HUSSMANN INTERNATIONAL INC, S-3, 1998-05-19

HUSSMANN INTERNATIONAL INC
S-3, 1998-05-19
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1998
REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

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

HUSSMANN INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 43-1791715
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
</TABLE>

12999 ST. CHARLES ROCK ROAD
BRIDGETON, MISSOURI 63044
(314) 291-2000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

BURTON HALPERN
GENERAL COUNSEL
HUSSMANN INTERNATIONAL, INC.
12999 ST. CHARLES ROCK ROAD
BRIDGETON, MISSOURI 63044
(314) 291-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------
COPIES TO:

<TABLE>
<S> <C>
JIM L. KAPUT ALLAN G. SPERLING
SIDLEY & AUSTIN CLEARY GOTTLIEB, STEEN & HAMILTON
ONE FIRST NATIONAL PLAZA ONE LIBERTY PLAZA
CHICAGO, ILLINOIS 60603 NEW YORK, NEW YORK 10006
</TABLE>

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

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Debt Securities......................... $250,000,000 100% $250,000,000 $73,750(1)
==================================================================================================================================
</TABLE>

(1) The registration fee has been calculated pursuant to Rule 457(o) under the
Securities Act of 1933, as amended.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED MAY 19, 1998

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY , 1998)

$100,000,000

HUSSMANN LOGO
HUSSMANN INTERNATIONAL, INC.
% SENIOR NOTES DUE 2008
------------------------

The % Senior Notes due 2008 (the "Notes") are being offered by Hussmann
International, Inc. ("Hussmann International") in an aggregate principal amount
of $100,000,000. Hussmann International currently has no subordinated debt
outstanding.

Interest on the Notes will be payable semiannually on
and of each year, commencing , 1998.

The Notes will be redeemable, in whole or in part, at any time at the
option of Hussmann International at a redemption price equal to the greater of
(i) 100% of the principal amount of such Notes or (ii) as determined by a
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate, plus, in each case, accrued but unpaid interest to
the date of redemption. The Notes will not be subject to any sinking fund.

The Notes will be represented by one or more global notes ("Global
Securities") registered in the name of the nominee of The Depository Trust
Company (the "Depositary"). Interests in Global Securities will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depositary and its participants. Except as provided herein and in the
accompanying Prospectus, Notes in definitive form will not be issued. See
"Description of Notes."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
==============================================================================================================
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note............................... % % %
- --------------------------------------------------------------------------------------------------------------
Total.................................. $ $ $
==============================================================================================================
</TABLE>

(1) Plus accrued interest, if any, from the date of issuance.
(2) Hussmann International has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933,
as amended.
(3) Before deducting estimated expenses of $200,000 payable by Hussmann
International.
------------------------

The Notes are offered by the Underwriters when, as and if issued by
Hussmann International, delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the Notes, in book-entry form, will be made through the facilities
of the Depositary on or about , 1998, against payment in
immediately available funds.

BANCAMERICA ROBERTSON STEPHENS
CREDIT SUISSE FIRST BOSTON
NATIONSBANC MONTGOMERY SECURITIES LLC

The date of this Prospectus Supplement is May , 1998.
<PAGE> 3

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
STABILIZING TRANSACTIONS AND THE PURCHASE OF NOTES TO COVER SHORT POSITIONS BY
THE UNDERWRITERS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

S-2
<PAGE> 4

PROSPECTUS SUPPLEMENT SUMMARY

This Prospectus Supplement Summary is qualified in its entirety by the more
detailed information and the financial statements, including the notes thereto,
appearing elsewhere in this Prospectus Supplement and the Prospectus and the
documents incorporated by reference herein and therein. Prospective purchasers
of the Notes should read carefully the entire Prospectus Supplement and the
Prospectus. As used in this Prospectus Supplement, unless the context otherwise
clearly requires, the term "Hussmann" refers to Hussmann International, Inc. and
its consolidated subsidiaries, including Hussmann Corporation, and the term
"Hussmann International" refers to Hussmann International, Inc. on an
unconsolidated basis.

Hussmann has made and will make certain forward-looking statements in this
Prospectus Supplement and the Prospectus and in certain other contexts relating
to future revenues, costs, expenses, production schedules, profitability and
financial resources, among others. These statements are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based on
management's beliefs and assumptions using information currently available.
Accordingly, Hussmann's actual results may differ materially from those
projected, expressed or implied in such forward-looking statements due to known
and unknown risks and uncertainties that exist in Hussmann's operations and
business environment, including, among other factors: the failure by Hussmann to
produce anticipated cost savings or improve productivity; the timing and
magnitude of capital expenditures; economic and market conditions in the U.S.
and worldwide; currency exchange rates; changes in customer spending levels and
demand for new products; cost and availability of raw materials; the
continuation of growth in significant developing markets such as Mexico, China
and South America; and overall competitive activities. Prospective investors are
cautioned not to put undue reliance on forward-looking statements.

THE OFFERING

SECURITIES OFFERED............ $100,000,000 aggregate principal amount of
% Senior Notes due , 2008 (the
"Notes").

INTEREST PAYMENT DATES........ and of each year,
commencing , 1998.

REDEMPTION.................... The Notes will be redeemable, in whole or in
part, at any time at the option of Hussmann
International at a redemption price equal to
the greater of (i) 100% of the principal amount
of such Notes or (ii) as determined by the
Quotation Agent (as defined herein), the sum of
the present values of the remaining scheduled
payments of principal and interest discounted
to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate
(as defined herein), plus, in each case,
accrued but unpaid interest to the date of
redemption.

SINKING FUND.................. None.

RANKING....................... The Notes will be unsecured and unsubordinated
obligations of Hussmann International and will
rank equally and ratably with all other
unsecured and unsubordinated indebtedness of
Hussmann International. At March 31, 1998,
Hussmann had outstanding approximately $265.1
million of short-term and long-term
indebtedness on a consolidated basis, including
$244.0 million borrowed by Hussmann Corporation
and guaranteed by Hussmann International under
the five-year unsecured revolving credit
facility entered into by Hussmann International
and Hussmann Corporation in January 1998 (the
"Credit Facility"). The parties to the Credit

S-3
<PAGE> 5

Facility entered into an amendment to the
Credit Facility effective May 29, 1998.
Pursuant to such amendment, all of the
outstanding debt of Hussmann Corporation will
be assumed by Hussmann International and
Hussmann Corporation will no longer be a
borrower or a guarantor under the Credit
Facility. At March 31, 1998, after giving
effect to the offering of the Notes hereby (the
"Offering"), the intended application of the
anticipated net proceeds thereof as described
under "Use of Proceeds" and the amendment of
the Credit Facility, Hussmann would have had
outstanding approximately $266.1 million of
indebtedness on a consolidated basis, $21.1
million of which would be structurally senior
to the Notes.

RESTRICTIVE COVENANTS......... The indenture governing the Notes contains
certain covenants that limit the ability of
Hussmann International to (i) grant liens, (ii)
enter into sale and lease-back transactions and
(iii) merge, consolidate or transfer all of its
assets to another person. Certain of the
subsidiaries of Hussmann International are also
subject to the limitations described in clauses
(i) and (ii). See "Description of Securities"
in the Prospectus.

USE OF PROCEEDS............... Hussmann intends to use the net proceeds of the
Offering, estimated to be approximately $99.0
million, to repay borrowings incurred under the
Credit Facility in connection with the
Distribution (as defined herein).

S-4
<PAGE> 6

THE COMPANY

Hussmann is a leading manufacturer of food store refrigeration equipment
and commercial refrigeration products. Hussmann sells, installs and services
these products for the world's commercial food industry. Products include
refrigerated and non-refrigerated display merchandisers, refrigeration systems,
beverage coolers, air handlers, condensers, coils and walk-in storage coolers
and freezers. Hussmann utilizes advanced technology to create energy efficient
products that are designed to provide low life-cycle costs. Hussmann's wide
product line features high quality products intended to meet the needs of a
broad range of customers.

Hussmann's 1997 sales of approximately $1.1 billion included approximately
$530 million from the sale of display merchandisers, approximately $165 million
from refrigeration systems, approximately $260 million from installation and
service and approximately $140 million from the sale of other products,
including beverage coolers. For further information about Hussmann's historical
results of operations, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

Hussmann operates in three geographic segments, the U.S. and Canada, the
United Kingdom and Other International, which includes Mexico, Latin America,
Asia Pacific, continental Europe and the Middle East. Hussmann's 1997 sales,
before elimination of sales between geographic areas, included $895 million from
U.S. and Canada operations, $124 million from U.K. operations and $134 million
from Other International operations.

Hussmann International was incorporated under the laws of the State of
Delaware on August 29, 1997. At the time of its incorporation, Hussmann
International was a wholly-owned subsidiary of Whitman Corporation, a Delaware
corporation ("Whitman").

On January 30, 1998 (the "Distribution Date"), Whitman distributed (the
"Distribution") all of the issued and outstanding shares of common stock, par
value $.001 per share, of Hussmann International (the "Common Stock") to the
shareholders of record of Whitman's common stock as of January 16, 1998. The
Distribution was made pursuant to the terms of a Distribution and Indemnity
Agreement (the "Distribution Agreement") dated as of December 31, 1997 by and
among Whitman, Hussmann International and Hussmann Corporation, a Missouri
corporation ("Hussmann Corporation") and wholly-owned subsidiary of Hussmann
International.

Hussmann Corporation is the successor to the business started by Harry L.
Hussmann in 1906 which sold butchers supplies. Hussmann introduced the first
meat display case in 1917 and the first frozen food case for Clarence Birdseye
in 1933. Hussmann's principal executive offices are located at 12999 St. Charles
Rock Road, Bridgeton, Missouri 63044 and its telephone number is (314) 291-2000.

RECENT DEVELOPMENTS

On April 21, 1998, Hussmann announced that it had re-established its
relationship with The Coca-Cola Company as a supplier of refrigerated beverage
coolers in Mexico and Latin America. Hussmann will now be allowed to compete
with others for beverage cooler contracts with The Coca-Cola Company and its
affiliated bottling companies after a two-year hiatus. In 1996, The Coca-Cola
Company and its affiliates in Mexico and Latin America discontinued purchasing
Hussmann beverage coolers as a result of Hussmann's association with Pepsi-Cola
General Bottlers, Inc. (both were subsidiaries of Whitman prior to the
Distribution). Prior to 1996, Hussmann was the leading supplier of beverage
coolers to bottlers of Coca-Cola in Mexico. In order to meet the demand for soft
drinks and other bottled beverages throughout Mexico and Latin America, Hussmann
International's Board of Directors approved a $6.0 million capital project to
equip a new facility in Toluca, Mexico to produce primarily beverage coolers for
sale in Mexico and emerging Latin American markets and other refrigeration
equipment. Hussmann expects construction of the plant to be completed in the
fourth quarter of 1998, and production to begin in 1999.

S-5
<PAGE> 7

For the first quarter ended March 31, 1998, Hussmann reported pro forma
sales and revenues of $245.9 million and pro forma net income of $5.0 million,
compared to $223.9 million and $4.3 million for the same quarter last year. The
results represent a 9.8% increase in pro forma sales and revenues and a 16.3%
increase in pro forma net income. On an actual basis, for the first quarter of
1998, Hussmann reported sales and revenues of $245.9 million and net income of
$4.2 million, compared to sales and revenues of $198.6 million and a net loss of
$0.7 million for the same quarter in 1997. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

S-6
<PAGE> 8

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following table presents selected historical and pro forma financial
information of Hussmann. The historical financial information is presented on a
combined basis for all periods other than as of and for the three months ended
March 31, 1998, which is presented on a consolidated basis. The combined
operating results data set forth below for each of the years ended December 31,
1997, 1996 and 1995 and the combined balance sheet data as of December 31, 1997
and 1996 are derived from, and are qualified by reference to, the audited
combined financial statements of Hussmann included in this Prospectus
Supplement, and should be read in conjunction with those financial statements
and notes thereto. The combined operating results data for the year ended
December 31, 1994 and the combined balance sheet data as of December 31, 1995
are derived from audited combined financial statements of Hussmann not included
herein. The combined operating results data for the year ended December 31, 1993
and the combined balance sheet data as of December 31, 1994 and 1993 are derived
from unaudited combined financial statements of Hussmann not included herein.
The combined balance sheet data as of March 31, 1997 are derived from unaudited
combined financial statements of Hussmann not included herein. The consolidated
operating results data for the three-month period ended March 31, 1998, the
combined operating results data for the three-month period ended March 31, 1997,
and the consolidated balance sheet data as of March 31, 1998 are derived from,
and are qualified by reference to, the unaudited interim financial statements of
Hussmann included in this Prospectus Supplement, and should be read in
conjunction with those financial statements and the notes thereto. In the
opinion of management, the unaudited interim financial statements as of and for
the three months ended March 31, 1998 and 1997 include all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the information set forth therein.

The 1997 operating results of Hussmann were impacted by the restructuring
of certain operations and other non-recurring charges. The unaudited pro forma
consolidated operating results data of Hussmann for the three months ended March
31, 1998 and the unaudited pro forma combined operating results data for the
year ended December 31, 1997 present pro forma operating results of Hussmann,
excluding the impact of the restructuring and other non-recurring charges and
assuming that the Distribution, including the borrowing incurred under the
Credit Facility in connection with the Distribution, had been completed as of
the beginning of 1997, and include all material adjustments necessary to restate
Hussmann's historical results.

The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical financial statements of Hussmann and the notes
thereto included in this Prospectus Supplement. The financial information
presented below may not necessarily reflect future results of operations or
financial position of Hussmann or what the results of operations or financial
position of Hussmann would actually have been had Hussmann operated as an
independent company at all times during the periods shown. In addition, the
results of operations for the three-month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998.

S-7
<PAGE> 9

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
-------------------------- ---------------------------------------------------------
1998 1997
PRO PRO
FORMA(A) 1998 1997 FORMA(A) 1997 1996 1995 1994 1993
-------- ------ ------ -------- -------- -------- ------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
COMBINED/CONSOLIDATED OPERATING
RESULTS DATA:
Sales and revenues.............. $245.9 $245.9 $198.6 $1,096.2 $1,096.2 $1,005.7 $921.7 $859.5 $846.5
Operating income(b)............. 11.2 11.2 9.6 94.8 43.0 93.8 78.7 82.5 83.6
Whitman charges................. -- (1.5) (7.1) -- (28.4) (26.7) (28.6) (28.3) (33.6)
Income (loss) from continuing
operations(b)................. 5.0 4.2 (0.7) 51.9 (12.8) 34.1 23.9 23.6 23.0
Net income (loss)(c)............ 5.0 4.2 (0.7) 51.9 (12.8) 34.1 23.9 23.6 10.8
COMBINED/CONSOLIDATED BALANCE
SHEET DATA (AT END OF PERIOD):
Total assets.................... $600.2 $600.2 $577.4 $ 626.7 $ 613.5 $ 611.4 $547.4 $503.6 $490.4
Loans and advances from
Whitman....................... -- -- 217.4 -- 173.8 211.4 186.9 150.6 134.4
Long-term debt.................. 246.6 246.6 -- 240.0 -- -- -- -- --
Total shareholders' equity...... 142.1 142.1 189.4 139.1 186.6 192.6 161.1 173.2 164.2
OTHER DATA:
EBITDA, as adjusted(d).......... $ 17.2 $ 17.2 $ 15.1 $ 117.2 $ 121.7 $ 114.0 $ 98.3 $ 99.8 $100.0
EBITDA, as adjusted, as a
percent of sales and
revenues...................... 7.0% 7.0% 7.6% 10.7% 11.1% 11.3% 10.7% 11.6% 11.8%
Ratio of EBITDA, as adjusted, to
net interest expense.......... 4.8x 5.1x 3.7x 8.5x 7.1x 7.2x 7.5x 8.5x 18.5x
Ratio of earnings to fixed
charges....................... 2.4x 2.2x 0.7x 5.2x 0.8x 3.4x 2.9x 3.2x 4.4x
COMBINED/CONSOLIDATED CASH FLOWS
PROVIDED BY (USED IN):
Operating activities............ -- $(30.9) $ (3.9) -- $ 76.3 $ 26.1 $ (4.0) $ 9.3 $ 7.8
Investing activities............ -- (6.6) (15.9) -- (63.0) (27.3) (36.7) (32.6) (17.2)
Financing activities............ -- 37.2 6.9 -- (21.5) 14.3 32.9 4.3 7.6
</TABLE>

- ------------
(a) The 1998 and 1997 unaudited pro forma operating results present pro forma
operating results of Hussmann, excluding the impact of the restructuring and
other non-recurring charges and assuming the Distribution, including the
borrowing incurred under the Credit Facility in connection with the
Distribution, had been completed as of the beginning of 1997. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

(b) Included in the year ended December 31, 1997 are the non-recurring charges
of $56.3 million ($47.0 million after taxes).

(c) Included in the year ended December 31, 1993 is the cumulative effect of a
change in accounting for post-retirement benefits, which reduced net income
by $10.5 million on an after-tax basis. Included in the year ended December
31, 1993 are the after-tax losses on disposition of discontinued operations,
which amounted to $1.7 million.

(d) EBITDA is defined as operating income before non-recurring charges plus
depreciation and amortization and is generally accepted as providing useful
information regarding a company's financial performance. EBITDA should not
be considered an alternative to net income, an indicator of Hussmann's
operating performance, or an alternative to Hussmann's cash flows from
operating activities, a measure of liquidity. The calculation of EBITDA for
1997 excludes the effects of non-recurring charges and restructuring related
inventory write-downs. See "The Company -- Market Overview."

S-8
<PAGE> 10

THE COMPANY

Hussmann International was incorporated under the laws of the State of
Delaware on August 29, 1997. At the time of its incorporation, Hussmann
International was a wholly-owned subsidiary of Whitman.

On January 30, 1998, Whitman distributed all of the issued and outstanding
shares of Common Stock of Hussmann International to the shareholders of record
of Whitman's common stock as of January 16, 1998. The Distribution was made
pursuant to the terms of the Distribution Agreement dated as of December 31,
1997 by and among Whitman, Hussmann International and Hussmann Corporation.

MARKET OVERVIEW

In the U.S. and Canada, Hussmann sells its products primarily to
supermarkets and convenience stores, including both national chains and local
retailers. Since 1995, supermarkets and convenience stores have accelerated
their expansion by remodeling their facilities and modernizing their equipment.
Changes have also resulted from growth in the number of dual wage-earner
families who demand more convenience in food preparation. Supermarkets and
convenience stores have also begun to focus on higher margin products, such as
prepared foods, which require more refrigerated or heated display merchandising
space.

In addition to the expansion by supermarkets and convenience stores, the
retail food service market, which includes outlets such as Eatzi's, On the
Border and Macaroni Grill, divisions of Brinker International, and other smaller
outlets such as Greenhouse and Koo Koo Roo's, is now one of the fastest growing
parts of the commercial food industry in the U.S. This growth is attributable to
the same factors driving supermarkets and convenience stores to sell more
prepared foods. Another growing market within the commercial food industry is
commercial/industrial refrigeration, including processing, produce ripening and
cold storage warehousing facilities.

In February 1998, the Board of Directors of Hussmann International approved
a plan to expand production capacity of refrigerated display cases at its
Bridgeton, Missouri plant by 20% and consolidate the production of refrigeration
systems from five to two North American manufacturing locations. The
reconfiguration of the Bridgeton plant and realignment of refrigeration
production will require $12.6 million of capital investment designed to produce
annual savings of approximately $2.8 million. Part of the Bridgeton
refrigeration production will be moved to a new 360,000 square foot plant under
construction in Atlanta, Georgia, and part of the refrigeration production will
be moved to an existing facility in Chino, California. The

S-9
<PAGE> 11

Atlanta plant is scheduled to open during the third quarter of 1998; Bridgeton
refrigeration production is scheduled to close during the fourth quarter of
1998; and the new Bridgeton refrigerated display case line is scheduled to begin
production during the second or third quarter of 1999.

The international market represents a significant long-term growth
opportunity as countries develop their infrastructure as well as their food
distribution and preservation needs. Many countries are also experiencing
economic growth, creating demand for more technologically advanced products.
Finally, in Mexico and Latin America, local retailers are expanding and
remodeling their stores as a result of competition from U.S. and European chains
that are entering these markets. In order to meet the demand for soft drinks and
other bottled beverages throughout Mexico and Latin America, Hussmann
International's Board of Directors approved a $6.0 million capital project to
equip a new facility in Toluca, Mexico to produce primarily beverage coolers and
other refrigeration equipment for sale in Mexico and emerging Latin American
markets. Hussmann expects construction of the plant to be completed in the
fourth quarter of 1998, and production to begin in 1999.

Since 1995, Hussmann has experienced declining sales in the U.K. In 1997,
Hussmann's operating loss in the U.K. was $55.4 million. In the second half of
1997, Hussmann recorded charges totaling $56.3 million related to the
recognition of goodwill impairment, the closure of certain sales and service
branches in the U.K., and the restructuring of its U.K. operations and
consolidation of certain operations in North America. Of the total, $30.7
million ($29.6 million on an after-tax basis) principally related to the
recognition of goodwill impairment and the closure of sales and service branches
in the U.K. The remaining portion of the charges related to management's
decision during the fourth quarter of 1997 to restructure its U.K. operations.
The restructuring plan included closing a manufacturing facility in Glasgow,
Scotland and the consolidation of two other manufacturing facilities in Milton
Keynes, England. Additionally, it included the consolidation of certain North
American operations as described above. These actions resulted in the
elimination of approximately 320 jobs, primarily in the U.K. The total costs
were approximately $25.6 million (approximately $17.4 million on an after-tax
basis), which included $12.6 million for the write-down of inventory and
equipment, $10.9 million in severance and termination benefits and $2.1 million
for lease termination and other closing costs. The restructuring is scheduled to
be completed by the end of June 1998 and is expected to result in lower employee
costs and improved manufacturing productivity. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

STRATEGY

Hussmann's business strategy is to maintain and improve its position as a
leader in the mature markets in which it competes while expanding its presence
in the food service market and evolving international markets.

Sales Growth. In the U.S. and Canada, Hussmann is seeking to improve its
sales to those customers which it has historically served in the commercial food
industry while increasing sales to higher growth areas of the food service
market. Hussmann plans to achieve these goals by (i) continuing to develop
proprietary products, such as the Impact line and the Protocol refrigeration
system (described below under "Products"), in order to differentiate Hussmann
from its competitors, (ii) expanding into the food service market by leveraging
its existing technological and manufacturing expertise and (iii) pursuing
strategic acquisitions to broaden its service and distribution network and
manufacturing capabilities.

International Expansion. Hussmann seeks to participate in the growth of
developing regions throughout the world by further strengthening a manufacturing
and distribution presence in these regions. In order to serve more effectively
these regions and follow the globalization of its customer base, Hussmann is
investing in manufacturing facilities that have the technology to produce
specific products tailored to local customer demand. Hussmann expects to
increase its global competitiveness by locating manufacturing facilities in
various regions throughout the world. Approximately 33% of Hussmann's 1997 sales
and revenues were to customers outside of the U.S.

Increased Capacity. The commercial food industry in the U.S. has
experienced significant growth since the beginning of 1995. As a result,
Hussmann's plants operated at full capacity during the third and fourth quarters
of 1995, 1996 and 1997. In order to capitalize on the industry's growth while
providing timely delivery to existing customers, Hussmann has announced plans
(described above under "Market Overview") to
S-10
<PAGE> 12

expand production capacity of refrigerated display cases at its Bridgeton,
Missouri plant by 20%, consolidate the production of refrigeration systems from
five to two plants located in Atlanta, Georgia and Chino, California and equip a
new facility in Toluca, Mexico to produce primarily beverage coolers for sale in
Mexico and emerging Latin American markets and other refrigeration equipment.
See "Properties."

Cost Reduction. Hussmann has implemented aggressive cost and expense
containment programs, including rationalizing similar manufacturing operations,
instituting centralized purchasing of frequently used components, consolidating
engineering efforts and striving to keep selling, general and administrative and
fixed costs constant through the year 2000.

PRODUCTS

Hussmann products include refrigerated and non-refrigerated display
merchandisers, refrigeration systems, beverage coolers, air handlers,
condensers, coils and walk-in storage coolers and freezers. Hussmann utilizes
advanced technology to create energy efficient products that are designed to
provide low life-cycle costs. Hussmann's wide product line features high quality
products intended to meet the needs of a broad range of customers. All of
Hussmann's products are certified to relevant national or international industry
standards, as appropriate, by independent laboratories.

Merchandisers. Refrigerated display merchandisers preserve perishable food
products while allowing attractive display and accessibility to the consumer.
Display merchandisers are used to display refrigerated and frozen products in
supermarkets, convenience stores, food service outlets and delicatessens. These
merchandisers are either self-contained or linked to a remote refrigeration
system through a system of pipes. Hussmann's display merchandisers can be
customized to display a variety of items.

Hussmann's current standard product line of merchandisers, the Impact line,
was introduced in 1995. Hussmann has positioned Impact as a global merchandising
platform. Before the introduction of the Impact line, Hussmann's operating units
offered region-specific merchandising product lines. Hussmann's operations in
the U.S., Mexico and China have completed the transition to the Impact line.
Hussmann anticipates that its operations in Latin America and the U.K. will
complete the transition to the Impact line during 1998.

The Impact platform was designed with new technological features,
manufacturing efficiencies and global markets in mind. Impact products utilize
many common parts, and each merchandiser is designed to be dismantled and
shipped in pieces so as to address more economically and efficiently export
shipment costs as well as remote case assembly opportunities. The Impact line of
merchandisers also includes cases that are not product specific, enabling stores
to display fresh meat, bulk produce and other products in the same merchandiser
by changing display accessories. Impact merchandisers offer lower energy,
maintenance and refrigeration costs, while featuring advanced styling and
merchandising capabilities.

Hussmann is also a leader in providing customized refrigerated display
merchandisers and accessories which complement its standard lines. The demand
for these merchandisers has increased with the growth of specialty sections in
supermarkets that require custom designed attractive merchandisers that
highlight the displayed products. These higher margin, specialized merchandisers
represent an expanding market where Hussmann can capitalize on its leadership
position and extensive branch network for selling, installing and servicing
products. Hussmann merchandisers can be refrigerated, non-refrigerated, heated
and color coordinated to store specifications. Hussmann is the only manufacturer
with extensive custom capabilities throughout the U.S. and Canada. Hussmann's
Chino, California and Brantford, Ontario plants are the largest custom
merchandiser manufacturers in North America.

Refrigeration Systems. Hussmann is a technological leader in centralized
refrigeration systems. These systems, which include multi-compressors, automatic
flow control systems and electronic controls, are generally located in the
store's back room, away from the display and merchandising areas. They are built
to customer specifications and vary by number of compressors, refrigerant type
and need for satellite units.

In 1993, Hussmann introduced the Protocol refrigeration system. The
Protocol system utilizes compact, multiple scroll compressor refrigeration units
enclosed in attractive housings. Unlike back room systems, individual Protocol
units are located either in or, more often, very near the sales areas, close to
the refrigerated
S-11
<PAGE> 13

display cases. Protocol units use minimal floor space and eliminate the need for
a refrigeration back room and related construction costs. Protocol is a
chlorofluorocarbon and hydrochlorofluorocarbon free system, which uses up to 50%
less refrigerant and reduces the amount of piping and brazed joints, which
lessens the likelihood of refrigerant leaks.

Other Products. Hussmann manufactures numerous other products for use in
the commercial food industry. These products include a line of coolers for the
beverage industry sold primarily in Mexico and Latin America. In addition,
Hussmann manufactures air handlers, condensers and coils for the commercial/
industrial refrigeration market. Hussmann also manufactures and installs walk-in
storage coolers and freezers that are used for bulk storage and storage for
non-display items. These are typically found in the back rooms of supermarkets
and convenience stores and other commercial sites, such as hotel and cafeteria
kitchens, and are filled with items that require refrigeration prior to sales
area display. Hussmann's other products also include self-contained
refrigeration equipment utilized in convenience stores.

PRODUCT DEVELOPMENT AND PROPRIETARY INFORMATION

Hussmann strives to be the technology leader in food merchandising
equipment and commercial refrigeration. Hussmann believes that technological
development is an important factor in its ability to maintain its market
leadership position. Hussmann's research and product development strategy is to
centralize the development of new products for global application. Two global
design centers, located in Bridgeton, Missouri and Mexico City, Mexico, have
responsibility for creating new products with a focus on global design for
specific technologies and product lines. The goal of the design centers is to
achieve more commonality of components and modularity in Hussmann's product
lines. The centers share technologies and product designs. The Impact
merchandiser platform reflects Hussmann's global design approach.

The corporate design center, located in Bridgeton, is responsible for
technology development and new supermarket display cases platforms as well as
global manufacturing support. The corporate design center, which Hussmann
believes to be unique in the industry, includes nine ambient-controlled display
case test rooms, four ambient-controlled psychrometric test rooms, one
ambient-controlled test chamber, all with dedicated computer based data
acquisition systems, a "mini-factory" model shop, materials testing laboratory,
reverberate sound test room, transit and vibration test area, rain test chamber
and solid modeling design workstations. The corporate design center allows
Hussmann to work closely with chemical companies and compressor, valve and
controls manufacturers to create new generations of cases and systems. In
addition to the corporate design center, Hussmann has a global design center
located in Mexico City which is responsible for entry level products such as
beverage coolers and spot merchandisers.

Hussmann's research and development efforts are staffed by approximately
130 engineers, designers, laboratory technicians and model makers, of which
approximately 55 are at the corporate design center. During 1997, Hussmann spent
approximately $5.6 million on research and development, of which $3.6 million
was devoted to the corporate design center. Research and development
expenditures during 1998 are expected to be consistent with 1997.

Hussmann holds patents registered in the U.S. and foreign countries for
various products. Hussmann believes that, although its patents relating to the
Impact platform and Protocol refrigeration systems are important in maintaining
its competitive and marketing advantages, no individual patent is material to
its financial condition or results of operations. Hussmann also holds various
trademarks, trade names and copyrights, none of which, other than the Hussmann
name, is considered by Hussmann to be material to its financial condition or
results of operations.

MANUFACTURING OPERATIONS

Hussmann has 10 manufacturing plants in the U.S. and Canada, each of which
is devoted to the manufacture of certain lines of Hussmann products. Hussmann
believes that efficiency and quality are increased by concentrating the
manufacture of its different product lines at separate plants. See "Properties."

S-12
<PAGE> 14

In Mexico, Hussmann has manufacturing plants in Mexico City and Monterrey
primarily serving the supermarket and beverage industries, and is equipping a
new facility in Toluca. During 1995, Hussmann expanded its operations in South
America with an acquisition of a 75% interest in Refrigeracion Frio-Lux S.A.I.
("Frio-Lux") in Chile, a manufacturer of self-contained refrigerated display
merchandisers and walk-in storage coolers and freezers. Hussmann purchased the
remaining 25% of Frio-Lux in 1997. In January 1997, Hussmann acquired a 70%
interest in Hussmann Fast Frio do Brasil, Ltda. ("Fast Frio"), a Brazilian
supermarket equipment manufacturer. In November 1997, Hussmann acquired 100% of
Industrias Gilvert in Mexico City, a manufacturer of commercial and industrial
refrigeration products.

Hussmann has a manufacturing plant in Milton Keynes, England that makes
refrigerated display merchandisers and a plant in Glasgow, Scotland that makes
refrigeration systems. Hussmann sells the products manufactured at these plants
primarily in the U.K.

In Asia Pacific, Hussmann has a 55% interest in Luoyang Hussmann
Refrigeration Co. Ltd. ("Luoyang Refrigeration"), a leading producer of
refrigeration systems and display merchandisers in China. Hussmann opened a new
factory in Luoyang in 1996, and began to produce Hussmann-designed products,
including the Impact line of merchandisers.

Most of Hussmann's component purchases are for standard, readily available
materials such as carbon steel, compressors and electrical components. Such
components are available from multiple suppliers, and Hussmann has not
experienced any significant shortages. Hussmann generally does not enter into
long-term supply contracts. Hussmann also purchases custom components produced
to its specifications. Although an interruption in the supply of a custom
component may cause a short-term disruption to operations, Hussmann has
alternative supply plans to mitigate any long-term effects. Hussmann believes it
enjoys good relationships with its suppliers of both standard and custom
components.

SALES AND MARKETING

In the U.S., Canada, Mexico and the U.K., Hussmann sells, installs and
services products primarily through its network of approximately 35 branch
facilities. In addition to these company-operated facilities, Hussmann works
with approximately 20 independent distributors in the U.S. and Canada. It has
also entered into a joint venture with Global TH, a Hungarian manufacturer, for
the marketing of Hussmann products in Hungary. Through this network and the
Hussmann Total Service Program, Hussmann seeks to promote strong customer
loyalty and strengthen its reputation for quality and reliability. The Total
Service Program encompasses Hussmann's ability to provide store design, engineer
a broad range of standard and customized equipment, and provide installation and
service capabilities to its customers.

Hussmann has also entered into agreements throughout the U.S. with
manufacturers' representatives specializing in the food service market. Hussmann
believes that these relationships will enable it to increase more effectively
its sales in this growing market.

