portions thereof tendered for repurchase (and not withdrawn)
pursuant to Section 1.11.

            Section 1.06. Redemption of Notes at the Option of the Company.
Except as otherwise provided in Section 1.10, the Company may not redeem any
Series B Notes prior to January 1, 2011. At any time on or after January 1,
2011, the Series B Notes may be redeemed at the option of the Company (an
"OPTIONAL REDEMPTION"), in whole or in part, in cash, upon notice as set forth
in Section 1.07, at 100% of the principal amount, together with accrued and
unpaid interest, if any, to, but excluding the date fixed for redemption.

            Section 1.07. Notice of Optional Redemption; Selection of Notes. In
case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Series B Notes pursuant to Section 1.06, it shall
fix a date for redemption and it or, at its written request received by the
Trustee not fewer than forty-five (45) days prior (or such shorter period of
time as may be acceptable to the Trustee) to the date fixed for redemption, the
Trustee in the name of and at the expense of the Company, shall mail or cause to
be mailed a notice of such redemption not fewer than thirty (30) nor more than
sixty (60) days prior to the redemption date to each holder of Series B Notes so
to be redeemed as a whole or in part at its last address as the same appears on
the Note register; provided that if the Company shall give such notice, it shall
give substantially concurrent written notice of the redemption date to the
Trustee. Such mailing shall be by first class mail. The notice, if mailed in the
manner herein provided, shall be conclusively presumed to have been duly given,
whether or not the holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the holder of any Series B
Note designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Series B Note.
Concurrently with the mailing of any such notice of redemption, the Company
shall issue a press release announcing such redemption, the form and content of
which press release shall be determined by the Company in its sole discretion.
The failure to issue any such press release or any defect therein shall not
affect the validity of the redemption notice or any of the proceedings for the
redemption of any Series B Note called for redemption.

            Each such notice of redemption shall specify the aggregate principal
amount of Series B Notes to be redeemed, the CUSIP number or numbers of the
Series B Notes being redeemed (if then generally in use), the date (which shall
be a Business Day) fixed for redemption (the "REDEMPTION DATE"), the redemption
price at which Series B Notes are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such
Series B Notes, that interest accrued to the date fixed for redemption will be

                                      -14-


paid as specified in said notice, and that on and after said date interest
thereon or on the portion thereof to be redeemed will cease to accrue. Such
notice shall also state the current Conversion Rate and the date on which the
right to convert such Series B Notes or portions thereof will expire. Series B
Notes or portions of Series B Notes that are converted in accordance with the
terms of the Indenture after the delivery of a notice of redemption set forth
above shall not be subject to redemption. If fewer than all the Series B Notes
are to be redeemed, the notice of redemption shall identify the Series B Notes
to be redeemed (including CUSIP numbers, if any). In case any Series B Note is
to be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that, on and after
the redemption date, upon surrender of such Series B Note, a new Series B Note
or Series B Notes in principal amount equal to the unredeemed portion thereof
will be issued.

            On or prior to the redemption date specified in the notice of
redemption given as provided in this Section 1.07, the Company will deposit with
the Trustee or with one or more paying agents (or, if the Company is acting as
the paying agent, set aside, segregate and hold in trust as provided in Section
4.04 of the Original Indenture) an amount of money in immediately available
funds sufficient to redeem on the redemption date all the Series B Notes (or
portions thereof) so called for redemption (other than those theretofore
surrendered for conversion in accordance with the Indenture) at the appropriate
redemption price, together with accrued interest to, but excluding, the
redemption date; provided that if such payment is made on the redemption date it
must be received by the Trustee or paying agent, as the case may be, by 10:00
a.m., New York City time, on such date. The Company shall be entitled to retain
any interest, yield or gain on amounts deposited with the Trustee or any paying
agent pursuant to this Section 1.07 in excess of amounts required hereunder to
pay the redemption price and accrued interest to, but excluding, the redemption
date. If any Series B Note called for redemption is converted pursuant to the
Indenture prior to such redemption date, any money deposited with the Trustee or
any paying agent or so segregated and held in trust for the redemption of such
Series B Note shall be paid to the Company upon its written request, or, if then
held by the Company, shall be discharged from such trust. Whenever any Series B
Notes are to be redeemed pursuant to Section 1.06, the Company will give the
Trustee written notice in the form of an Officers' Certificate not fewer than 45
days (or such shorter period of time as may be acceptable to the Trustee) prior
to the redemption date as to the aggregate principal amount of Series B Notes to
be redeemed.

            If less than all of the outstanding Series B Notes are to be
redeemed, the Trustee shall select the Series B Notes or portions thereof of the
Global Note or the Series B Notes in certificated form to be redeemed (in
principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or
by another method the Trustee deems fair and appropriate. If any Series B Note
selected for partial redemption is submitted for conversion in part after such
selection, the portion of such Series B Note submitted for conversion shall be
deemed (so far as may be possible) to be the portion to be selected for
redemption. The Series B Notes (or portions thereof) so selected shall be deemed
duly selected for redemption for all purposes hereof, notwithstanding that any
such Series B Note is submitted for conversion in part before the mailing of the
notice of redemption.

            Upon any redemption of less than all of the outstanding Series B
Notes, the Company and the Trustee may (but need not), solely for purposes of
determining the pro rata

                                      -15-


allocation among such Series B Notes as are unconverted and outstanding at the
time of redemption, treat as outstanding any Series B Notes surrendered for
conversion during the period of 15 days next preceding the mailing of a notice
of redemption and may (but need not) treat as outstanding any Series B Note
authenticated and delivered during such period in exchange for the unconverted
portion of any Series B Note converted in part during such period.

            Section 1.08. Payment of Notes Called for Redemption by the Company.
If notice of redemption has been given as provided in Section 1.07, the Series B
Notes or portion thereof with respect to which such notice has been given shall,
unless converted pursuant to the terms of the Indenture, become due and payable
on the date fixed for redemption and at the place or places stated in such
notice at the applicable redemption price, together with interest accrued to
(but excluding) the redemption date, and on and after said date (unless the
Company shall default in the payment of such Series B Notes at the redemption
price, together with interest accrued to said date) interest on the Series B
Notes or portion thereof so called for redemption shall cease to accrue and,
after the close of business on the Business Day immediately preceding the
redemption date, such Series B Notes shall cease to be convertible and, except
as provided in Sections 7.06 and 12.04 of the Original Indenture, to be entitled
to any benefit or security under the Indenture, and the holders thereof shall
have no right in respect of such Series B Notes except the right to receive the
redemption price thereof and unpaid interest to (but excluding) the redemption
date. On presentation and surrender of such Series B Notes at a place of payment
in said notice specified, the said Series B Notes or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to (but excluding) the redemption
date; provided that if the applicable redemption date is an interest payment
date, the interest payable on such interest payment date shall be payable to the
holders of record of such Series B Notes on the applicable record date instead
of the holders surrendering such Series B Notes for redemption on such date.

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

            Notwithstanding the foregoing, the Trustee shall not redeem any
Series B Notes or mail any notice of redemption during the continuance of a
default in payment of interest or premium, if any, on the Series B Notes. If any
Series B Note called for redemption shall not be so paid upon surrender thereof
for redemption, the principal and premium, if any, shall, until paid or duly
provided for, bear interest from the redemption date at a rate equal to 1% per
annum plus the rate borne by the Series B Note (without duplication of the 1%
increase provided for under Section 2.02) and such Series B Note shall remain
convertible under the Indenture until the principal and premium, if any, and
interest shall have been paid or duly provided for.

            Section 1.09. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Series B Notes, the Company may arrange for
the purchase and conversion of any Series B Notes by an agreement with one or
more investment banks or other purchasers to purchase such Notes by paying to
the Trustee in trust for the Noteholders, on or before the date fixed for
redemption, an amount not less than the applicable redemption price,

                                      -16-


together with interest accrued to (but excluding) the date fixed for redemption,
of such Series B Notes. Notwithstanding anything to the contrary contained in
this Article 1, the obligation of the Company to pay the redemption price of
such Series B Notes, together with interest accrued to (but excluding) the date
fixed for redemption, shall be deemed to be satisfied and discharged to the
extent such amount is so paid by such purchasers. If such an agreement is
entered into, a copy of which will be filed with the Trustee prior to the date
fixed for redemption, any Series B Notes not duly surrendered for conversion by
the holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in this Article 1)
surrendered by such purchasers for conversion, all as of immediately prior to
the close of business on the date fixed for redemption (and the right to convert
any such Series B Notes shall be extended through such time), subject to payment
of the above amount as aforesaid. At the written direction of the Company, the
Trustee shall hold and dispose of any such amount paid to it in the same manner
as it would monies deposited with it by the Company for the redemption of Series
B Notes. Without the Trustee's prior written consent, no arrangement between the
Company and such purchasers for the purchase and conversion of any Series B
Notes shall increase or otherwise affect any of the powers, duties,
responsibilities, liabilities or obligations of the Trustee as set forth in the
Indenture.

            Section 1.10. Redemption at Option of Holders upon a Designated
Event.

            (a) If there shall occur a Designated Event at any time prior to
maturity of the Series B Notes, then each Noteholder shall have the right, at
such holder's option, to require the Company to redeem all of such holder's
Series B Notes, or any portion thereof that is a multiple of $1,000 principal
amount, on the date (the "DESIGNATED EVENT REDEMPTION DATE") that is not less
than 30 nor more than 60 days after the date of the Designated Event Notice (as
defined in Section 1.10(b)) of such Designated Event (or, if such date is not a
Business Day, the next succeeding Business Day) at a redemption price equal to
100% of the principal amount thereof, together with accrued interest to, but
excluding, the Designated Event Redemption Date; provided that if such
Designated Event Redemption Date is an interest payment date, then the interest
payable on such interest payment date shall be paid to the holders of record of
the Series B Notes on the applicable record date instead of the holders
surrendering the Series B Notes for redemption on such date.

            Upon presentation of any Series B Note redeemed in part only, the
Company shall execute and, upon the Company's written direction to the Trustee,
the Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Series B Note or Series B Notes,
of authorized denominations, in aggregate principal amount equal to the
unredeemed portion of the Series B Note presented.

            (b) On or before the tenth day after the occurrence of a Designated
Event, the Company or at its written request (which must be received by the
Trustee at least five Business Days prior to the date the Trustee is requested
to give notice as described below, unless the Trustee shall agree in writing to
a shorter period), the Trustee, in the name of and at the expense of the
Company, shall mail or cause to be mailed to all holders of record on the date
of the Designated Event a notice (the "DESIGNATED EVENT NOTICE") of the
occurrence of such Designated Event and of the redemption right at the option of
the holders arising as a result

                                      -17-


thereof. Such notice shall be mailed in the manner and with the effect set forth
in the first paragraph of Section 1.07 (without regard for the time limits set
forth therein). If the Company shall give such notice, the Company shall also
deliver a copy of the Designated Event Notice to the Trustee at such time as it
is mailed to Noteholders. Concurrently with the mailing of any Designated Event
Notice, the Company shall issue a press release announcing such Designated Event
referred to in the Designated Event Notice, the form and content of which press
release shall be determined by the Company in its sole discretion. The failure
to issue any such press release or any defect therein shall not affect the
validity of the Designated Event Notice or any proceedings for the redemption of
any Series B Note which any Noteholder may elect to have the Company redeem as
provided in this Section 1.10.

            Each Designated Event Notice shall specify the circumstances
constituting the Designated Event, the Designated Event Redemption Date, the
price at which the Company shall be obligated to redeem Series B Notes, that the
holder must exercise the redemption right on or prior to the close of business
on the Designated Event Redemption Date (the "DESIGNATED EVENT EXPIRATION
TIME"), that the holder shall have the right to withdraw any Series B Notes
surrendered prior to the Designated Event Expiration Time, a description of the
procedure which a Noteholder must follow to exercise such redemption right and
to withdraw any surrendered Series B Notes, the amount of interest accrued on
each Series B Note to (but excluding) the Designated Event Redemption Date and
the CUSIP number or numbers of the Series B Notes (if then generally in use).

            No failure of the Company to give the foregoing notices and no
defect therein shall limit the Noteholders' redemption rights or affect the
validity of the proceedings for the redemption of the Series B Notes pursuant to
this Section 1.10.

            (c) Redemption of Series B Notes under this Section 1.10 shall be
made, at the option of the holder thereof, upon:

            (i) delivery to the office or agency of the Company maintained for
      that purpose pursuant to Section 4.02 of the Original Indenture on or
      before the Designated Event Expiration Time of the form entitled "Option
      to Elect Repayment Upon A Designated Event" on the reverse of the Series B
      Note duly completed and signed; and

            (ii) book-entry transfer of the Series B Notes to such office or
      agency of the Company on or before the Designated Event Expiration Time,
      such delivery being a condition to receipt by the holder of the purchase
      price therefor; provided that the redemption price shall be so paid
      pursuant to this Section 1.10 only if the Series B Note so delivered to
      the Trustee (or other paying agent appointed by the Company) shall conform
      in all respects to the description thereof in the election form.

            All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Series B Note for redemption shall be determined
by the Company, whose determination shall be final and binding absent manifest
error. Notwithstanding anything herein to the contrary, any holder delivering to
the office or agency of the Company the election notice contemplated by
paragraph (i) of this Section 1.10(c) shall have the right to withdraw such
election notice at any time prior to the close of business on the Designated
Event Redemption

                                      -18-


Date by delivery of a written notice of withdrawal to such office or agency of
the Company in accordance with Section 1.16.

            (d) On or prior to the Designated Event Redemption Date, the Company
will deposit with the Trustee or with one or more paying agents (or, if the
Company is acting as the paying agent, set aside, segregate and hold in trust as
provided in Section 4.04 of the Original Indenture) an amount of money
sufficient to redeem on the Designated Event Redemption Date all the Series B
Notes to be redeemed on such date at the appropriate redemption price, together
with accrued interest to (but excluding) the Designated Event Redemption Date;
provided that if such payment is made on the Designated Event Redemption Date it
must be received by the Trustee or paying agent, as the case may be, by 10:00
a.m., New York City time, on such date. Payment for Series B Notes surrendered
for redemption (and not withdrawn) prior to the Designated Event Expiration Time
will be made promptly (but in no event more than five Business Days) following
the Designated Event Redemption Date by mailing checks for the amount payable to
the holders of such Series B Notes entitled thereto as they shall appear in the
Note register.

            (e) In the case of a reclassification, change, consolidation,
merger, combination, sale or conveyance to which Section 1.22 applies, in which
the Common Stock of the Company is changed or exchanged as a result into the
right to receive stock, securities or other property or assets (including cash),
which includes shares of Common Stock of the Company or shares of common stock
of another Person that are, or upon issuance will be, traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such stock, securities or other property or
assets (including cash) (as determined by the Company, which determination shall
be conclusive and binding), then the Person formed by such consolidation or
resulting from such merger or which acquires such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture (accompanied
by an Opinion of Counsel that such supplemental indenture complies with the
provision of the Indenture and the Trust Indenture Act as in force at the date
of execution of such supplemental indenture) modifying the provisions of the
Indenture relating to the right of holders of the Series B Notes to cause the
Company to repurchase the Series B Notes following a Designated Event, including
without limitation the applicable provisions of this Section 1.10 and the
definitions of Common Stock and Designated Event, as appropriate, as determined
in good faith by the Company (which determination shall be conclusive and
binding), to make such provisions apply to such other Person if different from
the Company and the common stock issued by such Person (in lieu of the Company
and the Common Stock of the Company).

            (f) The Company will comply with the provisions of Rule 13e-4 and
any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the redemption rights of the holders of Series B
Notes upon the occurrence of a Designated Event.

            Section 1.11. Repurchase of Notes by the Company at Option of the
Holder. Each holder of Series B Notes shall have the right, on each of December
31, 2010, December 31, 2013, December 31, 2018, December 31, 2023 and December
31, 2028 (each, a "REPURCHASE

                                      -19-


DATE") to require the Company to repurchase the Series B Notes or any portion
thereof held by such holder, in cash, at a purchase price of 100% of the
principal amount of such Series B Notes to be repurchased, plus any accrued and
unpaid interest, in each case, to (but excluding) such Repurchase Date, subject
to the provisions of Section 1.12. Repurchases of Series B Notes under this
Section 1.11 shall be made, at the option of the holder thereof, upon:

            (a) delivery to the Trustee (or other paying agent appointed by the
      Company) by a holder of a duly completed and signed Repurchase Notice (a
      "REPURCHASE NOTICE") in the form set forth on the reverse of the Series B
      Note during the period beginning at any time from the opening of business
      on the date that is 20 Business Days prior to the applicable Repurchase
      Date until the close of business on such Repurchase Date; and

            (b) book-entry transfer of the Series B Notes to the Trustee (or
      other paying agent appointed by the Company) at any time after delivery of
      the applicable Repurchase Notice (together with all necessary
      endorsements) at the Corporate Trust Office (or the office of another
      paying agent appointed by the Company), such delivery being a condition to
      receipt by the holder of the purchase price therefor; provided that such
      purchase price shall be so paid pursuant to this Section 1.11 only if the
      Series B Note so delivered to the Trustee (or other paying agent appointed
      by the Company) shall conform in all respects to the description thereof
      in the related Repurchase Notice.

            The Company shall purchase from the holder thereof, pursuant to this
Section 1.11, a portion of a Series B Note, if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture
that apply to the purchase of all of a Series B Note also apply to the purchase
of such portion of such Series B Note.

            Any purchase by the Company contemplated pursuant to the provisions
of this Section 1.11 shall be consummated by the delivery of the consideration
to be received by the holder promptly following the later of the Repurchase Date
and the time of the book-entry transfer or delivery of the Series B Note.

            Notwithstanding anything herein to the contrary, any holder
delivering to the Trustee (or other paying agent appointed by the Company) the
Repurchase Notice contemplated by this Section 1.11 shall have the right to
withdraw such Repurchase Notice at any time prior to the close of business on
the Repurchase Date by delivery of a written notice of withdrawal to the Trustee
(or other paying agent appointed by the Company) in accordance with Section
1.16.

            The Trustee (or other paying agent appointed by the Company) shall
promptly notify the Company of the receipt by it of any Repurchase Notice or
written notice of withdrawal thereof.

            Section 1.12. Procedures for the Repurchase of Notes.

            (a) At least five Business Days before each Company Repurchase
Notice Date, the Company shall deliver an Officers' Certificate to the Trustee
specifying:

            (i) the information required by Section 1.12(c) in the Company
      Repurchase Notice, and

                                      -20-


                  (ii) whether the Company desires the Trustee to give the
            Company Repurchase Notice required by Section 1.12(c).

            (b) The Company Repurchase Notice, as provided in Section 1.12(c),
shall be sent to holders not less than 20 Business Days prior to such Repurchase
Date (the "COMPANY REPURCHASE NOTICE DATE").

            (c) In connection with any repurchase of Series B Notes under
Section 1.11, the Company shall, no less than 20 Business Days prior to each
Repurchase Date, give notice to holders (with a copy provided substantially
concurrently to the Trustee) setting forth information specified in this Section
1.12(c) (the "COMPANY REPURCHASE NOTICE").

            Each Company Repurchase Notice shall:

                  (1) state the repurchase price and the Repurchase Date to
      which the Company Repurchase Notice relates;

                  (2) include a form of Repurchase Notice;

                  (3) state the name and address of the Trustee (or other paying
      agent or Conversion Agent appointed by the Company);

                  (4) state that Series B Notes must be surrendered to the
      Trustee (or other paying agent appointed by the Company) to collect the
      purchase price;

                  (5) if the Series B Notes are then convertible, state that
      Series B Notes as to which a Repurchase Notice has been given may be
      converted only if the Repurchase Notice is withdrawn in accordance with
      the terms of the Indenture; and

                  (6) state the CUSIP number of the Series B Notes (if then
      generally in use).

Company Repurchase Notices may be given by the Company or, at the Company's
written request, the Trustee shall give such Company Repurchase Notice in the
Company's name and at the Company's expense.

            (d) The Company will comply with the provisions of Rule 13e-4 and
any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the repurchase rights of the holders of Series B
Notes.

                                      -21-


            Section 1.13. Deposit of Purchase Price. Prior to 10:00 a.m. (New
York City Time) on the Business Day immediately following the Repurchase Date,
the Company shall deposit with the Trustee (or other paying agent appointed by
the Company; or, if the Company is acting as the paying agent, shall segregate
and hold in trust as provided in Section 4.04 of the Original Indenture) an
amount of cash (in immediately available funds if deposited on such Business
Day) sufficient to pay the aggregate purchase price of all the Series B Notes or
portions thereof that are to be purchased as of the Repurchase Date.

            Section 1.14. Notes Repurchased in Part. Upon presentation of any
Series B Note repurchased only in part, the Company shall execute and the
Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Series B Note or Series B Notes,
of any authorized denomination, in aggregate principal amount equal to the
unrepurchased portion of the Series B Notes presented.

            Section 1.15. Repayment to the Company. Subject to the requirements
of applicable law and the Indenture, the Trustee (or other paying agent
appointed by the Company) shall return to the Company any cash that remains
unclaimed for two years after any Repurchase Date, together with interest, if
any, thereon, held by it for the payment of the purchase price for the Series B
Notes or portions thereof that are to be purchased as of such Repurchase Date;
provided that to the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 1.13 exceeds the aggregate purchase price of the
Series B Notes or portions thereof which the Company is obligated to purchase as
of the Repurchase Date then, unless otherwise agreed in writing with the
Company, promptly after the Business Day following the Repurchase Date, the
Trustee shall return any such excess to the Company together with interest, if
any, thereon.

            Section 1.16. Effect of Election and Repurchase Notice. Upon receipt
of the election notice in Section 1.10 by the office of agency of the Company or
upon receipt by the Trustee (or other paying agent appointed by the Company) of
the Repurchase Notice specified in Section 1.11, as applicable, the holder of
the Series B Note in respect of which such notice was given shall (unless such
notice is validly withdrawn) thereafter be entitled to receive solely the
applicable redemption or purchase price with respect to such Series B Note. Such
consideration shall be paid to such holder in the manner and subject to the
conditions set forth in Sections 1.10 and 1.11, respectively. Series B Notes in
respect of which such notice has been given by the holder thereof may not be
converted pursuant to this Article 1 on or after the date of the delivery of
such notice unless such notice has first been validly withdrawn.

            An redemption election notice or Repurchase Notice may be withdrawn
by means of a written notice of withdrawal delivered to the Company's designated
representative in accordance with the provisions of, respectively, Section 1.10
and 1.11 at any time prior to the close of business on the Designated Event
Redemption Date or the Repurchase Date, as applicable, specifying:

            (a) the certificate number, if any, of the Series B Note in respect
      of which such notice of withdrawal is being submitted, or the appropriate
      Depositary information if the Series B Note in respect of which such
      notice of withdrawal is being submitted is represented by a Global Note,

                                      -22-


            (b) the principal amount of the Series B Note with respect to which
      such notice of withdrawal is being submitted, and

            (c) the principal amount, if any, of such Series B Note which
      remains subject to the original redemption election notice or Repurchase
      Notice, as applicable, and which has been or will be delivered for
      redemption or purchase by the Company.

            If the Trustee or other paying agent appointed by the Company, or
the Company or a subsidiary or Affiliate of either of them if such entity is
acting as the paying agent, holds cash sufficient to pay the aggregate
redemption or purchase price of all the Series B Notes, or portions thereof that
are to be redeemed or purchased as of the Designated Event Redemption Date or
the Repurchase Date in accordance with Sections 1.10 and 1.11, as applicable, on
the Business Day following such date (i) the Series B Notes will cease to be
outstanding, (ii) interest on the Series B Notes will cease to accrue, and (iii)
all other rights of the holders of such Series B Notes will terminate, whether
or not book-entry transfer of the Series B Notes has been made or the Series B
Notes have been delivered to the Trustee or other paying agent, other than the
right to receive the redemption or purchase price upon delivery of the Series B
Notes.

            Section 1.17. Right to Convert

            (a) Subject to and upon compliance with the provisions of the
Indenture, the holder of any Series B Note shall have the right to convert the
principal amount of the Series B Note, or any portion of such principal amount
which is a multiple of $1,000, into cash or a combination of cash and fully paid
and non-assessable shares of Common Stock (as such shares shall then be
constituted) by surrender of the Series B Note so to be converted in whole or in
part, together with any required funds under the circumstances described in this
Section 1.17, in the manner provided in Section 1.18. Each $1,000 of principal
amount of Series B Notes shall be convertible for cash equal to the Principal
Return and, if the aggregate Conversion Value of the Series B Notes being
converted exceeds the aggregate principle amount of Series B Notes being
converted (such difference, the "NET SHARE AMOUNT"), the number of whole shares
of Common Stock equal to the Net Share Amount divided by the Average Market
Price, as determined by the Company and confirmed in writing to the Trustee and
the Conversion Agent, all payable as set forth in Section 1.20. The Series B
Notes shall be convertible only upon the occurrence of one of the following
events:

                  (i) during any fiscal quarter commencing after March 31, 2005,
      if the Closing Sale Price exceeds 120% of the Conversion Price for at
      least 20 Trading Days in the 30 consecutive Trading Day period ending on
      the last Trading Day of the immediately preceding fiscal quarter (it being
      understood for purposes of this Section 1.17(a)(i) that the Conversion
      Price in effect at the close of business on each of the 30 consecutive
      Trading Days should be used and such calculation shall give effect to any
      event referred to in Section 1.21 or 1.22 occurring during such 30 Trading
      Day period);

                  (ii) during the five Business Day period immediately after any
      five consecutive Trading Day period in which the Trading Price per $1,000
      principal amount of the Series B Notes for each day of such five Trading
      Day period was less than 98% of

                                      -23-


      the product of the Closing Sale Price on the applicable date and the
      Conversion Rate; provided, however, the Series B Notes shall not be
      convertible pursuant to this Section 1.17(a)(ii) after December 31, 2028
      if on any Trading Day during such five Trading Day period the Closing Sale
      Price was between 100% and 120% of the then current Conversion Price (it
      being understood for purposes of this Section 1.17(a)(ii) that the
      Conversion Rate in effect at the close of business on each of the five
      consecutive Trading Days should be used and such calculation shall give
      effect to any event referred to in Section 1.21 or 1.22 occurring during
      such five Trading Day period);

                  (iii) if such Series B Note has been called for redemption, at
      any time on or after the date the notice of redemption has been given
      until the close of business on the Business Day immediately preceding the
      redemption date; or

                  (iv) as provided in Section (b) of this Section 1.17.

            Upon receipt by the Conversion Agent of a demand for conversion from
a Noteholder pursuant to clause (i) of this Section 1.17, the Conversion Agent
shall inform the Company of such request and the Company shall thereupon furnish
to the Conversion Agent an Officer's Certificate stating whether the Series B
Notes are then convertible pursuant to clause (i) of this Section and setting
forth in reasonable detail the Company's basis for such determination. Upon
receipt of such Officer's Certificate, then the Conversion Agent shall promptly
deliver written notice thereof to the Company (and, if the Conversion Agent is
other than the Trustee, to the Trustee). In any event, the Company shall be
obligated at all times to determine whether the Series B Notes shall be
convertible as a result of the occurrence of an event specified in clause (i) of
this Section 1.17. Whenever the Series B Notes shall become convertible pursuant
to this Section 1.17, the Company or, at the Company's written request, the
Trustee in the name and at the expense of the Company, shall notify the holders
of the event triggering such convertibility in the manner provided in Section
16.03 of the Original Indenture, and the Company shall also publicly announce
such information and publish it on the Company's web site. Any notice so given
shall be conclusively presumed to have been duly given, whether or not the
holder receives such notice.

            The Trustee (or other Conversion Agent appointed by the Company)
shall have no obligation to determine the Trading Price under clause (a)(ii) of
this Section 1.17 unless the Company has requested in writing such a
determination; and the Company shall have no obligation to make such request
unless a holder provides it with reasonable evidence that the Trading Price per
$1,000 principal amount of Notes would be less than 98% of the product of the
Closing Sale Price and the Conversion Rate. If such evidence is provided, the
Company shall request in writing that the Trustee (or other Conversion Agent)
determine the Trading Price of the Series B Notes beginning on the next Trading
Day and on each successive Trading Day until the Trading Price per $1,000
principal amount of Notes is greater than or equal to 98% of the product of the
Closing Sale Price and the Conversion Rate. The Trustee shall not be liable for
its determination of the Trading Price in compliance with the methodology set
forth in this Section 1.17, except for any negligence or willful misconduct of
the Trustee in making such determination.