In Latin America, Hussmann sells through a network of approximately 20
independent distributors in those countries where it has no direct investment.
Hussmann has agreements with distributors in Argentina, Colombia, El Salvador,
Venezuela, Ecuador, Guatemala, Costa Rica and Puerto Rico. Hussmann has its own
distribution network in Chile, Brazil and Peru. In Southeast Asia, Hussmann has
a 50% owned joint venture with a distributor in Singapore that sells, installs
and services Hussmann products throughout the southern Pacific Rim. Hussmann has
agreements with distributors in Korea, Taiwan, Thailand, New Zealand, French
Polynesia and Guam.

Hussmann's pricing is usually on a competitive bid basis. Hussmann submits
individual store bids, multi-store package bids and annual contract bids. There
is standard pricing for some items such as service parts and also for wholesale
sales.

COMPETITION

In general, the markets in which Hussmann participates are highly
competitive, with competition primarily based on price, features, quality,
technology and energy conservation. Hussmann's competitors vary
S-13
<PAGE> 15

according to product and geographic area, and include companies that manufacture
a variety of products for the commercial food industry and those that specialize
in a particular product. Hussmann faces competition from a limited number of
large competitors in the supermarket and convenience store markets in the U.S.
and Canada. These competitors include Kysor-Warren (Scotsman Industries, Inc.),
Tyler Refrigeration Corporation (United Technologies Corporation) and Hill
Phoenix, Inc. (Dover Corporation) in supermarkets and Universal Nolin/Kelvinator
(Electrolux AB), Master-Bilt Products, and Federal (Standex International
Corporation) in convenience stores. Competition in the U.S. and Canada in
refrigeration systems, walk-in storage coolers and freezers and other Hussmann
products is more fragmented, with Hussmann facing competition from a number of
regional manufacturers.

In Mexico, Latin America and Europe, Hussmann faces competition from large
European manufacturers, such as Costan (EL. FI Elettrofinanziara S.P.A.), Linde
and Zanussi (Electrolux AB) as well as smaller local manufacturers. In Asia
Pacific, Hussmann is in competition with local manufacturers, large European
manufacturers and Japanese manufacturers, such as Sanyo and Nakano.

CUSTOMERS

No single customer accounted for more than 5% of Hussmann's sales during
any of the last three fiscal years. Hussmann's largest customers are
supermarkets in the U.S. and include 19 of the top 20 chains. The U.S. customer
base is composed of approximately 13,000 independent and 18,000 chain-owned
supermarkets, plus over 52,000 other grocery stores. In recent years,
approximately 4,000 stores purchased refrigeration equipment annually for either
new store openings or remodelings. Historically, Hussmann's supermarket business
has been divided approximately equally between new store activity and the
remodeling of existing stores.

BACKLOG AND SEASONALITY

The dollar amount of firm backlog at March 31, 1998 was approximately $220
million, compared with approximately $160 million at March 31, 1997.
Substantially all such backlog will be shipped by June 1998.

Hussmann experiences the greatest demand for its products in the third and
fourth quarters of the year, with approximately 59% of annual sales occurring
during that period in 1997 and 1996. This demand results from customers'
seasonal construction cycles and desire to complete stores prior to the year-end
holiday season. On average, during the five year period ending 1997, 65% of
operating income was generated in the third and fourth quarters.

REGULATORY COMPLIANCE

Hussmann is subject to numerous federal, state and local laws and
regulations designed to protect the environment. In addition to environmental
laws, Hussmann is subject to the Federal Occupational Safety and Health Act and
other laws regulating safety and health. Hussmann maintains a program to
facilitate compliance with these laws, the capital costs of which are not
material to its financial condition or results of operations.

Hussmann is contractually obligated through 2004 to indemnify the current
owners of a previously sold operation for the costs to perform certain remedial
and monitoring activities. These activities are identified and outlined in a
Consent Order signed by Hussmann and the Missouri Department of Natural
Resources. Hussmann believes it has set aside sufficient reserves to meet these
obligations.

Hussmann has been named as a potentially responsible party under superfund
legislation at three sites. One site is a community landfill and the other two
sites are treatment, storage and disposal facilities used by Hussmann to handle
industrial waste. Hussmann is not currently utilizing any of these sites and
believes any liability it may ultimately incur at such sites would not have a
material adverse effect on its financial condition or results of operations.

S-14
<PAGE> 16

EMPLOYEES

At March 31, 1998, Hussmann had approximately 8,300 employees, including
approximately 5,700 covered by collective bargaining agreements. Labor contracts
with respect to approximately 1,350 and 1,200 employees expire in 1998 and 1999,
respectively. Labor contracts with respect to approximately 2,200 employees,
including approximately 1,300 employees at Hussmann's Bridgeton facility, expire
in the year 2000. Hussmann considers its relationships with employees to be
generally satisfactory.

PROPERTIES

The following table sets forth certain information with respect to
Hussmann's manufacturing facilities, all of which are owned by Hussmann except
as noted below. In addition to the properties listed below, Hussmann has begun
construction of a 360,000 square foot plant located in Atlanta, Georgia that
will manufacture refrigeration systems.

<TABLE>
<CAPTION>
APPROXIMATE
LOCATION SQUARE FOOTAGE PRIMARY PRODUCTS MANUFACTURED
-------- -------------- -----------------------------------------------
<S> <C> <C>
Bridgeton, Missouri(1)............... 1,600,000 Refrigerated display merchandisers and
refrigeration systems
Montgomery, Alabama(2)............... 157,000 Walk-in storage coolers and freezers
Chino, California(2)................. 400,000 Custom display merchandisers and refrigeration
systems
Aurora, Colorado(2).................. 79,000 Bakery merchandisers and floral displays
Norcross, Georgia(2)................. 85,000 Refrigeration systems and air handlers
Addison, Illinois.................... 208,000 Evaporators, condensers and coils
Gloversville, New York............... 150,000 Self-contained refrigerated display
merchandisers
Seattle, Washington(2)............... 80,000 Walk-in storage coolers and freezers
Brantford, Ontario................... 385,000 Custom display merchandisers and refrigeration
systems
St. Hubert, Quebec................... 180,000 Evaporators, condensers, air handlers and coils
Milton Keynes, England............... 80,000 Custom display merchandisers
Mexico City, Mexico.................. 100,000 Evaporators, condensers and coils
Mexico City, Mexico.................. 280,000 Beverage coolers and refrigerated display
merchandisers
Monterrey, Mexico.................... 235,000 Beverage coolers, refrigerated display
merchandisers and walk-in storage coolers and
freezers
Santiago, Chile...................... 70,000 Self-contained refrigerated display
merchandisers and walk-in storage coolers and
freezers
Londrina, Brazil(3).................. 170,000 Refrigerated display merchandisers, shelving,
check-out stands and refrigeration systems
Luoyang, China(3).................... 230,000 Refrigerated display merchandisers and
refrigeration systems
</TABLE>

- ------------
(1) Hussmann world headquarters and corporate offices.

(2) Leased.

(3) Owned with a joint venture partner.

LEGAL PROCEEDINGS

Hussmann has contingent liabilities arising from various pending claims and
litigation on a number of matters. While the amount of liability that may result
from these matters cannot be determined, in the opinion of Hussmann's counsel,
the ultimate liability will not materially affect the financial condition or
results of operations of Hussmann.
S-15
<PAGE> 17

USE OF PROCEEDS

Hussmann intends to use the net proceeds from the sale of the Notes to
repay borrowings under the Credit Facility incurred by Hussmann Corporation in
connection with the Distribution and assumed by Hussmann International effective
May 29, 1998. These borrowings were used by Hussmann Corporation to repay all
intercompany loans and advances from Whitman of $157.9 million, to pay a cash
dividend to Whitman of $82.1 million and for working capital purposes. As of
March 31, 1998, $244.0 million was outstanding under the Credit Facility, which
expires January 2003. These borrowings currently bear interest at a rate of
approximately 6.0% per annum.

CAPITALIZATION

The following table sets forth the consolidated capitalization of Hussmann
at March 31, 1998, and as adjusted to give effect to the Offering and the
application of the anticipated net proceeds therefrom.

<TABLE>
<CAPTION>
MARCH 31, 1998
----------------------
ACTUAL AS ADJUSTED
------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Cash and cash equivalents.................................. $ 37.9 $ 37.9
====== ======
Short-term debt............................................ $ 18.5 $ 18.5
====== ======
Long-term debt:
Credit Facility.......................................... $244.0 $145.0
Other long-term debt..................................... 2.6 2.6
% Senior Notes due 2008............................. -- 100.0
------ ------
Total long-term debt............................. 246.6 247.6
Shareholders' equity:
Common stock............................................. 0.1 0.1
Additional paid-in capital............................... 87.2 87.2
Retained earnings........................................ 110.1 110.1
Cumulative translation adjustment........................ (55.3) (55.3)
------ ------
Total shareholders' equity.......................... 142.1 142.1
------ ------
Total capitalization............................. $388.7 $389.7
====== ======
</TABLE>

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<PAGE> 18

RATIOS OF EARNINGS TO FIXED CHARGES

The ratios of earnings to fixed charges for Hussmann is set forth below for
the periods indicated.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------------- -------------------------------------------------------
1998 1997
PRO PRO
FORMA 1998 1997 FORMA 1997 1996 1995 1994 1993
----- ---- ---- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1)........................... 2.4x(2) 2.2x 0.7x(3) 5.2x(2) 0.8x(3) 3.4x 2.9x 3.2x 4.4x
</TABLE>

- ------------
(1) The ratio of earnings to fixed charges for Hussmann is defined as income
(loss) before income tax expense from continuing operations, plus fixed
charges, less minority interest in income of majority-owned subsidiaries,
divided by fixed charges. Fixed charges are defined as interest expense plus
that portion of rent expense which reflects interest.

(2) The pro forma ratios of earnings to fixed charges for the three months ended
March 31, 1998 and the year ended December 31, 1997 exclude the impact of
the restructuring and other non-recurring charges and assume that the
transactions contemplated by the Distribution had been completed as of the
beginning of 1997, and include all material adjustments necessary to restate
Hussmann's historical results.

(3) The March 31, 1997 and December 31, 1997 ratios of earnings to fixed charges
were less than one-to-one principally as a result of Whitman's
administrative charge of $7.1 million for the three months ended March 31,
1997 and the $56.3 million non-recurring and restructuring-related charges
for the year ended December 31, 1997. The dollar amounts of these fixed
charge coverage deficiencies were $1.6 million and $3.8 million,
respectively.

S-17
<PAGE> 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

Hussmann manufactures, sells, installs and services merchandising and
refrigeration systems for the world's commercial food industry. Products include
refrigerated and non-refrigerated display merchandisers, refrigeration systems,
beverage coolers, air handlers, condensers, coils and walk-in storage coolers
and freezers. Hussmann operates in three geographic segments, the U.S. and
Canada, the United Kingdom and Other International, which includes Mexico, Latin
America, Asia Pacific, continental Europe and the Middle East. Approximately 90%
of Hussmann's 1997 sales were generated by the U.S. and Canada and U.K.
operations.

In the U.S. and Canada, which comprised approximately 80% of Hussmann's
sales in 1997, Hussmann sells its products primarily to supermarkets and
convenience stores, including both national and local retailers. In addition,
Hussmann's sales are historically seasonal, with the greatest demand for its
products occurring in the third and fourth quarters of the year. This demand
results from customers' seasonal construction cycles and the desire to complete
stores prior to the year-end holiday season. Approximately 2% of Hussmann's
sales and revenues are generated in the Asia Pacific region. The recent currency
volatility in the region did not materially affect Hussmann's operating results
in 1997 and, likewise, Hussmann does not expect the volatility to have a
material affect on 1998 operating results.

In January 1998, the companies included in the combined financial
statements of Hussmann became wholly-owned subsidiaries of Hussmann
International, a subsidiary of Whitman. On January 30, 1998, Hussmann was
spun-off from Whitman and became an independent, publicly held company. The
results for the year ended December 31, 1997 and the three-month period ended
March 31, 1998 are impacted by the restructuring of certain operations and other
non-recurring charges. The following tables provide a reconciliation of what
management believes operating results for such periods would have been if
Hussmann had been an independent, publicly held company, excluding the impact of
the restructuring and other non-recurring charges and including the impact of
the borrowing under the Credit Facility. In addition, the results for the
three-month period ended March 31, 1997 have been adjusted to reflect the
results of operations through the end of the quarter. Management believes the
pro forma combined operating results for the year ended December 31, 1997, the
pro forma consolidated operating results for the three-month period ended March
31, 1998 and the pro forma combined operating results for the three-month period
ended March 31, 1997 provide a more meaningful presentation for purposes of
analyzing Hussmann's operating results.

S-18
<PAGE> 20

HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 1998
(UNAUDITED; DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA
------ ----------- ---------
<S> <C> <C> <C>
Sales and revenues.......................................... $245.9 $ -- $245.9
Cost of goods sold.......................................... 205.1 -- 205.1
------ ----- ------
Gross profit................................................ 40.8 -- 40.8
Total selling, general, administrative and amortization
expenses.................................................. 29.6 -- 29.6
------ ----- ------
Operating income............................................ 11.2 -- 11.2
Whitman charges............................................. (1.5) 1.5(a) --
Total interest expense...................................... (4.4) (0.2)(a)(b) 4.6
Other income, net........................................... 0.9 -- 0.9
------ ----- ------
Income before income tax expense and minority interest...... 6.2 1.3 7.5
Income tax expense.......................................... 2.3 0.5(c) 2.8
------ ----- ------
Net income before minority interest......................... 3.9 0.8 4.7
Minority interest........................................... 0.3 -- 0.3
------ ----- ------
Net income.................................................. $ 4.2 $ 0.8 $ 5.0
====== ===== ======
</TABLE>

- ------------
(a) To eliminate the Whitman charges and interest paid to Whitman.

(b) To record the interest expense on the funds borrowed under the Credit
Facility. For pro forma purposes, it was assumed that $240.0 million was
borrowed at an interest rate of 6.0% for the period January 1, 1998 through
the Distribution Date.

S-19
<PAGE> 21

HUSSMANN INTERNATIONAL

PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 1997
(UNAUDITED; DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
PRO FORMA
ACTUAL ADJUSTMENTS(A) PRO FORMA
------ -------------- ---------
<S> <C> <C> <C>
Sales and revenues......................................... $198.6 $25.3 $223.9
Cost of goods sold......................................... 163.7 23.4 187.1
------ ----- ------
Gross profit............................................... 34.9 1.9 36.8
Total selling, general, administrative and amortization
expenses................................................. 25.3 1.7 27.0
------ ----- ------
Operating income........................................... 9.6 0.2 9.8
Whitman charges............................................ (7.1) 7.1 --
Total interest expense..................................... (4.5) 0.6 (3.9)
Other income, net.......................................... 0.4 -- 0.4
------ ----- ------
Income (loss) before income tax expense and minority
interest................................................. (1.6) 7.9 6.3
Income tax expense (benefit)............................... (0.7) 2.9 2.2
------ ----- ------
Net income (loss) before minority interest................. (0.9) 5.0 4.1
Minority interest.......................................... 0.2 -- 0.2
------ ----- ------
Net income (loss).......................................... $ (0.7) $ 5.0 $ 4.3
====== ===== ======
</TABLE>

- ------------
(a) Historically as part of Whitman, Hussmann accounted for its results for
each quarter as of the fifteenth day of the month. As a separate,
stand-alone company, Hussmann accounts for its results using the last day
of each month. Therefore, the 1997 pro forma adjustments include the items
discussed in the 1998 pro forma consolidated statement of operations and
adjustments to reflect the results of operations through the end of the
quarter.

S-20
<PAGE> 22

HUSSMANN INTERNATIONAL

PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED; DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
Sales and revenues....................................... $1,096.2 $ -- $1,096.2
Cost of goods sold....................................... 889.5 (8.5)(a) 881.0
-------- ------ --------
Gross profit............................................. 206.7 8.5(a) 215.2
Total selling, general, administrative and amortization
expenses............................................... 115.9 4.5(b) 120.4
Non-recurring charges.................................... 47.8 (47.8)(a) --
-------- ------ --------
Operating income......................................... 43.0 51.8 94.8
-------- ------ --------
Whitman charges.......................................... (28.4) 28.4(c) --
Interest expense:
Whitman................................................ (17.3) 17.3(c) --
Other.................................................. (1.6) (14.0)(d) (15.6)
-------- ------ --------
Total interest expense................................... (18.9) 3.3 (15.6)
-------- ------ --------
Other income, net........................................ 0.9 -- 0.9
-------- ------ --------
Income (loss) before income tax expense.................. (3.4) 83.5 80.1
Income tax expense....................................... 9.4 18.8(e) 28.2
-------- ------ --------
Net income (loss)........................................ $ (12.8) $ 64.7 $ 51.9
======== ====== ========
</TABLE>

- ------------
(a) To eliminate restructuring-related inventory write-downs and non-recurring
charges.

(b) To record the estimated additional administrative expenses that would have
been incurred by Hussmann as a publicly held, independent company.

(d) To record the interest expense on the funds assumed to be borrowed under the
Credit Facility. For pro forma purposes, it was assumed that $240.0 million
was borrowed at an interest rate of approximately 6.0%.

(e) To record the income tax effect of adjustments (a), (b), (c) and (d).

S-21
<PAGE> 23

The following table summarizes what the 1997 and 1998 quarterly results of
operations would have been on a pro forma basis after reflecting the adjustments
indicated in the pro forma consolidated statement of operations for the quarter
ended March 31, 1998 on page S-19 and the pro forma combined statements of
operations for the quarter ended March 31, 1997 and the year ended December 31,
1997 on pages S-20 and S-21, respectively (in millions).

<TABLE>
<CAPTION>
1997 1998
------------------------------------------------ -------
FIRST SECOND THIRD FOURTH FULL FIRST
QUARTER QUARTER QUARTER QUARTER YEAR QUARTER
------- ------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Sales and revenues......................... $223.9 $250.6 $291.3 $330.4 $1,096.2 $245.9
Gross profit............................... 36.8 49.0 63.9 65.5 215.2 40.8
Operating income........................... 9.8 20.5 30.4 34.1 94.8 11.2
Pro forma net income....................... 4.3 10.9 17.3 19.4 51.9 5.0
</TABLE>

The pro forma 1997 quarterly financial results represent the necessary
adjustments to reflect the full year 1997 pro forma operating results on a
quarterly basis. The pro forma adjustments represent management's best estimate
of what Hussmann's results for each quarter of 1997 and the first quarter of
1998 would have been had Hussmann been an independent, publicly held company
from the beginning of 1997, excluding the impact of the restructuring and other
non-recurring charges and including the borrowing under the Credit Facility.
Additionally, historically as part of Whitman, Hussmann accounted for its
results for each quarter as of the fifteenth day of the month (e.g., the first
quarter cut-off being March 15). As a separate, stand-alone company, Hussmann
accounts for its results using the last day of each month. As a result, the pro
forma 1997 quarterly financial results reflect adjustments to conform the
historically reported results to the month-end reporting date. These adjustments
did not have a significant impact on the full year historical amounts reported.

Of the total, $30.7 million ($29.6 million on an after-tax basis)
principally related to the recognition of goodwill impairment and the closure of
sales and service branches in the U.K. The remaining portion of the charges
related to management's decision during the fourth quarter of 1997 to
restructure the U.K. operations. The restructuring plan included closing a
manufacturing facility in Glasgow, Scotland and the consolidation of two other
manufacturing facilities in Milton Keynes, England. Additionally, it included
the consolidation of certain North American operations as described below. These
actions resulted in the elimination of approximately 320 jobs, primarily in the
U.K. The total costs were approximately $25.6 million (approximately $17.4
million on an after-tax basis), which included $12.6 million for the write-down
of inventory and equipment, $10.9 million in severance and termination benefits
and $2.1 million for lease termination and other closing costs. The
restructuring is scheduled to be completed by the end of June 1998 and is
expected to result in lower employee costs and improved manufacturing
productivity.

The Board of Directors of Hussmann International approved plans to expand
production capacity of refrigerated display cases at its Bridgeton, Missouri
plant by 20%, consolidate the production of refrigeration systems from five to
two North American manufacturing locations and equip a new manufacturing
facility in Mexico. The reconfiguration of the Bridgeton plant and the
consolidation of the production of refrigeration systems will require $12.6
million of capital investment. Bridgeton's refrigeration production will be
moved to a new plant in Atlanta, Georgia and to an existing facility in Chino,
California. The Atlanta plant is scheduled to open during the third quarter of
1998; Bridgeton refrigeration production is scheduled to close during the fourth
quarter of 1998; and the new Bridgeton refrigerated display case line is
scheduled to begin production during the second or third quarter of 1999. The
new facility in Toluca, Mexico will produce primarily beverage coolers for sale
in Mexico and emerging Latin American markets and other refrigeration equipment.
Hussmann expects construction of the plant to be completed in the fourth quarter
of 1998, and production to begin in 1999. The capital cost to equip the facility
will be $6.0 million.

S-22
<PAGE> 24

In April 1998, the Board of Directors of Hussmann International approved a
Common Stock repurchase plan to offset dilution resulting from the exercise of
stock options by employees.

RESULTS OF OPERATIONS -- PRO FORMA THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO
PRO FORMA THREE MONTHS ENDED MARCH 31, 1997

Sales and Revenues. Sales and revenues for the three months ended March 31,
1998 of $245.9 million were $22.0 million or 9.8% over the same period 1997
sales and revenues of $223.9 million. Sales and revenues increases in the United
States and Latin America drove the overall improvement. The following is a
summarized analysis of the increase in sales and revenues (dollars in millions).

<TABLE>
<CAPTION>
SALES AND REVENUES CHANGE FROM % INCREASE (DECREASE)
THREE MONTHS THREE MONTHS FROM THREE MONTHS
ENDED ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997 MARCH 31, 1997
------------------ -------------- ---------------------
<S> <C> <C> <C>
U.S. and Canada.............................. $209.5 $11.2 5.6%
U.K.......................................... 22.7 0.9 4.1
Other International.......................... 29.3 12.7 76.5
Eliminations................................. (15.6) (2.8) (21.9)
------ ----- -----
Total........................................ $245.9 $22.0 9.8%
====== ===== =====
</TABLE>

The 5.6% increase in sales and revenues in the U.S. and Canada was
principally driven by continued strong U.S. supermarket case demand. The
increase in sales and revenues in the U.K. of 4.1% was due to the restructuring
and consolidation program which began in the second half of fiscal year 1997,
including the resolution of startup delays at the new plant in Milton Keynes,
England. The increase in sales and revenues of 76.5% or $12.7 million in Other
International was principally due to increased sales in Mexico, which were $6.3
million above first quarter 1997 results, and the first full quarter sales and
revenues from Hussmann's 1997 acquisitions of Fast Frio (Brazil) and Industrias
Gilvert (Mexico). Sales and revenues increased $6.4 million due to these
acquisitions.

Gross Profit and Operating Income. As a percent of sales and revenues,
first quarter 1998 gross profit was 16.6% compared to 16.4% in 1997. The most
significant increase in gross profit as a percentage of sales occurred in Other
International operations, mainly Mexico and Asia Pacific. The favorable increase
in Mexico was driven by increased capacity utilization related to strong growth
in display case sales to supermarkets and bottle cooler exports, and a reduction
in overall costs.

Total selling, general, administrative and amortization ("SG&A") expenses
increased 9.7% to $29.6 million in 1998 from $27.0 million in 1997. The increase
in SG&A expenses is primarily due to costs associated with compensation expense
to settle a Whitman stock incentive plan related to the Distribution and the
impact of the aforementioned acquisitions.

Operating income in 1998 of $11.2 million was 14.3% or $1.4 million greater
than that reported for the same period in 1997. This increase was mainly driven
by a 3.0% increase in operating income in the U.S. and Canada and improved
operations in the U.K. and Mexico. The increase in the U.K., which still showed
an operating loss of $2.4 million, was favorably impacted by the extensive
restructuring of U.K. operations and the consolidation of sales and service
branches in the U.K. that took place in the second half of fiscal year 1997.
Operating income for Other International operations of $1.4 million increased
over the 1997 operating income of $0.5 million. This increase is mainly
attributable to the Industrias Gilvert acquisition and the relatively weak first
quarter 1997 sales volume in Mexico.

Interest Expense. Interest expense of $4.6 million increased $0.7 million
or 17.9% from 1997 to 1998 primarily due to the $244.0 million borrowed under
the Credit Facility and borrowings to fund working capital requirements. For pro
forma financial statement presentation, it was assumed that $240.0 million in
borrowings were outstanding for the period January 1, 1998 through the
Distribution Date.

S-23
<PAGE> 25

Effective Income Tax Rate. Hussmann's effective income tax rate was 37.0%
in the first quarter of 1998, or 2.1 points higher than the 1997 effective rate
of 34.9%, principally due to the increased level of earnings from U.S.
operations in 1998, which typically have a higher effective tax rate than
Hussmann's other operations.

RESULTS OF OPERATIONS -- ACTUAL 1997 COMPARED TO ACTUAL 1996

Sales and Revenues. Sales and revenues in 1997 of $1,096.2 million were
$90.5 million or 9.0% over 1996 sales and revenues of $1,005.7 million. Sales
and revenues increases in the U.S., Brazil and Mexico drove the overall
improvement. The following is a summarized analysis of the increase in sales and
revenues (dollars in millions).

<TABLE>
<CAPTION>
% INCREASE
1997 SALES (DECREASE)
AND CHANGE FROM
REVENUES FROM 1996 1996
---------- --------- ----------
<S> <C> <C> <C>
U.S. and Canada............................................. $ 894.9 $ 68.3 8.3%
U.K......................................................... 124.2 (15.7) (11.2)
Other International......................................... 134.3 52.3 63.8
Eliminations................................................ (57.2) (14.4) (33.6)
-------- ------ -----
Total....................................................... $1,096.2 $ 90.5 9.0%
======== ====== =====
</TABLE>

The 8.3% increase in sales and revenues in the U.S. and Canada was
principally driven by continued strong U.S. supermarket demand. The decrease in
sales and revenues in the U.K. of 11.2% was due to a continued soft market in
the U.K., plus startup delays at a new plant in Milton Keynes, England. The
increase in sales and revenues of 63.8% or $52.3 million in Other International
was principally due to the acquisition of Fast Frio in Brazil in January 1997,
which had $24.0 million in sales and revenues in 1997, and increased sales in
Mexico, which were 31.0% or $20.5 million above 1996 sales and revenues.

Gross Profit and Operating Income. As a percent of sales and revenues, 1997
gross profit margin was 18.9% compared to 20.3% in 1996. U.S. and Canada gross
profit percentage of 21.0% was 0.1 percentage points above 1996 gross profit
percentage of 20.9%. The U.S. market has been particularly price competitive
since 1995. Productivity improvements from the new Impact product line were
mostly offset by inflation in material costs, which was not offset by customer
price increases. Gross profit percentages in both the U.K. and Other
International operations were below 1996 levels due to lower sales volume,
manufacturing inefficiencies, inventory write-downs related to the restructuring
in the U.K. and a negative change in sales mix in Mexico driven by strong growth
in exports from bottle coolers.

Total SG&A expenses increased by 5.3% from $110.1 million in 1996 to $115.9
million in 1997. The increase in SG&A expenses is primarily due to additional
compensation costs of employees at Fast Frio in Brazil, which was acquired in
January 1997.

Operating income in 1997 of $43.0 million would have been $99.3 million
excluding non-recurring charges of $47.8 million and U.K. restructuring-related
inventory write-downs of $8.5 million. This would have represented an increase
of $5.5 million or 5.9% from 1996 operating income of $93.8 million. Non-
recurring charges of $47.8 million were recorded during 1997 relating to the
recognition of goodwill impairment in the U.K. ($26.0 million), the
restructuring of U.K. operations and the consolidation of certain North American
operations ($17.1 million), and the consolidation of sales and service branches
in the U.K. ($4.7 million). U.S. and Canada operating income of $102.8 million
was $8.4 million or 8.9% greater than 1996 operating income of $94.4 million.
This increase was principally driven by strong volume growth plus continued
control of SG&A expenses. The U.K. operations had an operating loss of $55.4
million in 1997 compared to $0.0 in 1996. The recognition of goodwill impairment
($26.0 million), restructuring ($18.5 million), and the consolidation of sales
and service branches ($4.7 million) were the primary contributing factors to the
decrease. Lower volume combined with start-up driven manufacturing
inefficiencies at the Milton Keynes plant also contributed to the decrease.
Operating income for Other International operations of

S-24
<PAGE> 26

$17.2 million increased $2.9 million or 20.3% over 1996 operating income of
$14.3 million, attributable mainly to increased exports from Mexico in 1997
compared to 1996 and the inclusion of the acquisition of Fast Frio in Brazil.

Interest Expense. Interest expense of $18.9 million increased $0.9 million
or 5.0% from 1996 to 1997 primarily due to additional funds advanced from
Whitman to support capital expenditures.

Effective Income Tax Rate. Hussmann's pro forma effective income tax rate,
excluding non-recurring charges, was 35.2% in 1997, or 1.2 percentage points
higher than the 1996 effective rate of 34.0%, due principally to a one-time
Mexican deferred tax adjustment in 1996, offset in part by slightly higher state
income tax effective rates in the U.S. in 1997.

RESULTS OF OPERATIONS -- ACTUAL 1996 COMPARED TO ACTUAL 1995

Sales and Revenues. Sales and revenues in 1996 of $1,005.7 million were
$84.0 million or 9.1% over 1995 sales and revenues of $921.7 million. Sales and
revenues increases in the U.S., Mexico and Chile led the overall gain. The
following is a summarized analysis of the increase in sales and revenues
(dollars in millions).

<TABLE>
<CAPTION>
1996 SALES % INCREASE
AND CHANGE (DECREASE)
REVENUES FROM 1995 FROM 1995
---------- --------- ----------
<S> <C> <C> <C>
U.S. and Canada................................. $ 826.6 $ 88.0 11.9%
U.K............................................. 139.9 (17.4) (11.1)
Other International............................. 82.0 14.4 21.3
Eliminations.................................... (42.8) (1.0) 2.4
-------- ------ -----
Total........................................... $1,005.7 $ 84.0 9.1%
======== ====== =====
</TABLE>

U.S. and Canada 1996 sales and revenues increased 11.9% principally due to
a continued strong U.S. market which Hussmann estimates grew approximately 7.0%
in 1996. The U.K. sales and revenues decrease of 11.1% was due to an approximate
20% drop in the U.K. market for refrigerated display merchandisers due primarily
to legislation restricting the building of supermarkets within township limits.

Other International sales and revenues increased 21.3% or $14.4 million due
to a $9.2 million or 16.0% improvement in Mexico's sales and revenues plus $3.8
million in increased sales (64%) from Frio-Lux in Chile, a 1995 acquisition.

Gross Profit and Operating Income. As a percent of sales and revenues, 1996
gross profit margin was 20.3%, compared to the prior year percentage of 19.5%.
U.S. and Canada operations increased its gross profit percentage by 0.7
percentage points from 20.2% to 20.9% principally due to improved manufacturing
efficiencies driven by higher volume in U.S. and Canadian plants, which more
than offset transitional costs associated with the introduction of the Impact
product line in the U.S. The U.K. operations experienced a 2.2% decrease in its
gross profit margin, from 10.7% in 1995 to 8.5% in 1996, primarily as a result
of reduced sales of higher margin equipment and start-up costs of a new plant in
Milton Keynes, England. Approximately 78% of U.K. sales were from service and
contracting which have historically had lower margins than the remaining 22% of
sales from supermarket equipment. Other International gross profit margin
increased 3.2 percentage points, from 23.1% in 1995 to 26.3% in 1996, primarily
from volume driven manufacturing efficiencies combined with selling price
increases in Mexico.

Total SG&A expenses increased by 9.6% from $100.6 million in 1995 to $110.1
million in 1996. The primary causes of this increase were the additional
compensation costs of new employees in China and Chile and an expanded sales
force in Asia as well as increased compensation for existing employees.

Operating income of $93.8 million in 1996 increased $15.1 million or 19.2%
more than 1995 operating income of $78.7 million. U.S. and Canada operating
income of $94.4 million was $15.8 million or 20.1% more than 1995 operating
income of $78.6 million due primarily to strong volume growth and leverage over
SG&A costs, which increased at a slower rate than sales principally due to a
company-wide cost reduction program.

S-25
<PAGE> 27

U.K. 1996 operating income was down $5.8 million from 1995 operating income of
$5.8 million due principally to the deterioration in gross profit percentage.
Operating income for Other International operations of $14.3 million increased
$5.2 million or 57.1% more than 1995 operating income of $9.1 million. This
improvement was primarily due to Mexico's $4.7 million or 65.2% increase in
operating income over 1995. Stronger exports, selling price increases and cost
controls drove Mexico's improvement.

Interest Expense. Interest expense of $18.0 million increased $1.2 million
or 7.1% from 1995 to 1996 primarily due to additional funds advanced from
Whitman to support higher working capital requirements.