                                      -24-


            (b) In addition, if:

                  (i) (A) the Company distributes to all holders of its Common
            Stock rights or warrants entitling them (for a period expiring
            within 45 days of the record date for the determination of the
            stockholders entitled to receive such distribution) to subscribe for
            or purchase shares of Common Stock, at a price per share less than
            the average of the Closing Sale Price for the ten Trading Days
            immediately preceding, but not including, the date such distribution
            is first publicly announced by the Company, or

                        (B) the Company distributes to all holders of its Common
            Stock, assets (including cash), debt securities or rights to
            purchase its securities, where the Fair Market Value of such
            distribution per share of Common Stock exceeds 5% of the Closing
            Sale Price on the Trading Day immediately preceding the date such
            distribution is first publicly announced by the Company,

      then, in either case, the Series B Notes may be surrendered for conversion
      at any time on and after the date that the Company gives notice to the
      holders of such distribution, which shall be not less than ten days prior
      to the Ex-Dividend Time for such distribution, until the earlier of the
      close of business on the Business Day immediately preceding, but not
      including, the Ex-Dividend Time or the date the Company publicly announces
      that such distribution will not take place; provided that no adjustment to
      the Conversion Rate or the ability of a holder of a Series B Note to
      convert will be made if the holder will otherwise participate in such
      distribution without conversion; or

                  (ii) the Company consolidates with, or merges with or into,
      another Person or is a party to a binding share exchange or conveys,
      transfers, sells, leases or otherwise disposes of all or substantially all
      of its properties and assets, in each case, pursuant to which the Common
      Stock would be converted into cash, securities or other property, then the
      Series B Notes may be surrendered for conversion at any time from and
      after the date 15 days prior to the anticipated effective date of the
      transaction and ending on and including the date 15 days after the
      consummation of the transaction. The Board of Directors shall determine
      the anticipated effective date of the transaction, and such determination
      shall be conclusive and binding on the holders and shall be publicly
      announced by the Company and posted on its web site not later than two
      Business Days prior to such 15th day.

            "EX-DIVIDEND TIME" means, with respect to any distribution on shares
of Common Stock, the first date on which the Common Stock trades, regular way,
on the principal securities market on which the Common Stock are then traded
without the right to receive such distribution.

            (c) A Series B Note in respect of which a holder is electing to
exercise its option to require redemption upon a Designated Event pursuant to
Section 1.10(a) or repurchase pursuant to Section 1.11 may be converted only if
such holder withdraws its election in accordance with Section 1.16. A holder of
Series B Notes is not entitled to any rights of a holder of Common Stock until
such holder has converted its, his or her Series B Notes to Common

                                      -25-


Stock, and only to the extent such Series B Notes are deemed to have been
converted to Common Stock under this Article 1.

            Section 1.18. Conversion Procedures. To convert a Series B Note, a
holder must (a) furnish appropriate endorsements and transfer documents if
required by the Note registrar or the Conversion Agent, (b) pay any transfer or
similar tax, if required, (c) except as set forth in the final paragraph of this
Section 1.18, pay funds equal to the interest payable on the next interest
payment date, and (d) comply with DTC's procedures for converting a beneficial
interest in a Global Note. The date, within the time periods set forth in
Section 1.17, on which the holder satisfies all of those requirements is the
"CONVERSION DATE." Except as provided in Section 1.21(j), the Company shall
deliver to the holder through the Conversion Agent, as promptly as practicable
following the Conversion Date, but in no event later than the third Business Day
following the Company's determination of the Average Market Price, cash or a
combination of cash and certificates for the number of whole shares of Common
Stock issued pursuant to the settlement provisions in Section 1.20.

            In the event that the Company calls the Series B Notes for
redemption under Section 1.06, holders may convert their Series B Notes only
until the close of business on the Business Day immediately preceding the
Redemption Date; provided that in the event that the Company does not pay the
consideration for such redemption in accordance with the Indenture, such Series
B Notes shall remain convertible in accordance with Section 1.08. Any holder who
has delivered its Series B Notes for redemption or repurchase may only convert
such Series B Notes, or portions thereof, after withdrawing its redemption
election or Repurchase Notice in accordance with Section 1.16.

            The Conversion Notice shall be completed by a Depositary participant
on behalf of the beneficial holder. Conversion Notices may be delivered and such
Series B Notes may be surrendered for conversion in accordance with the
applicable procedures of the Depositary as in effect from time to time. In order
to cause a Depositary participant to complete a Conversion Notice, a beneficial
holder must complete, or cause to be completed, the appropriate instruction form
for conversion pursuant to the Depositary's book-entry conversion program. The
Person in whose name the Common Stock certificate, if any, is registered shall
be deemed to be a shareholder of record at the close of business on the
applicable Conversion Date; provided, however, that if any such date is a date
when the stock transfer books of the Company are closed, such Person shall be
deemed a shareholder of record as of the next Business Day on which the stock
transfer books of the Company are open.

            The Company's delivery to holders of the Conversion Value will be
deemed to satisfy its obligation to pay thereto the principal amount of the
Series B Notes and any accrued but unpaid interest attributable to the period
from the most recent interest payment date to the Conversion Date.

            No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 1. Notwithstanding any provision to the contrary in the Indenture,
Holders converting Series B Shares will not receive any cash payment of interest
unless such conversion occurs between the applicable record date and the
interest payment date to which it relates. On conversion of a Series B Note,
except for

                                      -26-


conversion during the period from the close of business on any record date
immediately preceding any interest payment date to the close of business on the
Business Day immediately preceding such interest payment date, in which case the
holder on such record date shall receive the interest payable on such interest
payment date, that portion of accrued and unpaid interest on the converted
Series B Note attributable to the period from the most recent interest payment
date (or, if no interest payment date has occurred, from the date of original
issuance of the Series B Notes) through the Conversion Date shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the holder thereof through delivery of the cash or Common Stock in
settlement of the Series B Note being converted pursuant to Section 1.20, and
the Fair Market Value of such shares of Common Stock, if any (together with the
cash portion of such settlement), shall be treated as issued, to the extent
thereof, first in exchange for accrued and unpaid interest accrued through the
Conversion Date and the balance, if any, of such Fair Market Value of such
Common Stock (and such cash payment) shall be treated as issued in exchange for
the principal amount of the Series B Note being converted pursuant to the
provisions hereof.

            If a holder converts more than one Series B Note at the same time,
the cash paid and the number of shares of Common Stock issuable, if any, upon
the conversion shall be based on the aggregate principal amount of Series B
Notes converted.

            Upon surrender of a Series B Note that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
holder, a new Series B Note equal in principal amount to the principal amount of
the unconverted portion of the Series B Note surrendered.

            Series B Notes or portions thereof surrendered for conversion during
the period from the close of business on any record date immediately preceding
any interest payment date to the close of business on the Business Day
immediately preceding such interest payment date shall be accompanied by payment
to the Company or its order, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the interest payable on such
interest payment date with respect to the principal amount of Series B Notes or
portions thereof being surrendered for conversion; provided that no such payment
need be made if (1) the Company has specified a redemption date that occurs
during the period from the close of business on a record date to the close of
business on the Business Day immediately preceding the interest payment date to
which such record date relates, (2) the Company has specified a Designated Event
Redemption Date during such period or (3) any overdue interest exists on the
Conversion Date with respect to the Series B Notes converted, but only to the
extent of overdue interest.

            Section 1.19. Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock or scrip certificates representing fractional
shares shall be issued upon conversion of Series B Notes. If more than one
Series B Note shall be surrendered for conversion at one time by the same
holder, the number of full shares that shall be issuable, if any, upon
conversion shall be computed in the manner set forth in Section 1.20. If any
fractional share of Common Stock would be issuable upon such conversion, the
Company shall make an adjustment and payment therefor in cash at the Average
Market Price thereof to the holder of Series B Notes.

                                      -27-


            Section 1.20. Conversion Rate; Settlement Upon Conversion. The
initial Conversion Rate is 44.7193 shares of Common Stock for each $1,000
principal amount of Series B Notes, subject to adjustment as herein set forth
(the "CONVERSION RATE"). The Company shall pay to holders of converting Series B
Notes as follows:

            (a) an amount in cash (the "PRINCIPAL RETURN") equal to the lesser
of (A) the aggregate Conversion Value of the Series B Notes to be converted, and
(B) the aggregate principal amount of the Series B Notes to be converted;

            (b) if the aggregate Conversion Value of the Series B Notes to be
converted is greater than the aggregate principal amount of the Series B Notes
to be converted, the number of whole shares of Common Stock (the "NET SHARES")
equal to the Net Share Amount divided by the Average Market Price; and

            (c) an amount in cash in lieu of any fractional shares which would
otherwise be payable as a result of the calculation in paragraph (b) of this
Section 1.20, calculated as provided in Section 1.19.

            The Company shall determine the Conversion Value, the Principal
Return, the Average Market Price and the Net Shares promptly after the end of
the applicable Conversion Settlement Reference Period. In no event shall the
Company be required to issue a number of Net Shares in excess of 58.5823 shares
of Common Stock (as adjusted for stock splits, stock dividends,
recapitalizations or similar events) per $1,000 principal amount of Series B
Notes; provided that the Company shall pay to holders converting Series B Notes
an aggregate amount of cash in lieu of any number of the Net Shares in excess of
such maximum number of Common Stock, calculated at the Average Market Price
thereof.

            Section 1.21. Adjustment of Conversion Rate. The Conversion Rate
shall be adjusted from time to time by the Company as follows:

            (a) In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction:

                  (i) the numerator of which shall be the sum of the number of
            shares of Common Stock outstanding at the close of business on the
            date fixed for the determination of stockholders entitled to receive
            such dividend or other distribution plus the total number of shares
            of Common Stock constituting such dividend or other distribution;
            and

                  (ii) the denominator of which shall be the number of shares of
            Common Stock outstanding at the close of business on the date fixed
            for such determination,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. If any dividend or
distribution of the type

                                      -28-


described in this Section 1.21(a) is declared but not so paid or made, the
Conversion Rate shall again be adjusted to the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared.

      (b) Except for such adjustments in respect of rights and warrants subject
to Triggering Events in paragraph (d) of this Section 1.21, in case the Company
shall issue rights or warrants to all holders of its outstanding shares of
Common Stock entitling them (for a period expiring within 45 days after the date
fixed for determination of stockholders entitled to receive such rights or
warrants) to subscribe for or purchase shares of Common Stock at a price per
share less than the Average Market Price on the date such issuance is first
publicly announced by the Company, the Conversion Rate shall be increased so
that the same shall equal the rate determined by multiplying the Conversion Rate
in effect immediately prior to the date fixed for determination of stockholders
entitled to receive such rights or warrants by a fraction:

            (i) the numerator of which shall be the number of shares of Common
      Stock outstanding at the close of business on the date fixed for
      determination of stockholders entitled to receive such rights or warrants
      plus the total number of additional shares of Common Stock offered for
      subscription or purchase; and

            (ii) the denominator of which shall be the sum of the number of
      shares of Common Stock outstanding at the close of business on the date
      fixed for determination of stockholders entitled to receive such rights or
      warrants plus the number of shares that the aggregate offering price of
      the total number of shares so offered would purchase at such Average
      Market Price.

      Such adjustment shall be successively made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the day following the date fixed for determination of the
stockholders entitled to receive such rights or warrants. To the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, the Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the number of
shares of Common Stock actually delivered. If such rights or warrants are not so
issued, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such date fixed for determination of
stockholders entitled to receive such rights or warrants had not been so fixed.
In determining whether any rights or warrants entitle the holders to subscribe
for or purchase shares of Common Stock at less than such Average Market Price,
and in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received by the Company for
such rights or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined
by the Board of Directors.

      (c) In case outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at

                                      -29-


the opening of business on the day following the day upon which such combination
becomes effective shall be proportionately reduced, such increase or reduction,
as the case may be, to become effective immediately after the opening of
business on the Business Day following the day upon which such subdivision or
combination becomes effective.

      (d) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of capital stock of the Company
or evidences of its indebtedness or assets (including cash and securities, but
excluding any rights or warrants referred to in Section 1.21(b), and excluding
any dividend or distribution referred to in Section 1.21(a) (any of the
foregoing hereinafter in this Section 1.21(d)) called the "DISTRIBUTION")),
then, in each such case (unless the Company elects to reserve such Distribution
for distribution to the Noteholders upon the conversion of the Series B Notes so
that any such holder converting Series B Notes will receive upon such
conversion, in addition to the shares of Common Stock, if any, and cash to which
such holder is entitled, the amount and kind of such Distribution which such
holder would have received if such holder had converted its Series B Notes into
Common Stock immediately prior to the Record Date), the Conversion Rate shall be
increased so that the same shall be equal to the rate determined by multiplying
the Conversion Rate in effect at the close of business on the Record Date with
respect to such distribution by a fraction:

            (i) the numerator of which shall be the Average Market Price on such
      Record Date; and

            (ii) the denominator of which shall be the Average Market Price on
      such Record Date less (A) in the case of Distributions other than cash,
      the Fair Market Value (as determined by the Board of Directors, whose
      determination shall be conclusive, and described in a resolution of the
      Board of Directors) on the Record Date of the portion of such
      Distributions applicable to one share of Common Stock and (B) in the case
      of Distributions of cash, the amount of such Distributions applicable to
      one share of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the Business Day following such Record Date; provided that if the then Fair
Market Value (as so determined) of the portion of the Distribution so
distributed applicable to one share of Common Stock is equal to or greater than
the Average Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Noteholder shall have
the right to receive upon conversion the amount of Distribution such holder
would have received had such holder converted each Series B Note on the Record
Date. A holder who converts a Series B Note pursuant to Section 1.17(b) shall
not be entitled to any adjustment to the Conversion Rate with respect to such
Series B Note so converted. If such Distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. If the
Board of Directors determines the Fair Market Value of any distribution for
purposes of this Section 1.21(d) by reference to the actual or when issued
trading market for any securities, it must in doing so consider the prices in
such market over the same period used in computing the Average Market Price on
the applicable Record Date. Notwithstanding the foregoing, if the Distribution
distributed by the Company to all holders of its Common Stock consists of
capital stock of, or similar equity interests in, a

                                      -30-


Subsidiary or other business unit, the Conversion Rate shall be increased so
that the same shall be equal to the rate determined by multiplying the
Conversion Rate in effect on the Record Date with respect to such distribution
by a fraction:

            (w) the numerator of which shall be the sum of (A) the average
      Closing Sale Price over the five consecutive Trading Day period (the
      "SPINOFF VALUATION PERIOD") commencing on and including the fifth Trading
      Day after the date on which "ex-dividend trading" commences on the Common
      Stock on the Nasdaq National Market System or such other national or
      regional exchange or market on which the Common Stock is then listed or
      quoted and (B) the average Fair Market Value (as determined by the Board
      of Directors, whose determination shall be conclusive, and described in a
      resolution of the Board of Directors) over the Spinoff Valuation Period of
      the portion of the Distribution so distributed applicable to one share of
      Common Stock; and

            (x) the denominator of which shall be the average Closing Sale Price
      over the Spinoff Valuation Period,

such adjustment to become effective immediately prior to the opening of business
on the Business Day following such Record Date; provided that the Company may in
lieu of the foregoing adjustment make adequate provision so that each Noteholder
shall have the right to receive upon conversion the amount of Distribution, or,
if such Distribution consists of shares of Common Stock, cash in lieu thereof,
such holder would have received had such holder converted each Series B Note on
the Record Date with respect to such Distribution.

      Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's Common Stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 1.21 (and no adjustment to the Conversion Rate under
this Section 1.21 will be required) until the occurrence of the earliest Trigger
Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this Section 1.21(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 1.21 was made, (1) in the case of any such
rights or warrants that shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Rate shall be readjusted upon
such final redemption or repurchase to give effect to

                                      -31-


such distribution or Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or repurchase price received by
a holder or holders of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the
case of such rights or warrants that shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted
as if such rights and warrants had not been issued.

      No adjustment of the Conversion Rate shall be made pursuant to this
Section 1.21(d) in respect of rights or warrants distributed or deemed
distributed on any Trigger Event to the extent that such rights or warrants are
actually distributed or reserved by the Company for distribution to holders of
Series B Notes upon conversion by such holders of Series B Notes to Common
Stock.

      For purposes of this Section 1.21(d) and Sections 1.21(a) and (b), any
dividend or distribution to which this Section 1.21(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (y) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Rate adjustment required by this Section 1.21(d) with respect to
such dividend or distribution shall then be made) immediately followed by (z) a
dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Rate adjustment required by Sections
1.21(a) and (b) with respect to such dividend or distribution shall then be
made), except:

            (A) the Record Date of such dividend or distribution shall be
      substituted as "the date fixed for the determination of stockholders
      entitled to receive such dividend or other distribution", "the date fixed
      for the determination of stockholders entitled to receive such rights or
      warrants" and "the date fixed for such determination" within the meaning
      of Section 1.21(a) and (b); and

            (B) any shares of Common Stock included in such dividend or
      distribution shall not be deemed "outstanding at the close of business on
      the date fixed for such determination" within the meaning of Section
      1.21(a).

      (e) (A) In case a tender or exchange offer made by the Company or any
      Subsidiary for all or any portion of the Common Stock (excluding any
      transactions solely involving odd lots of shares of Common Stock) shall
      expire and such tender or exchange offer (as amended upon the expiration
      thereof) shall require the payment to stockholders of consideration per
      share of Common Stock having a Fair Market Value (as determined by the
      Board of Directors, whose determination shall be conclusive and described
      in a resolution of the Board of Directors) that as of the last time (the
      "EXPIRATION TIME") tenders or exchanges may be made pursuant to such
      tender or exchange offer (as it may be amended) exceeds the Closing Sale
      Price on the Trading Day next succeeding the Expiration Time, the
      Conversion Rate shall be increased so that the same shall equal the rate

                                      -32-


      determined by multiplying the Conversion Rate in effect immediately prior
      to the Expiration Time by a fraction:

                  (i) the numerator of which shall be the sum of (w) the Fair
            Market Value (determined as aforesaid) of the aggregate
            consideration payable to stockholders based on the acceptance (up to
            any maximum specified in the terms of the tender or exchange offer)
            of all shares validly tendered or exchanged and not withdrawn as of
            the Expiration Time (the shares deemed so accepted up to any such
            maximum, being referred to as the "PURCHASED SHARES") and (x) the
            product of the number of shares of Common Stock outstanding (less
            any Purchased Shares) at the Expiration Time and the Closing Sale
            Price on the Trading Day next succeeding the Expiration Time; and

                  (ii) the denominator of which shall be the number of shares of
            Common Stock outstanding (including any tendered or exchanged shares
            (including Purchased Shares)) at the Expiration Time multiplied by
            the Closing Sale Price on the Trading Day next succeeding the
            Expiration Time,

      such adjustment to become effective immediately prior to the opening of
      business on the Business Day following the Expiration Time. If the Company
      is obligated to purchase shares pursuant to any such tender or exchange
      offer, but the Company is permanently prevented by applicable law from
      effecting any such purchases or all such purchases are rescinded, the
      Conversion Rate shall again be adjusted to be the Conversion Rate that
      would then be in effect if such tender or exchange offer had not been
      made.

            (B) In case of a tender or exchange offer made by a Person other
      than the Company or any Subsidiary for an amount that increases the
      offeror's ownership of Common Stock to more than 25% of the Common Stock
      outstanding and shall involve the payment by such Person of consideration
      per share of Common Stock having a Fair Market Value (as determined by the
      Board of Directors, whose determination shall be conclusive, and described
      in a resolution of the Board of Directors) that as of the last time (the
      "OFFER EXPIRATION TIME") tenders or exchanges may be made pursuant to such
      tender or exchange offer (as it shall have been amended) exceeds the
      Closing Sale Price of a share of Common Stock on the Trading Day next
      succeeding the Offer Expiration Time, and in which, as of the Offer
      Expiration Time, the Board of Directors is not recommending rejection of
      the offer, the Conversion Rate shall be increased so that the same shall
      equal the rate determined by multiplying the Conversion Rate in effect
      immediately prior to the Offer Expiration Time by a fraction:

                  (y) the numerator of which shall be the sum of (x) the Fair
            Market Value (determined as aforesaid) of the aggregate
            consideration payable to the stockholders based on the acceptance
            (up to any maximum

                                      -33-


            specified in the terms of the tender or exchange offer) of all
            shares validly tendered or exchanged and not withdrawn as of the
            Offer Expiration Time (the shares deemed so accepted, up to any such
            maximum, being referred to as the "ACCEPTED PURCHASED SHARES") and
            (y) the product of the number of shares of Common Stock outstanding
            (less any Accepted Purchased Shares) at the Offer Expiration Time
            and the Closing Sale Price on the Trading Day next succeeding the
            Offer Expiration Time; and

                  (z) the denominator of which shall be the number of shares of
            Common Stock outstanding (including any tendered or exchanged shares
            (including Accepted Purchased Shares)) at the Offer Expiration Time
            multiplied by the Closing Sale Price on the Trading Day next
            succeeding the Offer Expiration Time,

      such adjustment to become effective immediately prior to the opening of
      business on the Business Day following the Offer Expiration Time. If such
      Person is obligated to purchase shares pursuant to any such tender or
      exchange offer, but such Person is permanently prevented by applicable law
      from effecting any such purchases or all such purchases are rescinded, the
      Conversion Rate shall again be adjusted to be the Conversion Rate that
      would then be in effect if such tender or exchange offer had not been
      made. Notwithstanding the foregoing, the adjustment described in this
      Section 1.21(e)(B) shall not be made if, as of the Offer Expiration Time,
      the offering documents with respect to such offer disclose a plan or
      intention to cause the Company to engage in a consolidation or merger or a
      sale of all or substantially all of the Company's assets.

      (f)   For purposes hereof, the following terms shall have the meaning
indicated:

            (1) "AVERAGE MARKET PRICE," as of any date of determination, shall
      mean the average of the daily Closing Sale Prices of Common Stock for each
      of: (A) in the case of a determinations pursuant to Sections 1.17, 1.19
      and 1.20, the five consecutive Trading Days during the applicable
      Conversion Settlement Reference Period; (B) in the case of a determination
      pursuant to Section 1.21(b), the ten consecutive Trading Days immediately
      preceding the date such issuance or distribution is publicly announced;
      and (C) otherwise, the ten consecutive Trading Days immediately preceding
      the earlier of such date of determination and the day before the "ex" date
      with respect to the issuance, distribution, subdivision or combination
      requiring such computation immediately prior to the date in question. For
      purpose of this paragraph, the term "EX" DATE, (i) when used with respect
      to any issuance or distribution, means the first date on which the Common
      Stock trades, regular way, on the relevant exchange or in the relevant
      market from which the Closing Sale Price was obtained without the right to
      receive such issuance or distribution, and (ii) when used with respect to
      any subdivision or combination of shares of Common Stock, means the first
      date on which the Common Stock trades, regular way, on such exchange or in
      such market after the time at which such subdivision or combination
      becomes effective.

                                      -34-


                        If another issuance, distribution, subdivision or
            combination to which Section 1.21 applies occurs during the period
            applicable for calculating "Average Market Price" pursuant to the
            definition in the preceding paragraph, "Average Market Price" shall
            be calculated for such period in a manner determined by the Board of
            Directors to reflect the impact of such issuance, distribution,
            subdivision or combination on the Closing Sale Price during such
            period.

                  (2)   "FAIR MARKET VALUE" shall mean the amount that a willing
            buyer would pay a willing seller in an arm's-length transaction.

                  (3)   "RECORD DATE" shall mean, with respect to any dividend,
            distribution or other transaction or event in which the holders of
            Common Stock have the right to receive any cash, securities or other
            property or in which the Common Stock (or other applicable security)
            is exchanged for or converted into any combination of cash,
            securities or other property, the date fixed for determination of
            stockholders entitled to receive such cash, securities or other
            property (whether such date is fixed by the Board of Directors or by
            statute, contract or otherwise).

            (g)   The Company may make such increases in the Conversion Rate, in
addition to those required by Sections 1.21(a), (b), (c), (d) or (e) or Section
1.22(a), as the Board of Directors considers to be advisable to avoid or
diminish any income tax to any holders of Common Stock or rights to purchase
Common Stock resulting from any dividend or distribution of stock (or rights to
acquire stock) or from any event treated as such for income tax purposes.

            To the extent permitted by applicable law, the Company from time to
time may increase the Conversion Rate by any amount for any period of time if
the increase is irrevocable during the period and the Board of Directors shall
have made a determination that such increase would be in the best interests of
the Company, which determination shall be conclusive. Whenever the Conversion
Rate is increased pursuant to the preceding sentence, the Company shall mail to
holders of record of the Series B Notes a notice of the increase prior to the
date the increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

            (h)   No adjustment in the Conversion Rate shall be required unless
such adjustment would require an increase or decrease of at least one percent
(1%) in such rate; provided that any adjustments that by reason of this Section
1.21(h) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All adjustment calculations under this
Article 1 shall be made by the Company and shall be made to the nearest cent or
to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No
adjustment need be made for rights to purchase Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for any issuance of
Common Stock or convertible or exchangeable securities or rights to purchase
Common Stock or convertible or exchangeable securities.

                                      -35-


            (i)   Whenever the Conversion Rate is adjusted as herein provided,
the Company shall promptly file with the Trustee and any Conversion Agent other
than the Trustee an Officers' Certificate setting forth the Conversion Rate
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment. Unless and until a Officer of the Trustee shall have received
such Officers' Certificate, the Trustee shall not be deemed to have knowledge of
any adjustment of the Conversion Rate and may assume that the last Conversion
Rate of which it has knowledge is still in effect. Promptly after delivery of
such certificate, the Company shall prepare a notice of such adjustment of the
Conversion Rate setting forth the adjusted Conversion Rate and the date on which
each adjustment becomes effective and shall mail such notice of such adjustment
of the Conversion Rate to the holder of each Series B Note at its, his or her
last address appearing on the Note register provided for in Section 1.05 of this
Indenture, within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of any such adjustment.

            (j)   In any case in which this Section 1.21 provides that an
adjustment shall become effective immediately after (1) a record date or Record
Date for an event (including without limitation, any event described in Section
1.21(d)), (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 1.21(a), (3) a date fixed
for the determination of stockholders entitled to receive rights or warrants
pursuant to Section 1.21(b), or (4) the Expiration Time for any tender or
exchange offer pursuant to Section 1.21(e), (each a "DETERMINATION DATE"), the
Company may elect to defer until the occurrence of the applicable Adjustment
Event (as hereinafter defined) (x) issuing to the holder of any Series B Note
converted after such Determination Date and before the occurrence of such
Adjustment Event, any cash, additional shares of Common Stock or other
securities issuable upon such conversion by reason of the adjustment required by
such Adjustment Event over and above that issuable upon such conversion before
giving effect to such adjustment and (y) paying to such holder any amount in
cash in lieu of any fraction pursuant to Section 1.19. For purposes of this
Section 1.21(j), the term "ADJUSTMENT EVENT" shall mean:

                  (i)   in any case referred to in clause (1) hereof, the
            occurrence of such event,

                  (ii)  in any case referred to in clause (2) hereof, the date
            any such dividend or distribution is paid or made,

                  (iii) in any case referred to in clause (3) hereof, the date
            of expiration of such rights or warrants, and

                  (iv)  in any case referred to in clause (4) hereof, the date a
            sale or exchange of Common Stock pursuant to such tender or exchange
            offer is consummated and becomes irrevocable.

            (k)   For purposes of this Section 1.21, the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

                                      -36-


            Section 1.22. Effect of Fundamental Change, Reclassification,
Consolidation, Merger or Sale.

            (a)   If a Fundamental Change occurs on or prior to December 31,
2010, and except as provided in Section 1.22(b) below, for any conversion of the
Series B Notes in connection with the Fundamental Change, the Company will
increase the Conversion Rate by a number of additional shares determined with
reference to the effective date of the Fundamental Change and the applicable
stock price (adjusted as set forth below) of each share of Common Stock, all as
set forth on the table contained in Exhibit C attached hereto and incorporated
herein by this reference. The applicable stock price shall be the Average Market
Price calculated over the five Trading Days up to but not including the
effective date of such transaction; provided that if holders of Common Stock
receive only cash in such transaction, the applicable stock price shall be the
cash amount paid per share. The stock prices set forth on the table set forth on
said Exhibit C will be adjusted as of any date on which the Conversion Rate is
adjusted. On such date, the stock prices shall be adjusted by multiplying: the
stock prices applicable immediately prior to such adjustment, by a fraction, of
which (i) the numerator is the Conversion Rate immediately prior to the
adjustment giving rise to the stock price adjustment, and (ii) the denominator
of which is the Conversion Rate so adjusted. No adjustment pursuant to this
paragraph (a) shall be made if the stock price per share is below $17.07 (as so
adjusted) or above $110.00 (as so adjusted).

            (b)   In the event of a Fundamental Change which is also a Public
Acquirer Change of Control, the Company may, in lieu of increasing the
Conversion Rate pursuant to Section 1.22(a) above, elect to adjust the
Conversion Rate such that from and after the effective date of such Public
Acquirer Change of Control, holders of the Series B Notes will be entitled to
convert their Series B Notes for an amount equal to the product of the
Conversion Rate in effect immediately before the Public Acquirer Change of
Control and a fraction:

                  (i) the numerator of which will be (A) in the case of a share
            exchange, consolidation, merger, or sale of all or substantially all
            of the assets pursuant to which the outstanding shares of Common
            Stock are converted into cash, securities or other property, the
            fair market value of all cash and any other consideration (as
            determined by the Board of Directors) paid or payable with respect
            to each share of Common Stock, or (B) in the case of any other
            Public Acquirer Change of Control, the average of the Closing Sale
            Price of the Common Stock for the five consecutive Trading Days
            immediately preceding but excluding the effective date of such
            Public Acquirer Change of Control; and

                  (ii) the denominator of which will be the average of the
            Closing Sale Price of the Public Acquirer Common Stock for the five
            consecutive Trading Days prior to but not including the effective
            date of such Public Acquirer Change of Control.

The Company shall notify Noteholders and the Trustee of its election between (a)
and (b) of this Section 1.22 in the Designated Event Notice. The amount payable
upon conversion of Series B Notes upon an election by the Company under this
Section 1.22(b) shall be settled as provided in Section 1.20 provided that in
lieu of the Common Stock payable, if any, under

                                      -37-


Section 1.20(b) there shall be paid that number of whole shares of Public
Acquirer Common Stock, calculated in the same manner.

            (c)   If any of the following events occur, namely (i) any
reclassification or change of the outstanding shares of Common Stock (other than
a subdivision or combination to which Section 1.21(c) applies), (ii) any
consolidation, merger or combination of the Company with another Person as a
result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, (iii) the Company is a party to a binding
share exchange, or (iv) any sale or conveyance of all or substantially all of
the properties and assets of the Company to any other Person as a result of
which holders of Common Stock shall be entitled to receive stock, other
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, then the Conversion Rate will not be adjusted,
but the Company or the successor or purchasing Person, as the case may be, shall
execute with the Trustee (provided, however, the Trustee is under no obligation
to execute any such supplemental indenture if it adversely affects the Trustee's
own rights, duties, liabilities or immunities) a supplemental indenture
providing that each Series B Note shall be convertible into the kind and amount
of shares of stock, other securities or other property or assets (including
cash) receivable upon such reclassification, change, consolidation, merger,
combination, binding share exchange, sale or conveyance by a holder of a number
of shares of Common Stock issuable upon conversion of such Series B Notes
(assuming, for such purposes, a sufficient number of authorized shares of Common
Stock are available to convert all such Series B Notes) immediately prior to
such reclassification, change, consolidation, merger, combination, binding share
exchange, sale or conveyance assuming such holder of Common Stock did not
exercise his rights of election, if any, as to the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, binding share
exchange, sale or conveyance; provided that, if the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, binding share
exchange, sale or conveyance is not the same for each share of Common Stock in
respect of which such rights of election shall not have been exercised
("NON-ELECTING SHARE"), then for the purposes of this Section 1.22 the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, binding share exchange, sale or conveyance for each non-electing
share shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares. Such supplemental indenture shall provide
for adjustments, which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article 1.

            The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Series B Notes, at its address
appearing on the Note register provided for in Section 1.05 of this Indenture,
within 20 days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.

            The above provisions of this Section 1.22(c) shall similarly apply
to successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

            Interest will not accrue on any cash into which the Series B Notes
are convertible.

                                      -38-


            Except in the event that any of the transactions described in this
Section 1.22(c) is a fundamental change, the Conversion Rate will not be
adjusted upon any occurrence thereof.

            Section 1.23. Taxes on Shares Issued. The issue of stock
certificates on conversions of Series B Notes shall be made without charge to
the converting Noteholder for any documentary, stamp or similar issue or
transfer tax in respect of the issue thereof. The Company shall not, however, be
required to pay any such tax which may be payable in respect of any transfer
involved in the issue and delivery of stock in any name other than that of the
holder of any Series B Note converted, and the Company shall not be required to
issue or deliver any such stock certificate unless and until the Person or
Persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid. Nothing herein shall preclude the Company's withholding
any tax required by law.

            Section 1.24. Notes Subordinated to Senior Indebtedness. The Company
and the Trustee each covenants and agrees, and each Noteholder, by its
acceptance of a Series B Note, likewise covenant and agree that all Series B
Notes shall be issued subject to the subordination provisions of this Article 1;
and each Person holding any Series B Note, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees that the payment of
principal, premium and interest on the Series B Notes shall, to the extent and
in the manner set forth in this Article 1, be subordinated in right of payment
to the prior payment in full, in cash or cash equivalents, of all amounts
payable under Senior Indebtedness, including, without limitation, the Company's
obligations under the Bank Credit Agreement (including any interest accruing
subsequent to an event specified in Sections 2.01(g) and 2.01(h), whether or not
such interest is an allowed claim enforceable against the debtor under the
United States Bankruptcy Code).

            Section 1.25. No Payment on Notes in Certain Circumstances.

            (a) No direct or indirect payment by or on behalf of the Company of
principal, premium and interest on the Series B Notes, whether pursuant to the
terms of the Series B Notes or upon acceleration or otherwise, shall be made if,
at the time of such payment, there exists a default in the payment of all or any
portion of the obligations of any Senior Indebtedness, and such default shall
not have been cured or waived or the benefits of this sentence waived by or on
behalf of the holders of such Senior Indebtedness.

            (b) During the continuance of any other event of default with
respect to (i) the Bank Credit Agreement pursuant to which the maturity thereof
may be accelerated and (A) upon receipt by the Trustee of written notice from
the administrative agent under the Bank Credit Agreement (the "ADMINISTRATIVE
AGENT") or (B) if such event of default under the Bank Credit Agreement results
from the acceleration of the Series B Notes, from and after the date of such
acceleration, no payment of principal, premium and interest on the Series B
Notes may be made by or on behalf of the Company upon or in respect of the
Series B Notes for a period (a "PAYMENT BLOCKAGE PERIOD") commencing on the
earlier of the date of receipt of such notice or the date of such acceleration
and ending 179 days thereafter (unless such Payment Blockage Period shall be
terminated by written notice to the Trustee from the Administrative Agent or
such event of default has been cured or waived or by repayment in full in cash
or cash

                                      -39-


equivalents of such Senior Indebtedness) or (ii) any other Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated, upon
receipt by the Trustee of written notice from the trustee or other
representative for the holders of such other Designated Senior Indebtedness (or
the holders of at least a majority in principal amount of such other Designated
Senior Indebtedness then outstanding), no payment of principal, premium and
interest on the Series B Notes may be made by or on behalf of the Company upon
or in respect of the Series B Notes for a Payment Blockage Period commencing on
the date of receipt of such notice and ending 119 days thereafter (unless, in
each case, such Payment Blockage Period shall be terminated by written notice to
the Trustee from such trustee of, or other representatives for, such holders or
by repayment in full in cash or cash-equivalents of such Designated Senior
Indebtedness or such event of default has been cured or waived). Notwithstanding
anything in the Indenture to the contrary, there must be 180 consecutive days in
any 360-day period in which no Payment Blockage Period is in effect. For all
purposes of this Section 1.25(b), no event of default (other than an event of
default pursuant to the financial maintenance covenants under the Bank Credit
Agreement) that existed or was continuing (it being acknowledged that any
subsequent action that would give rise to an event of default pursuant to any
provision under which an event of default previously existed or was continuing
shall constitute a new event of default for this purpose) on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or shall
be made, the basis for the commencement of a second Payment Blockage Period by
the representative for, or the holders of, such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such event of
default shall have been cured or waived for a period of not less than 45
consecutive days.

            (c) In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any holder when such payment is prohibited
by Section 1.25(a) or 1.25(b) hereof of which the Trustee has actual knowledge,
the Trustee shall promptly notify the holders of Senior Indebtedness of such
prohibited payment and such payment shall be held in trust for the benefit of,
and shall be paid over or delivered to, the holders of Senior Indebtedness or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their respective interests may appear, but only to the extent that,
upon notice from the Trustee to the holders of Senior Indebtedness that such
prohibited payment has been made, the holders of the Senior Indebtedness (or
their representative or representatives of a trustee) within 30 days of receipt
of such notice from the Trustee notify the Trustee of the amounts then due and
owing on the Senior Indebtedness, if any, and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness and
any excess above such amounts due and owing on Senior Indebtedness shall be paid
to the Company.

            Section 1.26. Payment over Proceeds upon Dissolution Etc.

            (a) Upon any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities, in
connection with any dissolution or winding up or total or partial liquidation or
reorganization of the Company, whether voluntary or involuntary, or in
bankruptcy, insolvency, receivership or other proceedings or other marshalling
of assets for the benefit of creditors, all amounts due or to become due upon
all Senior Indebtedness (including any interest accruing subsequent to an event

                                      -40-



specified in Sections 2.01(g) and 2.01(h), whether or not such interest is an
allowed claim enforceable against the debtor under the United States Bankruptcy
Code) shall first be paid in full, in cash or cash equivalents, before the
holders or the Trustee on their behalf shall be entitled to receive any payment
by the Company on account of principal, premium and interest on the Series B
Notes, or any payment to acquire any of the Series B Notes for cash, property or
securities, or any distribution with respect to the Series B Notes of any cash,
property or securities. Before any payment may be made by, or on behalf of, the
Company on any principal, premium and interest on the Series B Notes in
connection with any such dissolution, winding up, liquidation or reorganization,
any payment or distribution of assets or securities for the Company of any kind
or character, whether in cash, property or securities, to which the holders or
the Trustee on their behalf would be entitled, but for the subordination
provisions of this Article 1, shall be made by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar Person making
such payment or distribution, or by the holders or the Trustee if received by
them or it, directly to the holders of Senior Indebtedness (pro rata to such
holders on the basis of the respective amounts of Senior Indebtedness held by
such holders) or their representatives or to any trustee or trustees under any
other indenture pursuant to which any such Senior Indebtedness may have been
issued, as their respective interests appear, to the extent necessary to pay all
such Senior Indebtedness in full, in cash or cash equivalents after giving
effect to any concurrent payment, distribution or provision therefor to or for
the holders of such Senior Indebtedness.

            (b) To the extent any payment of Senior Indebtedness (whether by or
on behalf of the Company, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then if such payment is recovered by, or
paid over to such receiver, trustee in bankruptcy, liquidating trustee, agent or
other similar Person, the Senior Indebtedness or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as if
such payment had not occurred. To the extent the obligation to repay any Senior
Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under
any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then the obligations so declared fraudulent, invalid or otherwise set aside (and
all other amounts that would come due with respect thereto had such obligation
not been affected) shall be deemed to be reinstated and outstanding as Senior
Indebtedness for all purposes hereof as if such declaration, invalidity or
setting aside had not occurred.

            (c) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities, shall be received by the Trustee or any holder at a time when
such payment or distribution is prohibited by Section 1.26(a) hereof and before
all obligations in respect of Senior Indebtedness are paid in full, in cash or
cash equivalents, such payment or distribution shall be received and held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness (pro rata to such holders on the basis of such respective
amount of Senior Indebtedness held by such holders) or their representatives, or
to the trustee or trustees under any indenture pursuant to which any such Senior
Indebtedness may have been issued, as their respective interests appear, for
application to the payment of Senior Indebtedness remaining unpaid until all
such Senior Indebtedness has

                                      -41-


been paid in full, in cash or cash equivalents, after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

            (d) For purposes of this Section 1.26, the words "cash, property or
securities" shall not be deemed to include, so long as the effect of this clause
is not to cause the Series B Notes to be treated in any case or proceeding or
similar event described in this Section 1.26, as part of the same class of
claims as the Senior Indebtedness or any class of claims pari passu with, or
senior to, the Senior Indebtedness for any payment or distribution, securities
of the Company or any other corporation provided for by a plan of reorganization
or readjustment that are subordinated, at least to the extent that the Series B
Notes are subordinated, to the payment of all Senior Indebtedness then
outstanding; provided that (i) if a new corporation results from such
reorganization or readjustment, such corporation assumes the Senior Indebtedness
and (ii) the rights of the holders of the Senior Indebtedness are not, without
the consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company with or into,
another corporation or the liquidation or dissolution of the Company following
the sale, conveyance, transfer, lease or other disposition of all or
substantially all of its property and assets to another corporation upon the
terms and conditions provided in Article 11 of the Indenture shall not be deemed
a dissolution, winding up, liquidation or reorganization for the purposes of
this Section 1.26 if such other corporation shall, as a part of such
consolidation, merger, sale, conveyance, transfer, lease or other disposition,
comply (to the extent required) with the conditions stated in Article 11 of the
Indenture.

            Section 1.27. Subrogation.

            (a) Upon the payment in full of all Senior Indebtedness in cash or
cash equivalents, the holders of Series B Notes shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company made on such Senior
Indebtedness until the principal or premium, if any, and interest on the Series
B Notes shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the holders or the Trustee on their behalf would
be entitled except for the subordination provisions of this Article 1, and no
payment pursuant to the provisions of this Article 1 to the holders of Senior
Indebtedness by holders or the Trustee on their behalf shall, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
holders of Series B Notes, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness. It is understood that the subordination
provisions of this Article 1 are intended solely for the purpose of defining the
relative rights of the holders of Series B Notes, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

            (b) If any payment or distribution to which the holders of Series B
Notes would otherwise have been entitled but for the subordination provisions of
this Article 1 shall have been applied, pursuant to such provisions of this
Article 1, to the payment of all amounts payable under Senior Indebtedness,
then, and in such case, the holders of Series B Notes shall be entitled to
receive from the holders of such Senior Indebtedness any payments or
distributions received by such holders of Senior Indebtedness in excess of the
amount required to make payment in full, in cash or cash equivalents, of such
Senior Indebtedness.

                                      -42-


            Section 1.28. Obligations of Company Unconditional.

            (a) Nothing contained in this Article 1 or elsewhere in the
Indenture or in the Series B Notes is intended to or shall impair; as among the
Company and the holders of the Series B Notes, the obligation of the Company,
which is absolute and unconditional, to pay to such holders the principal of,
premium, if any, and interest on the Series B Notes as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of such holders and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the holders of Series B Notes or the Trustee on their behalf
from exercising all remedies otherwise permitted by applicable law upon default
under the Indenture, subject to the subordination rights, if any, under this
Article 1 of the holders of the Senior Indebtedness.

            (b) Without limiting the generality of the foregoing; nothing
contained herein will restrict the right of the Trustee or the holders to take
any action to declare the Series B Notes to be due and payable prior to their
Stated Maturity pursuant to Section 2.01 or to pursue any rights or remedies
hereunder; provided, however, that all Senior Indebtedness then due and payable
or thereafter declared to be due and payable shall first be paid in full, in
cash or cash equivalents, before the holders or the Trustee are entitled to
receive any direct or indirect payment from the Company of principal, premium
and interest on the Series B Notes.

            Section 1.29. Notice to Trustee.

            (a) The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment to
or by the Trustee in respect of the Notes pursuant to the subordination
provisions of this Article 1. The Trustee shall not be charged with the
knowledge of the existence of any default or event of default with respect to
any Senior Indebtedness or of any other facts that would prohibit the making of
any payment to or by the Trustee unless and until the Trustee shall have
received notice in writing at its Principal Corporate Trust Office to that
effect signed by an Officer of the Company, or by a holder of Senior
Indebtedness or trustee or agent thereof; and prior to the receipt of any such
written notice, the Trustee shall, subject to Article 7 of the Indenture, be
entitled to assume that no such facts exist; provided that, if the Trustee shall
not have received the notice provided for in this Section 1.29 at least two
Business Days prior to the date upon which, by the terms hereof, any monies
shall become payable for any purpose (including, without limitation, the payment
of the principal of, premium, if any, or interest on any Series B Note), then,
notwithstanding anything herein to the contrary, the Trustee shall have full
power and authority to receive any monies from the Company and to apply the same
to the purpose for which they were received, and shall not be affected by any
notice to the contrary that may be received by it on or after such prior date,
except for an acceleration of the Series B Notes prior to such application.
Nothing contained in this Section 1.29 shall limit the right of the holders of
Senior Indebtedness to recover payments as contemplated by this Article 1. The
foregoing shall not apply if the Payment Agent is the Company. The Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of any Senior Indebtedness (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Senior Indebtedness or a trustee
or representative on behalf of any such holder.

                                      -43-


            (b) In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 1, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article 1 and, if such evidence is not furnished to the
Trustee, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

            Section 1.30. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets or securities
referred to in this Article 1, the Trustee and the holders of Series B Notes
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which bankruptcy, dissolution, winding up, liquidation
or reorganization proceedings are pending, or upon a certificate of the
receiver; trustee in bankruptcy, liquidating trustee, agent or other similar
Person making such payment or distribution, delivered to the Trustee or to such
holders for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other Indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 1.

            Section 1.31. Trustee's Relation to Senior Indebtedness.

            (a) The Trustee and any Paying Agent shall be entitled to all the
subordination rights set forth in this Article 1 with respect to any Senior
Indebtedness that may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Senior Indebtedness and
nothing in the Indenture shall deprive the Trustee or any Paying Agent of any of
its rights as such holder.

            (b) With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 1, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into the Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness (except as provided in
Sections 1.25(c) and 1.26(c) of this Indenture) and shall not be liable to any
such holders if the Trustee shall in good faith mistakenly pay over or
distribute to holders of Series B Notes or to the Company or to any other person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article 1 or otherwise.

            Section 1.32. Subordination Rights Not Impaired by Acts or Omissions
of the Company or Holders of Senior Indebtedness. No right of any present or
future holders of any Senior Indebtedness to enforce subordination as provided
in this Article 1 will at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms of the Indenture, regardless of any knowledge thereof that any
such holder may have or otherwise be charged with. The subordination provisions
of this Article 1 are intended to be for the benefit of, and shall be
enforceable directly by, the holders of Senior Indebtedness.

                                      -44-


            Section 1.33. Holders Authorize Trustee to Effectuate Subordination
of Notes. Each holder of Series B Notes by his acceptance of any Series B Notes
authorizes and expressly directs the Trustee on its, his or her behalf to take
such action as may be necessary or appropriate to effectuate the subordination
provided in this Article 15, and appoints the Trustee its, his or her
attorney-in-fact for such purposes, including, in the event of any dissolution,
winding up, liquidation or reorganization of the Company (whether in bankruptcy,
insolvency, receivership, reorganization or similar proceedings or upon an
assignment for the benefit of creditors or otherwise) tending towards
liquidation of the property and assets of the Company, the filing of a claim for
the unpaid balance of its, his or her Series B Notes in the form required in
those proceedings. If the Trustee does not file a proper claim or proof in
indebtedness in the form required in such proceeding at least 30 days before the
expiration of the time to file such claim or claims, each holder of Senior
Indebtedness is hereby authorized to file an appropriate claim for and on behalf
of the holders.

            Section 1.34. Not to Prevent Events of Default. The failure to make
a payment on account of principal of, premium, if any, or interest on the Series
B Notes by reason of any subordination provision of this Article 1 will not be
construed as preventing the occurrence of an Event of Default.

            Section 1.35. Trustee's Compensation Not Prejudiced. Nothing in this
Article 1 will apply to amounts due to the Trustee pursuant to other sections of
the Indenture, including Section 7.07 of the Indenture.

            Section 1.36. No Waiver of Subordination Provisions. Without in any
way limiting the generality of Section 1.32, the holders of Senior Indebtedness
may, at any time and from time to time, without the consent of or notice to the
Trustee or the holders of Series B Notes, without incurring responsibility to
the holders of Series B Notes and without impairing or releasing the
subordination provided in this Article 1 or the obligations hereunder of the
holders of Series B Notes to the holders of Senior Indebtedness, do any one or
more of the following: (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding or secured; (b) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (c)
release any Person liable in any manner for the collection of Senior
Indebtedness; and (d) exercise or refrain from exercising any rights against the
Company and any other Person.

            Section 1.37. Payments May Be Paid Prior to Dissolution. Nothing
contained in this Article 1 or elsewhere in the Indenture shall prevent (i) the
Company except under the conditions described in Section 1.25 or 1.26, from
making payments of principal of, premium, if any, and interest on the Series B
Notes, or from depositing with the Trustee any money for such payments, or (ii)
the application by the Trustee of any money deposited with it for the purpose of
making such payments of principal of, premium, if any, and interest on the
Series B Notes to the holders of such Notes entitled thereto unless, at least
two Business Days prior to the date upon which such payment becomes due and
payable, the Trustee shall have received the written notice provided for in
Section 1.25(b) hereof (or there shall have been an acceleration of the Notes
prior to such application) or in Section 1.29 hereof. The Company shall give
prompt written notice to the Trustee of any dissolution, winding up, liquidation
or reorganization of the Company.

                                      -45-


            Section 1.38. Consent of Holders of Senior Indebtedness Under the
Bank Credit Agreement. The subordination provisions of this Article 1 (including
related definitions and references to such provisions contained herein) shall
not be amended in a manner that would adversely affect the rights of the holders
of Senior Indebtedness under the Bank Credit Agreement, and no such amendment
shall become effective unless the holders of Senior Indebtedness under the Bank
Credit Agreement shall have consented (in accordance with the provisions of the
Bank Credit Agreement) to such amendment. The Trustee shall be entitled to
receive and rely on an Officer's Certificate stating that such consent has been
given.

            Section 1.39. Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of United States Government Obligations held in trust under Article 8 of the
Indenture by the Trustee for the payment of principal of, premium, if any, and
interest on the Series B Notes shall not be subordinated to the prior payment of
any Senior Indebtedness (provided that at the time deposited, such deposit did
not violate any then outstanding Senior Indebtedness), and none of the holders
of Series B Notes shall be obligated to pay over any such amount to any holder
of Senior Indebtedness.

            Section 1.40. Supplemental Indenture with the Consent of
Noteholders. With the consent (evidenced as provided in Article 8 of the
Original Indenture) of the holders of not less than a majority in aggregate
principal amount of the Series B Notes at the time outstanding, the Company,
when authorized by the resolutions of the Board of Directors, and the Trustee
may, from time to time and at any time, enter into an indenture or indentures
supplemental to the Indenture for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
any supplemental indenture or of modifying in any manner the rights of the
holders of the Series B Notes; provided that no such supplemental indenture
shall (i) extend the fixed maturity of any Series B Note or reduce the rate or
extend the time of payment of interest thereon or reduce the principal amount
thereof or premium, if any, thereon or reduce any amount payable on redemption
or repurchase thereof or impair the right of any Noteholder to institute suit
for the payment thereof or make the principal thereof or interest or premium, if
any, thereon payable in any coin or currency or payable at any place other than
that provided in this First Supplemental Indenture or the Series B Notes, or
change the obligation of the Company to redeem any Series B Note on a redemption
date in a manner adverse to the holders of Series B Notes or change the
obligation of the Company to redeem any Series B Note upon the happening of a
Designated Event in a manner adverse to the holders of Series B Notes or change
the obligation of the Company to repurchase any Series B Note on a Repurchase
Date in a manner adverse to the holders of Series B Notes or reduce the
Conversion Rate, otherwise than in accordance with the terms of this First
Supplemental Indenture, or impair the right to convert the Series B Notes into
cash or Common Stock subject to the terms set forth herein, or adversely modify,
in any material respect, the provisions of Article 15 of the Original Indenture,
or reduce the quorum or the voting requirements under the Indenture, or modify
any of the provisions of this Section 1.40 or Section 2.07, except to increase
any such percentage or to provide that certain other provisions of the Indenture
cannot be modified or waived without the consent of the holder of each Series B
Note so affected, or change any obligation of the Company to maintain an office
or agency in the places and for the purposes set forth in Section 4.01 of the
Original Indenture, in each case, without the consent of the holder of each
Series B Note so affected or (ii) reduce the aforesaid percentage of Series B
Notes, the holders of

                                      -46-


which are required to consent to any such supplemental indenture or to waive any
past Event of Default, without the consent of the holders of all Series B Notes
affected thereby.

            Subject to Section 10.05 of the Original Indenture, upon the written
request of the Company, accompanied by a copy of the resolutions of the Board of
Directors certified by its Secretary or Assistant Secretary authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties,
liabilities or immunities under the Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

            It shall not be necessary for the consent of the Noteholders under
this Section 1.40 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

            Section 1.41. Supplemental Indentures Without Consent of
Noteholders. The Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time, and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes:

            (a) to evidence the succession of another Person to the Company and
      the assumption by any such successor of the covenants of the Company in
      the Indenture and in the Series B Notes; or

            (b) to add to the covenants of the Company for the benefit of the
      Noteholders, or to surrender any right or power conferred upon the Company
      in the Indenture; or

            (c) to evidence or provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Series B Notes; or

            (d) to cure any ambiguity, to correct or supplement any provision in
      the Indenture which may be inconsistent with any other provision in the
      Indenture, or to make any other provisions with respect to matters or
      questions arising under the Indenture, which shall not be inconsistent
      with the provisions of the Indenture; or

            (e) to add to, change or eliminate any of the provisions of the
      Indenture to permit or facilitate the issuance of Global Notes and matters
      related thereto, provided that such action pursuant to this clause (e)
      shall not adversely affect the interests of the Noteholders in any
      material respect; or

            (f) make provision with respect to the conversion rights of the
      holders of Series B Notes pursuant to the requirements of Section 1.22(c)
      and the redemption obligations of the Company pursuant to the requirements
      of Section 1.10(e); or

            (g) to provide for the issuance of Additional Notes in accordance
      with the provisions of the Indenture; or

                                      -47-


            (h) to modify or amend any of the provisions of the Indenture to
      permit the qualification of the Indenture under the Trust Indenture Act.

            Upon the written request of the Company, accompanied by a copy of
the resolutions of the Board of Directors certified by its Secretary or
Assistant Secretary authorizing the execution of any supplemental indenture, the
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that affects the Trustee's own rights, duties, liabilities or immunities under
the Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section 1.41 may be executed by the Company and the Trustee without the consent
of the holders of any of the Series B Notes at the time outstanding,
notwithstanding any of the provisions of Section 1.40.

                                   ARTICLE II
           REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENT OF DEFAULT

            Section 2.01. Events of Default; Acceleration. In case one or more
of the following "EVENTS OF DEFAULT" (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) shall
have occurred and be continuing:

            (a) default in the payment of any installment of interest with
      respect to any of the Series B Notes as and when the same shall become due
      and payable, and continuance of such default for a period of thirty (30)
      days, whether or not such payment is prohibited by the subordination
      provisions of Article 1 above; or

            (b) default in the payment of the principal of or premium, if any,
      on any of the Series B Notes as and when the same shall become due and
      payable either at maturity or in connection with any redemption or
      repurchase, in each case pursuant to Article 1 hereof, by acceleration or
      otherwise, whether or not such payment is prohibited by the subordination
      provisions of Article 1 above; or

            (c) failure on the part of the Company duly to observe or perform
      the covenants in Section 1.10 and Section 1.11 hereof or Article 11 of the
      Original Indenture, whether or not such payment is prohibited by the
      subordination provisions of Article 1 above; or

            (d) failure on the part of the Company duly to observe or perform
      any other of the covenants or agreements on the part of the Company in the
      Series B Notes or in the Indenture (other than a covenant or agreement a
      default in whose performance or whose breach is elsewhere in this Section
      2.01 specifically dealt with) continued for a period of thirty (30) days
      after the date on which written notice of such failure, requiring the
      Company to remedy the same, shall have been given to the Company by the
      Trustee, or

                                      -48-


      the Company and an Officer of the Trustee by the holders of at least
      twenty-five percent (25%) in aggregate principal amount of the Series B
      Notes at the time outstanding determined in accordance with Section 8.04
      of the Original Indenture; or

            (e) a default or defaults under the terms of any bond(s),
      debenture(s), note(s) or other evidence(s) of, or under any mortgage(s),
      indenture(s), agreement(s) or instrument(s) under which there may be
      issued or by which there may be secured or evidenced, any Indebtedness of
      the Company or any of its Subsidiaries with a principal amount then
      outstanding, individually or in the aggregate, of at least $10 million,
      whether such Indebtedness now exists or is hereafter incurred, which
      default or defaults (i) shall have resulted in such indebtedness becoming
      or being declared due and payable prior to the date on which it would
      otherwise have become due and payable or (ii) shall constitute the failure
      to pay such Indebtedness at the final stated maturity thereof (after
      expiration of any applicable grace period) and such default shall not have
      been rescinded or such Indebtedness shall not have been discharged within
      30 days; or

            (f) any final judgment or order (not covered by insurance) for the
      payment of money in excess of $10 million in the aggregate for all such
      final judgments or orders against all such Persons (treating any
      deductibles, self-insurance or retention as not so covered) shall be
      rendered against the Company or any Subsidiary and shall not be paid or
      discharged, and there shall be any period of 30 consecutive days following
      entry of the final judgment or order that causes the aggregate amount for
      all such final judgments or orders outstanding and not paid or discharged
      against all such Persons to exceed $10 million during which a stay of
      enforcement of such final judgment or order, by reason of a pending appeal
      or otherwise, shall not be in effect; or

            (g) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company or any Significant
      Subsidiary in an involuntary case or proceeding under any applicable
      Federal or State bankruptcy, insolvency, reorganization or other similar
      law or (B) a decree or order adjudging the Company or any Significant
      Subsidiary a bankrupt or insolvent, or approving as properly filed a
      petition seeking reorganization, arrangement, adjustment or composition of
      or in respect of the Company or any Significant Subsidiary under any
      applicable Federal or State law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of
      the Company or any Significant Subsidiary or of any substantial part of
      the property of the Company or any Significant Subsidiary, or ordering the
      winding up or liquidation of the affairs of the Company or any Significant
      Subsidiary, and the continuance of any such decree or order for relief or
      any such other decree or order unstayed and in effect for a period of 30
      consecutive days; or

            (h) the commencement by the Company or any Significant Subsidiary of
      a voluntary case or proceeding under any applicable Federal or State
      bankruptcy, insolvency, reorganization or other similar law or of any
      other case or proceeding to be adjudicated a bankrupt or insolvent, or the
      consent by the Company or any Significant Subsidiary to the entry of a
      decree or order for relief in respect of the Company or any Significant
      Subsidiary in an involuntary case or proceeding under any applicable
      Federal or State bankruptcy, insolvency, reorganization or other similar
      law or to the

                                      -49-


      commencement of any bankruptcy or insolvency case or proceeding against
      the Company or any Significant Subsidiary or the filing by the Company or
      any Significant Subsidiary of a petition or answer or consent seeking
      reorganization or relief under any applicable Federal or State law, or the
      consent by the Company or any Significant Subsidiary to the filing of such
      a petition or to the appointment of or taking possession by a custodian,
      receiver, liquidator, assignee, trustee, sequestrator or similar official
      of the Company or any Significant Subsidiary or of any substantial part of
      the property of the Company or any Significant Subsidiary, or the making
      by the Company or any Significant Subsidiary of an assignment for the
      benefit of creditors, or the admission by the Company or any Significant
      Subsidiary in writing of its inability to pay its debts generally as they
      become due, or the taking of corporate action by the Company or any
      Significant Subsidiary in furtherance of any such action;

then, and in each and every such case (other than an Event of Default specified
in 2.01(g) or 2.01(h) above that occurs with respect to the Company), unless the
principal of all of the Series B Notes shall have already become due and
payable, either the Trustee or the holders of not less than twenty-five percent
(25%) in aggregate principal amount of the Series B Notes then outstanding
hereunder determined in accordance with Section 8.04 of the Original Indenture,
by notice in writing to the Company (and to the Trustee if given by Noteholders)
specifying the respective Event of Default and stating that it is a "notice of
acceleration," may declare the principal of and premium, if any, on all the
Series B Notes and the interest accrued thereon to be due and payable
immediately, and upon receipt of such notice the same shall become and shall be
immediately due and payable; provided that for so long as a Bank Credit
Agreement is in effect, such declaration shall not become effective until the
earlier of (i) five business days after receipt of the acceleration notice by
the agent(s) under any outstanding Bank Credit Agreement and the Company and
(ii) acceleration of the Indebtedness under the Bank Credit Agreement. If an
Event of Default specified in 2.01(g) or 2.01(h) above involving the Company
occurs, the principal of all the Series B Notes and the interest accrued, if
any, thereon shall be immediately and automatically due and payable without
necessity of further action. This provision, however, is subject to the
conditions that if, at any time after the principal of the Series B Notes shall
have been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all Series B Notes
and the principal of, and premium, if any, on any and all Series B Notes which
shall have become due otherwise than by acceleration (with interest on overdue
installments of interest (to the extent that payment of such interest is
enforceable under applicable law) and on such principal and premium, if any, at
the rate borne by the Series B Notes plus one percent (1%), to the date of such
payment or deposit) and amounts due to the Trustee pursuant to Section 7.07 of
the Original Indenture, and if any and all defaults under this First
Supplemental Indenture, other than the nonpayment of principal of, and premium,
if any, and accrued interest on, Series B Notes which shall have become due by
acceleration, shall have been cured or waived pursuant to Section 2.07, then and
in every such case the holders of a majority in aggregate principal amount of
the Series B Notes then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults or Events of Default and rescind and annul such
declaration and its consequences; but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or Event of Default, or
shall impair any right consequent thereon. In accordance with Section 4.10 of
the Original Indenture, the Company

                                      -50-


shall notify in writing an Officer of the Trustee, promptly upon becoming aware
thereof, of any Event of Default or any event which, with notice or the lapse of
time or both, would constitute an Event of Default.