Effective Income Tax Rate. Hussmann's effective income tax rate of 34.0% in
1996 was 2.8 percentage points lower than the 1995 effective rate of 36.8% due
principally to a credit to Mexican deferred taxes driven by adjustments to fixed
assets for higher inflation realized in Mexico in 1994 and 1995.

LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Cash Flows from Operations. Hussmann's cash flows from operations
historically have been substantially affected by the allocations from Whitman of
expenses to its operating subsidiaries. These charges to Hussmann were $28.4
million, $26.7 million and $28.6 million during 1997, 1996 and 1995,
respectively, and $1.5 million and $7.1 million for the three months ended March
31, 1998 and 1997, respectively. These charges are not necessarily indicative of
the costs that would have been incurred by Hussmann if Hussmann had been an
independent company during the periods presented, and such charges were
eliminated after the Distribution Date. As a separate, independent, public
company, Hussmann incurs expenses for services previously provided by Whitman.
In addition, prior to the Distribution, Whitman charged Hussmann interest on
loans and advances from Whitman. As a separate company, Hussmann has been able
to borrow funds at interest rates below those paid to Whitman.

Hussmann generated (used) net cash from operations of $76.3 million, $26.1
million and $(4.0) million during the years ended December 31, 1997, 1996 and
1995, respectively. The $50.2 million improvement in 1997 cash flows from
operating activities was principally driven by improvement in cash flow from
working capital (inventory, receivables and payables). The 1996 improvement of
$30.1 million was principally driven by an increase in net income of $10.2
million and $13.2 million in favorable timing of income tax payments.

For the three-month period ended March 31, 1998, Hussmann used net cash
from operations of $30.9 million, compared to net cash used by operations of
$3.9 million for the three-month period ended March 31, 1997. The increase in
the use of cash from operations was principally driven by the increase in
working capital (increase in receivables and decrease in payables). The increase
in accounts receivable from year end was due to the significant increase in
sales volume in the month of March in the U.S. and Latin America.

Cash Flows from Investing Activities. Net cash used in investing activities
was $63.0 million, $27.3 million and $36.7 million during the years ended
December 31, 1997, 1996 and 1995, respectively. Capital investments of $38.6
million, $33.5 million and $29.3 million in such years were the principal
component of investing activities. Additionally, in 1997, net payments for
companies acquired were $26.4 million, mainly due to the acquisition of the
remaining 25% interest in Frio-Lux in Chile, a 70% interest in Fast Frio in
Brazil and 100% of Industrias Gilvert in Mexico. In 1996, there were no material
acquisitions while in 1995 net payments for companies acquired were $8.4
million, principally a result of Hussmann's acquisitions of a 55% interest in
Luoyang Refrigeration in Luoyang, China, the remaining 50% interest in Capital
Metalworks Limited in Luton, England, and a 75% interest in Frio-Lux, Chile.

Net cash used in investing activities was $6.6 million and $15.9 million
during the quarters ended March 31, 1998 and 1997, respectively. Capital
investments of $6.8 million were the main component of the investing activity
during 1998. The increase in capital investments relates to the timing of
spending on Hussmann's conversion to an integrated company-wide information
system. In the first quarter of 1997, Hussmann acquired a 70% interest in Fast
Frio with a net cash outlay of $12.4 million.

Hussmann's management expects capital investments to be approximately $40
million per year during 1998 and 1999, excluding any net cash used for
acquisitions and capital investments made with respect to any such acquisitions.
Hussmann's management will continue to review potential acquisitions.
Approximately 23%
S-26
<PAGE> 28

of capital investments is the cost of converting Hussmann's information system
and approximately 16% is the cost of expanding production of refrigerated
display cases at the Bridgeton, Missouri plant and consolidating production of
refrigeration systems. See "The Company -- Strategy."

Cash Flows from Financing Activities. Net cash (used in) provided by
financing activities was $(21.5) million, $14.3 million and $32.9 million during
the years ended December 31, 1997, 1996 and 1995, respectively. Whitman
historically served as the primary source of financing for Hussmann. Under
Whitman's cash management procedures, Hussmann advanced cash not needed for
current operations to Whitman at the then-current commercial bank prime lending
rate and Whitman advanced cash to Hussmann on the same basis. Due primarily to
Hussmann's investing activities, such as capital investments and acquisitions,
and the allocation of expenses by Whitman to Hussmann, Hussmann was a net cash
user and, accordingly, there was a net increase in advances from Whitman of
$24.5 million and $36.4 million during the years ended December 31, 1996 and
1995, respectively. However, for 1997, there was a decrease in advances from
Whitman of $37.6 million due to improved cash flow resulting from higher sales
volumes and improved working capital management. These advances are included in
loans and advances from Whitman on Hussmann's combined balance sheets.

Net cash provided by financing activities was $37.2 million during the
quarter ended March 31, 1998, compared to $6.9 million for the same period ended
March 31, 1997. For 1998, the net proceeds from long-term debt of $246.6 million
were primarily used to settle Hussmann's obligations to Whitman and fund working
capital needs. In January 1998, Hussmann paid Whitman $240.0 million to pay-off
its intercompany notes and to pay a cash dividend. For 1997, Hussmann generated
cash from financing activities of $6.9 million due to improved cash flow
resulting from high sales volumes and improved working capital management.

With the elimination of Whitman charges after the Distribution Date and the
expected reductions in interest expense and the level of cash dividends paid,
Hussmann's management believes that cash flows from operations will be
sufficient to cover planned capital expenditures.

Available Cash and Credit Facility. Hussmann's cash and cash equivalents
totaled $37.9 million as of March 31, 1998, compared to $38.4 million as of
December 31, 1997.

In January 1998, Hussmann International and Hussmann Corporation entered
into the Credit Facility with a syndicate of commercial banks and financial
institutions that enabled Hussmann International and Hussmann Corporation to
borrow funds at variable interest rates on a revolving credit basis up to an
aggregate principal amount of $350.0 million. The Credit Facility has been
amended in order to remove Hussmann Corporation. The borrowings outstanding
under the Credit Facility will be assumed by Hussmann International effective
May 29, 1998.

In order to settle its Whitman obligations of $240.0 million and to provide
for working capital after the Distribution, in January 1998, Hussmann
Corporation borrowed $270.0 million under the Credit Facility. At March 31,
1998, $244.0 million was outstanding under the Credit Facility.

Hussmann's management believes that cash flows from operations, unused
amounts available under the Credit Facility and access to the capital markets
will be sufficient to satisfy Hussmann's future working capital, capital
investment, acquisition and other financing requirements for the foreseeable
future. Hussmann's management believes that Hussmann will be able to access the
capital markets on terms satisfactory to Hussmann, although there can be no
assurance that will be the case.

Hussmann's products use copper wiring and tubing. As a result, Hussmann's
results are subject to fluctuations in the price of copper. Hussmann uses
hedging instruments to mitigate a portion of these risks.

Non-U.S. Operations. The most significant non-U.S. operations are located
in Canada, Mexico and the U.K., with smaller operations located in, among other
countries, Brazil, Chile, China and Singapore. Because the majority of
Hussmann's non-U.S. entities conduct business in their respective local
currencies, Hussmann is subject to foreign currency risks when translating its
non-U.S. entity financial statements into U.S. dollars for financial reporting
purposes. In addition to the foreign currency translation risks faced by
Hussmann, other

S-27
<PAGE> 29

risks associated with non-U.S. operations include the potential for restrictive
actions taken by host country governments, the risks relating to non-U.S.
economic and political conditions, and the risks relating to limits on the
transfer of funds from non-U.S. entities to Hussmann. Hussmann does not
currently use foreign currency risk management instruments to manage its
exposure to changes in currency exchange rates.

YEAR 2000

Many currently installed computer systems will experience problems handling
dates occurring after 1999 and will need to be modified in order to avoid such
problems. Hussmann is assessing the readiness of its computer systems so that
its systems will be able to manage and manipulate all material data beyond the
year 1999. Hussmann has modified several of its most important systems and
expects to implement any necessary changes to its remaining systems before the
year 2000. Hussmann does not believe that the cost of such modifications will
have a material adverse effect on Hussmann's results of operations or financial
condition.

OTHER

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This SOP requires certain
costs related to the development or purchase of internal-use software be
capitalized and amortized over the estimated useful life of the software. It
also requires other costs to be expensed. The SOP is effective for financial
statements issued for fiscal years beginning after December 15, 1998. As
previously stated, Hussmann is currently in the process of converting certain
computer systems to a fully integrated company-wide information system, and
believes the costs being incurred on this project are being accounted for in
accordance with this SOP.

S-28
<PAGE> 30

MANAGEMENT

DIRECTORS

Information with respect to the directors of the Company is set forth
below. Each individual has served as a director since January 1998.

<TABLE>
<CAPTION>
YEAR TERM
NAME AGE EXPIRES BACKGROUND
---- --- --------- ----------
<S> <C> <C> <C>
J. Joe Adorjan....................... 59 1999 Mr. Adorjan is Chairman, President and Chief
Executive Officer and a director of Borg-Warner
Security Corporation, which provides security
services under the Wells Fargo, Burns and Pony
Express names. Before joining Borg-Warner in
1995, he served as President of Emerson
Electric Company from 1992-1995, and as
Chairman and Chief Executive Officer of ESCO
Electronics Corporation from 1990-1992. He is
also a director of Goss Graphic Systems, Inc.,
ESCO Electronics Corporation, The Earthgrains
Company and Illinova Corporation.
Archie R. Dykes...................... 67 1999 Dr. Dykes is Chairman of Capital City Holdings,
Inc., Nashville, Tennessee, a venture capital
organization. Dr. Dykes served as Chairman and
Chief Executive Officer of the Security Benefit
Group of Companies from 1980 through 1987. He
served as Chancellor of the University of
Kansas from 1973 to 1980. Before that he was
Chancellor of the University of Tennessee. Dr.
Dykes is a director of the Fleming Companies,
Inc., Whitman Corporation, Midas, Inc. and the
Employment Corporation. He is also a member of
the Board of Trustees of the Kansas University
Endowment Association and the William Allen
White Foundation. He formerly served as Vice
Chairman of the Commission on the Operation of
the United States Senate and as a member of the
Executive Committee of the Association of
American Universities.
</TABLE>

S-29
<PAGE> 31

<TABLE>
<CAPTION>
YEAR TERM
NAME AGE EXPIRES BACKGROUND
---- --- --------- ----------
<S> <C> <C> <C>
Richard G. Cline..................... 63 2000 Chairman of the Board of Hussmann. Mr. Cline
served as President and Chief Operating Officer
of NICOR Inc. since 1985, and became Chairman
of the Board and Chief Executive Officer in
1986. He retired as Chief Executive Officer in
May, 1995 and continued to serve as Chairman
until his retirement from the company at the
end of 1995. NICOR is engaged in natural gas
distribution and containerized liner shipping.
For the previous 22 years, Mr. Cline was an
executive of Jewel Companies, Inc., becoming
Chairman, President and Chief Executive Officer
in 1984. Mr. Cline is also a director of
Whitman Corporation and Chairman of Hawthorne
Investors, Inc., a private management advi-
sory and investment firm he founded in 1986.
Additionally he is a director of Kmart
Corporation, Ryerson Tull, Inc. and Central
DuPage Health System; and is a Trustee of The
Benchmark Funds and a past chairman of the
Federal Reserve Bank of Chicago. Mr. Cline is a
1957 graduate of the University of Illinois,
and he is a director and past president of the
University of Illinois Foundation.
Victoria J. Gregoricus............... 43 2000 Mrs. Gregoricus received her BBA degree from
Belmont University in 1977 and an MBA degree
from Vanderbilt University in 1981. Following
graduation from college, she joined
DSS/ProDiesel, a diesel parts remanufacturing
and distribution company based in Nashville,
Tennessee, and has subsequently served as its
President and Chief Executive Officer. Mrs.
Gregoricus is also a director of Whitman
Corporation, J. H. Heafner Company and AmSouth
Bancorporation and a member of the Board of
Advisors of Stratco. She has previously served
as Chairman of Tennessee's Alcohol and Beverage
Commission, as a director of the Association of
Diesel Specialists and as a member of the Board
of Directors of the Federal Reserve Bank of
Atlanta.
Lawrence A. Del Santo................ 64 2001 Mr. Del Santo is the former Chairman and Chief
Executive Officer of Vons Companies, Inc., a
supermarket retailer that operates stores in
Southern California, where he was employed from
1994-1997. From 1984-1994, he was an executive
of American Stores Company, serving as Senior
Executive Vice President and Chief Operating
Officer beginning in 1993. He is also a
director of Supervalu, Inc.
</TABLE>

S-30
<PAGE> 32

<TABLE>
<CAPTION>
YEAR TERM
NAME AGE EXPIRES BACKGROUND
---- --- --------- ----------
<S> <C> <C> <C>
R. Randolph Devening................. 56 2001 Mr. Devening is President and Chief Executive
Officer of Foodbrands America, Inc., which
produces, markets and distributes perishable
food products for the food service and retail
store delicatessen market. Mr. Devening has
been with Foodbrands America since 1994. From
1989 through 1994 Mr. Devening served as Chief
Financial Officer of Fleming Companies, Inc.,
and became its Vice Chairman in 1993. He is
also a director of ENTEX Information Services,
Inc., Autocraft Industries, Arkwright Mutual
Insurance Company and Hancock Fabrics, Inc.
J. Larry Vowell...................... 57 2001 Mr. Vowell has spent his entire professional
career with Hussmann. After holding a variety
of management positions, Mr. Vowell became
President and Chief Operating Officer-Hussmann
U.S.A. in 1990 and President and Chief
Executive Officer later that year.
</TABLE>

EXECUTIVE OFFICERS

Information with respect to the executive officers of the Company is set
forth below.

<TABLE>
<CAPTION>
NAME, AGE AND POSITION BACKGROUND AND EXPERIENCE
---------------------- -------------------------
<S> <C>
Richard G. Cline (63) (See "Directors")
Chairman of the Board
J. Larry Vowell (57) (See "Directors")
President and Chief Executive Officer
John S. Gleason (56) Following a lengthy career with J. I. Case, Mr.
Executive Vice President-North American Gleason joined Hussmann in 1988 as
Operations President-International Group. He served as
Executive Vice President-Sales and Marketing for
North America from 1991 to 1995.
John Schlee (55) Mr. Schlee joined Hussmann in 1988 as Group Vice
Senior Vice President-Europe and Middle East President-Manufacturing. He was appointed Senior
Vice President-Manufacturing in 1989 and later
served as Senior Vice President-International
from 1995 to 1996 and Senior Vice
President-Global Development from 1996 to
November 1997.
Michael D. Newman (41) Mr. Newman joined Hussmann in 1996. Prior to
Senior Vice President-Chief Financial Officer that, he spent seventeen years with General
Electric Company in various financial positions,
most recently as Manager, America's Finance.
Lawrence R. Rauzon (48) Mr. Rauzon served as Vice President-Western
Vice President-Asia Pacific United States from 1989-1994 when he was
appointed Vice President and Region Manager,
Western United States. He was appointed to his
present position in 1996. He has been with
Hussmann since 1978.
</TABLE>

S-31
<PAGE> 33

<TABLE>
<CAPTION>
NAME, AGE AND POSITION BACKGROUND AND EXPERIENCE
---------------------- -------------------------
<S> <C>
Dennis G. Gipson (44) Mr. Gipson joined Hussmann in 1972. From 1989 to
Vice President-Global Development 1991 he was Vice President Sales-North Central
Zone. He served as Vice President for Product
Development and Research from 1992 to 1996.
Immediately prior to his present position he was
Vice President-Refrigeration, North America.
Mark C. Schaefer (40) Mr. Schaefer joined Hussmann in 1981. He became
Vice President-Mexico and Latin America President-Hussmann Mexico in 1992, and was
appointed to his present position in 1995.
Burton Halpern (56) Mr. Halpern has served in various legal
Vice President, General Counsel and Secretary capacities with Hussmann since 1970. He became
General Counsel in 1985.
Joseph R. Pinkston III (43) Mr. Pinkston joined Hussmann in 1995. From
Vice President-Human Resources 1992-1995 he served as Group Director of Human
Resources for the Bowman Distribution Division of
the Barnes Group. Prior to that, he served in
various human resource positions with units of
Allied Signal.
Thomas G. Korte (34) Mr. Korte joined Hussmann on March 23, 1998. From
Vice President-Corporate Controller 1986 until joining Hussmann he was employed by
KPMG Peat Marwick LLP with his last position
being Senior Manager.
</TABLE>

S-32
<PAGE> 34

DESCRIPTION OF NOTES

The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus as the "Securities") supplements, and, to
the extent inconsistent therewith, replaces, the description of the general
terms and provisions of the Securities set forth in the Prospectus.

GENERAL

The Notes will be limited to an aggregate principal amount of $100,000,000,
will mature on , 2008, and will be issued under an Indenture dated as
of , 1998 (the "Indenture"), between Hussmann International and The
Bank of New York, as trustee (the "Trustee"), which is described more fully in
the Prospectus. The following summaries of certain provisions of the Indenture
and the Notes are subject to, and are qualified in their entirety by reference
to, all provisions of the Indenture, including the definition therein of certain
terms. Capitalized terms used herein and not defined herein or in the Prospectus
have the respective meanings set forth in the Indenture.

The Notes will bear interest at the rate of % per annum from ,
1998, or from the most recent interest payment date to which interest has been
paid or provided for, payable semiannually on and of each
year (each such date being hereinafter referred to as an "Interest Payment
Date"), commencing on , 1998, to the person in whose name such Note is
registered at the close of business on the or , as the case
may be, immediately preceding such Interest Payment Dates.

The Notes will be unsecured senior debt of Hussmann International and will
rank on a parity with all other unsecured and unsubordinated indebtedness of
Hussmann International. However, because Hussmann International is a holding
company which conducts substantially all of its operations through subsidiaries,
the right of Hussmann International, and hence the right of creditors of
Hussmann International (including the holders of the Notes), to participate in
any distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of Hussmann
International itself as a creditor of the subsidiary may be recognized.

OPTIONAL REDEMPTION

The Notes will be redeemable, in whole or in part, at any time at the
option of Hussmann International at a redemption price (the "Redemption Price")
equal to the greater of (i) 100% of the principal amount of such Notes or (ii)
as determined by a Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest discounted to the date of
redemption (the "Redemption Date") on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus, in
each case, accrued but unpaid interest to the date of redemption. The Notes will
not be subject to any sinking fund.

Notice of any redemption will be mailed at least 30 days but not more that
60 days before the Redemption Date to each holder of the Notes to be redeemed.
Unless Hussmann International defaults in payment of the Redemption Price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on and after the Redemption Date.

"Adjusted Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date, plus 0. %.

"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.

"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal

S-33
<PAGE> 35

amount) on the third Business Day preceding such Redemption Date, as set forth
in the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
for U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such Business Day,
(a) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if Hussmann International obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations.

"Quotation Agent" means one of the Reference Treasury Dealers appointed by
Hussmann International and certified to the Trustee by Hussmann International.

"Reference Treasury Dealer" means each of BancAmerica Robertson Stephens,
Credit Suisse First Boston Corporation and NationsBanc Montgomery Securities LLC
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government Securities dealer in New York City
(a "Primary Treasury Dealer"), Hussmann International shall substitute therefor
another Primary Treasury Dealer and certify same to the Trustee.

"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
Hussmann International and certified to the Trustee by Hussmann International,
of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to Hussmann
International by such Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such Redemption Date.

BOOK-ENTRY, DELIVERY AND FORM

The Notes will be issued in the form of a fully-registered Global Security.
The Global Security will be deposited with, or on behalf of, the Depositary and
registered in the name of the Depositary or its nominee.

Except as set forth below, the Global Security may be transferred, in whole
and not in part, only by the Depositary to its nominee or by its nominee to such
Depositary or another nominee of the Depositary or by the Depositary or its
nominee to a successor of the Depositary or a nominee of such successor.

The Depositary is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depositary holds securities that its participants ("Participants")
deposit with the Depositary. The Depositary also facilitates the settlement
among Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct participants ("Direct Participants") include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. The Depositary is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the Depositary's system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to the Depositary and its
Participants are on file with the Securities and Exchange Commission.

Purchases of Notes under the Depositary's system must be made by or through
Direct Participants, which will receive a credit for the Global Security on the
Depositary's records. The ownership interest of each beneficial owner of the
Global Security ("Beneficial Owner") is in turn recorded on the Direct and
Indirect Participants' records. A Beneficial Owner will not receive written
confirmation from the Depositary of its purchase, but such Beneficial Owner is
expected to receive a written confirmation providing details of such
transaction, as well as periodic statements of its holdings, from the Direct or
Indirect Participant through which such Beneficial Owner entered into such
transaction. Transfers of ownership interests in the Global Security are to be
accomplished by entries made on the books of Participants acting on behalf of
the Beneficial

S-34
<PAGE> 36

Owners. Beneficial Owners will not receive certificates representing their
ownership interests in the Global Security, except in the event that use of the
book-entry system for the Global Security is discontinued.

To facilitate subsequent transfers, all Global Securities deposited by
Participants with the Depositary are registered in the name of the Depositary's
partnership nominee, Cede & Co. The deposit of Global Securities with the
Depositary and their registration in the name of Cede & Co. effect no change in
beneficial ownership. The Depositary has no knowledge of the actual Beneficial
Owners of the Notes; the Depositary records reflect only the identity of the
Direct Participants to whose accounts Global Securities are credited, which may
or may not be the Beneficial Owners. The Participants remain responsible for
keeping account of their holdings on behalf of their customers.

Delivery of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners are governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

Neither the Depositary nor Cede & Co. will consent or vote with respect to
the Global Securities. Under its usual procedures, the Depositary will mail an
Omnibus Proxy to the issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the Global Security will be made to the
Depositary. The Depositary's practice is to credit Direct Participants' accounts
on the payable date in accordance with their respective holdings shown on the
Depositary's records unless the Depositary has reason to believe that it will
not receive payment on the payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of the Depositary or Hussmann International, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest to the Depositary is the responsibility of Hussmann
International, disbursement of such payments to Direct Participants is the
responsibility of the Depositary, and disbursement of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect Participants.

None of Hussmann, any Underwriter or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by Hussmann International
within 90 calendar days, Hussmann International will issue Notes in certificated
form in exchange for the Global Security. In addition, Hussmann International
may at any time determine not to have the Notes represented by a Global
Security, and, in such event, will issue Notes in certificated form in exchange
for the Global Security. In either instance, an owner of an interest in the
Global Security would be entitled to physical delivery of such Notes in
certificated form. Notes so issued in certificated form will be issued in
denominations of $1,000 and integral multiples thereof and will be issued in
registered form only.

The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that Hussmann
International believes to be reliable, but Hussmann International takes no
responsibility for the accuracy thereof.

S-35
<PAGE> 37

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement
(the "Underwriting Agreement"), Hussmann International has agreed to sell to
each of the Underwriters named below (the "Underwriters"), and each of such
Underwriters has severally agreed to purchase, the principal amount of the Notes
set forth opposite its name below.

<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
BancAmerica Robertson Stephens.............................. $
Credit Suisse First Boston Corporation......................
NationsBanc Montgomery Securities LLC.......................
------------
Total.................................................. $100,000,000
============
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.

The Underwriters propose initially to offer the Notes in part directly to
the public at the public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of % of the principal amount of the Notes. The Underwriters
may allow, and such dealers may reallow, a concession not to exceed % of the
principal amount of the Notes to certain brokers and dealers. After the Notes
are released for sale to the public, the offering price and other selling terms
may from time to time be varied by the Underwriters.

The Notes will be a new issue of securities with no established trading
market. Hussmann International has been advised by the Underwriters that the
Underwriters intend to make a market in the Notes, but they are not obligated to
do so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Notes.

Until the distribution of the Notes is completed, rules of the Securities
and Exchange Commission may limit the ability of the Underwriters to bid for and
purchase the Notes. As an exception to these rules, the Underwriters are
permitted to engage in certain transactions that stabilize the price of the
Notes. Such transactions consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Notes. These transactions, if
commenced, may be discontinued at any time.

Hussmann International has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.

The Underwriters and their affiliates engage in transactions with, and
perform services for, Hussmann in the ordinary course of business, including
various investment banking and commercial banking services. In particular, the
Underwriters are affiliated with banking institutions that participate in the
Credit Facility and it is expected that more than 10% of the net proceeds of the
Offering will be used to repay indebtedness owed by Hussmann to such banking
institutions. Accordingly, the Offering of the Notes is being made in accordance
with the requirements of Rule 2710(c)(8) of the National Association of
Securities Dealers, Inc.

LEGAL MATTERS

Certain legal matters in connection with the Notes offered hereby will be
passed upon for Hussmann International by Burton Halpern, Vice President,
General Counsel and Secretary of Hussmann International, and by Sidley & Austin,
Chicago, Illinois. Certain legal matters in connection with the Notes offered
hereby will be passed upon for the Underwriters by Cleary, Gottlieb, Steen &
Hamilton, New York, New York. Mr. Halpern is an officer and full-time employee
of Hussmann and holds options to purchase shares of its Common Stock.

S-36
<PAGE> 38

EXPERTS

The combined financial statements of Hussmann have been included in this
Prospectus Supplement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, included herein, and on the authority
of said firm as experts in accounting and auditing.

S-37
<PAGE> 39

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Consolidated Statements of Operations for the three months
ended March 31, 1998 and 1997............................. F-2
Consolidated Balance Sheets as of March 31, 1998 and
December 31, 1997......................................... F-3
Consolidated Statements of Cash Flows for the three months
ended March 31, 1998 and 1997............................. F-4
Notes to Consolidated Financial Statements.................. F-5
Independent Auditors' Report................................ F-7
Combined Statements of Operations for the years ended
December 31, 1997, 1996 and 1995.......................... F-8
Combined Balance Sheets as of December 31, 1997 and 1996.... F-9
Combined Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995.......................... F-10
Notes to Combined Financial Statements...................... F-11
</TABLE>

F-1
<PAGE> 40

HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED; DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1998 1997
-------- --------
<S> <C> <C>
Sales and revenues.......................................... $ 245.9 $ 198.6
Cost of goods sold.......................................... 205.1 163.7
-------- --------
Gross profit................................................ 40.8 34.9
Selling, general and administrative expenses................ 29.3 24.9
Amortization expense........................................ 0.3 0.4
-------- --------
Operating income............................................ 11.2 9.6
-------- --------
Whitman charges............................................. (1.5) (7.1)
Interest expense:
Whitman................................................... (1.0) (4.2)
Other..................................................... (3.4) (0.3)
-------- --------
Total interest expense...................................... (4.4) (4.5)
Other income, net........................................... 0.9 0.4
-------- --------
Income (loss) before income tax expense and minority
interest.................................................. 6.2 (1.6)
Income tax expense (benefit)................................ 2.3 (0.7)
-------- --------
Net income (loss) before minority interest.................. 3.9 (0.9)
Minority interest........................................... 0.3 0.2
-------- --------
Net income (loss)........................................... $ 4.2 $ (0.7)
======== ========
Basic and diluted earnings per share........................ $ 0.08 --
Weighted average shares used in computing basic earnings per
share..................................................... 50.9 --
Weighted average shares used in computing diluted earnings
per share................................................. 51.8 --
</TABLE>

See accompanying notes to consolidated financial statements.

F-2
<PAGE> 41

HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, DECEMBER 31,
1998 1997
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 37.9 $ 38.4
Receivables, net.......................................... 233.0 208.8
Inventories............................................... 110.7 146.7
Other current assets...................................... 3.9 7.4
------ ------
Total current assets........................................ 385.5 401.3
Property and equipment, net................................. 161.3 159.9
Goodwill, net............................................... 24.5 25.1
Other assets................................................ 28.9 27.2
------ ------
Total assets................................................ $600.2 $613.5
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt........................................... $ 18.5 $ 6.2
Accounts payable.......................................... 103.6 126.8
Income taxes payable...................................... 3.7 14.2
Accrued expenses.......................................... 59.5 74.6
------ ------
Total current liabilities................................... 185.3 221.8
Loans and advances -- Whitman............................... -- 173.8
Long-term debt.............................................. 246.6 --
Deferred income taxes and other liabilities................. 26.2 31.3
------ ------
Total liabilities........................................... 458.1 426.9
------ ------
Shareholders' equity:
Preferred stock, $.001 par value, 20,000,000 shares
authorized, none issued or outstanding................. -- --
Common stock, $.001 par value, 150,000,000 shares
authorized, 50,791,393 issued and outstanding.......... 0.1 --
Additional paid-in capital................................ 87.2 52.3
Retained earnings......................................... 110.1 188.1
Cumulative translation adjustment......................... (55.3) (53.8)
------ ------
Total shareholders' equity.................................. 142.1 186.6
------ ------
Total liabilities and shareholders' equity.................. $600.2 $613.5
====== ======
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 42

HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED; DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................... $ 4.2 $ (0.7)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization.......................... 6.0 5.5
Changes in assets and liabilities, exclusive of
acquisitions:
(Increase) decrease in receivables................... (24.2) 39.7
(Increase) decrease in inventories................... 36.0 (5.1)
Decrease in accounts payable......................... (24.2) (27.4)
Decrease in income taxes payable..................... (10.5) (1.5)
Decrease in accrued expenses......................... (15.1) (9.4)
Net change in other assets and liabilities........... (3.1) (5.0)
------- ------
Net cash used in operating activities....................... (30.9) (3.9)
------- ------
Cash flows from investing activities:
Capital investments....................................... (6.8) (3.7)
Companies acquired, net of cash........................... -- (12.4)
Other..................................................... 0.2 0.2
------- ------
Net cash used in investing activities....................... (6.6) (15.9)
------- ------
Cash flows from financing activities:
Net increase in short-term debt........................... 12.3 0.9
Settlement of Whitman obligations......................... (221.7) --
Net increase in loans and advances -- Whitman............. -- 6.0
Proceeds from issuance of long-term debt.................. 270.0 --
Principal payments on long-term debt...................... (23.4) --
------- ------
Net cash provided by financing activities................... 37.2 6.9
------- ------
Effects of exchange rate changes on cash and cash
equivalents............................................... (0.2) (0.2)
------- ------
Net change in cash and cash equivalents..................... (0.5) (13.1)
Cash and cash equivalents as of beginning of period......... 38.4 47.1
------- ------
Cash and cash equivalents as of end of period............... $ 37.9 $ 34.0
======= ======
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 43

HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED; DOLLARS IN MILLIONS)

1. BASIS OF PRESENTATION

On January 30, 1998, Whitman Corporation ("Whitman") distributed (the
"Distribution") 50.7 million shares of common stock of Hussmann ("Hussmann
Common Stock") to Whitman's shareholders. As a result of the spin-off (the
"Spin-off"), Hussmann became an independent, publicly held company. (As required
by the context, "Hussmann" or the "Company" refers to Hussmann International,
Inc. or to the group of companies that became wholly-owned subsidiaries of
Hussmann International, Inc. in January 1998.)

The accompanying unaudited financial statements present the operations of
Hussmann, which for all periods presented (except as of and for the period ended
March 31, 1998) was composed of wholly-owned subsidiaries of Whitman
Corporation, including Hussmann Corporation and its wholly-owned subsidiaries
and other Hussmann companies owned by Whitman but directly managed by Hussmann.
In January 1998, the companies included in these financial statements became
wholly-owned subsidiaries of Hussmann. Prior to the formation of Hussmann, the
historical financial statements were combined for financial reporting purposes.
For all periods presented herein, the financial statements will be referred to
as consolidated financial statements.

The accompanying unaudited consolidated financial statements, in the
opinion of management, include all adjustments (consisting of normal, recurring
items) necessary to present fairly Hussmann's consolidated financial position
and results of its operations and cash flows for the periods presented. The
unaudited consolidated financial statements are presented in accordance with
requirements of Regulation S-X and consequently do not include all disclosures
required by generally accepted accounting principles. Results of operations for
the three-month period ended March 31, 1998 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1998.

2. EARNINGS PER SHARE

Hussmann adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share", during the three months ended
March 31, 1998. In accordance with SFAS No. 128, basic earnings per share is
calculated using the weighted average number of common shares outstanding during
the period. Diluted earnings per share is calculated using the weighted average
number of common shares outstanding during the period plus shares issuable upon
the assumed exercise of dilutive common stock options by using the treasury
stock method. Although the Spin-off did not occur until January 30, 1998, for
purposes of presentation Hussmann has calculated earnings per share on a pro
forma basis assuming the Spin-off occurred at January 1, 1998 for both basic and
diluted earnings per share.

The number of shares of Hussmann Common Stock used in the calculation of
earnings per share for the three months ended March 31, 1998 is as follows (in
thousands):

<TABLE>
<CAPTION>
1998
------
<S> <C>
Weighted average shares outstanding -- basic................ 50,851
Dilutive effect of stock options............................ 958
------
Weighted average shares outstanding -- diluted.............. 51,809
======
</TABLE>

As of March 31, 1998 all outstanding Hussmann stock options were included
in the computation of diluted earnings per share, as the exercise price was less
than the average fair market value of Hussmann Common Stock for the period it
was traded.