            In case the Trustee shall have proceeded to enforce any right under
the Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or rescission and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the holders of Series B Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Series B Notes, and the
Trustee shall continue as though no such proceeding had been taken.

            Section 2.02. Payments of Notes on Default; Suit Therefor. The
Company covenants that (a) in case default shall be made in the payment of any
installment of interest upon any of the Series B Notes as and when the same
shall become due and payable, and such default shall have continued for a period
of 30 days, or (b) in case default shall be made in the payment of the principal
of or premium, if any, on any of the Series B Notes as and when the same shall
have become due and payable, whether at maturity of the Series B Notes or in
connection with any redemption or repurchase, by or under the Indenture or
otherwise, then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Series B Notes, the whole amount
that then shall have become due and payable on all such Series B Notes for
principal, premium, if any, or interest, as the case may be, with interest upon
the overdue principal and premium, if any, and (to the extent that payment of
such interest is enforceable under applicable law) upon the overdue installments
of interest at the rate borne by the Series B Notes, plus one percent (1%) and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other amounts due the
Trustee under Section 7.07 of the Original Indenture. Until such demand by the
Trustee, the Company may pay the principal of, and premium, if any, and interest
on, the Series B Notes to the registered holders, whether or not the Series B
Notes are overdue.

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

            In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Series B Notes
under Title 11 of the United States Code, or any other applicable law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company or such other obligor, the property of the
Company or such other obligor, or in the case of any other judicial proceedings
relative to the Company or such other obligor upon the Series B Notes, or to the
creditors or property of the

                                      -51-


Company or such other obligor, the Trustee, irrespective of whether the
principal of the Series B Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 2.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest owing and unpaid in respect of the
Series B Notes, and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee, its agents and its counsel and of the
Noteholders allowed in such judicial proceedings relative to the Company or any
other obligor on the Series B Notes, its or their creditors, or its or their
property, and to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 7.07 of the Original Indenture, and
any receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
custodian or similar official is hereby authorized by each of the Noteholders 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 Noteholders, to pay to
the Trustee any amount due it for reasonable compensation, expenses, advances
and disbursements, including counsel fees and expenses incurred by it up to the
date of such distribution.

            All rights of action and of asserting claims under the Indenture, or
under any of the Series B Notes, may be enforced by the Trustee without the
possession of any of the Series B Notes, or the production thereof at any trial
or other proceeding relative thereto, and any such suit or proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the holders of the Series
B Notes.

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

            Section 2.03. Application of Monies Collected by Trustee. Any monies
or other compensation collected by the Trustee pursuant to this Article 2 shall
be applied in the order following, at the date or dates fixed by the Trustee for
the distribution of such monies or other compensation, upon presentation of the
several Series B Notes, and stamping thereon the payment, if only partially
paid, and upon surrender thereof, if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
            Section 7.07 of the Original Indenture;

                  SECOND: To the holders of Senior Indebtedness, as and to the
            extent required by the subordination provisions of Article I hereof;

                  THIRD: In case the principal of the outstanding Series B Notes
            shall not have become due and be unpaid, to the payment of interest
            on the Series B Notes in default in the order of the maturity of the
            installments of such interest, with

                                      -52-


            interest (to the extent that such interest has been collected by the
            Trustee) upon the overdue installments of interest at the rate borne
            by the Series B Notes plus one percent (1%), such payments to be
            made ratably to the Persons entitled thereto;

                  FOURTH: In case the principal of the outstanding Series B
            Notes shall have become due, by declaration or otherwise, and be
            unpaid to the payment of the whole amount then owing and unpaid upon
            the Series B Notes for principal and premium, if any, and interest,
            with interest on the overdue principal and premium, if any, and (to
            the extent that such interest has been collected by the Trustee)
            upon overdue installments of interest at the rate borne by the
            Series B Notes plus one percent (1%) to the Persons entitled
            thereto, and in case such monies shall be insufficient to pay in
            full the whole amounts so due and unpaid upon the Series B Notes,
            then to the payment of such principal, premium, if any, and interest
            without preference or priority of principal and premium, if any,
            over interest, or of interest over principal and premium, if any, or
            of any installment of interest over any other installment of
            interest, or of any Series B Note over any other Series B Note,
            ratably to the aggregate of such principal and premium, if any, and
            accrued and unpaid interest; and

                  FIFTH: To the payment of the remainder, if any, to the Company
            or any other Person lawfully entitled thereto.

            Section 2.04. Proceedings by Noteholder. No holder of any Series B
Note shall have any right by virtue of or by reference to any provision of the
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to the Indenture, or for the appointment of a receiver,
trustee, liquidator, custodian or other similar official, or for any other
remedy hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than twenty-five
percent (25%) in aggregate principal amount of the Series B Notes then
outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for sixty 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 2.07 hereof; it being understood
and intended, and being expressly covenanted by the taker and holder of every
Series B Note with every other taker and holder and the Trustee, that no one or
more holders of Series B Notes shall have any right in any manner whatever by
virtue of or by reference to any provision of the Indenture to affect, disturb
or prejudice the rights of any other holder of Series B Notes, or to obtain or
seek to obtain priority over or preference to any other such holder, or to
enforce any right under the Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Series B Notes
(except as otherwise provided herein). For the protection and enforcement of
this Section 2.04, each and every Noteholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

                                      -53-


            Notwithstanding any other provision of the Indenture and any
provision of any Series B Note, the right of any holder of any Series B Note to
receive payment of the principal of, and premium, if any (including the
redemption or repurchase price upon redemption or repurchase pursuant to Article
1 hereof), and accrued interest on, such Series B Note, on or after the
respective due dates expressed in such Series B Note or in the case of a
redemption or repurchase, on the redemption date or Repurchase Date, as the case
may be, or to institute suit for the enforcement of any such payment on or after
such respective dates against the Company shall not be impaired or affected
without the consent of such holder.

            Anything in the Indenture or the Series B Notes to the contrary
notwithstanding, the holder of any Series B Note, without the consent of either
the Trustee or the holder of any other Series B Note, in its own behalf and for
its own benefit, may enforce, and may institute and maintain any proceeding
suitable to enforce, its rights of conversion as provided herein.

            Section 2.05. Proceedings by Trustee. In case of an Event of
Default, the Trustee may, in its discretion, but shall not be required to,
proceed to protect and enforce the rights vested in it by the Indenture by such
appropriate judicial proceedings as are necessary to protect and enforce any of
such rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in the Indenture or in aid of the exercise of any power
granted in the Indenture, or to enforce any other legal or equitable right
vested in the Trustee by the Indenture or by law.

            Section 2.06. Remedies Cumulative and Continuing. Except as provided
in Section 2.06 of the Original Indenture, all powers and remedies given by this
Article 2 to the Trustee or to the Noteholders shall, to the extent permitted by
law, be deemed cumulative and not exclusive of any thereof or of any other
powers and remedies available to the Trustee or the holders of the Series B
Notes, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in the Indenture, and no
delay or omission of the Trustee or of any holder of any of the Series B Notes
to exercise any right or power accruing upon any default or Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or any acquiescence
therein, and, subject to the provisions of Section 2.04 hereof, every power and
remedy given by this Article 2 or by law to the Trustee or to the Noteholders
may be exercised from time to time, and as often as shall be deemed expedient,
by the Trustee or by the Noteholders.

            Section 2.07. Direction of Proceedings and Waiver of Defaults by
Majority of Noteholders. The holders of a majority in aggregate principal amount
of the Series B Notes at the time outstanding determined in accordance with
Section 8.04 of the Original Indenture 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; provided that
(a) such direction shall not be in conflict with any rule of law or with the
Indenture, (b) the Trustee may take any other action which is not inconsistent
with such direction and (c) the Trustee may decline to take any action that the
Trustee determines in its reasonable discretion would benefit some Noteholder to
the detriment of other Noteholders or of the Trustee. The holders of a majority
in aggregate principal amount of the Series B Notes at the time outstanding

                                      -54-



determined in accordance with Section 8.04 of the Original Indenture may, on
behalf of the holders of all of the Series B Notes, waive any past or existing
default or Event of Default hereunder and its consequences except (i) a past or
existing default in the payment of interest or premium, if any, on, or the
principal of, the Series B Notes (including in connection with an offer to
purchase); provided however that holders of a majority in aggregate principal
amount of the then outstanding Series B Notes may rescind an acceleration and
its consequences, including any related payment default that resulted from such
acceleration in accordance with Section 2.01 hereof, (ii) a failure by the
Company to convert any Series B Notes into Common Stock, (iii) a default in the
payment of the redemption price or the purchase price pursuant to Article 1
hereof, or (iv) a default in respect of a covenant or any provision of the
Indenture which under Article 10 of the Indenture cannot be modified or amended
without the consent of the holders of each or all Series B Notes then
outstanding or affected thereby. Upon any such waiver, the Company, the Trustee
and the holders of the Series B Notes shall be restored to their former
positions and rights hereunder; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
cured or waived as permitted by this Section 2.07, said default or Event of
Default shall for all purposes of the Series B Notes and the Indenture be deemed
to have been cured and to be not continuing for every purpose of the Indenture;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

            Section 2.08. Undertaking to Pay Costs. All parties to the Indenture
agree, and each holder of any Series B Note by its, his or her 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 the
Indenture, or in any suit against the Trustee for any action taken or omitted by
it as Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses, against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; provided that the provisions
of this Section 2.08 (to the extent permitted by law) shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Noteholder, or
group of Noteholders, holding in the aggregate more than 10% in principal amount
of the Series B Notes at the time outstanding determined in accordance with
Section 8.04 of the Original Indenture, or to any suit instituted by any
Noteholder for the enforcement of the payment of the principal of, or premium,
if any, or interest on, any Series B Note on or after the due date expressed in
such Series B Note or to any suit for the enforcement of the right to convert
any Series B Note in accordance with the provisions of Article 1 above.

                                  ARTICLE III
                                 MISCELLANEOUS

            Section 3.01. Governing Law. This Indenture and each Series B Note
shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of the State
of New York without reference to its principles of conflict of laws that would
defer to the substantive laws of another jurisdiction.

                                      -55-


            Section 3.02. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument. Any
signature page of any such counterpart, or any electronic facsimile thereof, may
be attached or appended to any other counterpart to complete a fully executed
counterpart of this Agreement, and any telecopy or other facsimile transmission
of any signature shall be deemed an original and shall bind such party.

            Section 3.03. Compliance with Original Indenture. Except as modified
by this First Supplemental Indenture, the Series B Notes shall be governed by
and subject to all of the terms, conditions, rights, duties and obligations in
respect of the "Notes" under the Original Indenture and each of the Company and
the Trustee shall be bound by all such terms, conditions, rights, duties and
obligations applicable thereto, including, without limitation, the covenants of
the Company set forth in Article 4 thereof and the duties and responsibilities
of the Trustee in Article 7 thereof, such Original Indenture, as modified by
this First Supplemental Indenture, being hereby ratified by the parties hereto.

            SunTrust Bank hereby accepts the trusts in this Indenture declared
and provided, upon the terms and conditions hereinabove set forth.

                                      -56-


            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed.

                                  AGCO CORPORATION, as Company

                                  By: ________________________________
                                      Name:
                                      Title:

                                  SUNTRUST BANK, as Trustee

                                  By: ________________________________
                                      Name:
                                      Title:

                                      -57-


                                    EXHIBIT A

                        [Include only for Global Notes:]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


                                      A-1



                                AGCO CORPORATION

        1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES B, DUE 2033

                                                              CUSIP: 001084 AL 6

No.                                                                 $___________

            AGCO CORPORATION, a corporation duly organized and validly existing
under the laws of the State of Delaware (herein called the "COMPANY", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to
___________________ or its registered assigns, [the principal sum of
_________________________DOLLARS] [the principal sum set forth on Schedule I
hereto] on December 31, 2033 at the office or agency of the Company maintained
for that purpose in accordance with the terms of the Indenture, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semiannually on June 30 and December 31 of each year, commencing December 31,
2005, on said principal sum at said office or agency, in like coin or currency,
at the rate per annum of 1 3/4%, from the June 30 or December 31, as the case
may be, next preceding the date of this Note to which interest has been paid or
duly provided for, unless the date hereof is a date to which interest has been
paid or duly provided for, in which case from the date of this Note, or unless
no interest has been paid or duly provided for on the Notes, in which case from
December 31, 2004, until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after any
June 15 or December 15, as the case may be, and before the following June 30 or
December 31, this Note shall bear interest from such June 30 or December 31;
provided that if the Company shall default in the payment of interest due on
such June 30 or December 31, then this Note shall bear interest from the next
preceding June 30 or December 31 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on such Note,
from December 31, 2004. Except as otherwise provided in the Indenture, the
interest payable on the Note pursuant to the Indenture on any June 30 or
December 31 will be paid to the Person entitled thereto as it appears in the
Note register at the close of business on the record date, which shall be the
June 15 or December 15 (whether or not a Business Day) next preceding such June
30 or December 31, as provided in the Indenture; provided that any such interest
not punctually paid or duly provided for shall be payable as provided in the
Indenture. Interest may, at the option of the Company, be paid either (i) by
check mailed to the registered address of such Person (provided that the holder
of Notes with an aggregate principal amount in excess of $2,000,000 shall, at
the written election (timely made and containing appropriate wire transfer
information) of such holder, be paid by wire transfer of immediately available
funds) or (ii) by transfer to an account maintained by such Person located in
the United States; provided that payments to the Depositary will be made by wire
transfer of immediately available funds to the account of the Depositary or its
nominee.

            The Company promises to pay interest on overdue principal and
premium, if any, (to the extent that payment of such interest is enforceable
under applicable law) at the rate of 2 3/4%, per annum.


                                      A-2




            Reference is made to the further provisions of this Note set forth
on the reverse hereof, including, without limitation, provisions giving the
holder of this Note the right to convert this Note into Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

            This Note shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of the State of New York without reference to its
principles of conflict of laws.

            This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee or a duly authorized authenticating agent under the Indenture.


                                      A-3




            IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.

                                  AGCO CORPORATION

                                  By:  __________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.

SUNTRUST BANK, as Trustee

By: ______________________________
    Authorized Officer

Dated: June 23, 2005


                                      A-4




                             FORM OF REVERSE OF NOTE

                                AGCO CORPORATION

         1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTE, SERIES B, DUE 2033

            This Note is one of a duly authorized issue of Notes of the Company,
designated as its 1 3/4% Convertible Senior Subordinated Notes, Series B, Due
2033 (herein called the "NOTES"), limited in aggregate principal amount to
$201,250,000, issued and to be issued under and pursuant to an Indenture dated
as of December 23, 2003 and as supplemented by a First Supplemental Indenture
dated as of June 23, 2005 (herein, collectively, called the "INDENTURE"),
between the Company and SunTrust Bank, as trustee (herein called the "TRUSTEE"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the holders of the
Notes.

            In case an Event of Default shall have occurred and be continuing,
the principal of, and premium, if any, and accrued interest on, all Notes may be
declared by either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

            The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of at least a majority in aggregate
principal amount of the Notes at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Notes; provided that no such
supplemental indenture shall (i) extend the fixed maturity of any Note, or
reduce the rate or change the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon or reduce any amount
payable on redemption or repurchase thereof, or impair the right of any
Noteholder to institute suit for the payment thereof, or make the principal
thereof or interest or premium, if any, thereon payable in any coin or currency
or payable at any place other than that provided in the Indenture or the Notes,
or change the obligation of the Company to redeem any Note on a redemption date
in a manner adverse to the holders of Notes, or change the obligation of the
Company to redeem any Note upon the happening of a Designated Event in a manner
adverse to the holders of Notes, or change the obligation of the Company to
repurchase any Note on a Repurchase Date in a manner adverse to the holders of
Notes, or reduce the Conversion Rate, otherwise than in accordance with the
terms of the Indenture, or impair the right to convert the Notes into cash or
Common Stock subject to the terms set forth therein, or adversely modify, in any
material respect, the provisions of Article 15 of the Indenture, or reduce the
quorum or the voting requirements under the Indenture, or modify any of the
provisions of Section 1.40 or Section 2.07 of the First Supplemental Indenture,
except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the holder of each Note so affected, or change any obligation of the Company to
maintain an office or agency in the places and for the purposes set forth in
Section 4.01 thereof, in each case, without the consent of the holder of each
Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders
of which are


                                      A-5




required to consent to any such supplemental indenture or to waive any past
Event of Default, without the consent of the holders of all Notes affected
thereby. Subject to the provisions of the Indenture, the holders of a majority
in aggregate principal amount of the Notes at the time outstanding may on behalf
of the holders of all of the Notes waive any past default or Event of Default
under the Indenture and its consequences except a default in the payment of
interest, or any premium on or the principal of, any of the Notes, or a failure
by the Company to convert any Notes into Common Stock of the Company, or a
default in the payment of the redemption price, or a default in the payment of
the repurchase price on a Repurchase Date, or a default in respect of a covenant
or provisions of the Indenture which under Article 10 of the Indenture cannot be
modified or amended without the consent of the holders of each or all Notes then
outstanding or affected thereby. Any such consent or waiver by the holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this Note and
any Notes which may be issued in exchange or substitution hereof, irrespective
of whether or not any notation thereof is made upon this Note or such other
Notes.

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

            Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.

            The Notes are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in connection with
any registration or exchange of Notes, Notes may be exchanged for a like
aggregate principal amount of Notes of any other authorized denominations.

            At any time on or after January 1, 2011, the Notes may be redeemed
at the option of the Company, in whole or in part, in cash, upon mailing a
notice of such redemption not less than 30 days but not more than 60 days before
the redemption date to the holders of Notes at their last registered addresses,
all as provided in the Indenture, at 100% of the principal amount of the Notes
to be redeemed, together with accrued and unpaid interest, if any, to, but
excluding the date fixed for redemption; provided that if the redemption date is
on a June 30 or December 31, then the interest payable on such date shall be
paid to the holder of record on the preceding June 15 or December 15,
respectively:

            The Company may not give notice of any redemption of the Notes if a
default in the payment of interest or premium, if any, on the Notes has occurred
and is continuing.

            The Notes are not subject to redemption through the operation of any
sinking fund.


                                      A-6




            If a Designated Event occurs at any time prior to maturity of the
Notes, this Note will be redeemable on a Designated Event Redemption Date, which
is not less than 30 nor more than 60 days after such Designated Event, at the
option of the holder of this Note at a redemption price equal to 100% of the
principal amount thereof, together with accrued interest to (but excluding) the
redemption date; provided that if such Designated Event Redemption Date is a
June 30 or December 31, the interest payable on such date shall be paid to the
holder of record of this Note on the preceding June 15 or December 15,
respectively. The Notes will be redeemable in multiples of $1,000 principal
amount. The Company shall mail to all holders of record of the Notes a notice of
the occurrence of a Designated Event and of the redemption right arising as a
result thereof on or before the 10th day after the occurrence of such Designated
Event. For a Note to be so redeemed at the option of the holder, the Company
must receive at the office or agency of the Company maintained for that purpose
in accordance with the terms of the Indenture, the form entitled "Option to
Elect Repayment Upon a Designated Event" attached below duly completed, together
with book-entry transfer of the Note, on or before the close of business on the
Designated Event Redemption Date.

            Subject to the terms and conditions of the Indenture, the Company
shall become obligated to purchase, at the option of the holder, all or any
portion of the Notes held by such holder, in cash, on December 31, 2010,
December 31, 2013, December 31, 2018, December 31, 2023 and December 31, 2028,
in whole multiples of $1,000 at a purchase price of 100% of the principal
amount, plus any accrued and unpaid interest, on the Note up to the Repurchase
Date. To exercise such right, a holder shall deliver to the Company the form
entitled "Repurchase Notice" attached below duly completed, together with
book-entry transfer of the Note to the Trustee, at any time from the opening of
business on the date that is 20 Business Days prior to such Repurchase Date
until the close of business on the Repurchase Date.

            Holders have the right to withdraw any such redemption election or
Repurchase Notice by delivering to the designated Company representative a
written notice of withdrawal up to the close of business on the Designated Event
Redemption Date or the Repurchase Date, as applicable, all as provided in the
Indenture.

            If cash sufficient to pay the redemption or purchase price of all
Notes or portions thereof to be redeemed on the Designated Event Redemption Date
or purchased as of the Repurchase Date is deposited with the Trustee (or other
paying agent appointed by the Company), on the Business Day following such date,
as applicable, interest will cease to accrue on such Notes (or portions
thereof), and the holder thereof shall have no other rights as such other than
the right to receive the redemption price or purchase price upon surrender of
such Note.

            Subject to the occurrence of certain events and in compliance with
the provisions of the Indenture, the holder hereof has the right to convert the
principal amount hereof, or any portion of such principal amount which is a
multiple of $1,000, into cash or a combination of cash and fully paid and
non-assessable shares of Common Stock. Each $1,000 of principal amount of Notes
shall be convertible for cash equal to the Principal Return and an amount in
whole shares of Common Stock equal to the Net Share Amount divided by the
Average Market Price. The initial Conversion Rate of the Notes is 44.7193 shares
of Common Stock for each $1,000 principal amount of Notes, subject to adjustment
as set forth in the Indenture. A Note in


                                      A-7




respect of which a holder is exercising its right to require redemption upon a
Designated Event or repurchase on a Repurchase Date may be converted only if
such holder withdraws its election to exercise either such right in accordance
with the terms of the Indenture.

            In no event shall the Company be required to issue a number of
shares of Common Stock upon conversion of the Notes in excess of 58.5823 shares
of Common Stock (as adjusted for stock splits, stock dividends,
recapitalizations or similar events) per $1,000 principal amount of Series B
Notes; provided that the Company shall pay to holders converting Notes an
aggregate amount of cash in lieu of any number of such excess shares calculated
at the Average Market Price thereof.

            The Company shall deliver to the holder through the Conversion
Agent, no later than the third Business Day following the Company's
determination of the Average Market Price, cash or a combination of cash and
certificates for the number of whole shares of Common Stock issuable pursuant to
the terms of the Indenture.

            A holder may convert a portion of a Note if the principal amount of
such portion is $1,000 or an integral multiple of $1,000. No payment or
adjustment shall be made for dividends on the Common Stock except as provided in
the Indenture. On conversion of a Note, except for conversion during the period
from the close of business on any record date immediately preceding any interest
payment date to the close of business on the Business Day immediately preceding
such interest payment date, in which case the holder on such record date shall
receive the interest payable on such interest payment date, that portion of
accrued and unpaid interest on the converted Note attributable to the period
from the most recent interest payment date (or, if no interest payment date has
occurred, from the date of original issuance of the Notes) through the
Conversion Date shall not be cancelled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the holder thereof through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares), or cash in lieu thereof, in exchange for the Note being converted
pursuant to the provisions hereof.

            Notes or portions thereof surrendered for conversion during the
period from the close of business on any record date immediately preceding any
interest payment date to the close of business on the Business Day immediately
preceding such interest payment date shall be accompanied by payment to the
Company or its order, in immediately available funds or other funds acceptable
to the Company, of an amount equal to the interest payable on such interest
payment date with respect to the principal amount of Notes or portions thereof
being surrendered for conversion; provided that no such payment need be made if
(1) the Company has specified a Redemption Date that occurs during the period
from the close of business on a record date to the close of business on the
Business Day immediately preceding the interest payment date to which such
record date relates, (2) the Company has specified a Designated Event Redemption
Date during such period or (3) any overdue interest exists on the Conversion
Date with respect to the Notes converted, only to the extent of overdue
interest.

            No fractional shares will be issued upon conversion; in lieu
thereof, an amount will be paid in cash based upon the Average Market Price of
the Common Stock as provided in Section 1.19 of the First Supplemental
Indenture.


                                      A-8




            To convert a Note, a holder must (a) furnish appropriate
endorsements and transfer documents if required by the Note registrar of the
Conversion Agent, (b) pay any transfer or similar tax, if required, (c) except
as set forth in Section 1.18 of the First Supplemental Indenture, pay funds
equal to the interest payable on the next interest payment date, and (d) comply
with DTC's procedures for converting a beneficial interest in a Global Note.

            The Conversion Rate will be adjusted as set forth in Sections 1.21
and 1.22 of the First Supplemental Indenture. In the event of a Fundamental
Change which is also a Public Acquirer Change of Control, the Company may, in
lieu of increasing the Conversion Rate, elect to adjust the Conversion Rate such
that from and after the effective date of such Public Acquirer Change of
Control, any shares of stock issued upon conversion of the Notes would be for
the publicly traded common stock of the acquirer, not the Company.

            Any Notes called for redemption, unless surrendered for conversion
by the holders thereof on or before the close of business on the Business Day
preceding the redemption date, may be deemed to be redeemed from the holders of
such Notes for an amount equal to the applicable redemption price, together with
accrued but unpaid interest to, but excluding, the date fixed for redemption, by
one or more investment banks or other purchasers who may agree with the Company
(i) to purchase such Notes from the holders thereof and convert them into shares
of the Company's Common Stock and (ii) to make payment for such Notes as
aforesaid to the Trustee in trust for the holders.

            Upon due presentment for registration of transfer of this Note at
the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in
exchange thereof, subject to the limitations provided in the Indenture, without
charge except for any tax, assessment or other governmental charge imposed in
connection therewith.

            The Company, the Trustee, any authenticating agent, any paying
agent, any Conversion Agent and any Note registrar may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or any Note registrar) for
the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any paying agent nor other
Conversion Agent nor any Note registrar shall be affected by any notice to the
contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Note.

            No recourse for the payment of the principal of, or any premium or
interest on, this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any supplemental indenture or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer or director or
subsidiary, as such, past, present or future, of the Company or of any successor


                                      A-9




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

            Terms used in this Note and defined in the Indenture are used herein
as therein defined.