F-5
<PAGE> 44
HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED; DOLLARS IN MILLIONS)

3. INVENTORIES

Inventories consist of the following (dollars in millions):

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
--------- ------------
<S> <C> <C>
Raw materials and supplies.................................. $ 63.8 $ 66.9
Work in process............................................. 35.6 52.0
Finished goods.............................................. 11.3 27.8
------ ------
Total inventories........................................... $110.7 $146.7
====== ======
</TABLE>

4. BUSINESS SEGMENT INFORMATION

Hussmann manages its business with separate senior management teams
responsible for geographic regions. The following segments correspond to these
geographic regions.

The following tables present financial information for each of these
business segments as of and for the quarters ended March 31, 1998 and 1997 (in
millions):

<TABLE>
<CAPTION>
SALES AND REVENUES OPERATING INCOME
------------------- -----------------
1998 1997 1998 1997
------ ------ ----- -----
<S> <C> <C> <C> <C>
U.S. and Canada..................................... $209.5 $173.4 $18.9 $16.7
U.K................................................. 22.7 21.8 (2.4) (4.2)
Other International................................. 29.3 16.6 1.4 0.5
Eliminations........................................ (15.6) (13.2) -- --
------ ------ ----- -----
Total............................................... $245.9 $198.6 $17.9 $13.0
====== ======
Corporate administrative expenses................... (6.7) (3.4)
----- -----
Total operating income.............................. $11.2 $ 9.6
===== =====
</TABLE>

5. COMPREHENSIVE INCOME

In addition, during the three months ended March 31, 1998, Hussmann adopted
SFAS No. 130, "Reporting Comprehensive Income." Statement No. 130 requires the
separate reporting of components of comprehensive income, as defined. This
statement requires Hussmann to separately report the translation adjustments of
SFAS No. 52, "Foreign Currency Translation" as a component of comprehensive
income. Management has chosen, on an interim basis, to disclose the requirements
of this statement within the notes to the consolidated financial statements. The
foreign currency translation adjustments accounted for as a separate component
of shareholders' equity were losses of $1.5 million and $2.5 million for the
three-month periods ended March 31, 1998 and 1997, respectively.

F-6
<PAGE> 45

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Hussmann International, Inc.:

We have audited the accompanying combined balance sheets of Hussmann
International, Inc. (Hussmann) as of December 31, 1997 and 1996, and the related
combined statements of operations and cash flows for each of the years in the
three-year period ended December 31, 1997. These combined financial statements
are the responsibility of Hussmann's management. Our responsibility is to
express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the combined financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall combined
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Hussmann as of
December 31, 1997 and 1996, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 1997, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

January 8, 1998
St. Louis, Missouri

F-7
<PAGE> 46

HUSSMANN INTERNATIONAL

COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Sales and revenues......................................... $1,096.2 $1,005.7 $ 921.7
Cost of goods sold......................................... 889.5 801.8 742.4
-------- -------- --------
Gross profit............................................... 206.7 203.9 179.3
Selling, general and administrative expenses............... 114.4 108.6 99.1
Amortization expense....................................... 1.5 1.5 1.5
Non-recurring charges...................................... 47.8 -- --
-------- -------- --------
Operating income........................................... 43.0 93.8 78.7
-------- -------- --------
Whitman charges............................................ (28.4) (26.7) (28.6)
Interest expense:
Whitman.................................................. (17.3) (16.7) (14.7)
Other.................................................... (1.6) (1.3) (2.1)
-------- -------- --------
Total interest expense..................................... (18.9) (18.0) (16.8)
-------- -------- --------
Other income, net.......................................... 0.9 2.6 4.5
-------- -------- --------
Income (loss) before income tax expense.................... (3.4) 51.7 37.8
Income tax expense......................................... 9.4 17.6 13.9
-------- -------- --------
Net income (loss).......................................... $ (12.8) $ 34.1 $ 23.9
======== ======== ========
</TABLE>

See accompanying notes to combined financial statements.

F-8
<PAGE> 47

HUSSMANN INTERNATIONAL

COMBINED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 38.4 $ 47.1
Receivables, net.......................................... 208.8 199.5
Inventories............................................... 146.7 154.5
Other current assets...................................... 7.4 4.2
------ ------
Total current assets........................................ 401.3 405.3
Property and equipment, net................................. 159.9 138.4
Goodwill, net............................................... 25.1 38.7
Other assets................................................ 27.2 29.0
------ ------
Total assets................................................ $613.5 $611.4
====== ======
LIABILITIES AND SHAREHOLDER EQUITY
Current liabilities:
Short-term debt........................................... $ 6.2 $ 1.9
Accounts payable.......................................... 126.8 113.4
Income taxes payable...................................... 14.2 10.2
Accrued expenses.......................................... 74.6 46.2
------ ------
Total current liabilities................................... 221.8 171.7
Loans and advances.......................................... 173.8 211.4
Deferred income taxes and other liabilities................. 31.3 35.7
------ ------
Total liabilities........................................... 426.9 418.8
Shareholder equity.......................................... 186.6 192.6
------ ------
Total liabilities and shareholder equity.................... $613.5 $611.4
====== ======
</TABLE>

See accompanying notes to combined financial statements.

F-9
<PAGE> 48

HUSSMANN INTERNATIONAL

COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................... $(12.8) $ 34.1 $ 23.9
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization.......................... 22.4 20.2 19.6
Non-recurring charges.................................. 47.8 -- --
Changes in assets and liabilities, exclusive of
acquisitions:
Receivables, net..................................... (3.6) (13.9) (12.8)
Inventories.......................................... 11.6 (30.4) (12.5)
Accounts payable..................................... 10.0 4.4 3.8
Income taxes payable................................. 3.8 6.7 (6.5)
Other assets and liabilities......................... (2.9) 5.0 (19.5)
------ ------ ------
Net cash provided by (used in) operating activities......... 76.3 26.1 (4.0)
------ ------ ------
Cash flows from investing activities:
Capital investments....................................... (38.6) (33.5) (29.3)
Proceeds from sales of property and equipment............. 2.0 6.2 1.0
Companies acquired, net of cash acquired.................. (26.4) -- (8.4)
------ ------ ------
Net cash used in investing activities....................... (63.0) (27.3) (36.7)
------ ------ ------
Cash flows from financing activities:
Net increase (decrease) in short-term debt................ 4.3 (1.9) 3.8
Net increase (decrease) in loans and advances from
Whitman................................................ (37.6) 24.5 36.4
Capital contribution from Whitman......................... 14.0 -- --
Dividends to Whitman...................................... (2.2) (8.3) (7.3)
------ ------ ------
Net cash provided by (used in) financing activities......... (21.5) 14.3 32.9
------ ------ ------
Effects of exchange rate changes on cash and cash
equivalents............................................... (0.5) (0.1) (2.9)
------ ------ ------
Net change in cash and cash equivalents..................... (8.7) 13.0 (10.7)
Cash and cash equivalents, beginning of year................ 47.1 34.1 44.8
------ ------ ------
Cash and cash equivalents, end of year...................... $ 38.4 $ 47.1 $ 34.1
====== ====== ======
</TABLE>

See accompanying notes to combined financial statements.

F-10
<PAGE> 49

HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS
(1) INTRODUCTION

BASIS OF PRESENTATION

These combined financial statements present the operations of Hussmann,
which for all periods presented, was composed of wholly-owned subsidiaries of
Whitman Corporation ("Whitman"), including Hussmann Corporation and its
wholly-owned subsidiaries and other Hussmann companies owned by Whitman but
directly managed by Hussmann Corporation. In January 1998, the companies
included in these combined financial statements became wholly-owned subsidiaries
of Hussmann International, Inc.

(As required by the context, "Hussmann" refers to Hussmann International,
Inc. or to the group of companies that became wholly-owned subsidiaries of
Hussmann International, Inc. in January 1998.)

SPIN-OFF FROM WHITMAN

On January 30, 1998, Whitman Corporation ("Whitman") distributed (the
"Distribution") 50.7 million shares of common stock of Hussmann ("Hussmann
Common Stock") to Whitman's shareholders at the rate of one share of Hussmann
Common Stock and associated Right (as defined below) for every two shares of
Whitman common stock. As a result of the spin-off (the "Spin-off"), Hussmann
became an independent, publicly held company.

NEW DEBT AGREEMENT

In anticipation of the Spin-off, Hussmann and Hussmann Corporation entered
into a five-year, unsecured revolving credit facility (the "Credit Facility")
with a syndicate of commercial banks and financial institutions that enables
Hussmann and Hussmann Corporation to borrow funds at variable interest rates on
a revolving credit basis up to an aggregate principal amount of $350 million.

PAYMENT TO WHITMAN

In order to settle its Whitman obligations of $240 million ($82.1 million
dividend and $157.9 million for intercompany loans and advances), and to provide
for working capital on and after the Distribution, in January 1998, Hussmann
Corporation borrowed $270 million under the Credit Facility.

PRO FORMA CAPITALIZATION (UNAUDITED)

The following table presents the capitalization of Hussmann at December 31,
1997, together with pro forma information as if the borrowings under the new
Credit Facility and the payment to Whitman had occurred as of that date (in
millions):

<TABLE>
<CAPTION>
ACTUAL PRO FORMA
------ ---------
<S> <C> <C>
Short-term debt............................................. $ 6.2 $ 6.2
Loans and advances from Whitman............................. 173.8 --
Bank credit facility........................................ -- 240.0
------ ------
Total debt................................................ 180.0 246.2
------ ------
Total shareholder equity.................................. 186.6 139.1
------ ------
Total debt and capitalization............................... $366.6 $385.3
====== ======
</TABLE>

F-11
<PAGE> 50
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

STOCK OPTIONS AND RESTRICTED STOCK

In connection with the Spin-off, Hussmann adopted, and Whitman, as then
sole shareholder of Hussmann, approved the Hussmann International Stock
Incentive Plan (the "Plan"). The Plan authorizes the issuance of up to 5,512,945
shares of Hussmann Common Stock pursuant to the exercise of incentive stock
options, non-qualified stock options and stock appreciation rights and the grant
of restricted stock and performance awards.

On January 30, 1998, outstanding stock options granted under the Whitman
Stock Incentive Plan were replaced with new non-qualified Hussmann stock options
of equivalent value, with necessary adjustments being made to the number and
exercise price of the Hussmann options to preserve the economic spread of the
prior Whitman options as of the January 30, 1998 distribution date. Options
granted pursuant to the Plan are generally exercisable ratably over a period of
three years commencing one year after the date of grant.

The following table summarizes information regarding the outstanding
Hussmann stock options as of January 30, 1998:

OPTIONS OUTSTANDING

<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE WEIGHTED- WEIGHTED-
REMAINING AVERAGE AVERAGE
NUMBER OF LIFE (IN EXERCISE EXERCISABLE EXERCISE
RANGE OF EXERCISE PRICES SHARES YEARS) PRICE SHARES PRICE
------------------------ --------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$6.07-$7.82............................ 296,332 3.6 $ 6.91 296,332 $ 6.91
$8.49-$9.87............................ 234,266 6.8 $ 9.35 185,521 $ 9.22
$12.48-$13.69.......................... 1,589,326 9.2 $13.36 154,899 $13.69
--------- -------
Total Options.......................... 2,119,924 8.1 $12.01 636,752 $ 9.23
========= =======
</TABLE>

In addition, restricted shares of Whitman common stock issued to certain
Hussmann officers were forfeited on January 30, 1998 and replaced with
restricted shares of Hussmann Common Stock of equal value. At January 30, 1998,
there were 98,021 restricted shares of Hussmann Common Stock outstanding. The
restricted shares vest ratably over a three-year period commencing one year from
the original date of grant.

SHAREHOLDER RIGHTS AGREEMENT AND SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

In 1997, Hussmann adopted a Rights Agreement providing for the issuance of
one Preferred Stock Purchase Right (a "Right") with each share of Hussmann
Common Stock. Each Right entitles the registered holder to purchase from
Hussmann one one-hundredth of a share of Series A Junior Preferred Stock (a
"Preferred Share") at a price of $150 per one one-hundredth of a Preferred
Share, subject to adjustment. The Rights will become exercisable on the Rights
Distribution Date, which is the earlier of the tenth day following a public
announcement that a person(s) has acquired beneficial ownership of 15% or more
of the outstanding shares of Hussmann Common Stock (an "Acquiring Person"), or
ten business days after the commencement of a tender offer or exchange offer
that would result in a person(s) acquiring beneficial ownership of 15% or more
of the outstanding shares of Hussmann Common Stock.

If a person becomes an Acquiring Person, each Right holder (other than the
Acquiring Person) will be entitled to receive, upon exercise of the Right, a
number of shares of Hussmann Common Stock having a market value of two times the
exercise price of the Right. If Hussmann is acquired in a merger or other
business combination, each Right holder (other than the Acquiring Person) will
be entitled to receive, upon exercise of a Right, a number of the acquiring
company's common shares having a market value at that time of two times the
exercise price of the Right.

F-12
<PAGE> 51
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

In general, Hussmann can redeem all Rights for one cent per Right at any
time until 10 days following the first public announcement that a person has
become an Acquiring Person. The Hussmann Board of Directors, without the consent
of the holders of Rights, is also authorized to reduce the stock ownership
thresholds to 10 percent or increase them to not more than 20 percent. The
Rights will expire on December 31, 2007. Until a Right is exercised, the holder
of a Right (merely by being a Right holder) will have not rights as a
shareholder of Hussmann including voting or dividend rights.

Each Preferred Share will be entitled to a minimum preferential quarterly
dividend payment of $1.00 per share, but will be entitled to an aggregate
dividend of 100 times the dividend declared per share of Hussmann Common Stock.
Each Preferred Share will have 100 votes, voting together with the Hussmann
Common Stock. In the event of a merger or other transaction in which shares of
common stock of the Company are exchanged, each Preferred Share will be entitled
to receive 100 times the amount received per share of Hussmann Common Stock.

The Company has 20 million authorized shares of Preferred Stock, of which
1.5 million have been designated as Preferred Shares. There are no Preferred
Shares issued or outstanding.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

Hussmann manufactures, sells, installs and services merchandising and
refrigeration systems for the world's commercial food industry.

FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS

Assets and liabilities of non-U.S. operations are translated into U.S.
dollars using exchange rates as of the end of each fiscal period. Income and
expense items are translated at average exchange rates prevailing during each
fiscal period. The resulting translation adjustments are recorded as a component
of shareholder equity. For those non-U.S. entities of Hussmann operating in
countries where economies are considered to be highly inflationary, translation
gains and losses are included in net income. Gains and losses from foreign
currency transactions are included in net income.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of deposits with banks and financial
institutions which are unrestricted as to withdrawal or use, and which have
original maturities of three months or less.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Hussmann's financial instruments include cash and cash equivalents,
receivables, short-term debt, and accounts payable. The carrying amounts
approximate fair values because of the short maturity of these instruments.

Because of the intercompany nature of the indebtedness, it is not
considered meaningful to present fair value information with respect to the
loans and advances from Whitman.

INVENTORIES

Inventories are valued at the lower of cost (principally determined on the
first-in, first-out or average methods) or net realizable value.

F-13
<PAGE> 52
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation is computed using
the straight-line method. When property is sold or retired, the cost and
accumulated depreciation are eliminated from the accounts and gains or losses
are recorded in other income (expense), net. Expenditures for maintenance and
repairs are expensed as incurred. The approximate ranges of annual depreciation
rates are 2% to 5% for buildings and improvements and 8% to 33% for machinery
and equipment.

GOODWILL

Goodwill represents the excess of cost over fair market value of tangible
assets of acquired businesses. Such excess amounts are being amortized on
straight-line bases over 40 years, with minor amounts being amortized over
shorter periods.

CARRYING VALUES OF LONG-LIVED ASSETS

Hussmann evaluates the carrying values of its long-lived assets to be held
and used in the business by reviewing undiscounted cash flows by operating unit.
Such evaluations are performed whenever events and circumstances indicate that
the carrying amount of an asset may not be recoverable. If the sum of the
projected undiscounted cash flows over the remaining lives of the related assets
does not exceed the carrying value of the assets, the carrying values would be
adjusted for the difference between the fair value and the carrying values.

REVENUE RECOGNITION

Revenue is recognized when products are shipped or when services are
performed. Revenue for installation projects is recognized upon completion of
the project and acceptance by the customer. Most products carry a one-year
warranty while installation projects carry a three-month warranty. Hussmann
estimates and records provisions for warranties in the period the sale is
reported, based on its historical experience.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred. These costs
amounted to $5.6 million, $6.0 million and $5.6 million in 1997, 1996 and 1995,
respectively.

ACCOUNT CLASSIFICATIONS

Certain amounts presented in the accompanying combined financial statements
are classified in a manner which differs, in minor respects, from the manner in
which such amounts have been classified in Whitman's consolidated financial
statements.

USE OF ESTIMATES

Management has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these combined financial statements in conformity with
generally accepted accounting principles. Actual results could differ from these
estimates.

F-14
<PAGE> 53
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(3) CHANGES IN EQUITY

The following table presents the changes in equity for the years ended
December 31, 1995, 1996 and 1997 (in millions):

<TABLE>
<CAPTION>
CUMULATIVE
HUSSMANN CURRENCY
CAPITAL TRANSLATION SHAREHOLDER
ACCOUNTS ADJUSTMENTS EQUITY
-------- ----------- -----------
<S> <C> <C> <C>
January 1, 1995......................................... $197.1 $ (23.9) $173.2
Net income.............................................. 23.9 -- 23.9
Stock compensation plans................................ 0.6 -- 0.6
Dividends to Whitman.................................... (7.3) -- (7.3)
Translation adjustments................................. -- (29.3) (29.3)
------ ------- ------
December 31, 1995....................................... 214.3 (53.2) 161.1
Net income.............................................. 34.1 -- 34.1
Stock compensation plans................................ 1.0 -- 1.0
Dividends to Whitman.................................... (8.3) -- (8.3)
Translation adjustments................................. -- 4.7 4.7
------ ------- ------
December 31, 1996....................................... 241.1 (48.5) 192.6
Net loss................................................ (12.8) -- (12.8)
Stock compensation plans................................ 0.3 -- 0.3
Dividends to Whitman.................................... (2.2) -- (2.2)
Whitman capital contribution............................ 14.0 -- 14.0
Translation adjustments................................. -- (5.3) (5.3)
------ ------- ------
December 31, 1997....................................... $240.4 $ (53.8) $186.6
====== ======= ======
</TABLE>

(4) TRANSACTIONS WITH WHITMAN

CASH MANAGEMENT AND ADVANCES

During all periods presented, Whitman managed the cash not considered
necessary for operating requirements of certain of its subsidiaries, including
the U.S. operations of Hussmann. Cash not needed for operations was advanced to
Whitman at the then-current commercial bank prime lending rate; cash was
advanced by Whitman on the same basis. All advances to or from Whitman were
included in advances and loans from Whitman in the combined balance sheets.
Interest income and expense on such advances were included in "Interest expense:
Whitman" in the combined statements of operations.

DIVIDENDS PAID TO/CAPITAL CONTRIBUTIONS FROM WHITMAN

Hussmann has paid dividends to Whitman and Whitman has made capital
contributions to Hussmann, as summarized in Note 3.

NOTE PAYABLE TO WHITMAN

Included in loans and advances from Whitman as of December 31, 1997 and
1996 is a junior subordinated note in the amount of $117.3 million, which was
repaid in conjunction with the Spin-off.

F-15
<PAGE> 54
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

WHITMAN CHARGES

Whitman allocated portions of its corporate office general and
administrative expenses and interest expense to its subsidiaries. Hussmann's
share of such costs amounted to $28.4 million, $26.7 million, and $28.6 million
in 1997, 1996 and 1995, respectively. Such charges represent an allocation of
Whitman's estimated total expenses, and were charged to Whitman's subsidiaries
based on budgeted revenues. Whitman considered this method to be a reasonable
basis for allocation.

(5) RECEIVABLES

Receivables are stated net of allowance for doubtful accounts of $1.9
million as of December 31, 1997, and $2.2 million as of December 31, 1996.

(6) INVENTORIES

Inventories as of December 31, 1997 and 1996 consisted of the following (in
millions):

<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Raw materials and supplies.................................. $ 66.9 $ 66.2
Work in process............................................. 52.0 59.8
Finished goods.............................................. 27.8 28.5
------ ------
$146.7 $154.5
====== ======
</TABLE>

(7) PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 1997 and 1996 consisted of the
following (in millions):

<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Land........................................................ $ 5.4 $ 4.9
Buildings and improvements.................................. 82.0 78.8
Machinery and equipment..................................... 207.9 188.7
------ ------
Total property and equipment................................ 295.3 272.4
Accumulated depreciation.................................... (135.4) (134.0)
------ ------
Property and equipment, net................................. $159.9 $138.4
====== ======
</TABLE>

(8) GOODWILL

Goodwill is stated net of accumulated amortization of $8.8 million and
$17.5 million as of December 31, 1997 and 1996, respectively.

F-16
<PAGE> 55
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(9) ACCRUED EXPENSES

Accrued expenses as of December 31, 1997 and 1996 consisted of the
following (in millions):

<TABLE>
<CAPTION>
1997 1996
----- -----
<S> <C> <C>
Salaries and wages.......................................... $16.8 $16.5
Restructuring............................................... 29.3 --
Taxes other than income taxes............................... 6.3 8.2
Warranty.................................................... 7.9 8.2
Pension..................................................... 5.9 7.8
Other....................................................... 8.4 5.5
----- -----
$74.6 $46.2
===== =====
</TABLE>

(10) LEASES

As of December 31, 1997, annual minimum rental payments under operating
leases that have initial non-cancelable terms in excess of one year were as
follows (in millions):

<TABLE>
<CAPTION>
1997
-----
<S> <C>
1998........................................................ $ 9.1
1999........................................................ 6.7
2000........................................................ 4.6
2001........................................................ 2.1
2002........................................................ 1.9
Thereafter.................................................. 8.5
-----
Total minimum lease payments................................ $32.9
=====
</TABLE>

Total rent expense applicable to operating leases amounted to $9.5 million,
$9.6 million, and $9.0 million in 1997, 1996 and 1995, respectively. A majority
of Hussmann's leases provide that Hussmann pay taxes, maintenance, insurance and
certain other operating expenses which are not included in the above lease
amounts.

F-17
<PAGE> 56
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(11) INCOME TAXES

Hussmann's U.S. operations have been included in the consolidated U.S.
Federal and certain state unitary income tax returns of Whitman. Income tax
expense has been allocated to Hussmann as if Hussmann had filed separate income
tax returns.

The income tax expense consisted of (in millions):

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Current:
U.S. Federal.............................................. $ 12.2 $ 10.1 $ 3.1
Non-U.S................................................... 5.5 5.6 6.8
U.S. state and local...................................... 1.8 1.2 0.7
------ ------ ------
Total current............................................... 19.5 16.9 10.6
------ ------ ------
Deferred:
U.S. Federal.............................................. (2.2) 0.1 1.1
Non-U.S................................................... (7.5) 0.6 2.0
U.S. state and local...................................... (0.4) -- 0.2
------ ------ ------
Total deferred.............................................. (10.1) 0.7 3.3
------ ------ ------
Income tax expense.......................................... $ 9.4 $ 17.6 $ 13.9
====== ====== ======
</TABLE>

The items which gave rise to differences between the income tax expense in
the combined statements of operations and income taxes computed at the U.S.
statutory rate are summarized as follows (in millions):

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Income tax expense computed at U.S. statutory rate.......... $ (1.2) $ 18.1 $ 13.2
U.S. state and local taxes, net of U.S. Federal income tax
benefit................................................... 0.9 0.8 0.6
Higher (lower) non-U.S. effective tax rates................. (0.3) (1.7) 0.1
Non-deductible non-recurring charges........................ 9.7 -- --
Other items, net............................................ 0.3 0.4 --
------ ------ ------
Income tax expense.......................................... $ 9.4 $ 17.6 $ 13.9
====== ====== ======
</TABLE>

Pretax income (loss) from non-U.S. operations amounted to $(30.3) million,
$23.3 million, and $25.6 million in 1997, 1996 and 1995, respectively. U.S.
income taxes have not been provided on the undistributed income ($71.1) million
of Hussmann's non-U.S. operations, which currently is not intended to be
remitted to the U.S. No deferred tax liability has been recognized with regard
to the potential remittance of such undistributed income. It is not practicable
to estimate the incremental income tax liability that might be incurred if such
income was remitted to the U.S.

Deferred income taxes are created by "temporary differences" which exist
between amounts of assets and liabilities recorded for financial reporting
purposes and such amounts as reported under income tax regulations.

F-18
<PAGE> 57
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred tax assets and liabilities as of December 31, 1997 and 1996
consisted of (in millions):

<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Deferred tax assets attributable to:
Post-retirement benefit accruals.......................... $ 5.6 $ 6.2
Restructuring accrual..................................... 10.8 2.0
Other accruals............................................ 7.6 5.6
------ ------
Total deferred tax assets................................... 24.0 13.8
------ ------
Deferred tax liabilities attributable to:
Property and equipment, principally depreciation method
differences............................................ (7.2) (8.2)
Pensions.................................................. (7.2) (6.6)
Inventories............................................... (5.9) (5.2)
Other..................................................... (0.9) (1.5)
------ ------
Total deferred tax liabilities.............................. (21.2) (21.5)
------ ------
Net deferred tax asset (liability).......................... $ 2.8 $ (7.7)
------ ------
Net deferred tax asset (liability) included in:
Other assets.............................................. $ 2.3 $ 0.9
Deferred income taxes and other liabilities............... 0.5 (8.6)
------ ------
Net deferred tax asset (liability).......................... $ 2.8 $ (7.7)
====== ======
</TABLE>

Management believes it is more likely than not that all deferred tax assets
will be realized and, accordingly no valuation allowance is required.

(12) PENSION AND OTHER POST-RETIREMENT PLANS

HUSSMANN-SPONSORED DEFINED BENEFIT PENSION PLANS

Substantially all of Hussmann's U.S. employees are covered under various
defined benefit pension plans sponsored and funded by Hussmann. Plans covering
salaried employees provide pension benefits based on years of service and
generally are limited to a maximum of 20% of an employee's average annual
compensation during the five years preceding retirement. Plans covering hourly
employees generally provide benefits of stated amounts for each year of service.
Plan assets are invested primarily in common stocks, corporate bonds and
government securities.

Net periodic pension cost for 1997, 1996 and 1995 included the following
components (in millions):

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Service cost-benefits earned during period.................. $ 4.8 $ 4.2 $ 3.6
Interest cost on projected benefit obligation............... 11.2 10.4 9.7
Actual return on assets..................................... (32.4) (16.2) (19.1)
Net amortization and deferral............................... 20.7 4.9 8.7
------ ------ ------
Total net periodic pension cost............................. $ 4.3 $ 3.3 $ 2.9
====== ====== ======
</TABLE>

F-19
<PAGE> 58
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The principal economic assumptions used in the determination of net
periodic pension cost include the following:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Discount rate............................................... 7.5% 7.5% 8.5%
Expected long-term rate of return on assets................. 9.5% 9.5% 9.5%
Rate of increase in compensation levels..................... 4.5% 5.0% 6.0%
</TABLE>

Pension costs are funded in amounts not less than minimum levels required
by regulation. The following table reconciles the pension plans' funded status
to the amounts recognized in Hussmann's Combined Balance Sheets as of December
31, 1997 and 1996 (in millions):

<TABLE>
<CAPTION>
1997 1996
----------------------------- -----------------------------
ASSETS EXCEED ACCUMULATED ASSETS EXCEED ACCUMULATED
ACCUMULATED BENEFITS ACCUMULATED BENEFITS
BENEFIT EXCEED ASSETS BENEFITS EXCEED ASSETS
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Actuarial present value of benefit
obligation (measured as of September
30):
Vested benefit obligation................ $ (96.4) $ (24.6) $ (80.5) $ (34.7)
------- ------- ------- -------
Accumulated benefit obligation........... (98.8) (33.5) (82.5) (37.5)
------- ------- ------- -------
Projected benefit obligation............. (116.1) (35.2) (98.3) (39.0)
Plan assets at fair market value
(measured as of September 30).......... 141.8 30.1 116.0 32.3
Plan assets in excess of (less than)
projected benefit obligation........... 25.7 (5.1) 17.7 (6.7)
Unrecognized net asset at transition..... (0.2) 0.1 (0.3) --
Unrecognized prior service costs......... 6.2 5.8 5.4 8.0
Unrecognized net loss (gain)............. (18.8) (0.4) (11.7) 1.4
Additional liability required to
recognize minimum liability............ -- (4.0) -- (7.8)
------- ------- ------- -------
Prepaid (accrued) pension cost recognized
in balance sheets...................... $ 12.9 $ (3.6) $ 11.1 $ (5.1)
======= ======= ======= =======
</TABLE>

The principal economic assumptions used in determining the above benefit
obligations were discount rates of 7.0% and 7.5% in 1997 and 1996, respectively,
and rates of increase in future compensation levels of 4.5% and 5.0% in 1997 and
1996, respectively.

HUSSMANN-SPONSORED DEFINED CONTRIBUTION PLANS

Substantially all U.S. salaried employees, certain U.S. hourly employees
and certain Canadian employees participate in voluntary, contributory defined
contribution plans to which Hussmann makes full or partial matching
contributions. Hussmann matching contributions to these plans amounted to $3.7
million, $3.1 million and $2.9 million in 1997, 1996 and 1995, respectively.

MULTI-EMPLOYER PENSION PLANS

Hussmann participates in a number of multi-employer pension plans which
provide benefits to certain unionized employee groups. Amounts contributed to
the plans totaled $3.7 million, $3.4 million and $2.8 million in 1997, 1996 and
1995, respectively.

F-20
<PAGE> 59
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

POST-RETIREMENT BENEFITS OTHER THAN PENSIONS

Hussmann provides substantially all former U.S. salaried employees who
retired prior to July 1, 1989 and selected other employees in the U.S. and
Canada with certain life and health care benefits. U.S. salaried employees
retiring after July 1, 1989 generally are required to pay the full cost of these
benefits. Eligibility for these benefits varies with the employee's
classification prior to retirement. Accrued post-retirement benefit costs
recorded in Hussmann's combined balance sheets were $14.5 million and $14.4
million as of December 31, 1997 and 1996, respectively. The costs associated
with the program were immaterial in each of the years 1995 through 1997.

MULTI-EMPLOYER POST-RETIREMENT MEDICAL AND LIFE INSURANCE

Hussmann participates in a number of multi-employer plans which provide
health care and survivor benefits to unionized employees during their working
lives and after retirement. Portions of the benefit contributions, which cannot
be disaggregated, related to post-retirement benefits for plan participants.
Total amounts charged against income and contributed to the plans (including
benefit coverage during their working lives) amounted to $5.2 million, $5.1
million, and $4.0 million in 1997, 1996 and 1995, respectively.

(13) OTHER INCOME, NET

Other income, net, for years ended December 31, 1997, 1996 and 1995
consisted of interest income of $1.8 million, $2.1 million, $3.7 million,
respectively, and other immaterial items.

(14) NON-RECURRING CHARGES

Non-recurring charges consist of charges Hussmann recorded in 1997 related
to the recognition of goodwill impairment, the closure of certain sales and
service branches in the U.K., the restructuring of its U.K. operations, and the
consolidation of certain North American operations.

During the third quarter of 1997, Hussmann recorded non-recurring charges
of $30.7 million ($29.6 million on an after-tax basis) consisting of
approximately $26.0 million relating to the recognition of goodwill impairment
and $4.7 million principally relating to the closure of sales and service
branches in the U.K.

During the fourth quarter of 1997, Hussmann management decided to
restructure its U.K. operations. The restructuring plan included closing a
manufacturing facility in Glasgow, Scotland and the consolidation of two
manufacturing facilities in Milton Keynes, England. Additionally, it included
the consolidation of certain North American operations. These actions resulted
in the elimination of approximately 320 jobs, primarily in the U.K. The total
costs were approximately $25.6 million (approximately $17.4 million on an
after-tax basis) which includes $12.6 million for the write-down of inventory
and equipment, $10.9 million in severance and termination benefits, and $2.1
million for lease termination and other closing costs. The restructuring is
scheduled to be completed by the second quarter of 1998 and is expected to
result in lower employee costs and higher manufacturing productivity. During
1997, approximately $0.4 million in costs were incurred related to the
restructuring and charged against the reserve.

(15) OTHER FINANCIAL INFORMATION

Net cash provided by operating activities includes cash payments or cash
receipts as follows (in millions):

<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Interest paid............................................... $18.3 $18.0 $16.3
Income taxes paid........................................... 15.7 8.5 4.9
</TABLE>

F-21
<PAGE> 60
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

In 1997, Hussmann acquired the remaining 25% interest in Frio-Lux, an
equipment distributor in Chile, a 70% interest in Fast Frio, a refrigerator
manufacturer and distributor in Brazil and 100% of Industrias Gilvert, a
manufacturer of refrigeration coils located in Mexico. The total amount paid for
1997 acquisitions totaled $26.4 million. There were no significant acquisitions
in 1996. In 1995, Hussmann acquired a 75% interest in Frio-Lux, a 55% interest
in Luoyang Refrigeration in Luoyang, China, and the remaining 50% interest in
Capital Metalworks Limited, a refrigeration manufacturer and distributor in the
U.K. The total amount paid for 1995 acquisitions was $9.4 million. All such
acquisitions were accounted for as purchases, and Hussmann's combined operating
results include such acquisitions from the dates of purchase. The effects of
these acquisitions, had they been made as of the beginning of the period
reported, would not have been significant to Hussmann's combined operating
results.

(16) CONTINGENCIES

Hussmann has certain contingent liabilities arising from various pending
claims and litigation on a number of matters. While the amount of liability that
may result from these matters cannot be determined, in the opinion of Hussmann
counsel, the ultimate liability will not materially affect the combined
financial position or results of operations of Hussmann.

(17) BUSINESS SEGMENT INFORMATION

Hussmann is engaged in manufacturing, sales, installation and servicing of
commercial refrigeration systems and equipment in various markets throughout the
world. As the products and services sold are similar throughout the world,
Hussmann manages the business with separate senior management teams responsible
for geographic regions. Therefore, the following segments correspond to these
geographic regions.

The following tables present financial information for each of these
business segments as of and for the years ended December 31, 1997, 1996 and 1995
(in millions):

<TABLE>
<CAPTION>
SALES AND REVENUES OPERATING INCOME
---------------------------- ------------------------
1997 1996 1995 1997 1996 1995
-------- -------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
U.S. and Canada............................. $ 894.9 $ 826.6 $738.6 $102.8 $ 94.4 $ 78.6
U.K......................................... 124.2 139.9 157.3 (55.4) -- 5.8
Other International......................... 134.3 82.0 67.6 17.2 14.3 9.1
Eliminations................................ (57.2) (42.8) (41.8) -- -- --
-------- -------- ------ ------ ------ ------
Total before corporate and other expenses... $1,096.2 $1,005.7 $921.7 64.6 108.7 93.5
======== ======== ======
Hussmann corporate administrative
expenses.................................. (21.6) (14.9) (14.8)
------ ------ ------
Total operating income...................... 43.0 93.8 78.7
Whitman charges............................. (28.4) (26.7) (28.6)
Interest expense............................ (18.9) (18.0) (16.8)
Other income, net........................... 0.9 2.6 4.5
------ ------ ------
Income (loss) before income tax expense..... $ (3.4) $ 51.7 $ 37.8
====== ====== ======
</TABLE>

F-22
<PAGE> 61
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
DEPRECIATION AND
IDENTIFIABLE ASSETS AMORTIZATION CAPITAL INVESTMENTS
------------------------ --------------------- ---------------------
1997 1996 1995 1997 1996 1995 1997 1996 1995
------ ------ ------ ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. and Canada............... $332.1 $350.3 $324.9 $13.8 $12.5 $10.6 $16.3 $19.4 $19.1
U.K........................... 77.1 115.0 116.1 2.7 2.9 4.9 1.1 6.2 4.1
Other International........... 134.8 84.1 58.6 2.8 2.0 1.6 9.5 6.8 4.2
Corporate assets.............. 69.5 62.0 47.8 3.1 2.8 2.5 11.7 1.1 1.9
------ ------ ------ ----- ----- ----- ----- ----- -----
$613.5 $611.4 $547.4 $22.4 $20.2 $19.6 $38.6 $33.5 $29.3
====== ====== ====== ===== ===== ===== ===== ===== =====
</TABLE>

Foreign currency gains or losses were not significant. Sales to any single
customer and sales to domestic or foreign governments were each less than ten
percent of combined sales and revenues.

Included in U.S. and Canada sales and revenues shown above were export
sales to the following geographic areas (in millions):

<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Europe and Middle East...................................... $ 0.8 $ 1.5 $ 2.7
Latin America............................................... 12.8 8.5 9.5
Asia Pacific................................................ 9.9 8.1 5.8
----- ----- -----
Total exports............................................... $23.5 $18.1 $18.0
===== ===== =====
</TABLE>

Sales and revenues, long-lived assets, and deferred tax assets related to
Hussmann operations located in the United States consist of the following (in
millions):

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Sales and revenues.......................................... $779.8 $727.5 $645.1
Long-lived assets........................................... 109.8 99.8 94.2
Deferred tax assets......................................... 22.1 12.2 10.4
</TABLE>

Sales and revenues are attributed to the location from which products are
shipped or services are provided to the customer.

Sales and revenues, long-lived assets, and deferred tax assets related to
Hussmann operations located outside of the United States consist of the
following (in millions):

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Sales and revenues.......................................... $316.4 $278.2 $276.6
Long-lived assets........................................... 75.2 77.3 70.9
Deferred tax assets......................................... 1.9 1.6 1.5
</TABLE>

F-23
<PAGE> 62
HUSSMANN INTERNATIONAL

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Sales and revenues are attributed to the location from which products are
shipped or services are provided to the customer.

(18) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table presents Hussmann's sales and revenues, gross profit,
and net income on a quarterly basis (in millions):

<TABLE>
<CAPTION>
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER FULL YEAR
------------- -------------- ------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
1997
Sales and revenues.................. $198.6 $250.8 $283.8 $363.0 $1,096.2
Gross profit........................ 34.9 48.4 62.6 60.8 206.7
Net income (loss)................... (0.7) 5.7 (15.9) (1.9) (12.8)
1996
Sales and revenue................... $194.6 $226.0 $261.5 $323.6 $1,005.7
Gross profit........................ 34.5 48.1 56.0 65.3 203.9
Net income (loss)................... (1.8) 6.6 13.2 16.1 34.1
1995
Sales and revenue................... $168.7 $220.6 $241.4 $291.0 $ 921.7
Gross profit........................ 28.7 46.5 49.0 55.1 179.3
Net income (loss)................... (0.3) 4.8 8.7 10.7 23.9
</TABLE>

F-24
<PAGE> 63

SUBJECT TO COMPLETION, DATED MAY 19, 1998

PROSPECTUS

HUSSMANN INTERNATIONAL, INC.
$250,000,000
DEBT SECURITIES

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

Hussmann International, Inc. ("Hussmann" or the "Company") may offer from
time to time its unsecured debentures, notes or other evidences of indebtedness
(the "Securities"), in one or more series, in amounts, at prices and on terms to
be determined at the time of sale. The Securities may be sold to underwriters,
to or through dealers, acting as principals or acting as agents, or directly to
other purchasers. See "Plan of Distribution."

The Securities may be issued in registered form without coupons, or in
unregistered form with or without coupons. In addition, all or a portion of the
Securities may be issued in temporary or definitive global form. Securities
which are book-entry Securities will be issued in registered global form.

The specific designation, aggregate principal amount, designated currency
or currencies, or currency unit or units in which the principal, any premium or
any interest is payable, authorized denominations, purchase price, maturity,
interest rate (which may be fixed or variable) and time of payment of any
interest, any redemption terms or other special terms and the terms of the
offering in connection with the sale of the Securities in respect of which this
Prospectus is being delivered, together with the names of any underwriters,
dealers or agents, applicable commissions or discounts and net proceeds to the
Company from the sale thereof, are set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement").

This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

The date of this Prospectus is May , 1998
<PAGE> 64

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS
SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES TO ANY PERSON IN
ANY JURISDICTION TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.

AVAILABLE INFORMATION

Hussmann is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Company has filed with the Commission a
registration statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all information set forth in the
Registration Statement and reference is hereby made to the Registration
Statement and the exhibits thereto for further information with respect to the
Company and the Securities offered hereby. Such reports, proxy statements,
Registration Statement and exhibits and other information omitted from this
Prospectus can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at its Regional Offices located at 7 World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company, at (http://www.sec.gov). Hussmann's common
stock is listed on the New York Stock Exchange and such reports and other
information may also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report of the Company on Form 10-K for the year ended December
31, 1997, the Quarterly Report of the Company on Form 10-Q for the quarter ended
March 31, 1998, the Current Report on Form 8-K of the Company dated January 30,
1998 and the registration statement of the Company on Form 10 dated January 6,
1998 are incorporated by reference into this Prospectus. All documents filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Securities contemplated hereby shall be deemed to be
incorporated by reference into this Prospectus and to be made a part hereof from
the respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Registration Statement
and this Prospectus to the extent that a statement contained herein, in the
accompanying Prospectus Supplement or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.

Copies of the above documents (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents)
may be obtained upon written or oral request without charge from Hussmann, 12999
St. Charles Rock Road, Bridgeton, Missouri 63044 (telephone number (314)
291-2000), Attention: Patrick T. Farrell.

2
<PAGE> 65

THE COMPANY

Hussmann manufactures, sells, installs and services merchandising and
refrigeration systems for the world's commercial food industry. Products include
refrigerated and non-refrigerated display merchandisers, refrigeration systems,
beverage coolers, air handlers, condensers, coils and walk-in storage coolers
and freezers. Hussmann utilizes advanced technology to create energy efficient
products that are designed to provide low life-cycle costs. Hussmann's wide
product line features high quality products intended to meet the needs of a
broad range of customers. Hussmann operates in three geographic segments, the
U.S. and Canada, the United Kingdom and Other International, which includes
Mexico, Latin America, Asia Pacific, continental Europe and the Middle East.

The Company was incorporated under the laws of the State of Delaware on
August 29, 1997. At the time of its incorporation, the Company was a
wholly-owned subsidiary of Whitman Corporation, a Delaware corporation
("Whitman"). On January 30, 1998, Whitman distributed (the "Distribution") all
of the issued and outstanding shares of common stock, par value $.001 per share,
of the Company (the "Common Stock") to the shareholders of record of Whitman's
common stock as of January 16, 1998. The Distribution was made pursuant to the
terms of a Distribution and Indemnity Agreement (the "Distribution Agreement")
dated as of December 31, 1997 by and among Whitman, the Company and Hussmann
Corporation, a Missouri corporation ("Hussmann Corporation") and wholly-owned
subsidiary of the Company.

USE OF PROCEEDS

Except as otherwise set forth in any Prospectus Supplement, the net
proceeds to be received by the Company from the sale of the Securities will be
used for general corporate purposes, including repayment of indebtedness,
expansion of existing businesses and investments in business opportunities as
they may arise. Pending such use, the net proceeds may be temporarily invested
in short-term instruments.

DESCRIPTION OF SECURITIES

The following description of the Securities sets forth certain general
terms and provisions to which any Prospectus Supplement may relate. The
particular terms of Securities being offered and the extent to which such
general provisions apply are described in the Prospectus Supplement relating
thereto.

The Securities are to be issued under an Indenture dated as of ,
1998 (the "Indenture"), between the Company and The Bank of New York, as Trustee
("Trustee"). The form of the Indenture is filed as an exhibit to the
Registration Statement. The following summary of certain provisions of the
Securities and the Indenture is subject to, and is qualified in its entirety by,
all of the provisions of the Indenture. Article and section references in
parentheses are to the Indenture. Wherever particular provisions (including
definitions) of the Indenture are referred to, such provisions are incorporated
by reference as a part of the statements made, and the statements are qualified
in their entirety by such reference.

GENERAL

The Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The Indenture provides
that the Securities may be issued thereunder from time to time in one or more
series and does not limit the aggregate principal amount of the Securities or of
any particular series of Securities.

The Securities will be obligations of the Company exclusively. Because
Hussmann conducts substantially all of its business through its subsidiaries,
the ability of the Company to meet its obligations under the Securities will be
dependent on the earnings and cash flow of its subsidiaries and the ability of
its subsidiaries
3
<PAGE> 66

to pay dividends and to advance funds to the Company. In addition, Hussmann's
rights and the rights of its creditors and securities holders, including the
holders of the Securities, to participate in the assets of any subsidiary upon
such subsidiary's liquidation or recapitalization will be subject to prior
claims of such subsidiary's creditors, except to the extent that the Company may
itself be a creditor with recognized claims against any such subsidiary. Except
with respect to the covenants "Limitation on Liens" and "Limitation on Sale and
Lease-Back Transactions" contained in the Indenture described below, the
Indenture does not restrict or limit the ability of any subsidiary of the
Company to incur, create, assume or guarantee indebtedness.

The Securities may be issued in fully registered form without coupons or in
unregistered form with or without coupons. The Securities may also be issued in
the form of one or more temporary or definitive global securities (each a
"Global Security"). Registered Securities which are book-entry securities will
be issued as registered Global Securities. Unregistered Securities may also be
issued in the form of temporary or definitive Global Securities.

The Securities may be denominated in U.S. dollars or in any other currency
or currency unit. If any of the Securities are sold for any foreign currency or
currency unit or if principal of (and premium, if any) and interest, if any, on
any of the Securities are payable in any foreign currency or currency unit, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Securities and such foreign currency or currency
unit will be set forth in the Prospectus Supplement relating thereto.

Reference is made to the Prospectus Supplement for the following terms of a
series of Securities being offered: (a) the title of such Securities; (b) the
aggregate principal amount of Securities; (c) the rate or rates (which may be
fixed or variable) at which the Securities will bear interest, if any, or the
method of determining any interest, the date or dates from which any such
interest will accrue, the date or dates on which any such interest will be
payable, and the record date for the interest payable on any interest payment
date; (d) the date or dates of maturity; (e) the period or periods within which,
the price or prices at which, and the terms and conditions upon which, the
Company may redeem the Securities; (f) the obligation, if any, of the Company to
redeem the Securities pursuant to a sinking fund or at the option of the holder
and the period or periods within which, the price or prices at which, and the
terms and conditions upon which, the Securities will be redeemed; (g) the
portion of the principal amount of the Securities due upon acceleration of
maturity in the event of a default; (h) the denominations in which the
Securities will be issuable if other than denominations of $1,000 if registered
and $5,000 if unregistered; (i) the form used to evidence ownership of the
Securities; (j) information with respect to conversion of the Securities, if
convertible; (k) the places where the principal (and premium, if any) and
interest, if any, are payable; (l) additional offices or agencies for
registration of transfer and exchange and for payment of the principal (and
premium, if any) and interest, if any; (m) whether the Securities will be issued
as registered Securities, or as unregistered Securities, including temporary and
definitive Global Securities, the depositary for any Global Security, and the
circumstances, if any, upon which such Securities may be exchanged for
Securities issued in a different form; (n) if other than U.S. dollars, the
currency or currencies, or currency unit or units for which the Securities may
be purchased and in which the payment of principal of (and premium, if any) and
interest, if any, on such Securities will be made; (o) if the Company or the
holders of such Securities may elect payment in a currency or currencies, or
currency unit or units other than that in which such Securities are denominated,
then the period or periods within which, and the terms and conditions upon
which, such election may be made and any provision requiring the holders to bear
currency exchange costs; (p) if the amount of any payment on the Securities may
be determined with reference to a currency, currency unit, commodity or
financial or non-financial index or indices, then the manner in which any such
amount shall be determined; (q) whether and under what circumstances the Company
will pay additional amounts to any holder of such Securities who is not a U.S.
person in respect of any tax, assessment or governmental charge required to be
withheld or deducted and, if so, whether the Company will have the option to
redeem such Securities rather than pay any additional amounts; (r) the person to
whom any interest on a registered Security will be payable if other than as
registered on the record date, the manner in which or person to whom any
interest on an unregistered Security will be payable if other than upon
surrender of the appropriate coupon and the manner in which any interest

4
<PAGE> 67

on a Global Security will be paid; (s) whether defeasance and discharge
provisions will not apply to the Securities; and (t) any other terms not
inconsistent with the Indenture. (Section 2.01)

Unless otherwise indicated in the Prospectus Supplement, principal (and
premium, if any) and interest, if any, will be payable, and the Securities
covered thereby may be registered for transfer or exchange, at the principal
corporate trust office of the Trustee in New York, New York, provided that at
the option of the Company, payment of interest on registered Securities may be
made by check mailed to the address of the person entitled thereto as it appears
on the Security Register or by wire transfer as instructed by the person
entitled thereto. (Sections 4.02 and 4.03) No service charge will be made for
any exchange or registration of transfer of the Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge. (Section 2.06)

GLOBAL SECURITIES

Securities of a series may be issued in whole or in part as one or more
Global Securities that will be deposited with, or on behalf of, a depositary
identified in the Prospectus Supplement relating to such series. Global
Securities may be issued in either registered or unregistered form and in either
temporary or definitive form. (Section 2.01) The specific terms of the
depositary arrangement with respect to any Global Security of a series will be
described in the Prospectus Supplement relating to such series.

LIMITATION ON LIENS

The Indenture provides that neither the Company nor any Restricted
Subsidiary (as defined below) will issue, assume or guarantee any notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed
("Debt") secured by a mortgage, security interest, lien, pledge or other
encumbrance ("liens") upon any Principal Property (as defined below), or on any
shares of stock or indebtedness of any Restricted Subsidiary (whether such
Principal Property, shares of stock or indebtedness are now owned or hereafter
acquired), without effectively providing that the Securities (together with, if
the Company so determines, any other indebtedness or obligation then existing or
thereafter created, ranking equally with the Securities) shall be secured
equally and ratably with (or prior to) such Debt so long as such Debt is so
secured. This restriction will not apply to (a) liens affecting property of a
corporation, association or other business entity existing at the time it
becomes a Subsidiary (as defined below) of the Company or at the time it is
merged into or consolidated with or purchased by the Company or a Subsidiary;
(b) liens existing at the time of acquisition of the property affected thereby
or purchase money liens incurred within 180 days after acquisition of the
property; (c) liens to secure the cost of construction of property, plants or
facilities incurred within 180 days of completion of construction; (d) liens
which secure indebtedness owing by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary; (e) liens existing on the date of the Indenture;
(f) liens in connection with the issuance of certain pollution control or
industrial revenue bonds or similar financings; (g) certain statutory liens or
similar liens arising in the ordinary course of business; (h) certain liens in
connection with legal proceedings and government contracts and certain deposits
or liens made to comply with workers' compensation or similar legislation; (i)
liens existing on property acquired by the Company or a Restricted Subsidiary
through the exercise of rights arising out of defaults on receivables acquired
in the ordinary course of business; (j) liens for certain judgments and awards;
(k) liens for certain taxes, assessments, governmental charges or other liens of
a similar nature, which do not materially impair the use of such property in the
operation of the business of the Company or a Restricted Subsidiary or the value
of such property for the purposes of such business; (l) liens on receivables and
general intangibles securing capitalized lease obligations incurred by the
Company or any Restricted Subsidiary; and (m) certain extensions, renewals or
replacements of any liens referred to in the foregoing clauses (a) through (l).
(Section 4.06) See also "Exempted Indebtedness" below.

LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS

The Indenture provides that neither the Company nor any Restricted
Subsidiary will enter into any sale and lease-back transaction with respect to
any Principal Property (except for temporary leases of a term, including
renewals, not exceeding three years, leases between the Company and a Restricted
Subsidiary or
5
<PAGE> 68

between Restricted Subsidiaries, and leases entered into within 180 days after
the completion of construction and commencement of operation of a Principal
Property) unless either (a) the Company or such Restricted Subsidiary would be
entitled, pursuant to the provisions of Section 4.06, to incur Debt secured by a
lien on the property to be leased without equally and ratably securing the
Securities, or (b) the Company within 180 days after the effective date of such
transaction applies to the voluntary retirement of its funded debt an amount
equal to the value of such transaction, defined as the greater of the net
proceeds of the sale of the property leased in such transaction or the fair
value, in the opinion of the Board of Directors, of the leased property at the
time such transaction was entered into. (Section 4.07) See also "Exempted
Indebtedness" below.

DEFINITIONS

The term "Principal Property" means any manufacturing plant or warehouse
owned or leased by the Company or any Subsidiary located within the United
States of America, the gross book value of which exceeds two percent of
Consolidated Net Worth (as defined below), other than manufacturing plants and
warehouses which the Board of Directors by resolution declares, together with
all other plants and warehouses previously so declared, are not of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries as an entirety. The term "Restricted Subsidiary" is defined to mean
any Subsidiary which owns or leases a Principal Property. The term "Subsidiary"
means any corporation at least a majority of the outstanding securities of which
having ordinary voting power to elect a majority of the board of directors of
such corporation (whether or not any other class of securities has or might have
voting power by reason of the occurrence of a contingency) is at the time owned
or controlled, directly or indirectly, by the Company, by one or more
Subsidiaries or by the Company and one or more Subsidiaries. (Article One) The
term "Consolidated Net Worth" means the excess of assets over total liabilities
of the Company and its consolidated Subsidiaries, plus Minority Interests, as
determined from time to time in accordance with generally accepted accounting
principles consistently applied. The term "Minority Interest" is defined as any
shares of stock of any class of a Subsidiary (other than directors' qualifying
shares) that are not owned by the Company or a Subsidiary. (Section 6.01) The
term "Consolidated Net Tangible Assets" means the excess of tangible assets over
total liabilities of the Company and its consolidated Subsidiaries, as
determined from time to time in accordance with generally accepted accounting
principles consistently applied.

EXEMPTED INDEBTEDNESS

Notwithstanding the foregoing limitations on liens and sale and lease-back
transactions, the Company and its Restricted Subsidiaries may issue, assume, or
guarantee Debt secured by a lien without securing the Securities, or may enter
into sale and lease-back transactions without retiring funded debt, or enter
into a combination of such transactions, if the sum of the principal amount of
all such Debt and the aggregate value of all such sale and lease-back
transactions does not at any such time exceed 15% of the Consolidated Net
Tangible Assets of the Company. (Section 4.08)

DEFEASANCE

Unless otherwise provided in the applicable Prospectus Supplement, the
following defeasance provisions will apply to the Securities being offered
thereby.

Satisfaction and Discharge. The Indenture provides that, unless
inapplicable to any series of Securities, the Company will be discharged from
any and all obligations in respect of the Securities of any series (except,
among other things, for certain obligations to register the transfer or exchange
of Securities of such series, to replace stolen, lost, destroyed or mutilated
Securities of such series, to maintain paying agencies and to hold monies for
payment in trust), if the Company shall deposit with the Trustee, in trust,
money and/or Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient to pay the principal of (and premium, if any) and each
installment of interest on the Securities of such series on the due date of such
payments in accordance with the terms of the Indenture and the Securities of
such series. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an opinion of counsel of recognized
national standing or a ruling of the Internal Revenue Service to the effect that
holders of the Securities of such series
6
<PAGE> 69

will not recognize income, gain or loss for federal income tax purposes as a
result of such deposit, satisfaction and discharge and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit, defeasance and discharge had
not occurred. (Section 12 .02(a)) The term "Government Obligations" with respect
to any series of Securities means direct noncallable obligations of the
government which issued the currency in which the Securities of that series are
denominated or noncallable obligations the payment of the principal of and
interest on which is fully guaranteed by such government and which, in either
case, are full faith and credit obligations of such government. (Article One)

Defeasance of Certain Covenants and Certain Events of Default. The
Indenture provides that, unless inapplicable to any series of Securities, the
Company may omit to comply with certain covenants in Sections 4.06 (Limitation
on Liens), 4.07 (Limitation on Sale and Lease-Back Transactions) and 4.08
(Exempted Indebtedness) and Article Eleven (Consolidation, Merger, Sale,
Conveyance or Lease) if the Company shall deposit with the Trustee, in trust,
money and/or Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient to pay the principal of (and premium, if any) and each
installment of interest on the Securities of such series on the due date of such
payments in accordance with the terms of the Indenture and the Securities of
such series. All obligations of the Company under the Indenture and the
Securities of such series other than with respect to the covenants referred to
above and all Events of Default other than with respect to such covenants shall
remain in full force and effect. Such a trust may only be established if, among
other things, the Company has delivered to the Trustee an opinion of counsel of
recognized national standing to the effect that the holders of the Securities of
such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance of certain covenants and
Events of Default and will be subject to federal income tax on the same amount
and in the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred. (Section 12.02(b))

Defeasance and Certain Other Events of Default. In the event the Company
exercises its option to omit to comply with Sections 4.06, 4.07 and 4.08 and
Article Eleven of the Indenture with respect to the Securities of any series as
described above and the Securities of such series are declared due and payable
because of the occurrence of any Event of Default other than default with
respect to Sections 4.06, 4.07 and 4.08 and Article Eleven as referred to above,
the amount of money and Government Obligations on deposit with the Trustee will
be sufficient to pay amounts payable on the Securities of such series on their
respective due dates without such acceleration, but may not be sufficient to pay
amounts due on the Securities of such series at the time of the acceleration
resulting from such Event of Default. However, the Company would remain liable
for such payments.

MERGER, CONSOLIDATION AND SALE OF ASSETS

The Company may consolidate with, or merge into, or sell, lease or convey
all or substantially all of its assets to, any person, if, among other things,
(i) the Company is the continuing corporation or the successor is a U.S.
corporation which assumes all the obligations of the Company under the
Securities and under the Indenture and (ii) after giving effect thereto, no
Event of Default under the Indenture or no event which, after notice or lapse of
time or both, would become an Event of Default shall have occurred and be
continuing. (Section 11.01) With respect to the sale of assets referred to in
the foregoing sentence, the phrase "all or substantially all" as used in the
Indenture varies according to the facts and circumstances of the subject
transaction, has no clearly established meaning under New York law (which
governs the Indenture) and is subject to judicial interpretation. Accordingly,
in certain circumstances, there may be a degree of uncertainty in ascertaining
whether a particular transaction would involve a disposition of all or
substantially all of the Company's assets and therefore it may be unclear
whether such a disposition has occurred.

Unless otherwise described in a Prospectus Supplement, there are no
covenants or provisions contained in the Indenture which may afford the holders
of Securities of a series with protection in the event of a highly leveraged
transaction involving the Company. Accordingly, the Company could in the future
enter into transactions that could increase the amount of Debt outstanding at
that time or otherwise affect the Company's capital structure or credit rating.
7
<PAGE> 70

EVENTS OF DEFAULT

An Event of Default with respect to any series of Securities is defined as
being: default for 30 days in payment of interest, if any, on any Security of
that series; default in payment of principal (or premium, if any) on any
Security of that series as and when the same becomes due; default by the Company
in the performance of any of the other covenants in Securities of that series or
in the Indenture relating to Securities of that series which shall not have been
remedied within a period of 90 days after notice to the Company by the Trustee
or holders of at least 25% in aggregate principal amount of the Securities of
that series then outstanding; certain events of bankruptcy, insolvency or
reorganization of the Company; or acceleration of any indebtedness for money
borrowed by the Company or any Restricted Subsidiary in excess of the greater of
$15,000,000 in aggregate principal amount or 5% of the Consolidated Net Worth of
the Company. (Section 6.01) No Event of Default with respect to the Securities
of a particular series constitutes an Event of Default with respect to any other
series. Additional Events of Default may be prescribed for the benefit of
holders of certain series of Securities and described in the Prospectus
Supplement relating to such Securities. The Indenture provides that the Trustee
will notify the holders of Securities of each series of Events of Default
actually known to any of its Responsible Officers (as defined in the Indenture)
and affecting that series within 90 days after the occurrence thereof; provided
that, except in the case of default in the payment of principal (and premium, if
any) and interest, if any, or in the making of any sinking fund payment, the
Trustee will be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest of the holders
of such Securities. (Section 7.02)

The Indenture provides that if an Event of Default with respect to any
series of Securities shall have occurred and be continuing, either the Trustee
or the holders of at least 25% in aggregate principal amount of Securities of
that series then outstanding may declare, upon written notice, the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities of that series to be immediately due
and payable, but upon certain conditions such declaration may be annulled and
past defaults (except, unless theretofore cured, a default in payment of
principal of (and premium, if any) and interest, if any, on Securities of that
series) may be waived by the holders of a majority in principal amount of the
Securities of that series then outstanding. (Section 6.02)

Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default with respect to any series of Securities
shall occur and be continuing, the Trustee will be under no obligation to
exercise any of the rights or powers in the Indenture at the request or
direction of any of the holders of that series, unless such holders shall have
offered to the Trustee reasonable security or indemnity. (Sections 7.01 and
7.03) The holders of a majority in principal amount of the Securities of each
series affected by an Event of Default and then outstanding have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee under the Indenture or exercising any trust or power
conferred on the Trustee with respect to the Securities of that series. (Section
6.12)

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in principal amount
of the Securities of each series 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 any supplemental
indenture with respect to the Securities of such series; provided that no such
supplemental indenture may, among other things (a) extend the maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of any interest thereon, or reduce any premium payable upon
the redemption thereof, or change the currency in which any Security is payable,
without the consent of the holder of each Security so affected, or (b) reduce
the aforesaid majority in principal amount of the Securities of such series, the
consent of the holders of which is required for any such supplemental indenture,
without the consent of the holders of all Securities of such series. (Section
10.02)

8
<PAGE> 71

PLAN OF DISTRIBUTION

Hussmann may sell Securities to underwriters, to or through dealers, acting
as principals or as agents, or directly to other purchasers. Securities also may
be sold by underwriters directly to other purchasers or through other dealers,
which may receive compensation from the underwriters in the form of discounts,
concessions or commissions. The Prospectus Supplement with respect to Securities
being offered sets forth the terms of the offering, including the name or names
of any underwriters or agents, any discounts, commissions and other items
constituting compensation from the Company and any discounts, concessions or
commissions allowed or reallowed or paid by any underwriters to other dealers.
Underwriters, dealers and agents that participate in the distribution of the
Securities may be deemed to be underwriters and any discounts, concessions or
commissions received by them and any profit on the resale of Securities by them
may be deemed to be underwriting discounts and commissions under the Securities
Act.

The Securities may be sold from time to time in one or more transactions at
a fixed price or prices, which may be changed, at market prices prevailing at
the time of sale, at prices related to such market prices or at negotiated
prices. The place and time of delivery of Securities in respect of which this
Prospectus is delivered are set forth in the Prospectus Supplement.

If so indicated in the Prospectus Supplement, the Company has authorized
underwriters or agents to solicit offers by certain specified institutions to
purchase Securities from the Company at the offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject only to those conditions set forth in the Prospectus Supplement and to
the condition that the purchase of such Securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. Any commission payable for solicitation of such contracts
is set forth in the Prospectus Supplement. The underwriters and such other
agents will not have any responsibility in respect of the validity or
performance of such contracts.

Each series of Securities to be offered will be a new issue of securities
with no established trading market. Certain underwriters to whom Securities are
sold by the Company for public offering and sale may make a market in such
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Securities.

Underwriters and agents may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act. Such underwriters and agents may
be customers of, engage in transactions with, or perform services for the
Company in the ordinary course of business.

LEGAL OPINIONS

Unless otherwise indicated in the Prospectus Supplement, certain legal
matters in connection with the Securities offered hereby will be passed upon for
the Company by Burton Halpern, Vice President, Secretary and General Counsel of
the Company, and by Sidley & Austin, Chicago, Illinois, and for any underwriters
or agents by Cleary, Gottlieb, Steen & Hamilton, New York, New York. Mr. Halpern
is an officer and full-time employee of the Company and holds options to
purchase shares of its Common Stock.

EXPERTS

The combined financial statements of Hussmann as of December 31, 1997 and
1996, and for each of the years in the three-year period ended December 31, 1997
have been incorporated herein by reference in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and on the authority of said firm as experts in accounting and
auditing.

9
<PAGE> 72

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER
THIS PROSPECTUS SUPPLEMENT NOR THE PROSPECTUS SHALL CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE NOTES IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS OR IN THE AFFAIRS OF HUSSMANN INTERNATIONAL OR ANY
OF ITS SUBSIDIARIES SINCE THE RESPECTIVE DATES OF THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS.
---------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary....... S-3
The Company......................... S-9
Use of Proceeds..................... S-16
Capitalization...................... S-16
Ratios of Earnings to Fixed
Charges........................... S-17
Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................... S-18
Management.......................... S-29
Description of Notes................ S-33
Underwriting........................ S-36
Legal Matters....................... S-36
Experts............................. S-37
Index to Financial Statements....... F-1
PROSPECTUS
Available Information............... 2
Incorporation of Certain Documents
by Reference...................... 2
The Company......................... 3
Use of Proceeds..................... 3
Description of Securities........... 3
Plan of Distribution................ 9
Legal Opinions...................... 9
Experts............................. 9
</TABLE>

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

HUSSMANN LOGO

HUSSMANN
INTERNATIONAL, INC.

$100,000,000

% SENIOR NOTES
DUE 2008

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

PROSPECTUS

SUPPLEMENT

MAY , 1998

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

BANCAMERICA ROBERTSON STEPHENS

CREDIT SUISSE FIRST BOSTON

NATIONSBANC MONTGOMERY
SECURITIES LLC

======================================================
<PAGE> 73

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimated, except the
SEC registration fee.

<TABLE>
<S> <C>
SEC registration fee................................. $ 73,750
Legal fees and expenses.............................. 80,000
Printing and engraving............................... 50,000
Fees of accountants.................................. 40,000
Fees of trustees..................................... 11,000
Blue sky fees and expenses........................... 1,500
Rating agency fees................................... 130,000
Miscellaneous........................................ 13,750
--------
$400,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

In accordance with Section 102(b)(7) of the Delaware General Corporation
Law (the "Delaware Law"), the Company's Certificate of Incorporation, as amended
(the "Charter"), provides that directors shall not be personally liable to the
Company or its stockholders for monetary damages for breaches of their fiduciary
duty as directors except for (i) breaches of their duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (iii) certain
transactions under Section 174 of the Delaware Law, which concerns unlawful
payments of dividends, stock purchases or redemptions or (iv) transactions from
which a director derives an improper personal benefit.