                                      A-10




                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription of the
face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common              UNIF GIFT MIN ACT -___ Custodian ___
TEN ENT - as tenant by the entireties       (Cust)               (Minor)
JT TEN -  as joint tenants with right of
          survivorship and not as           under Uniform Gifts to Minors Act
          tenants in common                 ____________________________
                                                          (State)

    Additional abbreviations may also be used though not in the above list.


                                      A-11




                                CONVERSION NOTICE

TO:         AGCO CORPORATION
            SUNTRUST BANK

            The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, into cash or a combination of
cash and shares of Common Stock of AGCO Corporation (or such other entity
pursuant to a Public Acquirer Change of Control) in accordance with the terms of
the Indenture referred to in this Note, and directs that a check in the amount
of said cash and any shares issuable and deliverable upon such conversion,
together with any amount in payment for fractional shares and any Notes
representing any unconverted principal amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been indicated below.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. If shares or any portion of this Note not
converted are to be issued in the name of a person other than the undersigned,
the undersigned will provide the appropriate information below and pay all
transfer taxes payable with respect thereto. Any amount required to be paid by
the undersigned on account of interest accompanies this Note.

Dated: ______________________

                                  ____________________________
                                  Name of Holder or underlying
                                  participant of Depository

                                  ____________________________

                                  ____________________________
                                  Signature(s)

                                  Signature(s) must be guaranteed by an
                                  "eligible guarantor institution" meeting the
                                  requirements of the Note registrar, which
                                  requirements include membership or
                                  participation in the Security Transfer Agent
                                  Medallion Program ("STAMP") or such other
                                  "signature guarantee program" as may be
                                  determined by the Note registrar in addition
                                  to, or in substitution for, STAMP, all in
                                  accordance with the Securities Exchange Act of
                                  1934, as amended.

                                 _____________________________
                                  Signature Guarantee


                                      A-12




            Fill in the registration of shares of Common Stock if to be issued,
and Notes if to be delivered, other than to and in the name of the registered
holder:

____________________________
(Name)

____________________________
(Street Address)

____________________________
(City, State and Zip Code)

____________________________
Please print name and address

Principal amount to be converted
(if less than all):

$
____________________________

Social Security or Other Taxpayer
Identification Number:

____________________________


                                      A-13




                            OPTION TO ELECT REPAYMENT
                             UPON A DESIGNATED EVENT

TO:         AGCO CORPORATION
            SUNTRUST BANK

            The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from AGCO Corporation (the "COMPANY") as to the
occurrence of a Designated Event with respect to the Company and requests and
instructs the Company to redeem the entire principal amount of this Note, or the
portion thereof (which is $1,000 or a multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this Note at the price
of 100% of such entire principal amount or portion thereof, together with
accrued interest to, but excluding, the Designated Event Redemption Date, to the
registered holder hereof. Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Indenture.

Dated: ______________________

                               ____________________________

                               ____________________________
                               Signature(s)

                               NOTICE: The above signatures of the holder(s)
                               hereof must correspond with the name as
                               written upon the face of the Note in every
                               particular without alteration or enlargement
                               or any change whatever.

                               Principal amount to be repaid (if less than all):

                               ____________________________

                               ____________________________
                               Social Security or Other Taxpayer Identification
                               Number


                                      A-14




                                REPURCHASE NOTICE

TO:         AGCO CORPORATION
            SUNTRUST BANK

The undersigned registered owner of this Note hereby irrevocably acknowledges
receipt of a notice from AGCO Corporation (the "COMPANY") regarding the right of
holders to elect to require the Company to repurchase the Notes and requests and
instructs the Company to repay the entire principal amount of this Note, or the
portion thereof (which is $1,000 or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture at the price of 100%
of such entire principal amount or portion thereof, together with accrued
interest to, by excluding, the Repurchase Date, to the registered holder hereof.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. The Notes shall be repurchased by the Company as
of the Repurchase Date pursuant to the terms and conditions specified in the
Indenture.

            Dated:

            Signature(s):

            NOTICE: The above signatures of the holder(s) hereof must correspond
with the name as written upon the face of the Note in every particular without
alteration or enlargement or any change whatever.

            Note Certificate Number (if applicable):

            Principal amount to be repurchased (if less than all):

            Social Security or Other Taxpayer Identification Number:


                                      A-15




                                   ASSIGNMENT

            For value received ______________________________hereby sell(s)
assign(s) and transfer(s) unto ___________________________________ (Please
insert social security or other Taxpayer Identification Number of assignee) the
within Note, and hereby irrevocably constitutes and appoints
______________________________________ attorney to transfer said Note on the
books of the Company, with full power of substitution in the premises.

Dated: ______________________

                                  ____________________________

                                  ____________________________
                                  Signature(s)

                                  Signature(s) must be guaranteed by an
                                  "eligible guarantor institution" meeting the
                                  requirements of the Note registrar, which
                                  requirements include membership or
                                  participation in the Security Transfer Agent
                                  Medallion Program ("STAMP") or such other
                                  "signature guarantee program" as may be
                                  determined by the Note registrar in addition
                                  to, or in substitution for, STAMP, all in
                                  accordance with the Securities Exchange Act of
                                  1934, as amended.

                                  ____________________________
                                  Signature Guarantee

NOTICE: The signature on the Conversion Notice, the Option to Elect Redemption
Upon a Designated Event, the Repurchase Notice or the Assignment must correspond
with the name as written upon the face of the Note in every particular without
alteration or enlargement or any change whatever.


                                      A-16




                                   Schedule I

                   [Include Schedule I only for a Global Note]

                                AGCO CORPORATION
         1 3/4% Convertible Senior Subordinated Note, Series B, Due 2033

No. _______



                                                                                Authorized Signature
                                        Notation Explaining Principal               of Trustee or
Date           Principal Amount                 Amount Recorded                       Custodian
- -------        ----------------         -----------------------------           --------------------
                                                                       
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- -------        ----------------         -----------------------------           --------------------
- -------        ----------------         -----------------------------           --------------------



                                      A-17




                                    EXHIBIT B

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.

SUNTRUST BANK, as Trustee

By: ______________________________
    Authorized Officer

Dated: June 23, 2005


                                      B-1



                                    EXHIBIT C

            TABLE OF ADDITIONAL SHARES IN EVENT OF FUNDAMENTAL CHANGE
                           PURSUANT TO SECTION 1.22(a)
                                       OF
                          FIRST SUPPLEMENTAL INDENTURE

      The following table sets forth the hypothetical stock price and number of
additional shares, subject to adjustment upon any adjustment to the Conversion
Rate, issuable per $1,000 aggregate principal amount of Series B Notes as
provided in Section 1.22(a) of the First Supplemental Indenture:

  ADDITIONAL SHARES (EXPRESSED AS SHARES PER $1,000 ORIGINAL PRINCIPAL AMOUNT)



EFFECTIVE DATE                   STOCK PRICE ON EFFECTIVE DATE OF FUNDAMENTAL CHANGE
- --------------    ----------------------------------------------------------------------------------------
                                                                                
                  $17.07 $18.00 $19.00 $20.00 $22.50 $25.00 $27.50  $32.50  $40.00  $45.00  $50.00  $60.00  $75.00  $100.00  $110.00
December 17, 2004   13.6   12.3   11.0   10.0    7.9    6.4    5.2     3.7     2.4     1.9     1.5     1.0     0.6      0.3      0.2
December 17, 2005   13.3   12.0   10.7    9.6    7.5    5.9    4.8     3.3     2.1     1.6     1.3     0.8     0.5      0.2      0.2
December 17, 2006   13.3   11.8   10.5    9.3    7.1    5.5    4.4     2.9     1.8     1.3     1.0     0.7     0.4      0.2      0.2
December 17, 2007   13.2   11.6   10.2    8.9    6.6    4.9    3.8     2.4     1.4     1.0     0.8     0.5     0.3      0.2      0.1
December 17, 2008   13.2   11.4    9.7    8.4    5.8    4.1    3.0     1.7     0.9     0.7     0.5     0.3     0.2      0.1      0.1
December 17, 2009   13.0   10.9    8.9    7.4    4.5    2.8    1.8     0.8     0.4     0.3     0.2     0.2     0.1      0.1      0.0
December 31, 2010   13.9   10.8    7.9    5.3    0.0    0.0    0.0     0.0     0.0     0.0     0.0     0.0     0.0      0.0      0.0


Determination of additional shares if the stock price and effective date are not
set forth on the table above and the stock price is:

      (a) between two stock prices on the table or the effective date is between
      two dates on the table, the number of additional shares will be determined
      by straight-line interpolation between the number of additional shares set
      forth for the higher and lower stock price and the two effective dates, as
      applicable, based on a 365-day year;

      (b) in excess of $110.00 per share (subject to adjustment), no additional
      shares will be issued upon conversion; or

      (c) less than $17.07 per share (subject to adjustment), no additional
      shares will be issued upon conversion.


                                      C-1

                                                                     EXHIBIT 5.1


                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP

                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3900

                                  May 26, 2005

AGCO Corporation
4205 River Green Parkway
Duluth, GA  30096

         Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

         You have requested our opinion with respect to certain matters in
connection with the filing by AGCO Corporation, a Delaware corporation (the
"Company"), of a Registration Statement on Form S-4 (the "Registration
Statement") with the Securities and Exchange Commission, pursuant to which the
Company is registering under the Securities Act of 1933, as amended (the
"Securities Act"), an aggregate of $201,250,000 principal amount of the
Company's 1 3/4% Convertible Senior Subordinated Notes, Series B, due 2033 (the
"New Notes") and an indeterminate number of shares of the Company's common stock
that are issuable upon conversion of the New Notes (the "Conversion Shares").
The Company and SunTrust Bank have previously entered into an Indenture, dated
December 23, 2003 (the "Original Indenture"), providing for the issuance of a
series of 1 3/4% Convertible Senior Subordinated Notes due 2033 in an aggregate
principal amount of $201,250,000 (the "Old Notes"). The New Notes will be issued
pursuant to a First Supplemental Indenture to be entered into by the Company and
SunTrust Bank (together with the Original Indenture, the "Indenture") and will
be exchanged for the Old Notes as described in the prospectus forming a part of
the Registration Statement.

         In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Original Indenture, the form of the First Supplemental Indenture,
the form of the New Notes and such instruments, certificates, records and
documents, and have reviewed such questions of law, as we have deemed necessary
or appropriate for purposes of this opinion. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted as copies and the authenticity of the originals of such
latter documents. As to any facts material to our opinion, we have relied upon
the aforesaid instruments, certificates, records and documents and inquiries of
your representatives.

         On the basis of the foregoing, we are of the opinion that:

         1. Assuming the Indenture has been duly authorized and will be duly
executed and delivered by the trustee and the Company and that the New Notes
have been duly authorized and will

           ATLANTA o HONG KONG o LONDON o NORFOLK o RALEIGH o RICHMOND
                TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.





TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP

AGCO Corporation
May 26, 2005
Page 2


be duly executed, authenticated, issued and delivered in accordance with the
Indenture, the New Notes will constitute valid and binding obligations of the
Company except as may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws now or hereafter in effect
relating to creditors' rights generally and may be subject to general principles
of equity (regardless of whether considered in equity or at law).

         2. Following the issuance upon conversion of the New Notes in
accordance with the terms of the Indenture, the Conversion Shares will be
validly issued, fully paid and nonassessable.

         No opinion is given as to the enforceability of any provision in the
Indenture or the New Notes that purports to waive any obligation of good faith,
fair dealing, diligence, materiality or reasonableness, that insulates any
person from the consequences of its own misconduct, that makes a person's
determinations conclusive, that requires waivers and modifications to be in
writing in all circumstances, that states that all provisions are severable,
that waives trial by jury or that makes a choice of forum. In addition, no
opinion is given as to any provision in the Indenture or the New Notes
purporting to waive rights to objections, legal defenses, statutes of
limitations or other benefits that cannot be waived in advance under applicable
law.

         We are members of the State Bars of Georgia and New York and we do not
express any opinion herein concerning any law other than the law of the State of
Georgia, the State of New York, the General Corporation Law of the State of
Delaware and the federal law of the United States.

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This opinion is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement, including the prospectus
constituting a part thereof, as originally filed or as subsequently amended. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission thereunder.

                                Very truly yours,

                                /s/ Troutman Sanders LLP
                                ------------------------
                                Troutman Sanders LLP

                                                                     EXHIBIT 8.1

                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3900

                                  May 26, 2005

AGCO Corporation
4205 River Green Parkway
Duluth, Georgia 30096

Dear Sir or Madam:

      We have acted as counsel to AGCO Corporation, a Delaware corporation (the
"Company") in connection with the preparation and filing by the Company of a
Registration Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement describes the
Company's offer to exchange (the "Exchange Offer") the Company's 1 3/4%
Convertible Senior Subordinated Notes, Series B, due 2033 (the "New Securities")
for any and all outstanding 1 3/4%  Convertible Senior Subordinated Notes due
2003 (the "Old Notes'). This opinion relates to the accuracy of information set
forth under the caption "UNITED STATES FEDERAL TAX CONSIDERATIONS" of the
Prospectus. All capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Registration Statement.

      In connection with the preparation of our opinion, we have examined such
documents and other materials as we have deemed appropriate, including, but not
limited to, the amended prospectus dated June 4, 2004, in respect of the Old
Notes, and the Registration Statement, initially filed by the Company with the
Commission on May 26, 2005, in respect of the New Securities. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, certificates and other documents and
have made such investigations of law as we have deemed necessary or appropriate
as a basis for the opinion expressed below. Our opinion assumes (i) the accuracy
of the statements, facts and information contained in the Registration Statement
and other materials examined by us and (ii) the consummation of the Exchange
Offer in the manner contemplated by, and in accordance with the terms set forth
in, the Registration Statement.

      Based upon our examination of the foregoing items, and subject to the
assumptions, exceptions, limitations and qualifications set forth therein, we
are of the opinion that under current United States federal income tax law,
although such discussion does not purport to

          ATLANTA - HONG KONG - LONDON - NEW YORK - NORFOLK - RALEIGH
          RICHMOND - TYSONS CORNER - VIRGINIA BEACH - WASHINGTON, D.C.


TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP

May 26, 2005
Page 2

discuss all possible United States federal income tax consequences of the
exchange by holders of their Old Notes for New Securities as described in the
Prospectus, the discussion set forth in the Prospectus under the caption "
UNITED STATES FEDERAL TAX CONSIDERATIONS" is accurate in all material respects.

      Our opinion expresses our view only as to United States federal income tax
laws in effect as of the date hereof. The authorities upon which our opinion
relies are subject to change with potential retroactive effect. Nevertheless, by
rendering this opinion we undertake no responsibility to advise you of any
change in United States federal income tax laws or the application or
interpretation thereof that could affect our opinion.

      We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement
under the caption "Legal Matters." By giving such consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission thereunder.

      This letter is furnished to the Company and is solely for its benefit.
This letter may not be relied upon by any other person or for any other purpose
and may not be referred to or quoted from without our prior written consent.

                                             Very truly yours,

                                             /s/ Troutman Sanders LLP

                                             Troutman Sanders LLP

                                                                    EXHIBIT 12.1

                                AGCO CORPORATION
      STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                        (IN MILLIONS, EXCEPT RATIO DATA)



                                                                                    Three Months Ended
                                                    Years Ended December 31,            March 31,
                                             ------------------------------------   ------------------
                                             2000    2001    2002    2003    2004    2004      2005
                                             ----    ----    ----    ----    ----    ----      ----
                                                                         
FIXED CHARGES COMPUTATION:
Interest expense                            $56.6   $ 65.5  $ 63.6  $ 65.3  $ 79.2  $ 23.2    $ 20.0
Interest component of rent expense (a)        5.8      5.7     7.4     7.7    12.0     2.5       2.9
Proportionate share of fixed charges of
    50% - owned affiliates                    1.4      1.5     1.2     0.6     0.1      --        --
Amortization of debt costs                    3.7      6.6     3.1     5.4    13.2     2.9       1.5
                                            -----   ------  ------  ------  ------  ------    ------
         Total fixed charges                $67.5   $ 79.3  $ 75.3    79.0   104.5    28.6      24.4
                                            -----   ------  ------  ------  ------  ------    ------
EARNINGS COMPUTATION:
Loss (income) before income taxes, equity
in net earnings of affiliates and
cumulative effect of a change in
accounting principle plus dividends
received from affiliates                    $(4.2)  $ 29.4  $ 36.9  $114.8  $238.9  $ 38.7    $ 29.1
Fixed charges                                67.5     79.3    75.3    79.0   104.5    28.6      24.4
                                            -----   ------  ------  ------  ------  ------    ------
         Total earnings                     $63.3   $108.7  $112.2  $193.8  $343.4  $ 67.3    $ 53.5
                                            -----   ------  ------  ------  ------  ------    ------
         Ratio of earnings to fixed
         charges                               (b)   1.4:1   1.5:1   2.5:1   3.3:1   2.4:1     2.2:1
                                            -----   ------  ------  ------  ------  ------    ------


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

(a)   The interest factor was calculated to be one-third of rental expenses and
      is considered to be a representative interest factor.

(b)   The dollar amount of the deficiency, based on a one-to-one coverage ratio,
      was $4.2 million for the year ended December 31, 2000.

                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
AGCO Corporation:

We consent to the use of our report dated March 14, 2005, with respect to the
consolidated balance sheets of AGCO Corporation and subsidiaries as of December
31, 2004 and 2003, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2004, and the related financial statement schedule,
management's assessment of the effectiveness of internal control over financial
reporting as of December 31, 2004, and the effectiveness of internal control
over financial reporting as of December 31, 2004, incorporated by reference
herein and to the reference to our firm under the headings "Selected
Consolidated Financial Data" and "Experts" in the prospectus. Our report refers
to a change in accounting for goodwill and other intangible assets in 2002.

Our report dated March 14, 2005 on management's assessment of the effectiveness
of internal control over financial reporting and the effectiveness of internal
control over financial reporting as of December 31, 2004 contains an explanatory
paragraph that states that AGCO Corporation acquired the Valtra tractor and
diesel operations during 2004. Management excluded from its assessment of the
effectiveness of AGCO Corporation's internal control over financial reporting as
of December 31, 2004, Valtra's internal control over financial reporting. Our
audit of internal control over financial reporting of AGCO Corporation also
excluded an evaluation of the internal control over financial reporting of the
Valtra tractor and diesel operations.


                                    /s/ KPMG LLP

Atlanta, Georgia
May 24, 2005

                                                                    EXHIBIT 25.1

- --------------------------------------------------------------------------------
                                                Registration No. 333-
- --------------------------------------------------------------------------------

                       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)

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

                                  SUNTRUST BANK
               (Exact name of trustee as specified in its charter)


                                                                          
303 PEACHTREE STREET, N.E.
30TH FLOOR                                                30308                                   58-0466330
ATLANTA, GEORGIA                                        (Zip Code)              (I.R.S. employer identification number)
(Address of principal executive offices)



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

                                   MURIEL SHAW
                                  SUNTRUST BANK
                               25 PARK PLACE, N.E.
                                   24TH FLOOR
                           ATLANTA, GEORGIA 30303-2900
                                  404-588-7067
            (Name, address and telephone number of agent for service)

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

                                ACGO CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE
     (State or other jurisdiction                          58-1960019
   of incorporation or organization)           (IRS employer identification no.)

      4205 RIVER GREEN PARKWAY
            DULUTH, GEORGIA                                  30096
(Address of principal executive offices)                   (Zip Code)


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


        1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES B, DUE 2033
                       (Title of the indenture securities)


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







1.       General information.

         Furnish the following information as to the trustee--

                  Name and address of each examining or supervising authority to
                  which it is subject.

                  DEPARTMENT OF BANKING AND FINANCE,
                  STATE OF GEORGIA
                  2990 BRANDYWINE ROAD, SUITE 200
                  ATLANTA, GEORGIA 30341-5565

                  FEDERAL RESERVE BANK OF ATLANTA
                  1000 PEACHTREE STREET, N.E.
                  ATLANTA, GEORGIA 30309-4470

                  FEDERAL DEPOSIT INSURANCE CORPORATION
                  550 17TH STREET, N.W.
                  WASHINGTON, D.C. 20429-9990

                  Whether it is authorized to exercise corporate trust powers.

                  YES.

2.       Affiliations with obligor.

         If the obligor is an affiliate of the trustee, describe each such
         affiliation.

         NONE.

3-12.    NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH AND INCLUDING 12.
         RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN
         GENERAL INSTRUCTION B AND AS SET FORTH IN ITEM 13(b) BELOW, THE OBLIGOR
         IS NOT IN DEFAULT WITH RESPECT TO ANY SECURITIES ISSUED PURSUANT TO ANY
         INDENTURE UNDER WHICH SUNTRUST BANK IS TRUSTEE.

13.      Defaults by the Obligor.

         (a)      State whether there is or has been a default with respect to
                  the securities under this indenture. Explain the nature of any
                  such default.

                  THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS
                  INDENTURE.


         (b)      If the trustee is a trustee under another indenture under
                  which any other securities, or certificates of interest or
                  participation in any other securities, of the obligor are
                  outstanding, or is a trustee for more than one outstanding
                  series of securities under the indenture, state whether there
                  has been a default under any such indenture or series,
                  identify the indenture or series affected, and explain the
                  nature of any such default.

                  THERE HAS NOT BEEN ANY DEFAULT UNDER ANY INDENTURE OF THE
                  OBLIGOR UNDER WHICH SUNTRUST BANK IS TRUSTEE.







14-15.   NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS
         ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS
         SET FORTH IN ITEM 13(b) ABOVE, THE OBLIGOR IS NOT IN DEFAULT WITH
         RESPECT TO ANY SECURITIES ISSUED PURSUANT TO ANY INDENTURE UNDER WHICH
         SUNTRUST BANK IS TRUSTEE.

16.      List of Exhibits.

         List below all exhibits filed as a part of this statement of
         eligibility; exhibits identified in parentheses are filed with the
         Commission and are incorporated herein by reference as exhibits hereto
         pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
         amended, and Rule 24 of the Commission's Rules of Practice.

         (1)      A copy of the Articles of Amendment and Restated Articles of
                  Incorporation of the trustee as now in effect (Exhibit 1 to
                  Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).

         (2)      A copy of the certificate of authority of the trustee to
                  commence business (Exhibit 2 to Form T-1, Registration No.
                  333-32106 filed by Sabre Holdings Corporation).

         (3)      A copy of the authorization of the trustee to exercise
                  corporate trust powers (Exhibits 2 and 3 to Form T-1,
                  Registration No. 333-32106 filed by Sabre Holdings
                  Corporation).

         (4)      A copy of the existing by-laws of the trustee (as amended and
                  restated August 13, 2002) (Exhibit 4 to Form T-1, Registration
                  No. 333-104621 filed by AMVESCAP PLC).

         (5)      Not applicable.

         (6)      The consent of the trustee required by Section 321(b) of the
                  Trust Indenture Act of 1939.

         (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 as of the close of business
                  on December 31, 2003.

         (8)      Not applicable.

         (9)      Not applicable.







                                    SIGNATURE


         Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Atlanta and the State of Georgia, on the 26th day
of May, 2005.


                                            SUNTRUST BANK


                                            By: /s/ Muriel Shaw
                                                --------------------------------
                                                Muriel Shaw
                                                Trust Officer







                              EXHIBIT 1 TO FORM T-1


                       ARTICLES OF AMENDMENT AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                  SUNTRUST BANK

              (Incorporated by reference to Exhibit 1 to Form T-1,
               Registration No. 333-104621 filed by AMVESCAP PLC)







                              EXHIBIT 2 TO FORM T-1


                            CERTIFICATE OF AUTHORITY
                                       OF
                       SUNTRUST BANK TO COMMENCE BUSINESS

              (Incorporated by reference to Exhibit 2 to Form T-1,
         Registration No. 333-32106 filed by Sabre Holdings Corporation)







                              EXHIBIT 3 TO FORM T-1


                                  AUTHORIZATION
                                       OF
                SUNTRUST BANK TO EXERCISE CORPORATE TRUST POWERS

           (Incorporated by reference to Exhibits 2 and 3 to Form T-1,
         Registration No. 333-32106 filed by Sabre Holdings Corporation)







                              EXHIBIT 4 TO FORM T-1


                                     BY-LAWS
                                       OF
                                  SUNTRUST BANK

              (Incorporated by reference to Exhibit 4 to Form T-1,
               Registration No. 333-104621 filed by AMVESCAP PLC)











                              EXHIBIT 5 TO FORM T-1


                     (INTENTIONALLY OMITTED. NOT APPLICABLE)












                              EXHIBIT 6 TO FORM T-1


                               CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the proposed issuance of 1 3/4% Convertible Senior
Subordinated Notes, Series B, due 2033, of ACGO Corporation, SunTrust Bank
hereby consents that reports of examinations by Federal, State, Territorial or
District Authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.


                                          SUNTRUST BANK

                                          By: /s/ Muriel Shaw
                                              ----------------------------------
                                              Muriel Shaw
                                              Trust Officer







                              EXHIBIT 7 TO FORM T-1


                               REPORT OF CONDITION
                                   (ATTACHED)








SUNTRUST BANK                                                      FFIEC 031
- ----------------------------------------                                RC-1
Legal Title of Bank                                                       12

ATLANTA
- ----------------------------------------
City
GA                                 30302
- ----------------------------------------
State                           Zip Code


Transmitted to InterCept on 01/30/2004. Confirmation Number - 0016321

FDIC Certificate Number - 00867

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR DECEMBER 31, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET



                                                                                                 

                                                      Dollar Amounts in Thousands RCFD       Bil | Mil | Thou

ASSETS

1.   Cash and balances due from depository institutions (from Schedule RC-A):
     a. Noninterest-bearing balances and currency and coin (1) .....................0081    3,597,768     1.a
     b. Interest-bearing balances (2) ..............................................0071       19,303     1.b
2.   Securities:
     a. Held-to-maturity securities (from Schedule RC-B, column A) .................1754            0     2.a
     b. Available-for-sale securities (from Schedule RC-B, column D)................1773   20,546,491     2.b
3.   Federal funds sold and securities purchased under agreements to resell:        RCON
     a. Federal funds sold in domestic offices .....................................B987    2,338,975     3.a
                                                                                    RCFD
     b. Securities purchased under agreements to resell (3) ........................B989    3,485,599     3.b
4.   Loans and lease financing receivables (from Schedule RC-C):
     a. Loans and leases held for sale .............................................5369    6,352,651     4.a
     b. Loans and leases, net of unearned income .............B528    86,738,792                          4.b
     c. LESS: Allowance for loan and lease losses ............3123       873,107                          4.c
     d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c).B529   85,865,685     4.d
5.   Trading assets (from Schedule RC-D) ...........................................3545    1,390,203     5
6.   Premises and fixed assets (including capitalized leases) ......................2145    1,418,420     6
7.   Other real estate owned (from Schedule RC-M) ..................................2150       18,311     7
8.   Investments in unconsolidated subsidiaries and associated companies
         (from Schedule RC-M).......................................................2130            0     8
9.   Customers' liability to this bank on acceptances outstanding ..................2155       12,031     9
10.  Intangible assets:
     a. Goodwill ...................................................................3163      886,405     10.a
     b. Other intangible assets (from Schedule RC-M)................................0426      603,063     10.b
11.  Other assets (from Schedule RC-F)..............................................2160    4,124,972     11
12.  Total assets (sum of items 1 through 11) ......................................2170  130,659,877     12


- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.







SUNTRUST BANK                                                          FFIEC 031
- ----------------------------------------                                    RC-1
Legal Title of Bank                                                           13
Transmitted to InterCept on 01/30/2004.  Confirmation Number - 0016321
FDIC Certificate Number - 00867

SCHEDULE RC--CONTINUED


                                                   Dollar Amounts in Thousands      RCFD     Bil | Mil | Thou
- -------------------------------------------------------------------------------------------------------------
                                                                                    
LIABILITIES
13.  Deposits:
     a. In domestic offices (sum of totals of columns A and C from Schedule RC-E    RCON
          part I)...................................................................2200   82,992,571     13.a
     (1) Noninterest-bearing (1) .............................6631     8,884,254                          3.a.1
     (2) Interest-bearing ....................................6636    74,108,317                          3.a.2
     b. In foreign offices, Edge and Agreement subsidiaries, and IBFs               RCFN
        (from Schedule RC-E, part II) ..............................................2200    5,863,076     13.b
     (1) Noninterest-bearing .................................6631             0                          3.b.1
     (2) Interest-bearing ....................................6636     5,863,076                          13.b.2
14.  Federal funds purchased and securities sold under agreements to repurchase:    RCON
     a. Federal funds purchased in domestic offices (2) ............................B993    3,816,397     14.a
                                                                                    RCFD
     b. Securities sold under agreements to repurchase (3) .........................B995    7,481,315     14.b
15.  Trading liabilities (from Schedule RC-D) ......................................3548      827,012     15
16.  Other borrowed money (includes mortgage indebtedness and obligations under
       capitalized leases) (from Schedule RC-M) ....................................3190   14,056,369     16
17.  Not applicable
18.  Bank's liability on acceptances executed and outstanding ......................2920       12,031     18
19.  Subordinated notes and debentures(4) ..........................................3200    2,349,457     19
20.  Other liabilities (from Schedule RC-G) ........................................2930    2,420,753     20
21.  Total liabilities (sum of items 13 through 20) ................................2948  119,818,981     21
22.  Minority interest in consolidated subsidiaries ................................3000      967,314     22
EQUITY CAPITAL
23.  Perpetual preferred stock and related surplus .................................3838            0     23
24.  Common stock ..................................................................3230       21,600     24
25.  Surplus (exclude all surplus related to preferred stock) ......................3839    3,245,229     25
26.  a. Retained earnings ..........................................................3632    5,941,169     26.a
     b. Accumulated other comprehensive income (5) .................................B530      665,584     26.b
27.  Other equity capital components (6) ...........................................A130            0     27
28.  Total equity capital (sum of items 23 through 27) .............................3210    9,873,582     28
29.  Total liabilities, minority interest, and equity capital (sum of items
       21, 22, and 28)..............................................................3300  130,659,877     29

Memorandum
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1.   Indicate in the box at the right the number of the statement below that best
     describes the most comprehensive level of auditing work performed for the
     bank by independent external auditors as of any date...........................RCFD       NUMBER
     during 2003....................................................................6724          N/A    M. 1





1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which submits
a report on the bank

2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company (but
not on the bank separately)

3 = Attestation on bank management's assertion on the effectiveness of the
bank's internal control over financial reporting by a certified public
accounting firm

4 = Director's examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

5 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)

6 = Review of the bank's financial statements by external auditors

7 = Compilation of the bank's financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work


- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16,
"other borrowed money."

(3) Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.





                              EXHIBIT 8 TO FORM T-1


                     (INTENTIONALLY OMITTED. NOT APPLICABLE)






                              EXHIBIT 9 TO FORM T-1


                     (INTENTIONALLY OMITTED. NOT APPLICABLE)

                                                                    EXHIBIT 99.1

                            DEALER MANAGER AGREEMENT

                                                                    May 26, 2005

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

      1.    Exchange Offer. AGCO Corporation, a Delaware corporation (the
"Company"), plans to make an offer to exchange up to $201,250,000 aggregate
principal amount of its 1 3/4% Convertible Senior Subordinated Notes due 2033
(the "Old Securities") that are convertible into shares of Common Stock, $.01
par value per share, of the Company for up to $201,250,000 aggregate principal
amount of its 1 3/4% Convertible Senior Subordinated Notes, Series B, due 2033
(the "New Securities") that are convertible into shares of Common Stock of the
Company (the "Shares") and cash (such offer, as it may be amended and
supplemented, the "Exchange Offer"). The Exchange Offer will be on the terms and
subject to the conditions set forth in the Exchange Offer Material (as defined
below). The Old Securities are issuable pursuant to the provisions of an
Indenture dated as of December 23, 2003 between the Company and SunTrust Bank
(the "Trustee"). The New Securities are to be issued pursuant to the provisions
of a First Supplemental Indenture between the Company and the Trustee (the
Indenture and the First Supplemental Indenture together, the "Exchange
Indenture").

      2.    Engagement as Dealer Manager. (a) The Company hereby engages Morgan
Stanley & Co. Incorporated as Dealer Manager (the "Dealer Manager") in
connection with the Exchange Offer. As Dealer Manager, you agree, in accordance
with your customary practice, to perform in connection with the Exchange Offer
those services that are customarily performed by investment banking concerns in
connection with similar exchange offers, including the solicitation of tenders
of Old Securities pursuant to the terms of the Exchange Offer. The performance
by you of such services hereunder shall commence on the date of commencement of
the Exchange Offer (the "Commencement Date").

            (b)   You have been engaged to act as Dealer Manager in connection
with the Exchange Offer and, in such capacity, you shall act as an independent
contractor, not as an agent, with duties owed solely to the Company. In
connection with the solicitation of tenders of Old Securities, no broker,
dealer, commercial bank, trust company or other nominee is to be deemed to be
acting as your agent or as agent of the Company, and you shall not be deemed to
be an agent of the Company, any broker, dealer, commercial bank, trust company
or other nominee or any other person. The Company expressly acknowledges that
all opinions and advice (written or oral) given by you to the Company in
connection with your engagement are intended solely for

                                       1


the benefit and use of the Company (including its management, directors and
attorneys) in considering the transactions to which such opinions or advice
relate.

      3.    The Exchange Offer Material. (a) The Company has prepared and filed
with the Securities and Exchange Commission (the "Commission") a registration
statement on Form S-4 (File No. 333-_________), including a prospectus, relating
to the New Securities. The registration statement as amended at the time it
becomes effective under the Securities Act of 1933, as amended (the "Securities
Act"), and including the materials incorporated by reference therein, is
hereinafter referred to as the "Registration Statement." The prospectus included
in the Registration Statement at the time it is declared effective is
hereinafter referred to as the "Prospectus."

            (b)   On the Commencement Date, the Company will file with the
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder a Tender Offer
Statement on Schedule TO with respect to the Exchange Offer (including the
exhibits thereto and any documents incorporated by reference therein, the
"Schedule TO").

            (c)   The Registration Statement and the Prospectus, the
accompanying Letter of Transmittal (as the same may be amended, the "Letter of
Transmittal"), the Schedule TO and any other documents, materials or filings
relating to the Exchange Offer to be used or made by the Company in connection
with the Exchange Offer, including, but not limited to, any materials hereafter
incorporated by reference therein, to be distributed to holders of the Old
Securities, and in each case as amended or supplemented from time to time, are
referred to herein collectively as the "Exchange Offer Material."

            (d)   The Company agrees to furnish you, at its own expense, with as
many copies as you may reasonably request of the Exchange Offer Material and any
amendments or supplements thereto. The Company agrees that, at a reasonable time
prior to using or filing any Exchange Offer Material, the Company will furnish
to you a reasonable number of copies of such material and will give reasonable
consideration to your and your counsel's comments, if any, thereon.

            (e)   Prior to and during the period of the Exchange Offer, the
Company shall inform you promptly after it receives notice or becomes aware of
the happening of any event, or the discovery of any fact, that would require the
making of any change in any Exchange Offer Material then being used or would
affect the truth or completeness of any representation or warranty contained in
this Agreement if such representation or warranty were being made immediately
after the happening of such event or the discovery of such fact.

            (f)   The Company hereby authorizes you to use the Exchange Offer
Material in connection with the Exchange Offer. The Dealer Manager hereby agrees
that, without the prior consent of the Company (which consent the Company agrees
will not be unreasonably withheld), the Dealer Manager will not hereafter
publicly disseminate any written materials to holders of Old Securities for or
in connection with the solicitation of tenders of Old Securities pursuant to the
Exchange Offer, other than the Exchange Offer Material.

                                       2


      4.    Withdrawal. In the event that:

            (a)   the Company uses, permits the use of or files with the
Commission or any Other Agency (as defined below) the Exchange Offer Material or
any amendment or supplement thereto and such document (i) has not been submitted
to you previously for your and your counsel's comments or (ii) has been so
submitted, and you or your counsel have made comments that have not been
reflected in a manner reasonably satisfactory to you and your counsel;

            (b)   the Company shall have breached, in any material respect, any
of its representations, warranties, agreements or covenants herein;

            (c)   the Exchange Offer is terminated or withdrawn for any reason
or any stop order, restraining order, injunction or denial of an application for
approval has been issued and not thereafter stayed or vacated with respect to,
or any proceeding, litigation or investigation has been initiated that is
reasonably likely to have a material adverse effect on the Company's ability to
carry out the Exchange Offer, the exchange of the Old Securities pursuant
thereto or the performance of this Agreement; or

            (d)   you shall not have received (i) on the Commencement Date and
on the Expiration Date (as defined in the Prospectus), the opinions of counsel
described in Sections 9(a) and (c) hereof, (ii) on the Commencement Date and on
the Expiration Date, the accountant's "comfort letters" described in Section
9(b) hereof and (iii) on the Expiration Date, certificates of executive officers
of the Company as described in Section 9(c) hereof,

then you shall be entitled to withdraw as Dealer Manager in connection with the
Exchange Offer without any liability or penalty to you or any other Indemnified
Person (as defined in Section 11 below) and without loss of any right to
indemnification or contribution provided in Section 11 or right to the payment
of all fees and expenses payable pursuant to Sections 5 and 6 that have accrued
to the date of such withdrawal, which fees and expenses shall be paid promptly
after the date of such withdrawal. In the event of any such withdrawal by you as
the Dealer Manager, for purposes of determining the fees payable pursuant to
Section 5, the principal amount of Old Securities tendered for exchange (and not
subsequently withdrawn) pursuant to the Exchange Offer as of the close of
business on the date of such withdrawal that are thereafter acquired by the
Company pursuant to the Exchange Offer shall be deemed to have been exchanged as
of the date of such withdrawal, and such fees accrued through the date of such
withdrawal shall be paid to you promptly after such date.

      5.    Fees. As compensation for your services hereunder, the Company
agrees to pay to you, upon expiration of the Exchange Offer, a fee of $2.50 for
each $1,000 in principal amount of Old Securities exchanged pursuant to the
Exchange Offer.

      6.    Expenses. In addition to your compensation for your services as
Dealer Manager, the Company shall (a) reimburse brokers and dealers (including
yourself), commercial banks, trust companies and other nominees for their
customary mailing and handling expenses incurred in forwarding the Exchange
Offer Material to their customers, (b) pay all fees and expenses relating to the
preparation, filing, printing, mailing and publishing of the Exchange Offer
Material and any other material prepared in connection with the Exchange Offer,
all advertising

                                       3


expenses relating to the Exchange Offer, the fees and expenses of the Exchange
Agent, the Information Agent (each as defined in Section 7 below) and the
Trustee and all other fees and expenses incurred by the Company or any of its
affiliates in connection with the Exchange Offer, (c) pay all expenses incident
to the preparation, issuance and delivery of the New Securities, the
qualification of the New Securities under state securities or "blue sky" laws in
accordance with the provisions of Section 10(g), including the reasonable fees
and disbursements of your counsel, (d) pay any fees charged by rating agencies
for the rating of the New Securities and the filing fees and expenses, if any,
incurred with respect to any filing with the National Association of Securities
Dealers, Inc. made in connection with the offering of the New Securities, (e)
pay all costs and expenses incident to listing the Shares on the New York Stock
Exchange, (f) reimburse you for all reasonable out-of-pocket expenses incurred
by you in connection with your services as Dealer Manger including, but not
limited to, the reasonable legal fees and expenses of your legal counsel
incurred in connection with the Exchange Offer and the preparation of this
Agreement (which fees and expenses will be paid directly to such counsel), (g)
pay the document production charges and expenses associated with printing this
Agreement and (h) pay all other costs and expenses incident to the performance
of the obligations of the Company hereunder for which provision is not otherwise
made in this Section. All payments to be made pursuant to this Section 6 shall
be made promptly after the expiration or termination of the Exchange Offer (or
when required pursuant to Section 4). The Company shall perform its obligations
as set forth in this Section 6 whether or not any Old Securities are tendered
for exchange pursuant to the Exchange Offer.

      7.    Securities Lists; Exchange Agent; Information Agent. (a) The Company
shall provide you, or cause the Trustee and The Depository Trust Company ("DTC")
to provide you, with copies of the records or other lists showing the names and
addresses of, and principal amounts of Old Securities held by, the holders of
Old Securities as of a recent date and shall, from and after such date, use its
best efforts to cause you to be advised from day to day during the pendency of
the Exchange Offer of all transfers of Old Securities, such notification
consisting of the name and address of the transferor and transferee of any Old
Securities and the date of such transfer.

            (b)   The Company has appointed and authorizes you to communicate
with SunTrust Bank, in its capacity as exchange agent (the "Exchange Agent"), in
connection with the Exchange Offer. The Company will instruct the Exchange Agent
to advise you at least daily as to such matters relating to the Exchange Offer
as you may reasonably request and to furnish you with any written reports
concerning any such information as you may reasonably request.

            (c)   The Company will arrange for Morrow & Co., Inc. to serve as
information agent (the "Information Agent") in connection with the Exchange
Offer and, as such, to advise you as to such matters relating to the Exchange
Offer as you may reasonably request and to furnish you with any written reports
concerning any such information as you may reasonably request.

      8.    Representations and Warranties and Certain Agreements. The Company
represents and warrants to you, and agrees with you, as follows:

                                       4


            (a)   Each of the Company and its subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation. Each of the Company and its
subsidiaries has full power and authority (corporate and other) to own its
properties and conduct its business as presently conducted as described in the
Prospectus and is duly registered and qualified to conduct its business and is
in good standing in each jurisdiction or place in which the Company or such
subsidiary owns or leases property or where the nature of its properties or the
conduct of its business otherwise requires such registration or qualification,
except to the extent that the failure to be so registered or qualified or to be
in good standing would not, singly or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a whole. The Company has
all necessary corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder and under the Exchange Offer
and to consummate the Exchange Offer in accordance with its terms.

            (b)   The Exchange Offer and all other actions by the Company
contemplated in the Exchange Offer Material and this Agreement have been duly
and validly authorized by all necessary corporate action by the Company, and no
other corporate proceedings by the Company are necessary to authorize any such
actions.

            (c)   This Agreement has been duly and validly authorized, executed
and delivered by the Company and no other corporate proceedings by the Company
are necessary to authorize any such actions; and this Agreement is a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally and may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law),
and except that rights to indemnification and contribution hereunder may be
limited by applicable Federal or state securities laws.

            (d)   The New Securities have been duly authorized by the Company
and, when executed and authenticated in accordance with the provisions of the
Exchange Indenture, will be entitled to the benefits of the Exchange Indenture
and will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally and may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

            (e)   The New Securities will be convertible into Shares in
accordance with the provisions of the New Securities and the Exchange Indenture.
The Shares have been duly authorized and, when issued and delivered upon
conversion of the New Securities, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights. As of the Expiration Date, the Shares will have
been approved for listing on the New York Stock Exchange, subject to official
notice of issuance.

                                       5


            (f)   As of the effective date of the Registration Statement, the
Exchange Indenture will have been duly qualified under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). The Exchange Act Indenture has
been duly authorized by the Company and no other corporate proceedings by the
Company are necessary to authorize such action; and when executed and delivered
by the Company, the Exchange Indenture will be a valid and binding agreement of
the Company, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

            (g)   A complete and correct copy of the Exchange Offer Material has
been furnished to you or will be furnished to you no later than the Commencement
Date. The Registration Statement, the Prospectus and the other Exchange Offer
Material, as amended and supplemented from time to time, comply or will comply
in all material respects with the provisions of the Securities Act, the Exchange
Act and the Trust Indenture Act and, in each case, the rules and regulations
promulgated by the Commission thereunder.

            (h)   Each part of the Registration Statement, when such part
becomes or became effective, did not contain and each such part, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; and the Prospectus and the other
Exchange Offer Material (other than the Registration Statement) do not and will
not contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that no representation or
warranty is made with respect to (i) statements or omissions in the Registration
Statement or the Prospectus based upon information relating to the Dealer
Manager furnished to the Company in writing by the Dealer Manager expressly for
use therein (it being understood that the only information so provided by the
Dealer Manager expressly for use therein is the name, address and telephone
numbers of Morgan Stanley & Co. Incorporated as the Dealer Manager) or (ii) that
part of the Registration Statement that constitutes the Statement of Eligibility
(Form T-1) under the Trust Indenture Act of the Trustee. The Company does not
have any knowledge of any material fact or information concerning the Company or
any of its subsidiaries, or the operations, assets, condition, financial or
otherwise, or prospects of the Company or any of its subsidiaries, that under
applicable law is required to be disclosed in the Exchange Offer Material that
has not been so disclosed in the Exchange Offer Material.

            (i)   The Registration Statement has been filed with the Commission
and will become effective on or prior to the Expiration Date, and no stop order
suspending the effectiveness of the Registration Statement is in effect; and no
restraining order, injunction or denial of an application for approval has been
issued, and no proceedings, litigation or investigations have been initiated or,
to the best of the Company's knowledge, threatened, by or before the Commission
or any Other Agency (including any court) of the United States or the State of
New York with respect to the commencement or consummation of the Exchange Offer
or the execution, delivery or performance of this Agreement, the Exchange
Indenture or the New

                                       6


Securities, or to which the Company or any of its subsidiaries is a party or
subject or to which any of the properties of the Company or any of its
subsidiaries is subject, that are required to be disclosed in the Registration
Statement or the Prospectus, other than proceedings accurately described in the
Registration Statement or the Prospectus.

            (j)   The Exchange Offer, the exchange of Old Securities for New
Securities pursuant to the Exchange Offer and the execution, delivery and
performance of, and the consummation by the Company of the transactions
contemplated in, this Agreement comply and will comply in all material respects
with all applicable requirements of the Securities Act, the Exchange Act,
applicable state securities or "blue sky" laws and other applicable laws, and
all applicable rules and regulations of the Commission (including, but not
limited to, Sections 10 and 14 of the Exchange Act and Rules 10b-5, 14e-1, 14e-2
and 14e-3 thereunder) or any other Federal or other governmental agency,
authority or instrumentality (each, an "Other Agency"). The commencement and
consummation by the Company of the Exchange Offer, the execution of the Exchange
Indenture by the Company, the issuance of the New Securities and the other
transactions by the Company contemplated in the Exchange Offer Material and this
Agreement do not and will not require any material consent, authorization,
approval, order, exemption or other action of, or filing with or notification
to, the Commission or any Other Agency, other than the filing of the
Registration Statement, the Schedule TO and a Current Report on Form 8-K.

            (k)   The Exchange Offer, the exchange of Old Securities for New
Securities pursuant to the Exchange Offer, the Exchange Indenture, the New
Securities and all other actions by the Company contemplated in the Exchange
Offer Material, and the execution, delivery and performance of, and the
consummation by the Company of the transactions contemplated in, this Agreement,
do not and will not (i) contravene any applicable law, rule or regulation or any
provision of the certificate of incorporation, by-laws or other organizational
documents of the Company or any of its subsidiaries, (ii) conflict with or
violate any order, judgment or decree applicable to the Company or any of its
subsidiaries or by which any property or asset of the Company or any of its
subsidiaries is bound, or (iii) result in a breach of or constitute a default
(or an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or other encumbrance on any
property or assets of the Company or any of its subsidiaries pursuant to, any
loan or credit agreement, indenture, mortgage, note or other agreement or
instrument to which the Company or any of its subsidiaries or affiliates is a
party or by which any of them or their properties or assets is bound.

            (l)   Any document filed with the Commission and incorporated by
reference in the Exchange Offer Material, or from which information is so
incorporated by reference, subsequent to the date of this Agreement and prior to
or on the Expiration Date, when so filed or becoming effective, as the case may
be, shall comply in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable, and the rules and
regulations thereunder.

            (m)   The Company is not, nor will be as a result of the
consummation of the Exchange Offer, required to register as an "investment
company," as such term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), and the rules and regulations

                                       7


promulgated by the Commission thereunder, or controlled by an entity required to
be registered under the 1940 Act as an "investment company."

            (n)   KPMG LLP, who have certified or shall certify the financial
statements of the Company included, to be included or incorporated by reference
in the Prospectus, are independent public accountants with respect to the
Company as required by the Securities Act and the Exchange Act and, based solely
on representations made by KPMG LLP, is, to the Company's knowledge, a
registered public accounting firm as defined in Section 2(a)(12) of the
Sarbanes-Oxley Act of 2002.

            (o)   The financial statements of the Company and its subsidiaries
and the related notes and schedules included or incorporated by reference in the
Prospectus fairly present and will fairly present the financial condition of the
Company and its subsidiaries on a consolidated basis as of the dates indicated
and the results of operations and cash flows of the Company and its subsidiaries
on a consolidated basis for the periods therein specified, in each case in
conformity with generally accepted accounting principles consistently applied
throughout the periods involved (except as otherwise expressly stated therein)
and in compliance as to form with the applicable accounting requirements of the
Commission's Regulation S-X.

            (p)   The Company has outstanding capitalization as set forth in the
Prospectus (except for subsequent issuances, if any, of Common Stock pursuant to
employee benefit plans or agreements or pursuant to the exercise of options or
convertible securities); and except as set forth in the Prospectus, no options,
warrants or other rights to purchase, agreements or other obligations to issue,
or rights to convert any obligations into or exchange any securities for shares
of capital stock of or other ownership interests in the Company are outstanding.

            (q)   There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business, operations or prospects of
the Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus.

            (r)   There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is subject
that are required to be described in the Registration Statement, the Prospectus
or the Schedule TO and are not so described or any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement, the Prospectus or the Schedule TO or to be filed as
exhibits to the Registration Statement or the Schedule TO that are not described
or filed as required.

            (s)   The Company and its subsidiaries (i) are in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or

                                       8


approval, except where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or failure to comply with
the terms and conditions of such permits, licenses or approvals would not,
singly or in the aggregate, have a material adverse effect on the Company and
its subsidiaries, taken as a whole.

            (t)   There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties) which
would, singly or in the aggregate, have a material adverse effect on the Company
and its subsidiaries, taken as a whole.

            (u)   The Company is in compliance with all United States laws,
rules and regulations, and, specifically, has not directly or indirectly used
any proceeds of any debt or equity offerings, and has not permitted any person
or entity to which the Company made such proceeds available to use them, to
finance the activities of any person or entity that is subject to sanctions
under, or otherwise in a manner that places the Company, any affiliate thereof
or any director, officer, employee or agent of any of the foregoing in violation
of, any law, regulation, order or license, relating to any program administered
by the Office of Foreign Assets Control ("OFAC") of the United States Department
of the Treasury, including, without limitation, any program the regulations of
which are codified in Chapter 5 of Subtitle B of Title 31 of the Code of Federal
Regulations.

            (v)   There is and has been no failure on the part of the Company or
any of the Company's directors or officers, in their capacities as such, to
comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith which would reasonably be
expected to have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

            (w)   The Company will accept Old Securities in exchange for New
Securities in accordance with the terms and subject to the conditions of the
Exchange Offer.

            (x)   On or prior to the Commencement Date, the Company will have
made appropriate arrangements, to the extent applicable, with DTC to allow for
the book-entry movement of the Old Securities tendered for exchange between
depository participants and the Exchange Agent.

            (y)   There are no stamp or other issuance or transfer taxes or
duties or similar fees or charges required to be paid in connection with the
execution and delivery of this Agreement, the issuance and sale by the Company
of the New Securities, the issuance of the Shares upon the conversion of New
Securities or the consummation of the Exchange Offer and the other actions
contemplated by the Exchange Offer Material.

            (z)   Each of the representations and warranties set forth in this
Agreement will be true and correct on and as of the Commencement Date, as of the
date of any publication, filing and/or distribution of the Exchange Offer
Material and on and as of the Expiration Date.

                                       9


            It is inappropriate for any person other than you to assume the
accuracy of any representation, warranty or agreement of the Company contained
in this Agreement. This Agreement is not intended as a document for other
persons to obtain factual information about the Company or the transactions
contemplated by this Agreement. The representations, warranties and agreements
of the Company contained herein may reflect the parties' negotiated risk
allocation with regard to the transactions contemplated by this Agreement and
therefore may not necessarily accurately reflect in all respects the Company's
current state of affairs. Such representations, warranties and agreements also
may be qualified by materiality standards that differ from those that may apply
for securities law purposes. Other persons should rely instead solely on the
Exchange Offer Materials (including the information incorporated by reference
therein) for information about the Company and the transactions contemplated by
this Agreement.

      9.    Opinions of Counsel; Officers Certificates. (a) On each of the
Commencement Date and the Expiration Date, the Company will deliver to you an
opinion of Troutman Sanders LLP, counsel to the Company, substantially in the
form set forth in Exhibit A attached hereto.

            (b)   On the Commencement Date the Company will deliver to you a
draft letter, and on the Expiration Date the Company will deliver to you a
signed letter dated the Expiration Date, in each case in form and substance
satisfactory to you and your counsel, from KPMG LLP, independent public
accountants, containing statements and information of the type ordinarily
included in accountants' "comfort letters" with respect to the financial
statements and certain financial information contained in the Registration
Statement and the Prospectus.

            (c)   On the Expiration Date, the Company will deliver to you
certificates of executive officers of the Company, dated as of such date, to the
effect that all the representations and warranties of the Company contained
herein are true and correct as though expressly made at such time and that the
Company has performed in all material respects all obligations hereunder
theretofore required to be performed.

            (d)   On each of the Commencement Date and the Expiration Date, the
Dealer Manager shall have received an opinion of Alston & Bird LLP, counsel to
the Dealer Manager, substantially in the form set forth in Exhibit B attached
hereto.

      10.   Covenants. The Company agrees:

            (a)   to advise you promptly of (i) the occurrence of any event that
could cause the Company to withdraw or terminate the Exchange Offer and (ii) any
proposal or requirement to amend or supplement any Exchange Offer Material;

            (b)   to notify you, promptly after the Company receives notice
thereof (and, if in writing, to furnish you a copy thereof), (i) of the time
when the Registration Statement, or any amendment thereto, has been filed or
becomes effective, or any amendment or supplement to the Prospectus or any
amended or additional Exchange Offer Material shall have been filed, (ii) of the
receipt of any comments from the Commission relating to the Exchange Offer,
(iii) of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Prospectus or any other Exchange Offer
Material, (iv) of the suspension of the

                                       10


qualification of the New Securities for offering or sale in connection with the
Exchange Offer in any jurisdiction, (v) of any request by the Commission to
amend or supplement the Registration Statement, the Prospectus or any other
Exchange Offer Material or for additional information or (vi) of the institution
or threatening of any proceedings for any such purpose to which the Company has
notice or of any litigation or other administrative proceeding with respect to
the Exchange Offer;

            (c)   to provide to you promptly any other information relating to
the Exchange Offer that you may from time to time reasonably request, and to
advise you promptly if any information previously provided becomes inaccurate in
any material respect or is required to be updated;

            (d)   to comply in all material respects with the provisions of the
Securities Act, the Exchange Act and the Trust Indenture Act and, in each case,
the rules and regulations promulgated by the Commission thereunder, in
connection with the Exchange Offer Material, the Exchange Offer and the
transactions contemplated hereby and thereby;

            (e)   if, during such period after the Commencement Date as, in the
opinion of counsel for the Dealer Manager, the Prospectus is required by law to
be delivered in connection with exchanges of the Old Securities for New
Securities, any event shall occur or condition exist as a result of which it is
necessary to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus is delivered to a
holder of Old Securities, not misleading, or if, in the opinion of counsel for
the Dealer Manager, it is necessary to amend or supplement the Prospectus to
comply with applicable law, forthwith to prepare, file with the Commission and
furnish, at its own expense, to the Dealer Manager and to any other dealers upon
request, either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a holder of Old
Securities, be misleading or so that the Prospectus, as amended or supplemented,
will comply with law;

            (f)   to use all commercially reasonable efforts to cause the
Registration Statement and any post-effective amendments to the Registration
Statement to promptly become effective; and the Company will prepare and file,
as required, any and all necessary amendments and supplements to any of the
Exchange Offer Material and, if required by the Securities Act or the Exchange
Act, will use all commercially reasonable efforts to cause such Exchange Offer
Material to promptly become effective;

            (g)   to endeavor to qualify the New Securities for offer and sale
under the securities or "blue sky" laws of such jurisdictions as you shall
reasonably request; and

            (h)   during the period beginning on the Commencement Date and
continuing to and including the Expiration Date, not to offer, sell, contract to
sell or otherwise dispose of any equity securities of the Company (except for
issuances, if any, of Common Stock pursuant to employee benefit plans or
agreements or pursuant to the exercise of options or convertible securities) or
any debt securities of the Company or warrants to purchase debt securities of
the Company substantially similar to the New Securities (other than commercial
paper issued in the

                                       11


ordinary course of business), without the prior written consent of Morgan
Stanley & Co. Incorporated.