The Charter provides that each person who is or was or had agreed to become
a director or officer of the Company, or each person who is or was serving or
who had agreed to serve at the request of the board of directors of the Company
or an officer of the Company as a director, officer or employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including the heirs, executors, administrators or estate of such person), will
be indemnified by the Company, in accordance with and pursuant to the By-Laws of
the Company (the "By-Laws"). In addition, the Company may provide
indemnification to its employees and agents to the extent provided by action of
its board of directors pursuant to the By-Laws. The Company may also enter into
one or more agreements with any person providing for indemnification greater or
different than that provided in the Charter.

The By-Laws provide that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director or officer of the Company
or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such Proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, will be indemnified and
held harmless by the Company to the fullest extent authorized by the Delaware
Law as the same exists or may in the future be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Company to
provide broader indemnification rights than Delaware Law permitted the Company
to provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise taxes under the

II-1
<PAGE> 74

Employee Retirement Income Security Act of 1974 or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification will continue as to a person who has ceased
to be a director, officer, employee or agent and will inure to the benefit if
his or her heirs, executors and administrators; provided, however, that except
as described in the following paragraph with respect to Proceedings to enforce
rights to indemnification, the Company will indemnify any such person seeking
indemnification in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the
board of directors of the Company. The Company's board of directors may provide
indemnification to employees and agents of the Company to the same extent as
provided to directors and officers of the Company.

Pursuant to the By-Laws, if a claim described in the preceding paragraph is
not paid in full by the Company within thirty days after a written claim has
been received by the Company, the claimant may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim and, if successful
in whole or in part, the claimant will also be entitled to be paid the expense
of prosecuting such claim. The By-Laws provide that it will be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any Proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the Company)
that the claimant has not met the standards of conduct which make it permissible
under the Delaware Law for the Company to indemnify the claimant for the amount
claimed, but the burden of providing such defense will be on the Company.
Neither the failure of the Company (including the board of directors of the
Company, independent legal counsel or stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the Delaware Law, nor an actual determination by the
Company (including the board of directors of the Company, independent legal
counsel or shareholders) that the claimant has not met such applicable standard
of conduct, will be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

The By-Laws provide that the right to indemnification and the payment of
expenses incurred in defending a Proceeding in advance of its final disposition
conferred in the By-Laws will not be exclusive of any other right which any
person may have or may in the future acquire under any statute, provision of the
Charter, the By-Laws, agreement, vote of stockholders or disinterested directors
or otherwise. The By-Laws permit the Company to maintain insurance, at its
expense to protect itself and any director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the Delaware Law. The Company has obtained liability insurance
providing coverage to its directors and officers.

The By-Laws provide that the right to indemnification conferred therein is
a contract right and includes the right to be paid by the Company the expenses
incurred in defending any such Proceeding in advance of its final disposition,
except that if the Delaware Law requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a Proceeding, will
be made only upon delivery to the Company of an undertaking by or on behalf of
such director or officer, to repay all amounts so advanced if it is ultimately
determined that such director or officer is not entitled to be indemnified under
the By-Laws or otherwise.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
1 Form of Underwriting Agreement.
4.1 Form of Indenture between the Company and The Bank of New
York, as trustee, relating to the Debt Securities.
</TABLE>

II-2
<PAGE> 75

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
4.2 Form of Note.
5 Opinion of Sidley & Austin.
12 Statement of Calculation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Sidley & Austin (included in Exhibit 5).
24 Powers of Attorney (included in the signature page of this
Registration Statement).
25 Statement of Eligibility of The Bank of New York under the
Trust Indenture Act of 1939 on Form T-1 relating to the
Senior Indenture.
</TABLE>

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

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

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

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

II-3
<PAGE> 76

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

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

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

II-4
<PAGE> 77

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bridgeton, State of Missouri, on May 18, 1998.

HUSSMANN INTERNATIONAL, INC.

By: /s/ J. LARRY VOWELL

------------------------------------
J. Larry Vowell
President and Chief Executive
Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Burton Halpern and Michael D. Newman,
and each or any of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S> <C>
/s/ RICHARD G. CLINE Chairman of the Board and Director May 8, 1998
- -----------------------------------------------
Richard G. Cline

/s/ J. LARRY VOWELL President and Chief Executive May 18, 1998
- ----------------------------------------------- Officer and Director (principal
J. Larry Vowell executive officer)

/s/ MICHAEL D. NEWMAN Senior Vice President -- Chief May 18, 1998
- ----------------------------------------------- Financial Officer (principal
Michael D. Newman financial officer)

/s/ THOMAS G. KORTE Vice President -- Corporate May 18, 1998
- ----------------------------------------------- Controller (principal accounting
Thomas G. Korte officer)

/s/ J. JOE ADORJAN Director May 18, 1998
- -----------------------------------------------
J. Joe Adorjan

/s/ ARCHIE R. DYKES Director May 18, 1998
- -----------------------------------------------
Archie R. Dykes

/s/ VICTORIA J. GREGORICUS Director May 18, 1998
- -----------------------------------------------
Victoria J. Gregoricus

/s/ LAWRENCE A. DEL SANTO Director May 12, 1998
- -----------------------------------------------
Lawrence A. Del Santo

/s/ R. RANDOLPH DEVENING Director May 7, 1998
- -----------------------------------------------
R. Randolph Devening
</TABLE>

II-5
<PAGE> 78

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>

1 Form of Underwriting Agreement.
4.1 Form of Indenture between the Company and The Bank of New
York, as trustee, relating to the Debt Securities.
4.2 Form of Note.
5 Opinion of Sidley & Austin.
12 Statement of Calculation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Sidley & Austin (included in Exhibit 5).
24 Powers of Attorney (included in the signature page of this
Registration Statement).
25 Statement of Eligibility of The Bank of New York under the
Trust Indenture Act of 1939 on Form T-1 relating to the
Senior Indenture.
</TABLE>

II-6

<PAGE> 1
EXHIBIT 1

HUSSMANN INTERNATIONAL, INC.

Senior Note Offering

UNDERWRITING AGREEMENT

[DATE]

BancAmerica Robertson Stephens
Credit Suisse First Boston Corporation
NationsBanc Montgomery Securities, Inc.
c/o BancAmerica Robertson Stephens
231 South LaSalle Street
Chicago, Illinois 60697

Ladies and Gentlemen:

Hussmann International, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the underwriters named in Schedule I
certain of its debt securities specified in Schedule II (the "Offered
Securities") on the terms and conditions stated herein and in Schedule II. The
Offered Securities will be issued pursuant to an indenture dated as of [DATE]
(the "Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee"). As used herein, unless the context otherwise requires, the term
"Underwriters" shall mean the firms named as Underwriters in Schedule I and the
term "you" shall mean the Underwriters, if no underwriting syndicate is
purchasing the Offered Securities, or the representatives of the
<PAGE> 2
Underwriters, if an underwriting syndicate is purchasing the Offered
Securities, as indicated in Schedule I.

The Company has filed with the Securities and Exchange Commission

(the "Commission") a registration statement on Form S-3 (REGISTRATION NO.
333- ), including a prospectus, relating to certain of its debt securities
(including the Offered Securities) and the offering thereof from time to time
in accordance with Rule 415 under the Securities Act of 1933, as amended (the
"1933 Act"), and including a preliminary prospectus supplement relating to the
Offered Securities. Such registration statement has been declared effective by
the Commission. As provided in Section 3(a), a prospectus supplement reflecting
the terms of the Offered Securities, the terms of the offering thereof and the
other matters set forth therein has been prepared and will be filed pursuant to
Rule 424 under the 1933 Act. Such prospectus supplement, in the form first
filed after the date hereof pursuant to Rule 424, is herein referred to as the
"Prospectus Supplement." Such registration statement, as amended at the date
hereof, including the exhibits thereto and the documents incorporated by
reference therein, is herein called the "Registration Statement," and the basic
prospectus included therein relating to all offerings of securities under the
Registration Statement, as supplemented by the Prospectus Supplement, is herein
called the "Prospectus," except that, if such basic prospectus is amended or
supplemented on or prior to the date on which the Prospectus Supplement is
first filed pursuant to Rule 424, the term "Prospectus" shall refer to the
basic prospectus as so amended or supplemented and as supplemented by the
Prospectus Supplement, in either case including the documents filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"), that are incorporated by reference therein.

Section 1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with each Underwriter that:

(i) On the original effective date of the Registration
Statement, on the effective date of the most recent post-effective
amendment thereto, if any, and on the date of the filing by the Company
of any annual report on Form 10-K after the original filing of the
Registration Statement, the Registration Statement complied in all
material respects with the requirements of the 1933 Act and the rules
and regulations of the Commission thereunder (the "1933 Act
Regulations"), the Trust Indenture Act of 1939, as amended (the "1939
Act"), and the rules and regulations of the Commission under the 1939
Act (the "1939 Act Regulations") and did not contain an 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; on the date hereof and at the Closing Date (as defined
below), the Prospectus, and any amendments thereof and supplements
thereto, complies and will comply in all material respects with the
requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and
the 1939 Act Regulations and the Prospectus, and any amendment thereof
and supplements thereto, does not include and will not include an untrue
statement of a material fact and does not omit and will not omit to
state a material
<PAGE> 3
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by any Underwriter
through you expressly for use in the Registration Statement or the
Prospectus or that part of the Registration Statement that constitutes
the Statement of Eligibility on Form T-1 under the 1939 Act of the
Trustee. At the Closing Date, the Designated Indenture (as defined
below) will comply in all material respects with the requirements of the
1939 Act and the 1939 Act Regulations.

(ii) The documents incorporated by reference in the Prospectus,
at the time they were filed with the Commission, complied in all
material respects with the requirements of the 1934 Act, and the rules
and regulations of the Commission thereunder (the "1934 Act
Regulations"), and when read together with the other information
included in or incorporated by reference in the Prospectus, do not and
will not, on the date hereof and at the Closing Date, include an untrue
statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(iii) KPMG Peat Marwick LLP, who have reported upon the audited
financial statements and schedules included or incorporated by reference
in the Registration Statement, are independent public accountants as
required by the 1933 Act and the 1933 Act Regulations.

(iv) This Agreement has been duly authorized, executed and
delivered by the Company.

(v) The combined or consolidated financial statements included
or incorporated by reference in the Registration Statement present
fairly the combined or consolidated financial position of the Company
and its subsidiaries as of the dates indicated and the combined or
consolidated results of operations and the combined or consolidated cash
flows of the Company and its subsidiaries for the periods specified.
Except as otherwise stated therein, such financial statements have been
prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved. The
financial statement schedules, if any, included or incorporated by
reference in the Registration Statement present fairly the information
required to be stated therein. The selected financial data included or
incorporated by reference in the Prospectus present fairly the
information shown therein and, except for the pro forma financial
information and as otherwise stated therein, have been compiled on a
basis consistent with that of the
<PAGE> 4
audited combined or consolidated financial statements included or
incorporated by reference in the Registration Statement.

(vi) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
with corporate power and authority under such laws to own, lease and
operate its properties and conduct its business as described in the
Prospectus; and the Company is duly qualified to transact business as a
foreign corporation and is in good standing in each other jurisdiction
in which it owns or leases property of a nature, or transacts business
of a type, that would make such qualification necessary, except to the
extent that the failure to so qualify or be in good standing would not
have a material adverse effect on condition (financial or otherwise),
earnings or business affairs of the Company and its subsidiaries,
considered as one enterprise (a "Material Adverse Effect").

(vii) The Company's only direct and indirect subsidiaries are
listed in Exhibit A (each individually, a "Subsidiary", and
collectively, the "Subsidiaries"). Each Subsidiary is a corporation
duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation with corporate power and authority
under such laws to own, lease and operate its properties and conduct its
business; and each Subsidiary is duly qualified to transact business as
a foreign corporation and is in good standing in each other jurisdiction
in which it owns or leases property of a nature, or transacts business
of a type, that would make such qualification necessary, except to the
extent that the failure to so qualify or be in good standing would not
have a Material Adverse Effect. All of the outstanding shares of capital
stock of each Subsidiary have been duly authorized and validly issued
and are fully paid and non-assessable and, except as set forth in
Exhibit A, are owned by the Company, directly or through one or more
Subsidiaries, free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind.

(viii) The Indenture, each supplement thereto, if any, to the
date hereof and the supplement thereto or board or other corporate
resolution setting forth the terms of the Offered Securities (the
Indenture, as so supplemented by such supplement or supplements and
resolutions, being herein referred to as the "Designated Indenture"),
have been duly authorized by the Company. The Indenture as executed is
or will be substantially in the form filed as an exhibit to the
Registration Statement. The Designated Indenture, when duly executed
and delivered (to the extent required by the Indenture) by the Company
and the Trustee, will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in
<PAGE> 5
equity or at law); and the description of the Indenture in the
Prospectus fairly summarizes, in all material respects, the matters
referred to therein.

(ix) The Offered Securities have been duly authorized by the
Company. When executed, authenticated, issued and delivered in the
manner provided for in the Designated Indenture and sold and paid for as
provided herein, the Offered Securities will constitute valid and
binding obligations of the Company entitled to the benefits of the
Designated Indenture and enforceable against the Company in accordance
with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating
to fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law); and the description of the Offered Securities in the
Prospectus fairly summarizes, in all material respects, the matters
referred to therein.

(x) All of the outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully paid
and non-assessable.

(xi) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, except as otherwise
stated therein or contemplated thereby, there has not been (A) any
material adverse change in the condition (financial or otherwise),
earnings or business affairs of the Company and its Subsidiaries,
considered as one enterprise, whether or not arising in the ordinary
course of business (a "Material Adverse Change"), (B) any transaction
entered into by the Company or any Subsidiary, other than in the
ordinary course of business, that is material to the Company and its
Subsidiaries, considered as one enterprise, or (C) any dividend or
distribution of any kind declared, paid or made by the Company on its
capital stock, other than the ordinary quarterly dividend paid or
payable by the Company to holders of its Common Stock.

(xii) Neither the Company nor any Subsidiary is in default in
the performance or observance of any obligation, agreement, covenant or
condition contained in any material contract, indenture, mortgage, loan
agreement, note, lease or other material agreement or instrument to
which it is a party or by which it may be bound or to which any of its
properties may be subject. The execution and delivery by the Company of
this Agreement, the Indenture and any supplement to the Indenture, the
issuance and delivery of the Offered Securities, the consummation by the
Company of the transactions contemplated herein and in the Registration
Statement and compliance by the Company with the terms of this Agreement
and the Designated Indenture do not and will not result in any violation
of the certificate of incorporation or by-laws of the Company or any
Subsidiary, and do
<PAGE> 6
not and will not violate, or result in a breach of any of the terms or
provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any Subsidiary under (A) any material contract,
indenture, mortgage, loan agreement, note, lease or other material
agreement or instrument to which the Company or any Subsidiary is a
party or by which it may be bound or to which any of its properties may
be subject or (B) any existing applicable law, rule, regulation,
judgment, order or decree or determination of any government,
governmental instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any Subsidiary or any of their
respective properties.

(xiii) No authorization, approval, consent or license of any
government, governmental instrumentality or court, domestic or foreign
(other than under the 1933 Act, the 1939 Act and the securities or blue
sky laws of the various states), is required for the valid
authorization, issuance, sale and delivery of the Offered Securities or
for the execution, delivery or performance of the Designated Indenture
by the Company.

(xiv) Except as disclosed in the Prospectus, there is no action,
suit or proceeding before or by any government, governmental
instrumentality or court, domestic or foreign, now pending or, to the
knowledge of the Company, threatened against or affecting the Company or
any Subsidiary that is required to be disclosed in the Prospectus or
that could reasonably be expected to result in any Material Adverse
Effect, or that could have a Material Adverse Effect on the consummation
of the transactions contemplated in this Agreement; no pending legal or
governmental proceedings that are not described in the Prospectus to
which the Company or any Subsidiary is a party or which affect any of
their respective properties, including ordinary routine litigation
incidental to the business of the Company or any Subsidiary, could
reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

(xv) There are no contracts or documents of a character required
to be described in the Registration Statement or the Prospectus or to be
filed as exhibits to the Registration Statement that are not described
and filed (or incorporated by reference) as required.

(xvi) The Company and its Subsidiaries each owns or possesses
all governmental licenses, permits, certificates, consents, orders,
approvals and other authorizations (collectively, "Governmental
Licenses") that are material to the Company and its Subsidiaries taken
as a whole, and neither the Company nor any Subsidiary has received any
notice of proceedings relating to revocation or modification of any such
Governmental Licenses.

(xvii) The Company has not taken and will not take, directly or
indirectly, any action designed to, or that might be reasonably expected
to, cause or result in stabilization
<PAGE> 7
or manipulation of the price of the Offered Securities and the Company
has not distributed and will not distribute any prospectus (as such term
is defined in the 1933 Act and the 1933 Act Regulations) in connection
with the offering and sale of the Offered Securities other than any
preliminary prospectus filed with the Commission or the Prospectus or
other material permitted by the 1933 Act or the 1933 Act Regulations.

(xviii) The Company is not an investment company or a company
controlled by an investment company under the Investment Company Act of
1940.

(b) Any certificate signed by any officer of the Company or any
Subsidiary and delivered to you or to counsel for the Underwriters in
connection with the offering of the Offered Securities shall be deemed a
representation and warranty by the Company to each Underwriter as to the
matters covered thereby.

Section 2. Purchase and Sale. (a) On the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company, at the purchase price to the Underwriters set forth in Schedule II,
the principal amount of Offered Securities set forth opposite the name of such
Underwriter in Schedule I.

(b) Payment of the purchase price for, and delivery of, the
Offered Securities shall be made at the date and time specified in Schedule II,
or at such other date and time as shall be agreed upon by the Company and you,
or as shall otherwise be provided in Section 10 (such date and time of payment
and delivery being herein called the "Closing Date"). Payment shall be made to
the Company by you hereunder by wire transfer payable in immediately available
funds to an account specified by the Company, against delivery to you for the
respective accounts of the several Underwriters of the Offered Securities.
Delivery of the Offered Securities shall be made through the facilities of the
Depository Trust Company unless you shall otherwise instruct.

Section 3. Certain Covenants of the Company. The Company covenants with
each Underwriter as follows:

(a) If requested by you in connection with the offering of the
Offered Securities, the Company will prepare a preliminary prospectus
supplement containing such information as you and the Company deem
appropriate, and, immediately following the execution of this Agreement,
the Company will prepare a Prospectus Supplement that complies with the
1933 Act and the 1933 Act Regulations and that sets forth the principal
amount of the Offered Securities and their terms not otherwise specified
in the Indenture,
<PAGE> 8
the name of each Underwriter participating in the offering and the
principal amount of the Offered Securities that each severally has
agreed to purchase, the name of each Underwriter, if any, acting as
representative of the Underwriters in connection with the offering, the
price at which the Offered Securities are to be purchased by the
Underwriters from the Company, any initial public offering price, any
selling concession and reallowance and any delayed delivery
arrangements, and such other information as you and the Company deem
appropriate in connection with the offering of the Offered Securities.
The Company will promptly transmit copies of the Prospectus Supplement
to the Commission for filing pursuant to Rule 424 under the 1933 Act and
will furnish to the Underwriters as many copies of any preliminary
prospectus supplement and the Prospectus as you shall reasonably
request.

(b) The Company will comply with the 1933 Act and the 1933 Act
Regulations, and the 1934 Act and the 1934 Act Regulations, so as to
permit the completion of the distribution of the Offered Securities as
contemplated in this Agreement and in the Prospectus. If at any time
when the Prospectus is required by the 1933 Act to be delivered in
connection with sales of the Offered Securities any event shall occur or
condition exist as a result of which it is necessary, in the opinion of
counsel for the Underwriters or counsel for the Company, to amend the
Registration Statement or amend or supplement the Prospectus in order
that the Prospectus will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, or if it shall be
necessary, in the opinion of either such counsel, at any such time to
amend the Registration Statement or amend or supplement the Prospectus
in order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations, the Company will promptly prepare and file with the
Commission, subject to Section 3(d), such amendment or supplement as may
be necessary to correct such untrue statement or omission or to make the
Registration Statement or the Prospectus comply with such requirements.

(c) During the period when the Prospectus is required by the
1933 Act to be delivered in connection with sales of the Offered
Securities, the Company will, subject to Section 3(d), file promptly all
documents required to be filed with the Commission pursuant to Section
13, 14 or 15(d) of the 1934 Act.

(d) During the period when the Prospectus is required by the
1933 Act to be delivered in connection with sales of the Offered
Securities, the Company will inform you of its intention to file any
amendment to the Registration Statement, any supplement to the
Prospectus or any document that would as a result thereof be
incorporated by reference in the Prospectus; will furnish you with
copies of any such amendment, supplement or other document and afford a
reasonable opportunity to comment on such amendment, supplement or other
document.
<PAGE> 9
(e) During the period when the Prospectus is required by the
1933 Act to be delivered in connection with sales of the Offered
Securities, the Company will notify you immediately, and confirm the
notice in writing, (i) of the effectiveness of any amendment to the
Registration Statement, (ii) of the mailing or the delivery to the
Commission for filing of any supplement to the Prospectus or any
document that would as a result thereof be incorporated by reference in
the Prospectus, (iii) of the receipt of any comments from the Commission
with respect to the Registration Statement, the Prospectus or the
Prospectus Supplement, (iv) of any request by the Commission for any
amendment to the Registration Statement or any supplement to the
Prospectus or for additional information relating thereto or to any
document incorporated by reference in the Prospectus and (v) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement, of the suspension of the
qualification of the Offered Securities for offering or sale in any
jurisdiction, or of the institution or threatening of any proceeding for
any of such purposes. The Company will use its best efforts to prevent
the issuance of any such stop order or of any order suspending such
qualification and, if any such order is issued, to obtain the lifting
thereof at the earliest possible moment.

(f) The Company has furnished or will furnish to you as many
conformed copies of the Registration Statement (as originally filed) and
of all amendments thereto, whether filed before or after the
Registration Statement became effective, copies of all exhibits and
documents filed therewith or incorporated by reference therein (through
the end of the period when the Prospectus is required by the 1933 Act to
be delivered in connection with sales of the Offered Securities) and
conformed copies of all consents and certificates of experts, as you may
reasonably request, and has furnished or will furnish to you, for each
of the Underwriters, one conformed copy of the Registration Statement
(as originally filed) and of each amendment thereto (including documents
incorporated by reference into the Prospectus).

(g) The Company will take such action as you shall reasonably
request to arrange for the qualification of the Offered Securities for
offering and sale under the applicable securities laws of such states
and other jurisdictions as you may designate and will maintain such
qualifications in effect for so long as required for the distribution of
the Offered Securities. The Company will file such statements and
reports as may be required by the laws of each jurisdiction in which the
Offered Securities have been qualified as above provided.
Notwithstanding the preceding sentences, the Company shall not be
obligated to qualify as a foreign corporation in any jurisdiction in
which it is not so qualified or subject itself to taxation in respect of
doing business in any jurisdiction in
<PAGE> 10
which it is not otherwise so subject or file a general consent to
service of process in any jurisdiction.

(h) The Company will make generally available to its security
holders as soon as practicable, but not later than 45 days after the
close of the period covered thereby (or 90 days, in the case of a period
that is also the Company's fiscal year), an earnings statement of the
Company (in form complying with the provisions of Rule 158 of the 1933
Act Regulations), covering (i) a period of 12 months beginning after the
effective date of the Registration Statement and covering a period of 12
months beginning after the effective date of any post-effective
amendment to the Registration Statement but not later than the first day
of the Company's fiscal quarter next following such respective effective
dates and (ii) a period of 12 months beginning after the date of this
Agreement but not later than the first day of the Company's fiscal
quarter next following the date of this Agreement.

(i) If and to the extent specified in Schedule II, the Company
will use its best efforts to cause the Offered Securities to be duly
authorized for listing on such exchange specified in Schedule II and to
be registered under the 1934 Act.

(j) For a period of three years after the Closing Date, the
Company will furnish to you and, upon request, to each Underwriter,
copies of all annual reports, quarterly reports and current reports
filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other
similar forms as may be designated by the Commission, and such other
documents, reports and information as shall be furnished by the Company
to its stockholders or security holders generally.

(k) Between the date hereof and the date of delivery of the
Offered Securities, the Company will not, without your prior consent,
offer or sell, enter into any agreement to sell, or announce the
offering of, any debt securities issued or guaranteed by the Company
with maturities longer than one year (other than the Offered
Securities). This limitation is not applicable to such offerings as may
be specified in Schedule II.

Section 4. Payment of Expenses. The Company will pay and bear
all costs and expenses incident to the performance of its obligations under
this Agreement, including (a) the preparation, printing and filing of the
Registration Statement (including financial statements and exhibits), as
originally filed and as amended, any preliminary prospectus supplements and the
Prospectus and any amendments or supplements thereto, and the cost of
furnishing copies thereof to the Underwriters, (b) the preparation, printing
and distribution of this Agreement, the Designated Indenture, the Offered
Securities and the Blue Sky Survey, (c) the delivery of the Offered Securities
to the Underwriters, (d) the fees and disbursements of the Company's counsel
and accountants, (e) the qualification of the Offered Securities under the
applicable securities laws in accordance with Section 3(g) and any filing for
review of the offering with the National Association of Securities Dealers,
Inc., including filing fees and reasonable fees and disbursements
<PAGE> 11
of counsel for the Underwriters in connection therewith and in connection with
the Blue Sky Survey, (f) any fees charged by rating agencies for rating the
Offered Securities, (g) the fees and expenses of the Trustee, including the
fees and disbursements of counsel for the Trustee, in connection with the
Designated Indenture and the Offered Securities and (h) the listing fees and
expenses incurred in connection with any listing of the Offered Securities on
the New York Stock Exchange or any other exchange.

If this Agreement is terminated by you in accordance with the
provisions of Section 5 or 9(a)(i), the Company shall reimburse the
Underwriters for all their reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriters.

Section 5. Conditions of Underwriters' Obligations. Except as
otherwise provided in Schedule II, the obligations of the Underwriters to
purchase and pay for the Offered Securities pursuant to this Agreement are
subject to the accuracy of the representations and warranties of the Company
contained herein or in certificates of any officer of the Company or any
Subsidiary delivered pursuant to the provisions hereof, to the performance by
the Company of its obligations hereunder, and to the following further
conditions:

(a) At the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued under
the 1933 Act and no proceedings for that purpose shall have been
instituted or shall be pending or, to your knowledge or the knowledge of
the Company, shall be contemplated by the Commission, and any request on
the part of the Commission for additional information shall have been
complied with to the satisfaction of counsel for the Underwriters.

(b) At the Closing Date, you shall have received signed opinions
of Sidley & Austin, counsel for the Company, and Burton Halpern, General
Counsel of the Company, dated as of the Closing Date, together with
signed or reproduced copies of such opinion for each of the other
Underwriters, in form and substance satisfactory to counsel for the
Underwriters, to the effect stated in Schedule III hereto.

(c) At the Closing Date, you shall have received a signed
opinion of Cleary, Gottlieb, Steen & Hamilton, counsel for the
Underwriters, dated as of the Closing Date, together with signed or
reproduced copies of such opinion for each of the other Underwriters,
with respect to the sufficiency of all corporate proceedings and other
legal matters relating to this Agreement, the Offered Securities, the
Registration Statement, the Prospectus and other related matters as you
shall have requested.
<PAGE> 12
(d) You shall have received a certificate of the President or a
Vice President, and the Treasurer or the Controller, of the Company,
dated as of the Closing Date, to the effect that (i) there has not been,
since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any Material Adverse Change,
(ii) the Company has complied with all agreements and satisfied all
conditions on its part to be performed and satisfied at or prior to the
Closing Date and (iii) the representations and warranties of the Company
set forth in Section 1(a) are true and correct in all material respects
as though expressly made at and as of the Closing Date.

(e) You shall have received on the Closing Date a letter from
KPMG Peat Marwick LLP, independent public accountants (or other
independent public accountants acceptable to you), dated as of the
Closing Date, in form and substance satisfactory to you, containing
statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained or
incorporated by reference in the Registration Statement or the
Prospectus.

(f) Subsequent to the execution and delivery of this Agreement
and prior to the Closing Date, there shall not have been any
downgrading, nor any notice given of any intended or potential
downgrading or of a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company's
securities, including the Offered Securities, by any "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the 1933 Act.

(g) At the Closing Date, counsel for the Underwriters shall have
been furnished with all such documents, certificates and opinions as
they may request for the purpose of enabling them to pass upon the
issuance and sale of the Offered Securities as herein contemplated and
the other matters to be addressed in the opinion referred to in Section
5(c) and in order to evidence the accuracy and completeness of any of
the representations, warranties or statements of the Company, the
performance of any of the covenants of the Company, or the fulfillment
of any of the conditions herein contained; and all proceedings taken by
the Company at or prior to the Closing Date in connection with the
authorization, issuance and sale of the Offered Securities as herein
contemplated shall be satisfactory in form and substance to the
Underwriters and to counsel for the Underwriters.

If any of the conditions specified in this Section 5 shall not
have been fulfilled when and as required by this Agreement, this Agreement may
be terminated by you on notice to the Company at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to
any other party, except as provided in Section 4. Notwithstanding any such
termination, the provisions of Sections 6, 7 and 8 shall remain in effect.
<PAGE> 13
The documents required to be delivered by this Section 5 shall be
delivered on the Closing Date at the time and location specified in Schedule
II.

Section 6. Indemnification. (a) The Company agrees to indemnify
and hold harmless each Underwriter, and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever (including but not limited to attorneys' fees and
disbursements), as incurred, arising out of an untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), including all
documents incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out
of an untrue statement or alleged untrue statement of a material fact
included in any preliminary prospectus supplement or the Prospectus (or
any amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever (including but not limited to attorneys' fees and
disbursements), as incurred, to the extent of the aggregate amount paid
in settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected
with the written consent of the Company; and

(iii) against any and all expense whatsoever (including but not
limited to attorneys' fees and disbursements), as incurred, reasonably
incurred in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement
or omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;

provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission (i) made in reliance upon and
in conformity with written information furnished to the Company by any
Underwriter through you expressly for use in the Registration Statement (or any
amendment thereto) or any preliminary prospectus supplement or the Prospectus
(or any
<PAGE> 14
amendment or supplement thereto) or (ii) made in any Statement of Eligibility
on Form T-1 filed as an exhibit to the Registration Statement; provided further
that the foregoing indemnity agreement with respect to any Prospectus shall not
inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased Offered Securities, or any
person controlling such Underwriter, if a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Underwriter
to such person, if required by law so to have been delivered, at or prior to
the written confirmation of the sale of the Offered Securities to such person,
and if the Prospectus (as so amended and supplemented) would have cured the
defect giving rise to such losses, claims, damages or liabilities.

(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
Section 6(a), as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary prospectus supplement
or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company by such
Underwriter through you expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus supplement or the Prospectus
(or any amendment or supplement thereto).

(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. If it so elects within a reasonable
time after receipt of such notice, an indemnifying party, jointly with any
other indemnifying parties receiving such notice, may assume the defense of
such action with counsel chosen by it and approved by the indemnified parties
defendant in such action, unless such indemnified parties reasonably object to
such assumption on the ground that there may be legal defenses available to
them which are different from or in addition to those available to such
indemnifying party. If an indemnifying party assumes the defense of such
action, the indemnifying party shall not be liable for any fees and expenses of
counsel for the indemnified parties incurred thereafter in connection with such
action unless (i) the use of the counsel chosen by the indemnifying party to
represent the indemnified parties would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in any such action include
both the indemnified parties and the indemnifying party and the indemnified
parties shall have reasonably concluded that there may be legal defenses
available to them which are different from or additional to those available to
the indemnifying party, (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified parties, or (iv) the indemnifying party
shall authorize the indemnified parties to employ separate counsel at the
expense of the indemnifying party. The indemnifying party shall not be liable
for
<PAGE> 15
any settlement of any such action or proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified
parties from and against any loss or liability by reason of such settlement or
judgment. The indemnifying party will not settle any action or proceeding
without the written consent of the indemnified parties unless such settlement
includes an unconditional release of such indemnified parties from all
liability arising out of such claim, action, suit or proceeding.

Section 7. Contribution. In order to provide for just and
equitable contribution in circumstances under which the indemnity provided for
in Section 6 is for any reason unavailable or insufficient to hold harmless an
indemnified party, the Company and the Underwriters shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity incurred by the Company and one or more of the
Underwriters, as incurred, in such proportions as to reflect the relative
benefits to the Company on the one hand and to the Underwriters on the other of
the offering of the Offered Securities. The relative benefits to the Company on
the one hand and to the Underwriters on the other shall be deemed to be in the
same proportions as the initial public offering price for the Offered
Securities bears to the underwriting discount hereunder with respect to the
offering of the Offered Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then the
Company and the Underwriters shall contribute to such amount paid or payable in
such proportion as is appropriate to reflect not only the relative benefits but
also the relative fault of the Company on the one hand and the Underwriters on
the other in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or by the
Underwriters on the other and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 7 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 7.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Offered Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. The Underwriters'
obligations to contribute pursuant to this Section 7 shall be several in
proportion to their respective underwriting obligations and not joint. No
person guilty of fraudulent
<PAGE> 16
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person, if
any, who controls an Underwriter within the meaning of Section 15 of the 1933
Act, shall have the same rights to contribution as such Underwriter, and each
director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as the Company.