      11.   Indemnification and Contribution; Settlement of Litigation; Release.
(a) The Company hereby agrees to indemnify, defend and hold harmless the Dealer
Manager, its affiliates, within the meaning of Rule 405 under the Securities
Act, and their respective officers, directors, employees and agents and each
person, if any, who is controlled by or controls the Dealer Manager within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act (each, an Indemnified Person") from and against any losses, claims, damages,
liabilities and expenses whatsoever (each a "Loss" and collectively the
"Losses"), and will reimburse each Indemnified Person for all expenses
reasonably incurred (including fees and expenses of counsel) as they are
incurred in connection with investigating, preparing, pursuing or defending any
Loss, action, claim, suit, investigation or proceeding (whether or not pending
or threatened and whether or not any Indemnified Person (as defined below) is a
party), in each case related to, arising out of or in connection with (i) any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
Losses are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to the Dealer Manager
furnished to the Company in writing by the Dealer Manager expressly for use
therein (it being understood that the only information so provided by the Dealer
Manager expressly for use therein is the name, address and telephone numbers of
Morgan Stanley & Co. Incorporated as the Dealer Manager), (ii) the Exchange
Offer, (iii) the exchange of Old Securities for New Securities pursuant to the
Exchange Offer, (iv) all other actions contemplated in the Exchange Offer
Material with respect to the Exchange Offer, (v) any breach by the Company of
any representation or warranty or failure to comply with any of the covenants
and the agreements contained herein, (vi) any advice or services rendered or to
be rendered by the Dealer Manager pursuant to or in connection with this
Agreement or (vii) any withdrawal or termination by the Company of, or failure
by the Company to commence or consummate, the Exchange Offer; provided, however,
in the case of clauses (vi) and (vii), the Company shall not be required so to
indemnify the Dealer Manager for any Losses (or expenses relating thereto) to
the extent that such Losses (or expenses relating thereto) are finally
judicially determined by a court of competent jurisdiction to have resulted from
the gross negligence, bad faith or willful misconduct of the Dealer Manager. No
Indemnified Person shall have any liability (whether direct or indirect, in
contract, tort or otherwise) to the Company or any other person for any act or
omission on the part of any broker or dealer in securities or any commercial
bank, trust company or other nominee and that no Indemnified Person shall have
any liability (whether direct or indirect, in contract, tort or otherwise) to
the Company or any other person for any Losses arising from or in connection
with any act or omission of the Dealer Manager in performing its obligations
hereunder or otherwise in connection with the Exchange Offer, the purchase of
Old Securities pursuant to the Exchange Offer or any other action contemplated
in the Exchange Offer Material, except to the extent that any such Losses are
finally judicially determined by a court of competent jurisdiction to have
resulted from the gross negligence, bad faith or willful misconduct of the
Dealer Manager.

                                       12


            (b)   In case any proceeding (including any governmental
investigation) shall be instituted involving any Indemnified Person in respect
of which indemnity may be sought pursuant to either paragraph (a) or (b) of this
Section 11, such Indemnified Person shall notify the Company in writing promptly
after any written assertion of such claim threatening to institute an action or
proceeding with respect thereto and shall notify the Company promptly of any
action commenced against such Indemnified Person within a reasonable time after
such Indemnified Person shall have been served with a summons or other first
legal process giving information as to the nature and basis of the claim.
Failure so to notify the Company shall not, however, relieve the Company from
any liability which it may have on account of the indemnity under this Section
11 if it has not been prejudiced in any material respect by such failure. Upon
request of the Indemnified Person, the Company shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and
any others the Company may designate in such proceeding and shall pay the fees
and disbursements of such counsel related to such proceeding. In any such
proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Company and the Indemnified Person shall
have mutually agreed to the retention of such counsel or (ii) the named parties
to any such proceeding (including any impleaded parties) include both the
Company and the Indemnified Person and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Company shall not, in respect
of the legal expenses of any Indemnified Person in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all such Indemnified Persons and that all such fees and expenses
shall be reimbursed as they are incurred. Such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated in the case of parties indemnified
pursuant to paragraph (a) above and by the Company in the case of parties
indemnified pursuant to paragraph (b) above. The Company shall not be liable for
any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
Company agrees to indemnify the Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an Indemnified Person shall have requested
the Company to reimburse the Indemnified Person for fees and expenses of counsel
as contemplated by the second and third sentences of this paragraph, the Company
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by the Company of the aforesaid request and (ii) the Company
shall not have reimbursed the Indemnified Person in accordance with such request
prior to the date of such settlement. The Company shall not, without the prior
written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject matter
of such proceeding.

            (c)   To the extent the indemnification provided for in paragraph
(a) or (b) of this Section 11 is unavailable to an Indemnified Person or
insufficient in respect of any Losses (and expenses relating thereto) referred
to therein, then the Company, in lieu of indemnifying

                                       13


such Indemnified Person thereunder, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such Losses (and expenses
relating thereto) (i) in such proportion as is appropriate to reflect the
relative benefits to the Company, on the one hand, and to the Dealer Manager, on
the other hand, of the Exchange Offer or (ii) if the allocation provided by the
preceding clause (i) is not available, in such proportion as is appropriate to
reflect not only the relative benefits referred to in such clause (i) but also
the relative fault of the Company, on the one hand, and of the Dealer Manger, on
the other hand, in connection with any matter that has resulted in such Losses,
as well as any other relevant equitable considerations; provided, however, in no
event shall your aggregate portion of the amount paid or payable exceed the
aggregate amount of fees actually received by you under this Agreement. For the
purposes of this Section 11, the relative benefits to the Company, on the one
hand, and to the Dealer Manager, on the other hand, of the Exchange Offer shall
be deemed to be in the same proportion as the aggregate principal amount of the
New Securities authorized for issuance pursuant to the Exchange Offer, whether
or not the Exchange Offer is consummated, bears to the aggregate fees paid or to
be paid to the Dealer Manager under this Agreement. The relative fault of the
Company, on the one hand, and of the Dealer Manager, on the other hand, (x) in
the case of any untrue statement of a material fact or omission or alleged
omission to state a material fact, shall be determined by reference to, among
other things, whether the untrue statement or alleged omission to state a
material fact relates to information supplied by the Company, on the one hand,
or by the Dealer Manager, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission and (y) in the case of any other action or omission, shall
be determined by reference to, among other things, whether such action or
omission was taken or omitted to be taken by the Company or its affiliates or by
the Dealer Manager, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action or omission.

            (d)   The Company and the Dealer Manager agree that it would not be
just and equitable if contribution pursuant to this Section 11 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (c) above. The
amount paid or payable by an Indemnified Person as a result of the Losses
referred to in this Section 11 shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Person in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Agreement, no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

            (e)   The remedies provided for in this Agreement are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any Indemnified Person at law or in equity. The reimbursement, indemnity and
contribution obligations of the Company provided for in this Agreement shall be
in addition to any liability which the Company may otherwise have.

      12.   Full Force and Effect. The provisions of Sections 8, 11, 13, 19, 20
and 25 hereof shall apply to the Exchange Offer Material and any modification
thereof and shall remain operative and in full force and effect regardless of
(i) any failure to commence, or the

                                       14


withdrawal, termination, expiration or consummation of, the Exchange Offer or
the termination or assignment of this Agreement, (ii) any investigation made by
or on behalf of any Indemnified Person, (iii) any withdrawal by you pursuant to
Section 4 or otherwise and (iv) the completion of your services hereunder.

      13.   Confidentiality. Any advice or opinions provided by you will not be
disclosed or referred to publicly or to any third party (other than to attorneys
and accountants of the Company who agree to keep such advice or opinions
confidential) except in accordance with your prior written consent or as may be
required by applicable laws. The Company agrees that any reference to you in the
Exchange Offer Material, or in any other release or communication relating to
the Exchange Offer, is subject to your prior written approval.

      14.   Trading Activities. The Company acknowledges that you are a full
service securities firm engaged in securities trading and brokerage activities,
as well as providing investment banking and financial advisory services. In the
ordinary course of your trading and brokerage activities, any of you or your
affiliates may at any time hold long or short positions, and may trade or
otherwise effect transactions, for your or its own account or the accounts of
customers, in debt or equity securities of the Company or any other company that
may be involved in the Exchange Offer.

      15.   Termination. This Agreement may be terminated upon the earlier of
(a) the expiration, withdrawal or termination of the Exchange Offer, (b) the
date of the Dealer Manager's withdrawal pursuant to Section 4 of this Agreement
or (c) the time and date at which this Agreement is terminated by the mutual
consent of the parties hereto. Notwithstanding the termination of the Agreement
pursuant to this Section 15, the right to compensation and reimbursement
pursuant to the provisions of Sections 5 and 6 of this Agreement, accrued prior
to the date of such termination, and the indemnity and the other provisions set
forth in Sections 11 and 12 hereof will remain operative.

      16.   Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic and legal substance of the agreements
contained herein is not affected in any manner adverse to any party.

      17.   Counterparts. This Agreement may be executed in one or more separate
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

      18.   Binding Effect. This Agreement, including any right to indemnity or
contribution hereunder, shall inure to the benefit of and be binding upon any
successors, assigns, heirs and personal representatives of the Company, you and
the other Indemnified Persons, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any right, benefit
or remedy.

      19.   Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

                                       15


      20.   CONSENT TO JURISDICTION. THE COMPANY HEREBY (A) SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY
WITH RESPECT TO ANY ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT, (B) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTIONS OR
PROCEEDINGS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT,
(C) WAIVES THE DEFENSE OF AN INCONVENIENT FORUM AND (D) AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.

      21.   Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof.

      22.   Amendment. This Agreement may not be amended or waived except in
writing signed by each party to be bound thereby.

      23.   Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage prepaid, (c)
sent by next-day or overnight mail or delivery or (d) sent by telecopy, as
follows:

            (a)   If to you:

                  Morgan Stanley & Co. Incorporated
                  1585 Broadway
                  New York, New York  10036
                  Telecopy No.:  (212) 761-0366
                  Attention:  Kevin Lockhart

                  with a copy to:

                  Alston & Bird LLP
                  1201 West Peachtree Street
                  Atlanta, Georgia  30309-3424
                  Telecopy No.: (404) 881-7777
                  Attention: M. Hill Jeffries

            (b)   If to the Company:

                  AGCO Corporation
                  4205 River Green Parkway
                  Duluth, Georgia  30096
                  Telecopy No.: (770) 813-6591

                                       16


                  Attention:  Stephen D. Lupton

                  with a copy to:

                  Troutman Sanders LLP
                  600 Peachtree Street
                  Suite 5200
                  Atlanta, Georgia  30308-2216
                  Telecopy No.: (404) 962-6743
                  Attention:  W. Brinkley Dickerson, Jr.

or, in each case, at such other address as may be specified in writing to the
other parties hereto.

            All such notices, requests, demands, waivers and other
communications shall be deemed to have been received (w) if by personal
delivery, on the day after such delivery, (x) if by certified or registered
mail, on the seventh business day after the mailing thereof, (y) if by next-day
or overnight mail or delivery, on the day delivered, (z) if by telecopy, on the
next day following the day on which such telecopy was sent, provided that a copy
is also sent by certified or registered mail.

      24.   Subheadings. The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.

      25.   WAIVER OF JURY TRIAL. YOU, ON THE ONE HAND, AND THE COMPANY (ON ITS
OWN BEHALF AND, TO THE EXTENT PERMITTED BY LAW, ON BEHALF OF ITS STOCKHOLDERS),
ON THE OTHER HAND, WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT
OR PROCEEDING WITH RESPECT TO YOUR ENGAGEMENT AS DEALER MANAGER OR YOUR ROLE IN
CONNECTION HEREWITH.

                     [Rest of Page Intentionally Left Blank]

                                       17


            Please indicate your willingness to act as Dealer Manager on the
terms set forth herein and your acceptance of the foregoing provisions by
signing in the space provided below for that purpose and returning to us a copy
of this Agreement, whereupon this Agreement and your acceptance shall constitute
a binding agreement between us.

                                Very truly yours,

                                AGCO CORPORATION

                                By:     /s/ Andrew H. Beck
                                    ---------------------------------
                                    Name:
                                    Title:

Accepted and agreed as of the
date first above written:

MORGAN STANLEY & CO. INCORPORATED

By:               /s/ Arthur M. Rubin
    --------------------------------------------------------
    Name: Arthur M. Rubin
    Title: Executive Director

                                       18


                                                                       Exhibit A

                                 FORM OF OPINION

            (a)   Each of the Company and its subsidiaries that are incorporated
under the laws of Delaware and the United Kingdom (the "Subsidiaries") has been
duly incorporated, is validly existing as a corporation in good standing under
the laws of its jurisdiction of incorporation, has the corporate power and
authority to own its property and conduct its business as described in the
Prospectus and is duly qualified to transact business and is in good standing in
the State of Georgia [and ____________]. [SUBSIDIARY OPINIONS IN EXPIRATION DATE
OPINION ONLY.]

            (b)   The Company has all necessary corporate power and authority to
execute and deliver the Agreement and to perform its obligations thereunder and
under the Exchange Offer and to consummate the Exchange Offer in accordance with
its terms.

            (c)   The Exchange Offer and all other actions by the Company
contemplated in the Exchange Offer Material and the Agreement have been duly and
validly authorized by all necessary corporate action by the Company, and no
other corporate proceedings by the Company are necessary to authorize any such
actions.

            (d)   The Agreement has been duly and validly authorized, executed
and delivered by the Company, and no other corporate proceedings by the Company
are necessary to authorize any such actions.

            (e)   The New Securities have been duly authorized by the Company
and, when executed and authenticated in accordance with the provisions of the
Exchange Indenture, will be entitled to the benefits of the Exchange Indenture
and will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereinafter in effect relating to creditors' rights
generally and may be subject to general principles of equity (regardless of
whether such enforceability is considered in equity or at law).

            (f)   The New Securities will be convertible into Shares in
accordance with the provisions of the New Securities and the Exchange Indenture.
The Shares have been duly authorized and, when issued and delivered upon
conversion of the New Securities, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive rights of any person arising under the certificate of incorporation
or bylaws of the Company or the Delaware General Corporation Law or, to the
knowledge of such counsel, any similar rights in effect as of the date hereof.
The Shares have been approved for listing on the New York Stock Exchange,
subject to official notice of issuance.

            (g)   The Exchange Indenture has been duly qualified under the Trust
Indenture Act [EXPIRATION DATE OPINION ONLY] and has been duly authorized,
executed and delivered by the Company and no other corporate proceedings by the
Company are necessary to authorize any

                                      A-1


such actions; and the Exchange Indenture is a valid and binding agreement of the
Company, enforceable in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereinafter in effect relating to
creditors' rights generally and may be subject to general principles of equity
(regardless of whether such enforceability is considered in equity or at law).
[FUTURE TENSE IN COMMENCEMENT DATE OPINION.]

            (h)   The commencement and consummation by the Company of the
Exchange Offer, the execution of the Exchange Indenture by the Company, the
issuance of the New Securities and the other transactions by the Company
contemplated in the Exchange Offer Material and the Agreement do not and will
not require any material consent, authorization, approval, order, exemption or
other action of, or filing with or notification to, the Commission or any Other
Agency, other than the filing of the Registration Statement, the Schedule TO and
a Current Report on Form 8-K.

            (i)   The Exchange Offer, the exchange of Old Securities for New
Securities pursuant to the Exchange Offer, the Exchange Indenture, the New
Securities and the other actions by the Company contemplated in the Exchange
Offer Material, and the execution, delivery and performance of, and the
consummation by the Company of the transactions contemplated in, the Agreement,
do not and will not (i) contravene any applicable law, rule or regulation or any
provision of the certificate of incorporation, by-laws or other organizational
documents of the Company or any of the Subsidiaries, (ii) to the knowledge of
such counsel, conflict with or violate any order, judgment or decree applicable
to the Company or any of the Subsidiaries or by which any property or asset of
the Company or any of the Subsidiaries is bound, or (iii) to the knowledge of
such counsel, result in a breach of or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, or
result in the creation of a lien or other encumbrance on any property or assets
of the Company or any of the Subsidiaries pursuant to, any loan or credit
agreement, indenture, mortgage, note or other agreement or instrument to which
the Company or any of the Subsidiaries or affiliates is a party or by which any
of them or their properties or assets is bound that is listed as an exhibit to
the Company's Annual Report on Form 10-K for its fiscal year ended December 31,
2004, or to a subsequent Exchange Act report by the Company that has been filed
with the Commission. [OPINIONS REGARDING SUBSIDIARIES IN EXPIRATION DATE OPINION
ONLY.]

            (j)   The Company is not, nor will be as a result of the
consummation of the Exchange Offer, required to register as an "investment
company," as such term is defined in the 1940 Act, and the rules and regulations
promulgated by the Commission thereunder, or controlled by an entity required to
be registered under the 1940 Act as an "investment company."

            (k)   The Registration Statement has become effective on or prior to
the Expiration Date [EXPIRATION DATE OPINION ONLY] and, to the knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
Statement is in effect.

            (l)   To the knowledge of such counsel, no restraining order,
injunction or denial of an application for approval has been issued, and no
proceedings, litigation or

                                      A-2


investigations have been initiated or threatened, by or before the Commission or
any Other Agency (including any court) of the United States or the State of New
York with respect to the commencement or consummation of the Exchange Offer or
the execution, delivery or performance of the Agreement, the Exchange Indenture
or the New Securities, or to which the Company or any of the Subsidiaries is a
party or subject or to which any of the properties of the Company or any of the
Subsidiaries is subject, that are required to be disclosed in the Registration
Statement or the Prospectus, other than proceedings accurately described in the
Registration Statement or the Prospectus.

            (m)   The statements relating to the legal matters, documents or
proceedings, included in (A) the Prospectus under the captions "Description of
the New Securities" and "Description of Capital Stock" and (B) the Registration
Statement in Item 20, insofar as such statements constitute summaries of the
legal documents or matters referred to therein, fairly summarize in all material
respects such matters, documents or proceedings.

            (n)   The statements in the Prospectus under the heading "United
States Federal Tax Considerations," insofar as such statements constitute
statements or summaries of matters of United States federal tax consequences to
certain holders of Old Securities, provide a fair and accurate summary of such
consequences under current law in all material respects.

            (o)   To the knowledge of such counsel, there are no legal or
governmental proceedings pending or threatened to which the Company or any of
the Subsidiaries is a party or to which any of the properties of the Company or
any of the Subsidiaries is subject that are required to be described in the
Registration Statement, the Prospectus or the Schedule TO and are not so
described or any statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement, the Prospectus or the
Schedule TO or to be filed as exhibits to the Registration Statement or the
Schedule TO that are not described or filed as required.

            Such counsel shall also advise the Dealer Manager that nothing has
come to the attention of such counsel that causes such counsel to believe that
(A) the Registration Statement, the Prospectus or the other Exchange Offer
Material (including the documents incorporated by reference therein but
excluding the financial statements and financial schedules and other financial
data included therein, as to which such counsel need not express any belief) do
not comply as to form in all material respects with the requirements of the
Securities Act and the Exchange Act and the applicable rules and regulations of
the Commission thereunder, (B) the Registration Statement (including the
documents incorporated by reference therein but excluding the financial
statements and financial schedules and other financial data included therein, as
to which such counsel need not express any belief) at the time the Registration
Statement became effective contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or (C) the Prospectus or other
Exchange Offer Material (including the documents incorporated by reference
therein but excluding the financial statements and financial schedules and other
financial data included therein, as to which such counsel need not express any
belief) contains an untrue statement of a material fact or omitted or omits to
state a material fact necessary in order

                                      A-3


to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

                                      A-4


                                                                       Exhibit B

                                 FORM OF OPINION

            The New Securities have been duly authorized by the Company and,
when executed and authenticated in accordance with the provisions of the
Exchange Indenture, will be entitled to the benefits of the Exchange Indenture
and will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereinafter in effect relating to creditors' rights
generally and may be subject to general principles of equity (regardless of
whether such enforceability is considered in equity or at law).

            Such counsel shall also advise the Dealer Manager that nothing has
come to the attention of such counsel that causes such counsel to believe that
(A) the Registration Statement, the Prospectus or the other Exchange Offer
Material (including the documents incorporated by reference therein but
excluding the financial statements and financial schedules and other financial
data included therein, as to which such counsel need not express any belief) do
not comply as to form in all material respects with the requirements of the
Securities Act and the Exchange Act and the applicable rules and regulations of
the Commission thereunder, (B) the Registration Statement (including the
documents incorporated by reference therein but excluding the financial
statements and financial schedules and other financial data included therein, as
to which such counsel need not express any belief) at the time the Registration
Statement became effective contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or (C) the Prospectus or the other
Exchange Offer Material (including the documents incorporated by reference
therein but excluding the financial statements and financial schedules and other
financial data included therein, as to which such counsel need not express any
belief) contains an untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

                                      B-5

                                                                    EXHIBIT 99.2

                              LETTER OF TRANSMITTAL

                                AGCO CORPORATION

                                OFFER TO EXCHANGE

        1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES B, DUE 2033
                               FOR ALL OUTSTANDING
              1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2033
                             (CUSIP NO. 001084 AL 6)

     PURSUANT TO, AND SUBJECT TO THE TERMS AND CONDITIONS DESCRIBED IN, THE
                          PROSPECTUS DATED MAY 26, 2005

             THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
           5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JUNE 23, 2005,
                     UNLESS EARLIER TERMINATED OR EXTENDED.

                  The exchange agent for the exchange offer is:

                                  SUNTRUST BANK

         
                                                                      
                By Facsimile:          By Registered or Certified Mail:     By Hand/Overnight Delivery:
                SunTrust Bank                    SunTrust Bank                     SunTrust Bank
         Corporate Trust Department       Corporate Trust Department        Corporate Trust Department
          25 Park Place, 24th Floor        25 Park Place, 24th Floor         25 Park Place, 24th Floor
           Atlanta, Georgia 30303           Atlanta, Georgia 30303            Atlanta, Georgia 30303
              Attn: Muriel Shaw                Attn: Muriel Shaw                 Attn: Muriel Shaw
                404-588-7335
         

                   For Confirmation by Telephone: 404-588-7067

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.

      The undersigned acknowledges receipt of the AGCO Corporation ("AGCO")
prospectus dated May 26, 2005 and this letter of transmittal.

      Capitalized terms used but not defined herein shall have the same meaning
given them in the prospectus.

      YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION
AGENT OR THE DEALER MANAGER, WHOSE ADDRESSES AND TELEPHONE NUMBERS APPEAR ON THE
BACK COVER OF THIS LETTER OF TRANSMITTAL.

      This letter of transmittal need not be completed if (a) the 1 3/4%
Convertible Senior Subordinated Notes due 2033 (the "Old Notes") are being
tendered by book-entry transfer through the Depository Trust Company's ("DTC")
Automated Tender Offer Program ("ATOP") to the account maintained by the
exchange agent at DTC pursuant to the procedures set forth in the prospectus
under "The Exchange Offer -- Procedures for Exchange -- Book-Entry



Transfers of Old Notes to the Exchange Agent" and (b) an "Agent's Message" is
delivered to the exchange agent as described in the prospectus.

      Even if you are not required to sign and return this letter of transmittal
(i) you must complete and return the attached Substitute Form W-9 and, if
applicable, the attached certificate of taxpayer awaiting identification number
and (ii) by tendering your Old Notes through ATOP and by virtue of the Agent's
Message, you will be bound by all of the terms and conditions of this letter of
transmittal and will be deemed to have made each of the representations and
warranties contained herein and given your consent as provided below.

      THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. If Old Notes are
registered in the names of different owners, a separate letter of transmittal
must be submitted for each registered owner. SEE INSTRUCTION 2 ON PAGE 8 BELOW.

      This letter of transmittal relates to AGCO's offer to exchange $1,000
principal amount of 1 3/4% Convertible Senior Subordinated Notes, Series B, Due
2033 (the "New Securities") for each $1,000 principal amount of validly tendered
and accepted Old Notes, pursuant to the prospectus. The New Securities will be
established under an indenture that supplements the existing indenture for the
Old Notes, and we must obtain the consent of the holders of not less than a
majority in aggregate principal amount of Old Notes outstanding in order to
enter into such supplemental indenture. By tendering your Old Notes, whether
through ATOP or by submitting this letter of transmittal, you will be deemed to
have consented to the supplemental indenture.

      All tenders of Old Notes pursuant to the exchange offer must be received
by the exchange agent prior to 5:00 p.m., New York City time, on Wednesday,
June, 23 2005 (the "expiration date"); provided that AGCO reserves the right, at
any time or from time to time, to extend the exchange offer at its discretion,
in which event the term "expiration date" shall mean the latest time and date to
which the exchange offer is extended. AGCO will notify all of the holders of the
Old Notes of any extension by means of a press release or other public
announcement prior to 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

      The exchange offer is subject to certain conditions precedent as set forth
in the prospectus under the caption "The Exchange Offer--Conditions of the
Exchange Offer."

      This letter of transmittal is to be completed by a holder of Old Notes
only if an Agent's Message is not delivered through ATOP. If DTC participants
are accepting the exchange offer through ATOP, DTC will verify the acceptance
and execute a book-entry delivery to the exchange agent's account at DTC. DTC
will also send an Agent's Message to the exchange agent for its acceptance. The
Agent's Message will state that DTC has received an express acknowledgment from
the tendering holder of Old Notes, which acknowledgment will confirm that such
holder of Old Notes received and agrees to be bound by, and makes each of the
representations and warranties contained in, this letter of transmittal, and
that AGCO may enforce the terms of this letter of transmittal against such
holder of Old Notes. Delivery of the Agent's Message by DTC will satisfy the
terms of the exchange offer in lieu of execution and delivery of this letter of
transmittal by the DTC participant identified in the Agent's Message.
Accordingly, this letter of transmittal need not be completed by a holder of Old
Notes tendering through ATOP.

                                       2



    DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
                                     AGENT.

   PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
                    BEFORE FILLING OUT ANY INFORMATION BELOW.

   EVEN IF YOU ARE NOT REQUIRED TO SIGN AND RETURN THE LETTER OF TRANSMITTAL,
            YOU MUST COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW

List below the Old Notes to which this letter of transmittal relates. If Old
Notes are registered in the names of different owners, a separate letter of
transmittal must be submitted for each registered owner. SEE INSTRUCTION 2 ON
PAGE 8 BELOW.

                        DESCRIPTION OF OLD NOTES TENDERED


                                                          
NAME OF DTC PARTICIPANT AND PARTICIPANT'S DTC ACCOUNT        AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES TENDERED*
NUMBER IN WHICH OLD NOTES ARE HELD


* Unless otherwise indicated in this column, a holder of Old Notes will be
deemed to have tendered ALL of the Old Notes listed in the adjacent column. Old
Notes tendered must be in denominations of principal amount of $1,000 and any
integral amount thereof.

      The undersigned has completed, executed and delivered this letter of
transmittal to indicate the action the undersigned desires to take with respect
to the exchange offer.

                                       3



               PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

Ladies and Gentlemen:

      By execution hereof, the undersigned acknowledges that he or she has
received the prospectus and this letter of transmittal, which together
constitute the offer to exchange $1,000 principal amount of New Securities for
each $1,000 principal amount of validly tendered and accepted Old Notes, on the
terms and subject to the conditions of the prospectus and this letter of
transmittal.

      Upon the terms and subject to the conditions of the exchange offer, the
undersigned hereby tenders to AGCO the principal amount of Old Notes indicated
above.

      Subject to, and effective upon, the acceptance of Old Notes tendered
hereby, by executing and delivering this letter (or agreeing to the terms of
this letter of transmittal pursuant to an Agent's Message) the undersigned: (i)
irrevocably sells, assigns, and transfers to or upon AGCO's order all right,
title and interest in and to, and all claims in respect of or arising or having
arisen as a result of the undersigned's status as a holder of the Old Notes
tendered hereby; (ii) waives any and all rights with respect to the Old Notes
tendered; and (iii) releases and discharges AGCO and SunTrust Bank, as the
trustee, with respect to the Old Notes from any and all claims such holder may
have, now or in the future, arising out of or related to the Old Notes,
including, without limitation, any claims that the undersigned is entitled to
participate in any redemption of the Old Notes. The undersigned acknowledges and
agrees that the tender of Old Notes made hereby may not be withdrawn except in
accordance with the procedures set forth in the prospectus under "The Exchange
Offer--Withdrawal of Tenders."

      The undersigned represents and warrants that it has full power and
authority to legally tender, exchange, assign and transfer the Old Notes
tendered hereby and to acquire the New Securities issuable upon the exchange of
such tendered Old Notes, and that, when AGCO accepts the same for exchange, AGCO
will acquire good and unencumbered title thereto, free and clear of all liens,
charges, claims, encumbrances, interests and restrictions of any kind, other
than restrictions imposed by applicable securities laws. The undersigned also
warrants that it will, upon request, execute and deliver any additional
documents deemed by the exchange agent or AGCO to be necessary or desirable to
transfer ownership of such Old Notes on the account books maintained by DTC.

      The undersigned hereby irrevocably constitutes and appoints the exchange
agent as the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the exchange agent also acts as the agent of AGCO) with
respect to such Old Notes with full powers of substitution and revocation (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) to: (i) transfer ownership of such Old Notes on the account books
maintained by DTC to, or upon the order of, AGCO; (ii) present such Old Notes
for transfer of ownership on AGCO's books; (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes; and
(iv) deliver, in book-entry form, the New Securities issuable upon acceptance of
the Old Notes tendered hereby, together with any Old Notes not accepted in the
exchange offer, to the DTC account designated herein by the undersigned, all in
accordance with the terms and conditions of the exchange offer as described in
the prospectus and this letter of transmittal.

      The undersigned hereby consents to AGCO's entering into a supplemental
indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any provisions of the existing indenture governing the Old Notes
or of modifying in any manner the rights of the holders of the Old Notes,
including, without limitation, by establishing the New Securities as a new
series of "Notes" thereunder to be exchanged for the Old Notes. By tendering
your Old Notes, whether through ATOP or by submitting this letter of
transmittal, you will be deemed to have consented to the supplemental indenture.

      The undersigned hereby agrees to treat the exchange of the Old Notes
tendered hereby for United States federal income tax purposes as not
constituting an exchange that results in a significant modification of a debt
instrument.

      All authority conferred or agreed to be conferred in this letter of
transmittal shall survive the death or incapacity of the undersigned, and all
obligations of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators and legal representatives of the
undersigned.

      The exchange offer is subject to certain conditions as set forth in the
prospectus under the caption "The Exchange Offer--Conditions of the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived by AGCO, in whole or in part, in AGCO's sole discretion), as more
particularly set forth in the prospectus, AGCO may not be required to accept all
or any of the Old Notes tendered hereby.

                                       4



      The undersigned understands that a valid tender of Old Notes is not made
in acceptable form, and risk of loss therefore does not pass, until receipt by
the exchange agent of this letter of transmittal (or an Agent's Message in lieu
thereof) or a facsimile hereof, duly completed, dated and signed, together with
all accompanying evidences of authority and any other required documents and
signature guarantees in form satisfactory to AGCO (which may delegate such power
in whole or in part to the exchange agent). All questions as to validity, form
and eligibility of any tender of the Old Notes hereunder (including time of
receipt) and acceptance of tenders and withdrawals of Old Notes will be
determined by AGCO in its sole judgment (which may delegate such power in whole
or in part to the exchange agent), and such determination shall be final and
binding.

      The undersigned acknowledges and agrees that issuance of the New
Securities in exchange for validly tendered Old Notes that are accepted in the
exchange offer will be made promptly after the expiration date.

      Unless otherwise indicated in the "Special Issuance and Payment
Instructions" box below, the New Securities will be credited to the DTC account
number specified on page 3 of this letter of transmittal. If the "Special
Issuance and Payment Instructions" box is completed, the undersigned hereby
understands and acknowledges that any Old Notes tendered but not accepted in the
exchange offer will be issued in the name(s), and delivered by book-entry
transfer to the DTC account number(s) indicated in such box. However, the
undersigned understands and acknowledges that if AGCO does not accept any Old
Notes so tendered, AGCO has no obligation pursuant to the "Special Issuance and
Payment Instructions" box to transfer any Old Notes from the name(s) of the
registered holders thereof to the person indicated in such box. The undersigned
acknowledges and agrees that AGCO and the exchange agent may, in appropriate
circumstances, defer effecting transfers of Old Notes, and may retain such Old
Notes, until satisfactory evidence of payment of transfer taxes payable on
account of such transfer by the undersigned, or exemption therefrom, is received
by the exchange agent.

      Your bank or broker can assist you in completing this form. The
instructions included with this letter of transmittal must be followed.
Questions and requests for assistance or for additional copies of the prospectus
and this letter of transmittal may be directed to the information agent, whose
address and telephone number appear on page 16 of this letter of transmittal.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES
TENDERED" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX.

                                       5



                               METHOD OF DELIVERY

[ ]   CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
      TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
      AND COMPLETE THE FOLLOWING:

________________________________________________________________________________
                          NAME OF TENDERING INSTITUTION

________________________________________________________________________________
                                 ACCOUNT NUMBER

________________________________________________________________________________
                             TRANSACTION CODE NUMBER

________________________________________________________________________________
                     SIGNATURE(S) OF HOLDER(S) OF OLD NOTES

      Must be signed by registered holder(s) of Old Notes exactly as such
participant's name appears on a security position listing as the owner of Old
Notes, or by person(s) authorized to become holder(s) by endorsements and
documents transmitted with this letter of transmittal. If signing is by
attorney, executor, administrator, trustee or guardian, agent or other person
acting in a fiduciary or representative capacity, please set forth full title.
SEE INSTRUCTIONS 2 & 3 ON PAGE 8 BELOW.

________________________________________________________________________________
                                      DATE

________________________________________________________________________________
                                     NAME(S)

________________________________________________________________________________
                                    CAPACITY

________________________________________________________________________________
                          ADDRESS (INCLUDING ZIP CODE)

________________________________________________________________________________
             DTC ACCOUNT TO WHICH NEW SECURITIES SHOULD BE DELIVERED

________________________________________________________________________________
    TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER (SEE INSTRUCTION 8 ON PAGE 9
                                     BELOW)

________________________________________________________________________________
                     TELEPHONE NUMBER (INCLUDING AREA CODE)

                                        6



                    SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS

                 (SEE INSTRUCTIONS 2 & 6 ON PAGES 8 AND 9 BELOW)

      To be completed ONLY if New Securities are to be issued, or Old Notes
tendered but not accepted in the exchange offer are to be issued, in the name of
someone other than the undersigned registered owner or to a DTC account number
other than the account number specified on page 3 above.

      Record ownership of New Securities in book-entry form and issue Old Notes
tendered but not accepted in the exchange offer in the name and to the DTC
account number set forth below.

________________________________________________________________________________
                                      NAME

________________________________________________________________________________
                               DTC ACCOUNT NUMBER

________________________________________________________________________________
                          ADDRESS (INCLUDING ZIP CODE)

________________________________________________________________________________
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                       (SEE INSTRUCTION 8 ON PAGE 9 BELOW)

     MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTIONS 2 & 3 ON PAGE 8 BELOW)
       (CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION)

________________________________________________________________________________
              NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES

________________________________________________________________________________
                          ADDRESS (INCLUDING ZIP CODE)

________________________________________________________________________________
                     TELEPHONE NUMBER (INCLUDING AREA CODE)

________________________________________________________________________________
                              AUTHORIZED SIGNATURE

________________________________________________________________________________
                                  PRINTED NAME

________________________________________________________________________________
                                     TITLE

________________________________________________________________________________
                                      DATE

                                       7



                                  INSTRUCTIONS

      1. Delivery of Letter of Transmittal. If you are required to submit a
letter of transmittal to tender Old Notes in the exchange offer, book-entry
transfer of the Old Notes into the exchange agent's account with DTC, as well as
a properly completed and duly executed copy or manually signed facsimile of this
letter of transmittal and any other documents required by this letter of
transmittal, must be received by the exchange agent, at its address set forth
herein, prior to the effective date. Tenders of Old Notes in the exchange offer
must be made prior to the expiration date in the manner described in the
preceding sentence and otherwise in compliance with this letter of transmittal.
Delivery of this letter of transmittal is not required if you are tendering your
Old Notes by book-entry transfer through ATOP and an Agent's Message is
delivered by DTC to the exchange agent. In such cases, the Agent's Message must
be received by the exchange agent before the expiration date.

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY
ACCEPTANCE OF AN AGENT'S MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE ELECTION
AND RISK OF THE TENDERING HOLDER OF OLD NOTES. IF SUCH DELIVERY IS MADE BY MAIL,
IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME BE ALLOWED TO ASSURE TIMELY
DELIVERY. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF OLD NOTES WILL BE
ACCEPTED. EXCEPT AS OTHERWISE PROVIDED BELOW, DELIVERY WILL BE MADE WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT. THIS LETTER AND ANY OTHER REQUIRED
DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO AGCO OR DTC.

      Old Notes tendered pursuant to the exchange offer may be withdrawn at any
time prior to the expiration date, unless the exchange offer is extended, in
which case tenders of Old Notes may be withdrawn under the conditions described
in the extension. In order to be valid, notice of withdrawal of tendered Old
Notes must comply with the requirements set forth in the prospectus under the
caption "The Exchange Offer -- Withdrawal of Tenders" in the prospectus.

      2. Signatures on Letter of Transmittal, Powers and Endorsements. Unless
acceptance of the exchange offer is transmitted through ATOP, this letter of
transmittal must be signed by or on behalf of the registered holder(s) of the
Old Notes tendered hereby. The signature(s) on this letter of transmittal must
be exactly the same as the name(s) that appear(s) on the security position
listing of DTC in which such holder of Old Notes is a participant, without
alteration or enlargement or any change whatsoever. IN ALL OTHER CASES, ALL
SIGNATURES ON LETTERS OF TRANSMITTAL MUST BE GUARANTEED BY A MEDALLION SIGNATURE
GUARANTOR.

      If any of the Old Notes tendered hereby are registered in the name of two
or more holders, all such holders must sign this letter of transmittal.

      If this letter of transmittal or any Old Notes or powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by AGCO, proper
evidence satisfactory to AGCO of its authority so to act must be submitted with
this letter of transmittal.

      3. Guarantee of Signatures. Signature guarantees are not required if you
are tendering your Old Notes by book-entry transfer through ATOP and an Agent's
Message is delivered by DTC to the exchange agent. If you are tendering Old
Notes by submitting a letter of transmittal, then, except as otherwise provided
below, all signatures on a letter of transmittal or a notice of withdrawal must
be guaranteed by a recognized participant in the Securities Transfer Agents
Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange
Medallion Program. Signatures on this letter of transmittal need not be
guaranteed if:

      -     this letter of transmittal is signed by a participant in DTC whose
            name appears on a security position listing of DTC as the owner of
            the Old Notes and the holder(s) has not completed the portion
            entitled "Special Issuance and Payment Instructions" on this letter
            of transmittal; or

      -     the Old Notes are tendered for the account of an Eligible Guarantor
            Institution (defined below).

      If this letter of transmittal is not signed by the holder, the holder must
transmit a separate, properly completed power with this letter of transmittal
(in either case, executed exactly as the name(s) of the participant(s) appear(s)
on such security position listing), with the signature on the endorsement or
power guaranteed by a Medallion Signature Guarantor, unless such powers are
executed by an Eligible Guarantor Institution (defined below).

                                       8



      An Eligible Guarantor Institution (as defined in Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
means:

            (i) Banks (as defined in Section 3(a) of the Federal Deposit
      Insurance Act);

            (ii) Brokers, dealers, municipal securities dealers, municipal
      securities brokers, government securities dealers, and government
      securities brokers, as those terms are defined under the Exchange Act;

            (iii) Credit unions (as that term is defined in Section 19b(1)(A) of
      the Federal Reserve Act);

            (iv) National securities exchanges, registered securities
      associations, and clearing agencies, as those terms are used under the
      Exchange Act; and

            (v) Savings associations (as that term is defined in Section 3(b) of
      the Federal Deposit Insurance Act).

      For a correction of name or a change in name which does not involve a
change in ownership, you may proceed as follows: for a change in name by
marriage, etc., this letter of transmittal should be signed, e.g., "Mary Doe,
now by marriage, Mary Jones." For a correction in name, this letter of
transmittal should be signed, e.g., "James E. Brown, incorrectly inscribed as J.
E. Brown." In any such case, the signature on this letter of transmittal must be
guaranteed as provided above and the holder must complete the Special Issuance
and Payment Instructions above.

      You should consult your own tax advisor as to possible tax consequences
resulting from the issuance of New Securities, as described above, in a name
other than that of the registered holder(s) of the surrendered Old Notes.

      4. Transfer Taxes. AGCO will pay all transfer taxes, if any, applicable to
the transfer and exchange of Old Notes to AGCO in the exchange offer. If
transfer taxes are imposed for any other reason, the amount of such other
transfer taxes, whether imposed on the registered holder or any other persons,
will be payable by the tendering holder. Other reasons transfer taxes could be
imposed include:

      -     if New Securities in book-entry form are to be registered in the
            name of any person other than the person signing this letter of
            transmittal; or

      -     if tendered Old Notes are registered in the name of any person other
            than the person signing this letter of transmittal.

      If satisfactory evidence of payment of or exemption from such other
transfer taxes is not submitted with this letter of transmittal, the amount of
those transfer taxes will be billed directly to the tendering holder and/or
withheld from any payments due with respect to the Old Notes tendered by such
holder.

      5. Validity of Surrender; Irregularities. All questions as to validity,
form and eligibility of any surrender of the Old Notes hereunder will be
determined by AGCO, in its sole judgment (which may delegate such power in whole
or in part to the exchange agent), and such determination shall be final and
binding. AGCO reserves the right to waive any irregularities or defects in the
surrender of any Old Notes, and its interpretations of the terms and conditions
of this letter (including these instructions) with respect to such
irregularities or defects shall be final and binding. A surrender will not be
deemed to have been made until all irregularities have been cured or waived.

      6. Special Issuance and Payment Instructions and Special Delivery
Instructions. If you are not tendering your Old Notes by book-entry transfer
through ATOP, indicate the name in which ownership of the New Securities on the
DTC security listing position is to be recorded if different from the name of
the person(s) signing this letter. A social security number will be required.

      7. Additional Copies. Additional copies of this letter may be obtained
from the information agent at the address listed below.

      8. Substitute Form W-9. Even if you are not required to sign and return
this letter of transmittal, you still must provide the exchange agent with a
correct Taxpayer Identification Number ("TIN"), unless an exemption applies, and
certain other information, on Substitute Form W-9 and to certify under penalties
of perjury that such TIN is correct and that you are not subject to backup
withholding. Generally, a holder's TIN is the holder's social security number or
employer identification number. Failure to provide the information on the form
may subject the holder (or other payee) to a penalty of $50 imposed by the
Internal Revenue Service ("IRS") and a federal income

                                       9



tax backup withholding on the payment of the amounts due. The box in Part III of
the form may be checked if you have not been issued a TIN and have applied for a
number or intend to apply for a number in the near future. If the box in Part
III is checked and the exchange agent is not provided with a TIN within 60 days,
the exchange agent will backup withhold on payment of the amounts due until a
TIN is provided to the exchange agent. Substitute Form W-9 is attached below.

      QUESTIONS RELATED TO THE PROCEDURES FOR TENDERING OLD NOTES MAY BE
DIRECTED TO THE EXCHANGE AGENT. REQUESTS FOR ADDITIONAL COPIES OF THE
PROSPECTUS, THIS LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS MAY BE
DIRECTED TO THE INFORMATION AGENT. THE CONTACT INFORMATION FOR THE EXCHANGE
AGENT AND THE INFORMATION AGENT IS SET FORTH ON PAGE 16.

                            IMPORTANT TAX INFORMATION

      Under U.S. federal income tax law, a holder whose Old Notes are accepted
for exchange is required by law to provide the exchange agent with such holder's
correct TIN on Substitute Form W-9 (provided below) and to certify that the TIN
provided is correct (or that such holder is awaiting a TIN). If such holder is
an individual, the TIN is his or her social security number. If the exchange
agent is not provided with the correct TIN, the holder may be subject to a $50
penalty imposed by the IRS. In addition, payments that are made to such holder
pursuant to this letter may be subject to backup withholding.

      Certain holders (including, among others, all corporations and certain
foreign individuals and entities) may be exempted from these backup withholding
and reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that holder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status (Form W-8BEN). Such
statements can be obtained from the exchange agent. Holders are urged to consult
their own tax advisors to determine whether they are exempt from these backup
withholding and reporting requirements.

      If backup withholding applies, the exchange agent may be required to
backup withhold on any such payments made to the holder. Backup withholding
(currently at a rate of 28%) is not an additional tax. Rather, the tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of taxes, a refund may
be obtained from the IRS. The exchange agent cannot refund amounts withheld by
reason of backup withholding.

                     WHAT NUMBER TO GIVE THE EXCHANGE AGENT

      The holder is required to give the exchange agent the TIN, generally the
social security number or employer identification number, of the record owner of
the tendered Old Notes. If the Old Notes are in more than one name or are not in
the name of the actual owner, consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for additional
guidelines on which number to report. If the holder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, he or she should check the box in Part III of the Substitute Form W-9,
sign and date the Substitute Form W-9 and complete the Certificate of Awaiting
Taxpayer Identification Number in order to avoid backup withholding. If the box
in Part III is checked and the exchange agent is not provided with a TIN within
60 days, the exchange agent will backup withhold on all cash payments until a
TIN is provided to the exchange agent.

                                       10




                                                                                
       SUBSTITUTE         PART I--Please provide your name,        PART II--TIN--        PART III--Awaiting TIN--
        FORM W-9          address and check the appropriate box    Please provide Your   If you have not been issued
                                                                   TIN In the Space      a TIN but have applied for
Department of the         [ ]Individual/Sole Proprietor            Provided and          one, or intend to apply for
Treasury Internal         [ ]Corporation                           Certify By Signing    one in the near future,
Revenue Service Payor's   [ ]Partnership                           and Dating Below.     please check the box
Request for Taxpayer      [ ]Other ______                                                provided and certify by
Identification Number     [ ]Exempt from Backup                    _______________       signing and dating Part IV
(TIN)                        Withholding                           Social Security       and the "Certificate Of
                                                                   Number or Employer    Taxpayer Awaiting
                                                                   Identification        Identification Number"
                                                                   Number                below.
                                                                                         [ ]Awaiting TIN


PART IV--Exempt Holders--If you are exempt from backup withholding (e.g. a
corporation), you must still certify your TIN by completing Part I and by
signing and dating below. Please indicate your exempt status by writing "EXEMPT"
in the space provided to the right. _________________

PART V--Certification--Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct TIN (or I am waiting for a TIN
to be issued to me), and

(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding; and

(3) I am a U.S. person (including a U.S. resident alien).

Certification Instructions--You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of under
reporting interest or dividends on your tax return. However, if you have since
been notified by the IRS that you are no longer subject to backup withholding,
do not cross out item (2).

SIGNATURE __________________________________________ Date __________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE IRS AND BACKUP WITHHOLDING TAXES ON REPORTABLE PAYMENTS RECEIVED
BY YOU WITH RESPECT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ATTACHED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.

                                       11



               YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
            CHECKED THE BOX IN PART III OF SUBSTITUTE FORM W-9 ABOVE.

             CERTIFICATE OF TAXPAYER AWAITING IDENTIFICATION NUMBER

  I certify, under penalties of perjury, that a taxpayer identification number
  has not been issued to me, and that I mailed or delivered an application to
  receive a taxpayer identification number to the appropriate Internal Revenue
  Service Center or Social Security Administration Office (or I intend to mail
  or deliver an application in the near future). I understand that if I do not
  provide a taxpayer identification number within sixty (60) days, applicable
  backup withholding taxes on all reportable payments made to me thereafter will
  be withheld until I provide a taxpayer identification number.

SIGNATURE __________________________________________ DATE __________

                                       12



                  The exchange agent for the exchange offer is:

                                  SUNTRUST BANK

     
                                                                              
            By Facsimile:                 By Registered or Certified Mail:          By Hand/Overnight Delivery:
            SunTrust Bank                    Corporate Trust Department             Corporate Trust Department
     Corporate Trust Department               25 Park Place, 24th Floor              25 Park Place, 24th Floor
      25 Park Place, 24th Floor                Atlanta, Georgia 30303                 Atlanta, Georgia 30303
       Atlanta, Georgia 30303                     Attn: Muriel Shaw                      Attn: Muriel Shaw
          Attn: Muriel Shaw
            404-588-7335


                   For Confirmation by Telephone: 404-588-7067

                The information agent for the exchange offer is:

                             Morrow & Company, Inc.
                                 445 Park Avenue
                            New York, New York 10022
                         (800) 654-2468 (U.S. toll free)

                  The dealer manager for the exchange offer is:

                        MORGAN STANLEY & CO. INCORPORATED
                                  1585 Broadway
                            New York, New York 10036
                               Attn: Arthur Rubin
                         (800) 624-1808 (U.S. toll-free)
                            (212) 761-1864 (collect)

                                       13

                                                                    EXHIBIT 99.3

FORM OF LETTER TO BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES
AND OTHER NOMINEES

                                AGCO CORPORATION
                            4205 RIVER GREEN PARKWAY
                              DULUTH, GEORGIA 30096

                                OFFER TO EXCHANGE

        1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES B, DUE 2033
                               FOR ALL OUTSTANDING
              1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2033
                             (CUSIP NO. 001084 AL 6)

     PURSUANT TO, AND SUBJECT TO THE TERMS AND CONDITIONS DESCRIBED IN, THE
         PROSPECTUS DATED MAY 26, 2005 AND RELATED LETTER OF TRANSMITTAL

             THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
           5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JUNE 23, 2005,
                     UNLESS EARLIER TERMINATED OR EXTENDED.

                                                                    May 26, 2005

To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:

      We are offering to exchange $1,000 principal amount of 1 3/4% Convertible
Senior Subordinated Notes, Series B, Due 2033 for each $1,000 principal amount
of validly tendered and accepted 1 3/4% Convertible Senior Subordinated Notes
due 2033 (the "Old Notes").

      The exchange offer is made on the terms and is subject to the conditions
set forth in our prospectus dated May 26, 2005 and the accompanying letter of
transmittal.

      We are asking you to contact your clients for whom you hold Old Notes. For
your use and for forwarding to those clients, we are enclosing copies of the
prospectus, as well as a letter of transmittal for the Old Notes. We are also
enclosing a printed form of letter that you may send to your clients, with space
provided for obtaining their instructions with regard to the exchange offer. WE
URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

      Morrow & Company, Inc. has been appointed information agent for the
exchange offer. Any inquiries you may have with respect to the exchange offer
should be addressed to the information agent or to the dealer manager, at the
respective addresses and telephone numbers as set forth on the back cover of the
prospectus. Additional copies of the enclosed materials may be obtained from the
information agent.

                                Very truly yours,

                                AGCO CORPORATION

      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OUR AGENT OR THE AGENT OF THE DEALER MANAGER, THE INFORMATION AGENT OR THE
EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON OUR OR THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER
THAN STATEMENTS MADE IN OUR PROSPECTUS OR THE RELATED LETTER OF TRANSMITTAL.

                                                                    EXHIBIT 99.4

FORM OF LETTER TO CUSTOMERS

                                AGCO CORPORATION
                            4205 RIVER GREEN PARKWAY
                              DULUTH, GEORGIA 30096

                                OFFER TO EXCHANGE

        1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES B, DUE 2033
                               FOR ALL OUTSTANDING
              1 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2033
                             (CUSIP NO. 001084 AL 6)

     PURSUANT TO, AND SUBJECT TO THE TERMS AND CONDITIONS DESCRIBED IN, THE
        PROSPECTUS DATED MAY 26, 2005 AND RELATED LETTER OF TRANSMITTAL

             THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
           5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JUNE 23, 2005,
                     UNLESS EARLIER TERMINATED OR EXTENDED.

                                                                    May 26, 2005

To Our Clients:

      AGCO Corporation ("AGCO") is offering to exchange $1,000 principal amount
of its 1 3/4% Convertible Senior Subordinated Notes Due 2033 for each $1,000
principal amount of validly tendered and accepted 1 3/4% Convertible Senior
Subordinated Notes due 2033 (the "Old Notes").

      The exchange offer is made on the terms and is subject to the conditions
set forth in AGCO's prospectus dated May 26, 2005 and the accompanying letter of
transmittal.

      The enclosed prospectus is being forwarded to you as the beneficial owner
of Old Notes held by us for your account but not registered in your name. The
accompanying letter of transmittal is furnished to you for informational
purposes only and may not be used by you to tender Old Notes held by us for your
account. A tender of such Old Notes may be made only by us and only pursuant to
your instructions.

      Accordingly, we request instructions as to whether you wish us to tender
and deliver the Old Notes held by us for your account. If you wish to have us do
so, please so instruct us by completing, executing and returning to us the
instruction form that appears below.

                                       1



                                  INSTRUCTIONS

      The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to AGCO's exchange offer with respect to
the Old Notes (CUSIP No. 001084 AH5).

      THIS WILL INSTRUCT YOU TO TENDER THE SPECIFIED PRINCIPAL AMOUNT OF OLD
NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED PURSUANT TO
THE TERMS AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE RELATED LETTER OF
TRANSMITTAL.

                AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES HELD FOR
                              ACCOUNT OF HOLDER(S)*

TYPE
1 3/4% CONVERTIBLE
SENIOR SUBORDINATED NOTES
DUE 2033

- ---------
*     Unless otherwise indicated, the entire principal amount listed in the box
      entitled "Aggregate Principal Amount of Old Notes Held for Account of
      Holder(s)" will be tendered.

________________________________________________________________________________
SIGNATURE(S)

________________________________________________________________________________
PLEASE PRINT NAME(S)

________________________________________________________________________________
ADDRESS

________________________________________________________________________________
ZIP CODE

________________________________________________________________________________
AREA CODE AND TELEPHONE NO.

________________________________________________________________________________
TAX IDENTIFICATION OR SOCIAL SECURITY NO.

________________________________________________________________________________
MY ACCOUNT NUMBER WITH [ ]

________________________________________________________________________________
DATE

                                       2

                                                                    EXHIBIT 99.5

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

      GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE
(YOU) TO GIVE THE PAYER. Social security numbers have nine digits separated by
two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits
separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue New Code of 1986, as amended.



        FOR THIS TYPE OF ACCOUNT:           GIVE THE SOCIAL SECURITY NUMBER OF:
- ------------------------------------------  ------------------------------------
                                         
1.   Individual                             The individual

2.   Two or more individuals (joint         The actual owner of the account or,
     account)                               if combined funds, the first
                                            individual on the account (1)

3.   Custodian account of a minor (Uniform  The minor (2)
     Gift to Minors Act)

4.   a. The usual revocable savings trust   The grantor-trustee (1)
     account (grantor is also trustee)

     b. So-called trust account that is     The actual owner (1)
     not a legal or valid trust under
     state law

5.   Sole proprietorship                    The owner (3)

          FOR THIS TYPE OF ACCOUNT:         GIVE THE EMPLOYER IDENTIFICATION NUMBER OF:

6.   Sole proprietorship                    The owner (3)

7.   A valid trust, estate, or pension      The legal entity (4)
     trust

8.   Corporate                              The corporation

9.   Association, club, religious,          The organization
     charitable, educational, or other
     tax-exempt organization

10.  Partnership                            The partnership

11.  A broker or registered nominee         The broker or nominee

12.  Account with the Department of
     Agriculture in the name of a           The public entity
     public entity (such as a state or
     local government, school district,
     or prison) that receives
     agricultural program payments


(1)   List first and circle the name of the person whose number you furnish. If
      only one person on a joint account has a social security number, that
      person's number must be furnished.

(2)   Circle the minor's name and furnish the minor's social security number.

(3)   You must show your individual name, but you may also enter your business
      or "doing business as" name. You may use either your social security
      number or your employer identification number (if you have one).

(4)   List first and circle the name of the legal trust, estate, or pension
      trust. (Do not furnish the TIN of the personal representative or trustee
      unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.

                                        1


             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

      If you do not have a TIN or you do not know your number, obtain Form SS-5,
Application for a Social Security Card, at the local Social Security
Administration office, or Form SS-4, Application for Employer Identification
Number, by calling 1 (800) TAX-FORM or from the IRS website at www.irs.gov, and
apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

      Payees specifically exempted from backup withholding include:

   -     An organization exempt from tax under Section 501(a), an individual
         retirement account (IRA), or a custodial account under Section
         403(b)(7), if the account satisfies the requirements of Section
         401(f)(2).

   -     The United States or a state thereof, the District of Columbia, a
         possession of the United States, or a political subdivision or
         instrumentality of any one or more of the foregoing.

   -     An international organization or any agency or instrumentality thereof.

   -     A foreign government and any political subdivision, agency or
         instrumentality thereof.

      Payees that may be exempt from backup withholding include:

   -     A corporation.

   -     A financial institution.

   -     A dealer in securities or commodities required to register in the
         United States, the District of Columbia, or a possession of the United
         States.

   -     A real estate investment trust.

   -     A common trust fund operated by a bank under Section 584(a).

   -     An entity registered at all times during the tax year under the
         Investment Company Act of 1940.

   -     A middleman known in the investment community as a nominee or
         custodian.

   -     A futures commission merchant registered with the Commodity Futures
         Trading Commission.

   -     A foreign central bank of issue.

   -     A trust exempt from tax under Section 664 or described in Section 4947.

      Payments of dividends and patronage dividends generally exempt from
backup withholding include:

   -     Payments to nonresident aliens subject to withholding under Section
         1441.

   -     Payments to partnerships not engaged in a trade or business in the
         United States and that have at least one nonresident alien partner.

   -     Payments of patronage dividends not paid in money.

   -     Payments made by certain foreign organizations.

   -     Section 404(k) payments made by an employee stock ownership plan
         (ESOP).

      Payments of interest generally exempt from backup withholding include:

   -     Payments of interest on obligations issued by individuals. Note: You
         may be subject to backup withholding if this interest is $600 or more
         and you have not provided your correct TIN to the payer.

   -     Payments of tax-exempt interest (including exempt-interest dividends
         under Section 852).

                                        2


   -     Payments described in Section 6049(b)(5) to nonresident aliens.

   -     Payments on tax-free covenant bonds under Section 1451.

   -     Payments made by certain foreign organizations.

   -     Mortgage interest paid to you.

      Certain payments, other than payments of interest, dividends, and
patronage dividends, that are exempt from information reporting are also exempt
from backup withholding. For details, see the regulations under Sections 6041,
6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

      EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9
TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TIN, WRITE "EXEMPT" IN PART IV OF THE FORM, SIGN AND DATE THE FORM,
AND RETURN IT TO THE PAYER.

      PRIVACY ACT NOTICE--Section 6109 requires you to provide your correct
TIN to payers, who must report the payments to the IRS. The IRS uses the number
for identification purposes and may also provide this information to various
government agencies for tax enforcement or litigation purposes. Payers must be
given the numbers whether or not payees are required to file tax returns. Payers
must generally withhold up to 28% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a TIN to payer. Certain penalties
may also apply.

PENALTIES

      (1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to
furnish your TIN to a payer, you are subject to a penalty of $50 for each such
failure unless your failure is due to reasonable cause and not to willful
neglect.

      (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If
you make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.

      (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

      FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS

                                        3