Section 8. Survival of Certain Provisions. The representations,
warranties, indemnities, agreements and other statements of the Company or its
officers set forth in or made pursuant to this Agreement will remain operative
and in full force and effect regardless of any investigation made by or on
behalf of the Company, any Underwriter or any person who controls the Company
or any Underwriter within the meaning of Section 15 of the 1933 Act and will
survive delivery of and payment for the Offered Securities. The provisions of
Sections 4, 6, 7 and 8 shall survive the termination or cancellation of this
Agreement.

Section 9. Termination of Agreement. (a) You may terminate this
Agreement, by notice to the Company, at any time at or prior to the Closing
Date (i) if there has been, since the respective dates as of which information
is given in the Registration Statement and the Prospectus, any Material Adverse
Change, or (ii) if there has occurred any material adverse change in the
financial markets in the United States or any outbreak of hostilities or
escalation thereof or other calamity or crisis the effect of which is such as
to make it, in your judgment, impracticable or inadvisable to market the
Offered Securities or enforce contracts for the sale of the Offered Securities
or (iii) if trading in any securities of the Company has been suspended by the
Commission or a national securities exchange, or if trading generally on the
New York Stock Exchange shall have been suspended or limited or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices for
securities have been required, by such exchange or by order of the Commission,
the New York Stock Exchange or any other governmental authority or (iv) if a
banking moratorium has been declared by either federal or New York authorities.

(b) If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party,
except to the extent provided in Section 4. Notwithstanding any such
termination, the provisions of Sections 6, 7 and 8 shall remain in effect.

Section 10. Default. If one or more of the Underwriters shall
fail at the Closing Date to purchase the Offered Securities that it or they are
obligated to purchase pursuant to this Agreement (the "Defaulted Offered
Securities"), you shall have the right, within 36 hours thereafter, to make
arrangements for one or more of the non-defaulting Underwriters, or any other
underwriters, to purchase all, but not less than all, of the Defaulted Offered
Securities in such amounts as may be agreed upon and upon the terms set forth
in this Agreement; if, however, you have not completed such arrangements within
such 36-hour period, then:
<PAGE> 17
(a) if the aggregate principal amount of Defaulted Offered
Securities does not exceed 10% of the aggregate principal amount of the
Offered Securities to be purchased, the non-defaulting Underwriters
shall be obligated to purchase the full amount thereof in the
proportions that their respective underwriting obligations bear to the
underwriting obligations of all non-defaulting Underwriters, or

(b) if the aggregate principal amount of Defaulted Offered
Securities exceeds 10% of the aggregate principal amount of the Offered
Securities to be purchased, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default.

In the event of any such default that does not result in a termination
of this Agreement, either you or the Company shall have the right to postpone
the Closing Date for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements. As used herein, the term "Underwriter" includes any
person substituted for an Underwriter under this Section 10.

Section 11. Notices. All notices and other communications shall
be in writing and effective only on receipt, and, if sent to you or the
Underwriters, will be mailed, delivered or telefaxed to the BancAmerica
Robertson Stephens Investment Grade Origination Group (telecopier no. (312)
974-8936) at 231 South LaSalle Street, 18th Floor, Chicago, IL 60697, with a
copy to the BancAmerica Robertson Stephens General Counsel (telecopier no.
(312) 974-8012), 231 South LaSalle Street, 7th Floor, Chicago, IL 60697,
Attention General Counsel; or, if sent to the Company, will be mailed,
delivered or telefaxed to it at 12999 St. Charles Rock Road, Bridgeton, MO
63044, telecopier no.: (314) 298-5762, attention of Burton Halpern, Esq.

Section 12. Parties. The agreement herein set forth is made
solely for the benefit of the several Underwriters, the Company and, to the
extent expressed, any person who controls the Company or any of the
Underwriters within the meaning of Section 15 of the 1933 Act, the directors of
the Company, its officers who have signed the Registration Statement, and their
respective executors, administrators, successors and assigns and, subject to
the provisions of Section 10, no other person shall acquire or have any right
under or by virtue of this Agreement. The term "successors and assigns" shall
not include any purchaser, as such purchaser, from any Underwriter of the
Offered Securities. If there are two or more Underwriters, all of their
obligations hereunder are several and not joint.
<PAGE> 18
Section 13. Governing Law and Time. THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Specified times of day refer to
New York City time.

Section 14. Counterparts. This Agreement may be executed in one
or more counterparts and when a counterpart has been executed by each party,
all such counterparts taken together shall constitute one and the same
agreement.
<PAGE> 19
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement among the Company and the several
Underwriters in accordance with its terms.

Very truly yours,

Hussmann International, Inc.

By
--------------------------
Name:
Title:

Confirmed and accepted as of
the date first above written:

BANCAMERICA ROBERTSON STEPHENS
CREDIT SUISSE FIRST BOSTON CORPORATION
NATIONSBANC MONTGOMERY SECURITIES, INC.

By: BancAmerica Robertson Stephens

By:
---------------------------------------
Name:
Title:

For themselves and as Representatives of the
other Underwriters named in Schedule I.
<PAGE> 20
EXHIBIT A
SUBSIDIARIES OF HUSSMANN INTERNATIONAL, INC.
<TABLE>
<CAPTION>
Name Place of Incorporation
---- ----------------------
<S> <C>
Hussmann Corporation Missouri
Krack Corporation Illinois
Hussmann International Sales Corporation Barbados
Luoyang Hussmann Refrigeration Co. Ltd.* China
Refrigeracion Frio Lux S.A.I. Chile
Hussmann Del Peru, S.A. Peru
Chesley Industries, Inc. Michigan
Design & Build Construction, Inc. California
Hussmann Tempcool Holdings PTE Limited* Singapore
Hussmann Netherlands B.V. Netherlands
Hussmann Mexico Ltda. Mexico
American Refrigeration Products Ltda. Mexico
Industrias Frigorificas, S.A. de C.V. Mexico
Hussmann Immobiliaria, S.A. de C.V. Mexico
Gilmart S.A. de C.V. Mexico
Industrias Gilvert S.A. de C.V. Mexico
Hussmann Refrigeration International B.V. Netherlands
Fast Frio do Brasil Ltda.* Brazil
Hussmann Canada Holdings, Ltd. Canada
Hussmann Canada, Inc. Canada
Hussmann Holdings, Ltd. England
Hussmann (Europe) Ltd. England
Hussmann Refrigeration (Hungary) KFT* Hungary
</TABLE>

* Each of the above subsidiaries is 100% owned or controlled except
as follows: Hussmann Tempcool Holdings PTE Limited (50%), Hussmann Fast Frio do
Brasil Ltda. (70%), Hussmann Refrigeration (Hungary) KFT (60%) and Luoyang
Hussmann Refrigeration Co., Ltd. (55%).
<PAGE> 21

SCHEDULE I
<PAGE> 22
SCHEDULE II

Hussmann International, Inc.

Senior Note Offering

Principal amount to be issued:

Current ratings:

Interest rate: , payable:

Date of maturity:

Redemption provisions:

Sinking fund requirements:

Initial public offering price: % of the principal amount plus accrued
interest[, or amortized original issue discount, if any,] from

Purchase price: % of the principal amount plus accrued interest[, or
amortized of original issue discount, if any,] from .

Closing Date, Time and Location: .

Listing requirement: None.

Expiration date of lock-up as contemplated by Section 3(k) and any additional
exceptions referred to in Section 3(k):

Other terms and conditions:

<PAGE> 23
SCHEDULE III

MATTERS TO BE COVERED BY OPINION OF COUNSEL TO THE COMPANY

Sidley & Austin shall have furnished to you an opinion letter to
the following effect (in form and substance reasonably satisfactory to you):

(1) The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Delaware, with corporate power and authority under such laws
to own, lease and operate its properties and to conduct its
business as described in the Prospectus.

(2) All of the outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are
fully paid and non-assessable.

(3) The Designated Indenture has been duly authorized,
executed and delivered by the Company and, assuming the due
authorization, execution and delivery by the Trustee, constitutes
a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding
in equity or at law).

(4) The Offered Securities have been duly authorized by
the Company and, when duly authenticated by the Trustee in
accordance with the provisions of the Designated Indenture and
delivered to and paid for by the Underwriters in accordance with
the terms of this Agreement, the Offered Securities will have
been duly executed, issued and delivered by the Company and will
constitute valid and binding obligations of the Company entitled
to the benefits of the Designated Indenture and enforceable
against the Company in accordance with their respective

<PAGE> 24
terms, except as enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights
generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).

(5) The Designated Indenture has been duly qualified
under the 1939 Act.

(6) The Offered Securities and the Designated Indenture
conform in all material respects as to legal matters to the
descriptions thereof in the Prospectus.

(7) This Agreement has been duly authorized, executed and
delivered by the Company.

(8) No authorization, approval, consent or license of or
notice to any government, governmental instrumentality or court,
domestic or foreign (other than under the 1933 Act, the 1939 Act
and the securities or blue sky laws of the various states), is
required for the valid authorization, issuance, sale and delivery
of the Offered Securities.

(9) Such counsel does not know of any statutes or
regulations, or any pending or threatened legal or governmental
proceedings, required to be described in the Prospectus that are
not described as required, nor of any contracts or documents of a
character required to be described or referred to in the
Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described,
referred to or filed as required.

(10) The execution and delivery by the Company of this
Agreement and the Designated Indenture, the issuance and delivery
of the Offered Securities, the consummation by the Company of the
transactions contemplated herein and in the Registration
Statement and compliance by the Company with the terms of this
Agreement and the Designated Indenture do not and will not result
in any violation of the charter or by-laws of the Company or any
Subsidiary, and, to the knowledge of such counsel, do not and
will not violate, or result in a breach of any of the terms or
provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or any Subsidiary under any
existing applicable law, rule or regulation (other than the
securities or blue sky laws of the various states, as to which
such counsel need express no opinion).

<PAGE> 25
(11) The Registration Statement has become effective
under the 1933 Act; and, to the knowledge of such counsel, the
Registration Statement is still effective, no stop order
suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been
instituted or threatened by the Commission.

(12) The Registration Statement and the Prospectus,
excluding the documents incorporated by reference therein, and
each amendment or supplement thereto (excluding the financial
statements and notes thereto, financial data, statistical data
and supporting schedules included or incorporated by reference
therein and the Statement of Eligibility of the Trustee on Form
T-1 filed with the Commission as part of the Registration
Statement, as to which such counsel need express no opinion), as
of their respective effective or issue dates (but after giving
effect to Rule 430A under the Securities Act), complied as to
form in all material respects to the requirements of the 1933 Act
and the 1933 Act Regulations, and the Designated Indenture
complies in all material respects to the requirements of the 1939
Act and the 1939 Act Regulations.

(13) The documents incorporated by reference in the
Prospectus (excluding the financial statements and notes thereto,
financial data, statistical data and supporting schedules
included therein, as to which such counsel need express no
opinion), as of the respective dates they were filed with the
Commission, complied as to form in all material respects to the
requirements of the 1934 Act and the 1934 Act Regulations.

(14) The Company is not an investment company or a
company controlled by an investment company under the Investment
Company Act of 1940, as amended.

Such opinion shall also include a statement to the effect that,
although such counsel has not independently checked the accuracy or
completeness of , or otherwise verified, and accordingly is not passing
upon, and does not assume responsibility for, the accuracy, completeness
or fairness of the statements contained or incorporated by reference in
the Registration Statement and the Prospectus and has relied to a large
extent upon the statements and judgments of officers and representatives
of the Company with respect to facts necessary to the determination of
materiality, nothing has come to the

<PAGE> 26
attention of such counsel to cause such counsel to believe (A) that the
Registration Statement or any amendment thereto (except for the
financial statements and the notes thereto, financial data, statistical
data and supporting schedules included or incorporated by reference
therein and the Statement of Eligibility of the Trustee on Form T-1, as
to which such counsel need express no belief), on the original effective
date of the Registration Statement, on the effective date of the most
recent post-effective amendment thereto, if any, on the date of this
Agreement, or on the date any such amendment became effective after the
date of this Agreement, 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, (B) that the
Prospectus or any amendment or supplement thereto (except for the
financial statements and the notes thereto, financial data, statistical
data and supporting schedules included or incorporated by reference
therein, as to which such counsel need express no belief), at the date
of the Prospectus, at the date of any such amended or supplemented
Prospectus was issued or at the Closing Date, included or includes 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 or
(C) that the documents incorporated by reference in the Prospectus
(except for the financial statements and the notes thereto, financial
data, statistical data and supporting schedules included therein, as to
which such counsel need express no belief), as of the dates they were
filed with the Commission, contained an untrue statement of a material
fact or omitted to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

<PAGE> 27
Burton Halpern, General Counsel of the Company, shall have
furnished to you an opinion letter to the following effect (in form and
substance reasonably satisfactory to you):

(1) Each of the Subsidiaries is a corporation duly
incorporated, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, with corporate
power and authority under such laws to own, lease and operate its
properties and to conduct its business as described in the
Prospectus.

(2) All of the outstanding shares of capital stock of
each of the Subsidiaries have been duly authorized and validly
issued and are fully paid and non-assessable; except as set forth
in Exhibit A to this Agreement, all of such shares are held of
record by the Company, directly or through one or more
Subsidiaries, and such counsel has no reason to believe that,
except as set forth in Exhibit A to this Agreement, all of such
shares are not beneficially owned by the Company, directly or
through one or more Subsidiaries, free and clear of any pledge,
lien, security interest, charge, claim, equity or encumbrance of
any kind.

(3) The execution and delivery by the Company of this
Agreement and the Designated Indenture, the issuance and delivery
of the Offered Securities, the consummation by the Company of the
transactions contemplated herein and in the Registration
Statement and compliance by the Company with the terms of this
Agreement and the Designated Indenture do not and will not result
in any violation of the charter or by-laws of the Company or any
Subsidiary, and, to the knowledge of such counsel, do not and
will not violate, or result in a breach of any of the terms or
provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or any Subsidiary under (A)
any material contract, indenture, mortgage, loan agreement, note,
lease or any other material agreement or instrument known to such
counsel, to which the Company or any Subsidiary is a party or by
which it may be bound or to which any of its properties may be
subject; or (B) any judgment, order or decree known to such
counsel of any government, governmental instrumentality or court
having jurisdiction over the Company or any Subsidiary or any of
their respective properties.

<PAGE> 1
EXHIBIT 4.1

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

HUSSMANN INTERNATIONAL, INC.

AND

THE BANK OF NEW YORK,
AS TRUSTEE

______________________

INDENTURE

DATED AS OF __________, 1998

_____________________

================================================================================
<PAGE> 2
TABLE OF CONTENTS

ARTICLE ONE

<TABLE>
<S> <C> <C>
Definitions

Section 1.01. Certain Terms Defined . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.03. Incorporation by Reference of Trust
Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . . 7

ARTICLE TWO

Issue, Description, Execution, Registration,
Registration of Transfer and Exchange of Securities

Section 2.01. Amount Unlimited; Establishment of Series . . . . . . . . . . 8
Section 2.02. Form of Securities and Trustee's
Certificate of Authentication . . . . . . . . . . . . . . . . 11
Section 2.03. Global Securities . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.04. Denomination, Authentication and Dating of
Securities . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.05. Execution of Securities . . . . . . . . . . . . . . . . . . . 16
Section 2.06. Registration of Transfer and Exchange . . . . . . . . . . . . 16
Section 2.07. Temporary Securities . . . . . . . . . . . . . . . . . . . . . 18
Section 2.08. Mutilated, Destroyed, Lost or Stolen
Securities . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.09. Cancellation of Surrendered Securities . . . . . . . . . . . . 19
Section 2.10. Provisions of Indenture and Securities
for the Sole Benefit of the Parties and the
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.11. Computation of Interest . . . . . . . . . . . . . . . . . . . 20
Section 2.12. Authenticating Agents . . . . . . . . . . . . . . . . . . . . 20
Section 2.13. Compliance with Certain Laws and Regulations . . . . . . . . . 21
Section 2.14. Medium-Term Securities . . . . . . . . . . . . . . . . . . . . 21
Section 2.15. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE THREE

Redemption of Securities - Sinking Fund

Section 3.01. Applicability of Article . . . . . . . . . . . . . . . . . . . 22
Section 3.02. Notice of Redemption; Selection of Securities . . . . . . . . 23
Section 3.03. When Securities Called for Redemption
Become Due and Payable . . . . . . . . . . . . . . . . . . . 24
Section 3.04. Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.05. Use of Acquired Securities to Satisfy
Sinking Fund Obligation . . . . . . . . . . . . . . . . . . . 26
Section 3.06. Effect of Failure to Deliver Officers'
Certificate or Securities . . . . . . . . . . . . . . . . . . 26
Section 3.07. Manner of Redeeming Securities . . . . . . . . . . . . . . . . 26
Section 3.08. Sinking Fund Moneys to Be Held as Security
During Continuance of Event of Default;
Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>
<PAGE> 3
<TABLE>
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ARTICLE FOUR

Particular Covenants of the Company

Section 4.01. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 4.02. Payments of Principal of (and Premium,
if any) and Interest, if any, on Securities . . . . . . . . . 28
Section 4.03. Maintenance of Offices or Agencies for
Registration of Transfer, Exchange and
Payment of Securities . . . . . . . . . . . . . . . . . . . . 28
Section 4.04. Appointment to Fill a Vacancy in the
Office of Trustee . . . . . . . . . . . . . . . . . . . . . . 29
Section 4.05. Duties and Rights of Paying Agents; Company
as Paying Agent . . . . . . . . . . . . . . . . . . . . . . . 29
Section 4.06. Limitation on Liens . . . . . . . . . . . . . . . . . . . . . 30
Section 4.07. Limitation on Sale and Lease-Back . . . . . . . . . . . . . . 33
Section 4.08. Exempted Indebtedness . . . . . . . . . . . . . . . . . . . . 33
Section 4.09. Annual Certificate of Compliance . . . . . . . . . . . . . . . 34
Section 4.10. Further Instruments and Acts . . . . . . . . . . . . . . . . . 34
Section 4.11. Calculation of Original Issue Discount . . . . . . . . . . . . 34

ARTICLE FIVE
Holders' Lists and Reports by the Company
and the Trustee

Section 5.01. Company to Furnish Trustee Information
as to Names and Addresses of Holders . . . . . . . . . . . . 34
Section 5.02. Preservation of Information; Communications
to Holders . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5.03. Reports by Company . . . . . . . . . . . . . . . . . . . . . . 36
Section 5.04. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE SIX

Remedies

Section 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . 38
Section 6.02. Acceleration of Maturity; Rescission
and Annulment . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 6.03. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . . . . . . 41
Section 6.04. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . 42
Section 6.05. Trustee May Enforce Claims Without
Possession of Securities . . . . . . . . . . . . . . . . . . 43
Section 6.06. Application of Moneys Collected . . . . . . . . . . . . . . . 43
Section 6.07. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . 44
Section 6.08. Unconditional Right of Holders to Receive
Principal, Premium and Interest . . . . . . . . . . . . . . . 45
Section 6.09. Restoration of Rights and Remedies . . . . . . . . . . . . . . 46
Section 6.10. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . 46
Section 6.11. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . 46
Section 6.12. Control by Holders . . . . . . . . . . . . . . . . . . . . . . 46
Section 6.13. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . 47
Section 6.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . 47
Section 6.15. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . 47
</TABLE>
<PAGE> 4
<TABLE>
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ARTICLE SEVEN

The Trustee

Section 7.01. Certain Duties and Responsibilities . . . . . . . . . . . . . 48
Section 7.02. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . 49
Section 7.03. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . 50
Section 7.04. Trustee Not Liable for Recitals in
Indenture or in Securities . . . . . . . . . . . . . . . . . 52
Section 7.05. Trustee, Paying Agent or Security
Registrar May Own Securities . . . . . . . . . . . . . . . . 52
Section 7.06. Moneys Received by Trustee to Be Held
in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 7.07. Compensation and Reimbursement . . . . . . . . . . . . . . . . 52
Section 7.08. Right of Trustee to Rely on an Officers'
Certificate Where No Other Evidence
Specifically Prescribed . . . . . . . . . . . . . . . . . . . 53
Section 7.09. Disqualification; Conflicting Interests . . . . . . . . . . . 53
Section 7.10. Corporate Trustee Required; Requirements
for Eligibility. . . . . . . . . . . . . . . . . . . . . . . 54
Section 7.11. Resignation and Removal of Trustee;
Appointment of Successor . . . . . . . . . . . . . . . . . . 54
Section 7.12. Acceptance by Successor to Trustee . . . . . . . . . . . . . . 56
Section 7.13. Successor to Trustee by Merger,
Consolidation or Succession to Business . . . . . . . . . . . 58
Section 7.14. Preferential Collection of Claims Against
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 7.15. Appointment of Additional and Separate
Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE EIGHT

Concerning the Holders

Section 8.01. Evidence of Action by Holders . . . . . . . . . . . . . . . . 62
Section 8.02. Proof of Execution of Instruments and
of Holding of Securities . . . . . . . . . . . . . . . . . . 62
Section 8.03. Who May Be Deemed Owner of Securities . . . . . . . . . . . . 63
Section 8.04. Securities Owned by Company or Controlled
or Controlling Companies Disregarded for
Certain Purposes . . . . . . . . . . . . . . . . . . . . . . 63
Section 8.05. Instruments Executed by Holders Bind
Future Holders . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE NINE

Holders' Meetings and Consents

Section 9.01. Purposes for Which Meeting May Be Called . . . . . . . . . . . 65
Section 9.02. Call of Meeting by Trustee . . . . . . . . . . . . . . . . . . 65
Section 9.03. Call of Meetings by Company or Holders . . . . . . . . . . . . 65
Section 9.04. Who May Attend and Vote at Meetings . . . . . . . . . . . . . 66
Section 9.05. Regulations May Be Made by Trustee . . . . . . . . . . . . . . 66
Section 9.06. Manner of Voting at Meetings and Record
to Be Kept . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 9.07. Written Consent in Lieu of Meetings . . . . . . . . . . . . . 67
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
Section 9.08. No Delay of Rights by Meeting . . . . . . . . . . . . . . . . 68

ARTICLE TEN

Supplemental Indentures

Section 10.01. Purposes for Which Supplemental
Indentures May Be Entered into Without
Consent of Holders . . . . . . . . . . . . . . . . . . . . . 68
Section 10.02. Modification of Indenture with Consent
of Holders of a Majority in Principal
Amount of Securities . . . . . . . . . . . . . . . . . . . . 70
Section 10.03. Effect of Supplemental Indentures . . . . . . . . . . . . . . 71
Section 10.04. Securities May Bear Notation of Changes by
Supplemental Indentures . . . . . . . . . . . . . . . . . . 72

ARTICLE ELEVEN

Consolidation, Merger, Sale, Conveyance or Lease

Section 11.01. Company May Consolidate, etc., on Certain
Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 11.02. Successor Corporation to Be Substituted . . . . . . . . . . . 73
Section 11.03. Opinion of Counsel to Be Given Trustee . . . . . . . . . . . 73

ARTICLE TWELVE

Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 12.01. Satisfaction and Discharge of Indenture . . . . . . . . . . . 74
Section 12.02. Defeasance and Discharge of Securities
or Certain Obligations . . . . . . . . . . . . . . . . . . . 74
Section 12.03. Application by Trustee of Funds Deposited
for Payment of Securities . . . . . . . . . . . . . . . . . 78
Section 12.04. Repayment of Moneys Held by Paying Agent . . . . . . . . . . 79
Section 12.05. Repayment of Moneys Held by Trustee . . . . . . . . . . . . . 79

ARTICLE THIRTEEN

Immunity of Incorporators, Stockholders,Officers, Directors and Employees

Section 13.01. Incorporators, Stockholders, Officers,
Directors and Employees of Company Exempt
from Individual Liability . . . . . . . . . . . . . . . . . 79

ARTICLE FOURTEEN

Miscellaneous Provisions

Section 14.01. Successors and Assigns of Company Bound
by Indenture . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 14.02. Acts of Board, Committee or Officer of
Successor Corporation Valid . . . . . . . . . . . . . . . . 80
Section 14.03. Required Notices or Demands . . . . . . . . . . . . . . . . . 80
Section 14.04. Indenture and Securities to Be Construed in
Accordance with the Laws of the State of
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
New York . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 14.05. Officers' Certificate and Opinion of
Counsel to Be Furnished upon Application
or Request by the Company . . . . . . . . . . . . . . . . . 81
Section 14.06. Payments Due on Non-Business Days . . . . . . . . . . . . . . 82
Section 14.07. Moneys of Different Currencies to Be
Segregated . . . . . . . . . . . . . . . . . . . . . . . . . 82
Section 14.08. Payment to Be in Proper Currency . . . . . . . . . . . . . . 82
Section 14.09. Provisions Required by Trust Indenture
Act of 1939 to Control . . . . . . . . . . . . . . . . . . . 83
Section 14.10. Indenture May Be Executed in Counterparts . . . . . . . . . . 83
Section 14.11. Separability Clause . . . . . . . . . . . . . . . . . . . . . 83
</TABLE>

<PAGE> 7
INDENTURE, dated as of the ___ day of _______, 1998 between Hussmann
International, Inc., a corporation incorporated under the laws of Delaware (the
"Company"), and The Bank of New York, a New York banking corporation (the
"Trustee").

WHEREAS, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsecured debentures, notes and other evidences of indebtedness (hereinafter
referred to as the "Securities"), to be issued in one or more series in an
unlimited amount as provided in this Indenture; and

WHEREAS, all acts and things necessary to make this Indenture a
valid agreement in accordance with its terms have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, the Company and the Trustee mutually
covenant and agree, for the equal and proportionate benefit of the respective
Holders from time to time of the Securities, and of the Coupons, if any,
appertaining thereto, as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.01. CERTAIN TERMS DEFINED. The terms defined in this
Section 1.01 (except as herein otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section 1.01:

"Authorized Newspaper" shall mean a newspaper printed in the
English language or official language of the country of publication and
customarily published at least once a day on each business day in each calendar
week and of general circulation in the place or places of publication, whether
or not such newspaper is published on Saturdays, Sundays and legal holidays.
Whenever, under the provisions of this Indenture, two or more publications of a
notice or other communication are required or permitted, such publications may
be in the same or different Authorized Newspapers. If, because of temporary or
permanent suspension of publication or general circulation of any newspaper or
for any other reason, it is impossible or impracticable to publish any notices
required by this Indenture in the manner herein provided, then such publication
in lieu thereof or such other notice as shall be made with the approval of the
Trustee shall constitute a sufficient publication of such notice.
<PAGE> 8
"Bankruptcy Law" shall mean Title 11 of the United States Code or
any similar federal or state law for the relief of debtors.

"Board of Directors" when used with reference to the Company,
shall mean the Board of Directors of the Company or any committee of such Board
of Directors authorized to act on its behalf with respect to any particular
matter.

"Business Day" shall mean any day other than a Saturday or Sunday
and other than a day on which banking institutions in New York, New York or any
other jurisdiction in which the Paying Agent is being utilized, are authorized
or obligated by law or executive order to close or, with reference to any
Securities of any series, as set forth in the instrument establishing the
series and in the Securities of such series.

"Certified Board Resolution" shall mean one or more resolutions
certified by the Secretary or any Assistant Secretary of the Company to have
been duly adopted or consented to by the Board of Directors and to be in full
force and effect on the date of such certification.

"Company" shall mean Hussmann International, Inc. and, subject to
the provisions of Article Eleven, shall mean its successors and assigns from
time to time hereafter.

"Company Direction" or a "Company Request" shall mean a written
direction or request of the Company, signed by its Chairman, President, Chief
Executive Officer, any Executive Vice President, Senior Vice President or Vice
President and by its Secretary, any Assistant Secretary, its Treasurer, or any
Assistant Treasurer.

"Consolidated Net Tangible Assets" shall mean the excess of
tangible assets over total liabilities of the Company and its consolidated
Subsidiaries, as determined from time to time in accordance with generally
accepted accounting principles consistently applied.

"Consolidated Net Worth" shall mean the excess of assets over
total liabilities of the Company and its consolidated Subsidiaries plus
Minority Interests, as determined from time to time in accordance with
generally accepted accounting principles consistently applied.

"Corporate Trust Office" or other similar term, shall mean the
principal corporate trust office of the Trustee, at which at any particular
time its corporate trust business shall be administered, or, if no such office
is maintained, such other office of the Trustee as shall be designated. The
Corporate

2
<PAGE> 9
Trust Office on the date hereof is located at 101 Barclay Street, Floor 21
West, New York, New York 10286.

"Coupon" shall mean any interest coupon appertaining to a
Security.

"Depositary" shall mean, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depositary by the Company pursuant to
Section 2.01 until a successor Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Depositary" shall
mean or include each person who is then a Depositary hereunder, and if at any
time there is more than one such person, "Depositary" as used with respect to
the Securities of any such series shall mean the Depositary with respect to the
Securities of that series.

"Dollars and $" shall mean lawful money of the United States of
America.

"Event of Default" shall mean any event specified in Section
6.01, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.

"Global Security" shall mean a Security evidencing all or part of
a series of Securities issued to, and registered in the name of, the Depositary
for such series (or its nominee) in accordance with Section 2.03.

"Government Obligations" with respect to any series of Securities
shall mean (i) direct noncallable obligations of the government which issued
the currency in which the Securities of that series are denominated or (ii)
noncallable obligations the payment of the principal of and interest on which
is fully guaranteed by such government and which, in either case, are full
faith and credit obligations of such government.

"Holder", with respect to a registered Security, shall mean any
person in whose name such Security shall be registered on the Security
Register, and, with respect to an unregistered Security, shall mean the bearer
thereof or any Coupon appertaining thereto.

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

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<PAGE> 10
"Interest Payment Date" shall mean the date on which an
installment of interest on any series of Securities shall become due and
payable, as therein or herein provided.

"Maturity" when used with respect to any Security shall mean the
date on which the principal of such Security becomes due and payable as therein
or herein provided, whether at Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

"Minority Interest" shall mean any shares of stock of any class
of a Subsidiary (other than directors' qualifying shares) that are not owned by
the Company or any Subsidiary.

"Officers' Certificate" shall mean a certificate of the Company,
signed by its Chairman, President, Chief Executive Officer, any Executive Vice
President, Senior Vice President or Vice President and by its Secretary, any
Assistant Secretary, its Treasurer or any Assistant Treasurer, delivered to the
Trustee. Each such certificate shall include (except as otherwise provided in
this Indenture) the statements provided for in Section 14.05.

"Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel, who may be an employee of, or counsel to, the Company. Each
such opinion shall include (except as otherwise provided in this Indenture) the
statements provided for in Section 14.05.

"Original Issue Discount Security" shall mean any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Stated Maturity thereof
pursuant to Section 6.02.

"Outstanding" when used with reference to Securities of any
series, subject to the provisions of Section 8.04, shall mean, as of any
particular time, all Securities of such series authenticated by the Trustee and
delivered under this Indenture, except:

(a) Securities of such series theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;

(b) Securities of such series paid pursuant to Section 2.09 or
Securities of such series or portions thereof for the payment or
redemption of which moneys in the necessary amount shall have been
deposited in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own paying agent); provided
that, if

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<PAGE> 11
such Securities or portions thereof are to be redeemed, notice of such
redemption shall have been given as provided in Article Three or
provision satisfactory to the Trustee shall have been made for giving
such notice;

(c) Securities of such series in lieu of or in substitution
for which other Securities shall have been authenticated and delivered
pursuant to this Indenture, other than Securities as to which the
Trustee receives proof satisfactory to it that such Security is held by
a bona fide purchaser in whose hands such Security is a legal, valid and
binding obligation of the Company; and

(d) Securities which have been defaced pursuant to Section
12.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Securities of any or all series then Outstanding have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security which
shall be deemed to be Outstanding for such purposes shall be the portion of the
principal amount thereof that could be declared to be due and payable upon the
occurrence of an Event of Default and the continuation thereof pursuant to the
terms of such Original Issue Discount Security as of such time.

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

"Principal Property" shall mean any manufacturing plant or
warehouse owned or leased by the Company or any Subsidiary and located within
the United States of America, whether owned or leased on the date hereof or
hereafter, the gross book value of which exceeds 2% of Consolidated Net Worth,
other than manufacturing plants and warehouses which the Board of Directors by
resolution declares are not of material importance to the total business
conducted by the Company and its Restricted Subsidiaries as an entirety and
which, when taken together with all other plants and warehouses as to which
such a declaration has been so made, is so declared by the Board of Directors
to be not of material importance to the total business conducted by the Company
and its Restricted Subsidiaries as an entirety.

"Record Date" as used with respect to any Interest Payment Date
shall mean the close of business on the 15th day of the month preceding the
month in which an Interest Payment Date occurs, if such Interest Payment Date
is the first day of such month, or the first day of the month in which an
Interest Payment

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<PAGE> 12
Date occurs, if such Interest Payment Date is the 15th day of such month, in
each case whether or not a Business Day, or such other dates with respect to a
particular series of Securities as may be specified in the instrument
establishing such series.

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

"Restricted Subsidiary" shall mean any Subsidiary which owns or
leases a Principal Property.

"Security or Securities" shall have the meaning stated in the
recital of this Indenture and shall more particularly mean any Security or such
Securities, as the case may be, authenticated and delivered pursuant to this
Indenture.

"Securities Act" shall mean the Securities Act of 1933, as
amended.

"SEC" shall mean the United States Securities and Exchange
Commission.

"Sinking Fund" shall mean any fund established by the Company for
redemption of the Securities of any series prior to Stated Maturity.

"Stated Maturity", when used with respect to any Security, shall
mean the date on which the last payment of principal of such Security is due
and payable in accordance with the terms thereof.

"Subsidiary" shall mean any corporation, association or other
business entity of which at least a majority of the outstanding securities or
equity interests having ordinary voting power to elect a majority of the board
of directors of such corporation or Persons performing similar functions
(whether or not any other class of securities or equity interests has or might
have voting power by reason of the happening occurrence a contingency) is at
the time owned or controlled, directly or indirectly, by the Company, or by one
or more Subsidiaries, or by the Company and one or more Subsidiaries.

"Trustee" shall mean the Trustee named in the first paragraph of
this Indenture until a successor Trustee shall have

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<PAGE> 13
become such pursuant to the applicable provisions hereof, and thereafter
"Trustee" shall mean or include all Trustees hereunder, and, subject to the
provisions of Article Seven, shall also include its successors and assigns,
and, unless the context otherwise requires, shall also include any co-trustee
or co-trustees or separate trustee or trustees appointed pursuant to Section
7.15.

"Trust Indenture Act" shall mean the Trust Indenture Act of 1939,
as amended, as in force on the date of this Indenture; provided, however, that
in the event that such Act is amended after such date, "Trust Indenture Act"
shall mean, to the extent required by such amendment or the context of this
Indenture, the Trust Indenture Act of 1939 as so amended.

SECTION 1.02. OTHER DEFINITIONS. The terms listed below in this
Section 1.02 (except as herein otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and any
indenture supplemental hereto shall have the respective meanings specified in
the sections of this Indenture set opposite the particular term:

<TABLE>
<CAPTION>
Defined in
Terms Section
----- ----------
<S> <C>
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.06
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . 2.03
Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . 4.07
Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.06
Mandatory Sinking Fund payment . . . . . . . . . . . . . . . 3.04
Market Exchange Rate . . . . . . . . . . . . . . . . . . . 14.08
Optional Sinking Fund payment . . . . . . . . . . . . . . . 3.04
Sale and Lease-Back Transaction . . . . . . . . . . . . . . 4.07
Security Register and Security Registrar . . . . . . . . . . 2.06
Sinking Fund payment date . . . . . . . . . . . . . . . . . 3.04
Specified Currency . . . . . . . . . . . . . . . . . . . . 14.08
Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07
</TABLE>

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the Trust Indenture Act, the
provision is incorporated by reference in and made a part of this Indenture.
All terms not defined in this Article One which are defined in the Trust
Indenture Act, or which are by reference therein defined in the Securities Act
(except as herein otherwise expressly provided and 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 as of the date of this
Indenture. The following Trust Indenture Act terms used in the provisions of
the Trust Indenture Act incorporated by reference in this Indenture shall have
the following meanings:

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<PAGE> 14
"Commission" shall mean the SEC.

"Indenture Securities" shall mean the Securities.

"Indenture to Be Qualified" shall mean this Indenture.

"Indenture Trustee or Institutional Trustee" shall mean the
Trustee.

"Obligor" with reference to Indenture Securities shall mean the
Company.

ARTICLE TWO

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, REGISTRATION OF
TRANSFER AND EXCHANGE OF SECURITIES

SECTION 2.01. AMOUNT UNLIMITED; ESTABLISHMENT OF SERIES. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

The Securities may be issued in one or more series; and each such
series shall rank pari passu with all other unsecured and unsubordinated
indebtedness of the Company. All Securities of any one series shall be
substantially identical except as to denomination and except as the Company in
an Officers' Certificate delivered pursuant to this Section 2.01 or in any
supplemental indenture may otherwise provide. The Securities may bear interest
at such lawful rate or rates, from such date or dates, shall mature at such
time or times, may be redeemable at such price or prices and upon such terms,
including, without limitation, out of proceeds from the sale of other
Securities, or other indebtedness of the Company, and may contain and/or be
subject to such other terms and provisions as shall be determined by the
Company prior to the issuance of such Securities in accordance with the
authority granted in one or more resolutions of the Board of Directors and set
forth in an Officers' Certificate or a supplemental indenture, which instrument
shall establish with respect to each series of Securities:

(1) the designation of the Securities of such series, which
shall distinguish the Securities of one series from all other
Securities;

(2) the limit upon the aggregate principal amount at Stated
Maturity of the Securities of such series which may be authenticated and
delivered under this Indenture (not including Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities of such series pursuant to Section 2.06,
2.07, 2.08, 3.02 or 10.04);

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<PAGE> 15
(3) the rate or rates at which the Securities of such series
shall bear interest, if any, or the formula or method by which interest
shall accrue, the dates from which interest shall accrue, the Interest
Payment Dates on which such interest shall be payable, and, in the case
of registered Securities, the Record Date for the interest payable on
any Interest Payment Date;

(4) the Stated Maturity of the Securities of such series;

(5) the period or periods within which, the price or prices at
which, and the terms and conditions upon which, the Securities of such
series may be redeemed, in whole or in part, at the option of the
Company;

(6) the obligation, if any, of the Company to redeem or
purchase Securities of such series pursuant to a sinking, purchase or
analogous fund or at the option of the holder thereof and the period or
periods within which, the price or prices at which, and the terms and
conditions upon which, the Securities of such series shall be redeemed,
or purchased, in whole or in part, pursuant to such obligation;

(7) if other than the principal amount at Stated Maturity, the
portion of the principal amount at Stated Maturity of the Securities of
such series which shall be payable upon declaration of acceleration of
the maturity thereof pursuant to Section 6.02;

(8) if other than denominations of $1,000, if registered, and
$5,000, if unregistered, and any integral multiple of such denominations
for Securities denominated in Dollars, the denominations in which the
Securities of such series shall be issuable;

(9) the form of Security to be used to evidence ownership of
Securities of such series;

(10) any terms with respect to conversion of the Securities of
such series, warrants attached thereto or terms pursuant to which
warrants may exist;

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

(12) any additional offices or agencies maintained pursuant to
Section 4.03;

(13) whether the Securities of such series shall be issued as
registered Securities or as unregistered

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<PAGE> 16
Securities, with or without Coupons; whether unregistered Securities may
be exchanged for registered Securities of such series and whether
registered Securities may be exchanged for unregistered Securities of
such series (if permitted by applicable laws and regulations) and the
circumstances under which and the place or places where any such
exchanges, if permitted, may be made; and whether the Securities of such
series shall be issued in whole or in part in the form of one or more
Global Securities and, in such case, the Depositary for such Global
Security or Securities and whether any Global Securities of such series
shall be issuable initially in temporary form, and whether any Global
Securities of such series shall be issuable in definitive form, with or
without Coupons, and, if so, whether beneficial owners of interests in
any such definitive Global Security may exchange such interests for
Securities of such series and the circumstances under which and the
place or places where any such exchange may occur;

(14) if other than Dollars, the currency or currencies, or
currency unit or units in which the Securities of such Series shall be
denominated and in which payment of the principal of (and premium, if
any) and interest, if any, on any of such Securities shall be payable;

(15) if the principal of (and premium, if any) and interest, if
any, on any of the Securities of such series are to be payable at the
election of the Company or a Holder thereof or under some or all other
circumstances, in a currency or currencies, or currency unit or units
other than that in which the Securities are denominated, the period or
periods within which, and the terms and conditions upon which, such
election may be made, or the other circumstances under which any of the
Securities are to be so payable, and any provision requiring the Holder
to bear currency exchange costs by deduction from such payments;

(16) if the amount of payments of principal (and premium, if
any) and interest, if any, on any of the Securities of such series may
be determined with reference to a currency, currency unit, commodity or
financial or non-financial index or indices, then the manner in which
such amounts shall be determined;

(17) whether and under what circumstances and with what
procedures and documentation the Company will pay additional amounts on
any of the Securities and Coupons, if any, of such series to any holder
who is not a U.S. Person (including a definition of such term), in
respect of any tax, assessment or

10
<PAGE> 17
governmental charge withheld or deducted and, if so, whether the Company
will have the option to redeem such Securities rather than pay
additional amounts (and the terms of any such option);

(18) the Person to whom any interest on any registered Security
of such series shall be payable, if other than the Person in whose name
that Security is registered at the close of business on the Record Date
for such interest, the manner in which, or the Person to whom, any
interest on any unregistered Security of such series shall be payable,
if otherwise than upon presentation and surrender of the Coupons
appertaining thereto as they severally mature, and the extent to which,
or the manner in which, any interest payable on a temporary Global
Security on an Interest Payment Date will be paid if other than in the
manner provided in Section 4.02;

(19) whether Section 12.02 shall not apply to the Securities
of such series; and

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

All Securities of any one series need not be issued at the same
time, and unless otherwise provided, a series may be reopened for issuance of
additional Securities of such series.

SECTION 2.02. FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE OF
AUTHENTICATION. The Securities of each series shall be substantially in the
form established by or pursuant to one or more resolutions of the Board of
Directors, with such specific terms, additions or omissions as may be
determined pursuant to an Officers' Certificate or a supplemental indenture as
contemplated in Section 2.01 hereof, in each case with such letters, numbers or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of the Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage. The Trustee's certificate of
authentication to be borne by such Securities shall be in the form set forth
below:

(Form of Trustee's Certificate of Authentication)

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<PAGE> 18
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

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

SECTION 2.03. GLOBAL SECURITIES. If Securities of a series are
issuable in whole or in part as Global Securities pursuant to Section 2.01,
then, notwithstanding clause (8) of Section 2.01 and the provisions of Section
2.04, such Global Securities shall represent such of the Outstanding Securities
of such series as shall be specified therein and may provide that they shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges or
redemptions. Any endorsement of a Global Security to reflect the amount, or
any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company
Direction to be delivered to the Trustee pursuant to Section 2.04 or Section
2.07. Subject to the provisions of Section 2.04 and, if applicable, Section
2.07, the Trustee shall deliver and redeliver any Global Security in the manner
and upon written instructions given by the Person or Persons specified therein
or in the applicable Company Direction. If a Company Direction pursuant to
Section 2.04 or 2.07 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Global Security shall be in writing but need not comply with
Section 14.05 and need not be accompanied by an Opinion of Counsel.

Notwithstanding the provisions of Sections 2.02 and 4.02, unless
otherwise specified pursuant to Section 2.01, payment of principal of (and
premium, if any) and interest, if any, on any Global Security shall be made to
the Person or Persons specified therein.

If at any time the Depositary for the Global Securities of a
series notifies the Company that it is unwilling or unable to continue as
Depositary for the Global Securities of such series or if at any time the
Depositary for the Global Securities of such series shall no longer be eligible
to serve as Depositary, the Company shall appoint a successor Depositary with
respect to the Global Securities of such series. If a successor Depositary for
the Global Securities of such series is not

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<PAGE> 19
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 2.01 that such Securities be represented by one or more Global
Securities shall no longer be effective with respect to the Global Securities
of such series and the Company shall execute, and the Trustee, upon receipt of
a Company Direction for the authentication and delivery of definitive
Securities of such series, shall authenticate and make available for delivery
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

The Company may at any time and in its sole discretion determine
that the Securities of any series or portion thereof issued in the form of one
or more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Direction for the authentication and
delivery of definitive Securities of such series in exchange for such Global
Security or Securities, will authenticate and make available for delivery
Securities of such series in definitive form and in an aggregate principal
amount equal to the principal amount of such Global Security or Securities
being exchanged.

Upon the exchange of a Global Security for Securities in
definitive form, such Global Security shall be canceled by the Trustee.
Registered Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such registered Securities to, or upon the order of, the
Persons in whose names such Securities are so registered.

Unless otherwise specified by the Company pursuant to Section
2.01, a Global Security representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

None of the Company, the Trustee or any agent of the Company or
the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

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<PAGE> 20
SECTION 2.04. DENOMINATION, AUTHENTICATION AND DATING OF
SECURITIES. The Securities of each series may be issued as registered
Securities or, if provided by the terms of the instrument establishing such
series of Securities, as unregistered Securities, with or without Coupons. The
Securities of each series, if registered, shall be issuable in denominations of
$ 1,000 and any integral multiple of $ 1,000, unless otherwise provided by the
terms of the instrument establishing such series of Securities. Each Security
shall be dated as of the date of its authentication.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Direction for authentication and delivery of such Securities, and the
Trustee shall thereupon authenticate and make available for delivery such
Securities in accordance with such Company Direction. Prior to the issuance of
Securities of any series, the Trustee shall be entitled to receive, and subject
to Section 7.01, shall be fully protected in relying upon:

(1) a Certified Board Resolution pursuant to which the
issuance of the Securities of such series is authorized;

(2) an executed supplemental indenture, if any;

(3) an Officers' Certificate, if any, delivered in accordance
with Section 2.01 and an Officers' Certificate as to the absence of any
Event of Default or any event which with notice or lapse of time or both
could become an Event of Default; and

(4) at the option of the Company, one of the following: an
Opinion of Counsel or a letter addressed to the Trustee permitting the
Trustee to conclusively rely on an Opinion of Counsel, substantially to
the effect that:

(i) the form and the terms of the Securities of such
series have been established in conformity with the provisions of
this Indenture;

(ii) the Securities of such series have been duly
authorized, and, when the Securities of such series and the
Coupons, if any, appertaining thereto shall have been executed by
the Company and authenticated by the Trustee in accordance with
the provisions of this Indenture and delivered to and duly paid
for by the purchasers thereof, such Securities will have been
duly issued under this Indenture and will be valid and legally
binding obligations of the Company enforceable in accordance with
their respective terms, subject to

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<PAGE> 21
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of
creditors' rights and to general principles of equity (regardless
of whether enforceability is considered in a proceeding in equity
or at law), and will be entitled to the benefits of this
Indenture;

(iii) no consent, approval, authorization, order,
registration or qualification of or with any governmental agency
or body having jurisdiction over the Company is required for the
execution and delivery of the Securities of such series by the
Company, except such as have been obtained, but no opinion need
be expressed as to provincial or state securities or Blue Sky
laws; and

(iv) the registration statement, if any, relating to the
Securities of such series and any amendments thereto has become
effective under the Securities Act, and to the best knowledge of
such counsel, no stop order suspending the effectiveness of such
registration statement, as amended, has been issued and no
proceeding for that purpose have been instituted or threatened;

In addition, such Opinion of Counsel shall address such other
matters as the Trustee may reasonably request.

The Trustee shall have the right to decline to authenticate and
deliver any Securities of such series (A) if a Responsible Officer of the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken; or (B) if the Trustee in good faith shall determine that such action
would expose the Trustee to personal liability to Holders of Outstanding
Securities of any series.

So long as there is no existing default in the payment of
interest on registered Securities of any series, all such Securities
authenticated by the Trustee after the close of business on the Record Date for
the payment of interest on any Interest Payment Date relating to such Record
Date and prior to such Interest Payment Date shall bear interest from such
Interest Payment Date; provided, however, that if and to the extent that the
Company shall default in the interest due on such Interest Payment Date, then
any such Securities shall bear interest from the next preceding Interest
Payment Date relating to such Security with respect to which interest has been
paid or duly provided for on such Securities, or if no interest has been paid
or duly provided for on such Securities, from the date from which interest
shall accrue as such date is set forth in the instrument establishing the terms
of such Securities.

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<PAGE> 22
The Person in whose name any Security is registered at the close
of business on any Record Date with respect to any Interest Payment Date shall
be entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Security upon any registration and
transfer or exchange thereof subsequent to such Record Date and prior to such
Interest Payment Date, except if and to the extent the Company shall default in
the payment of the interest due on such Interest Payment Date, in which case
such defaulted interest (herein called "Defaulted Interest") shall be paid to
the Persons in whose names outstanding Securities of such series are registered
at the close of business on a subsequent record date, which shall not be less
than five Business Days preceding the date of payment of such Defaulted
Interest established for such purpose by notice given by mail by or on behalf
of the Company to Holders of such Securities not less than 15 days preceding
such subsequent record date. Such notice shall be given to the Persons in
whose names such Outstanding Securities of such series are registered at the
close of business on the third business day preceding the date of the mailing
of such notice.

SECTION 2.05. EXECUTION OF SECURITIES. The Securities and
Coupons appertaining thereto, if any, shall be signed on behalf of the Company
by its Chairman, President, Chief Executive Officer, any Executive Vice
President, Senior Vice President or Vice President and by its Secretary or any
Assistant Secretary under its corporate seal. Such signatures may be the
manual or facsimile signatures of the present or any future such authorized
officers and may be imprinted or otherwise reproduced on the Securities and
such Coupons. The seal of the Company may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities and such Coupons.

Only such Securities as shall bear thereon a Trustee's
certificate of authentication substantially in the form provided in Section
2.04 (or Section 2.12, if applicable), signed manually by the Trustee, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. The Trustee's certificate of authentication on any Security executed
by the Company shall be conclusive evidence that the Security so authenticated
has been duly authenticated and delivered hereunder.

In case any officer of the Company who shall have signed any of
the Securities or such Coupons shall cease to be such officer before the
Securities or such Coupons so signed shall have been authenticated by the
Trustee and delivered or disposed of by the Company, such Securities and such
Coupons nevertheless may be authenticated and delivered or disposed of as
though the officer who signed such Securities and such Coupons had not ceased
to be such officer of the Company; and any

16
<PAGE> 23
Security or such Coupons may be signed on behalf of the Company by such Persons
as, at the actual date of the execution of such Security or such Coupons, shall
be the proper officers of the Company, although at the date of such Security or
such Coupons or of the execution of this Indenture any such Person was not such
officer.

SECTION 2.06. REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall keep, at an office or agency maintained by the Company in
accordance with the provisions of Section 4.03, a register for each series of
registered Securities (such register being herein referred to as the "Security
Register"), in which, subject to such reasonable regulations as it may
prescribe, the Company shall register Securities of such series and shall
register the transfer of such Securities as in this Article Two provided. At
all reasonable times the Security Register shall be open for inspection by the
Trustee. Subject to Sections 2.01 and 2.03, upon due presentment for
registration of transfer of any such Security at such office or agency, or such
other offices or agencies as the Company may designate, the Company shall
execute and the Trustee shall authenticate and make available for delivery in
the name of the transferee or transferees a new Security or Securities of
authorized denominations, of the same series and of like aggregate principal
amount at Stated Maturity.

Unless and until otherwise determined by or pursuant to one or
more resolutions of the Board of Directors, the Security Register for the
purpose of registration, exchange or registration of transfer of registered
Securities shall be kept at the Corporate Trust Office and, for this purpose,
the Trustee shall be designated the "Security Registrar".

Subject to Sections 2.01 and 2.03, at the option of the Holder,
Securities of any series may be exchanged for Securities of the same series of
like aggregate principal amount at Stated Maturity and of other authorized
denominations. Securities to be so exchanged shall be surrendered at the
offices or agencies to be maintained by the Company as provided in Section
4.03, and the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor the Security or Securities which
the Holder making the exchange shall be entitled to receive.

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

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<PAGE> 24
No service charge shall be made for any exchange or registration
of transfer of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

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

SECTION 2.07. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities, the Company may execute and make available for delivery
and the Trustee, upon Company Direction, shall authenticate and make available
for delivery temporary Securities (printed, lithographed, or typewritten), of
any authorized denomination, and substantially in the form of the definitive
Securities, but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company.
Temporary Securities may be issued without a recital of the specific redemption
prices, if any, applicable to such Securities, and may contain such reference
to any provisions of this Indenture as may be appropriate. Every temporary
Security shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities. The Company shall execute and furnish
definitive Securities as soon as practicable and thereupon any or all temporary
Securities may be surrendered in exchange therefor at the Corporate Trust
Office, and the Trustee shall authenticate and make available for delivery in
exchange for such temporary Securities a like aggregate principal amount at
Stated Maturity of definitive Securities of the same series. Until so
exchanged, the temporary Securities shall be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.

SECTION 2.08. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.
In case any temporary or definitive Security and, in the case of a definitive
Security, Coupons appertaining thereto, if any, shall become mutilated or be
destroyed, lost or stolen, the Company in its discretion may execute, and upon
a Company Direction the Trustee shall authenticate and make available for
delivery, a new Security or such Coupons of the same series bearing a number
not contemporaneously Outstanding, in exchange and substitution for the
mutilated Security or such Coupons, or in lieu of and in substitution for the
Security or such Coupons so destroyed, lost or stolen. In every case, the
applicant for a substituted Security or such Coupons shall furnish to the
Company

18
<PAGE> 25
and to the Security Registrar and any paying agent, such security or indemnity
as may be required by them to save each of them harmless from all risk, however
remote, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company and to the Security Registrar and any paying agent,
evidence to their satisfaction of the destruction, loss or theft of such
Security or such Coupons and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon Company
Direction. Upon the issuance of any substituted Security or such Coupons, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Security which has matured or is
about to mature or which has been called for redemption shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substituted Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish the Company and any paying agent with such
security or indemnity as either may require to save it harmless from all risk,
however remote, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company of the destruction, loss or theft of such Security
and of the ownership thereof.

Every substituted Security of any series or Coupon issued
pursuant to the provisions of this Section 2.08 by virtue of the fact that any
Security or Coupon is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security or Coupon shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities of such series or Coupons duly issued and delivered hereunder.
All Securities and Coupons shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities and Coupons, and
shall preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.

SECTION 2.09. CANCELLATION OF SURRENDERED SECURITIES. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, and all Coupons surrendered for payment, shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee for cancellation by
it, or, if surrendered to the Trustee, shall be canceled by it, and all
Securities delivered to the Trustee in discharge or satisfaction in whole or in
part of any Sinking Fund payment (referred to in Section 3.04) shall be
canceled by the Trustee and no Securities

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<PAGE> 26
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. By a Company Request the Trustee shall deliver
to the Company canceled Securities and Coupons held by the Trustee. If the
Company shall acquire any of the Securities or Coupons, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness or rights represented by such Securities or Coupons unless and
until the same are delivered or surrendered to the Trustee for cancellation.

SECTION 2.10. PROVISIONS OF INDENTURE AND SECURITIES FOR THE
SOLE BENEFIT OF THE PARTIES AND THE HOLDERS. Nothing in this Indenture or in
the Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto and the Holders, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition or provision herein contained, all its covenants,
conditions and provisions being for the sole benefit of the parties hereto and
the Holders.

SECTION 2.11. COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 2.01 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months.

SECTION 2.12. AUTHENTICATING AGENTS. The Trustee shall, if
requested pursuant to a Company Request, promptly appoint an agent or agents of
the Trustee who shall have authority to authenticate Securities of any series
in the name and on behalf of the Trustee. Such appointment by the Trustee
shall be evidenced by a certificate executed by a Responsible Officer of the
Trustee delivered to the Company prior to the effectiveness of such appointment
designating such agent or agents and stating that all appropriate corporate
action has been taken by the Trustee in connection with such appointment.
Wherever reference is made in this Indenture to the authentication of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication on behalf of the Trustee by
an authenticating agent and a certificate of authentication executed on behalf
of the Trustee by an authenticating agent.

Any such authenticating agent shall be an agent acceptable to the
Company and shall at all times be a corporation which is organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to act as authenticating agent, having a combined
capital and surplus of at least $1,000,000, and subject to supervision or
examination by federal or state authority.

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<PAGE> 27
An authenticating agent may at any time resign with respect to
one or more series of Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency
of an authenticating agent with respect to one or more series of Securities by
giving written notice of termination to such authenticating agent and to the
Company. Upon receiving such notice of resignation or upon such termination,
or in case at any time an authenticating agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee promptly may
appoint a successor authenticating agent. Any successor authenticating agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent herein. No successor
authenticating agent shall be appointed unless eligible under the provisions of
this Section.

The Company agrees to pay to each authenticating agent from time
to time reasonable compensation for its services under this Section.

The provisions of Sections 7.03, 7.04 and 7.05 shall be
applicable to any authenticating agent.

Pursuant to each appointment of an authenticating agent made
under this Section, the Securities of each series covered by such appointment
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

(ALTERNATE FORM OF TRUSTEE'S CERTIFICATE OF
AUTHENTICATION)

This is one of the Securities of the series designated herein
referred to in the Indenture.

THE BANK OF NEW YORK,
as Trustee

By
----------------------------------
Authenticating Agent

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

SECTION 2.13. COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS. If
any unregistered Securities are to be issued in any series of Securities, the
Company shall use reasonable

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<PAGE> 28
efforts to provide for arrangements and procedures designed pursuant to then
applicable laws and regulations, if any, to ensure that such unregistered
Securities are sold or resold, exchanged, transferred and paid only in
compliance with such laws and regulations and without adverse consequences to
the Company, the Holders and the Trustee.

SECTION 2.14. MEDIUM-TERM SECURITIES. Notwithstanding any
contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Company
Direction, Officers' Certificate, supplemental indenture or Opinion of Counsel
otherwise required pursuant to Sections 2.01, 2.03, 2.04, 2.07 and Section
14.05 at or prior to the time of authentication of each Security of such series
if such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued; provided that any
subsequent direction by the Company to the Trustee to authenticate Securities
of such series upon original issuance shall constitute a representation and
warranty by the Company that as of the date of such direction, the statements
made in the Officers' Certificate or supplemental indenture delivered pursuant
to Section 2.01 shall be true and correct as if made on such date.

An Officers' Certificate or supplemental indenture, delivered
pursuant to this Section 2.14 in the circumstances set forth in the preceding
paragraph, may provide that Securities which are the subject thereof will be
authenticated and delivered by the Trustee on original issue from time to time
upon the telephonic or written order of Persons designated in such Officers'
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such Person) and that such Persons are authorized to
determine, consistent with such Officers' Certificate or any applicable
supplemental indenture, such terms and conditions of the Securities as are
specified in such Officers' Certificate or supplemental indenture.

SECTION 2.15. CUSIP NUMBERS. The Company in issuing the
Securities of any series may use "CUSIP" numbers (if then generally in use),
and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on such Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other indemnification numbers printed on
such Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Company will promptly notify the Trustee of
any change in the "CUSIP" numbers.

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<PAGE> 29
ARTICLE THREE

REDEMPTION OF SECURITIES - SINKING FUND

SECTION 3.01. APPLICABILITY OF ARTICLE. The Company may become
obligated, or reserve the right, to redeem and pay, prior to Stated Maturity,
all or any part of the Securities of any series, either by optional redemption,
Sinking Fund or otherwise, by provision therefor in the instrument establishing
such series of Securities pursuant to Section 2.01 or in the Securities of such
series. Redemption of any series shall be made in accordance with the terms of
such Securities and to the extent that this Article does not conflict with such
terms, in accordance with this Article.

SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF SECURITIES. In
case the Company shall be obligated, or shall exercise the right, to redeem
Securities as provided for in the first sentence of Section 3.01, it shall fix
a date for redemption (unless, by the terms of the instrument establishing such
series of Securities or the terms of such Securities, such date is fixed) and
the Company, or, upon a Company Request the Trustee, in the name of and at the
expense of the Company, shall give notice of such redemption to the Holders of
the Securities to be redeemed as a whole or in part, with respect to registered
Securities, by mailing a notice of such redemption not less than 30 nor more
than 60 days prior to the date fixed for redemption to their last addresses as
they shall appear upon the Security Register and, with respect to unregistered
Securities, by publishing in an Authorized Newspaper notice of such redemption
on two separate days, each of which is not less than 30 nor more than the 60
days prior to the date fixed for redemption. Any notice which is mailed or
published, as the case may be, in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
actually receives such notice. In any case, failure duly to give notice by
mail, or any defect in the notice, to the Holder of any registered Security of
any series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

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

Each such notice of redemption shall specify the designation of
the series of the Securities to be redeemed (including CUSIP numbers), the date
fixed for redemption and the

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<PAGE> 30
redemption price at which Securities are to be redeemed, and shall state that
payment of the redemption price of the Securities or portions thereof to be
redeemed will be made at the offices or agencies to be maintained by the
Company in accordance with the provisions of Section 4.03 upon presentation and
surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in such notice, and that, on and after
such date, interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all the Securities of any series are to be
redeemed, the notice to the Holders of Securities to be redeemed shall specify
the Securities to be redeemed. In case any Security is to be redeemed in part
only, such notice 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 Security, a new Security or Securities of the same series in authorized
denominations and in a principal amount at Stated Maturity equal to the
unredeemed portion thereof will be issued.

If less than all the Securities of like tenor and terms of any
series are to be redeemed, the Company shall give the Trustee written notice,
at least 60 days (or such shorter period acceptable to the Trustee) in advance
of the date fixed for redemption, as to the aggregate principal amount at
Stated Maturity of Securities of such series to be redeemed, which shall be an
integral multiple of the minimum authorized denomination of such series, and
thereupon the Trustee shall select, in such manner as it shall deem appropriate
and fair, the Securities of such series to be redeemed in whole or in part and
shall thereafter promptly notify the Company in writing of the numbers of the
Securities so to be redeemed and, in the case of Securities to be redeemed in
part only, the principal amount at Stated Maturity so to be redeemed. If less
than all the Securities of unlike tenor and terms of a series are to be
redeemed, the particular Securities to be redeemed shall be selected by the
Company, and the Company shall notify the Trustee in writing thereof at least
45 days before the relevant redemption date.

SECTION 3.03. WHEN SECURITIES CALLED FOR REDEMPTION BECOME DUE
AND PAYABLE. If the giving of notice of redemption shall have been completed
as provided in Section 3.02, the Securities or portions of Securities specified
in such notice shall become due and payable on the date and at the place stated
in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption, and on and after such date fixed for
redemption (unless the Company shall default in the payment of such Securities
at the redemption price, together with interest accrued to the date fixed for
redemption) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue. On presentation and surrender of such
Securities on or after the date fixed for

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<PAGE> 31
redemption at the place of payment specified in such notice, such Securities
shall be paid and redeemed by the Company at the applicable redemption price,
together with interest accrued to the date fixed for redemption; provided,
however, that installments of interest becoming due on the date fixed for
redemption on Securities which are in registered form shall be payable to the
Holders of such Securities or of one or more previous such Securities
evidencing all or a portion of the same debt as that evidenced by such
particular Securities, registered as such on the relevant Record Dates
according to their terms and the provisions of Section 2.04.

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

SECTION 3.04. SINKING FUND. In the event that the instrument
establishing the terms of a particular series shall provide for a Sinking Fund,
the Company covenants that as and for a Sinking Fund for the redemption of
Securities of such series, so long as any of the Securities of such series are
Outstanding:

(a) It will pay to the Trustee or to a paying agent (or, if
the Company is acting as its own paying agent, segregate and hold in
trust as provided in Section 4.05) on or before each date set forth as a
Sinking Fund payment date in the instrument establishing such series, a
sum in cash sufficient to retire on each such date, at the Sinking Fund
redemption price provided for in such instrument and upon the
conditions, if any, applicable thereto as specified in such instrument,
the principal amount of such Securities as specified in such instrument.
Each such date is herein called a "Sinking Fund payment date", and each
sum payable as provided in this paragraph (a) is herein called a
"mandatory Sinking Fund payment".

(b) If the instrument establishing any series of Securities so
provides, the Company may elect to pay to the Trustee or to a paying
agent (or, if the Company is acting as its own paying agent, segregate
and hold in trust as provided in Section 4.05) on or before any Sinking
Fund payment date with respect to a particular series of Securities, an
additional sum in cash sufficient to retire on such Sinking Fund payment
date, at the Sinking Fund redemption price, up to any additional
principal amount of Securities set forth in

25
<PAGE> 32
such instrument. Any sum payable as provided in this paragraph (b) is
herein called an "optional Sinking Fund payment". Any such election by
the Company shall be evidenced by an Officers' Certificate (which shall
conform to Section 14.05), delivered to the Trustee not later than 60
days (or such shorter period acceptable to the Trustee) preceding such
Sinking Fund payment date, which Officers' Certificate shall set forth
the amount of the optional Sinking Fund payment which the Company then
elects to pay. The Company's election, so evidenced, shall be
irrevocable and the Company shall, upon delivery of such Officers'
Certificate to the Trustee, become bound to pay or segregate and hold in
trust as aforesaid on or before such Sinking Fund payment date the
amount specified in such Officers' Certificate. Unless otherwise
provided in the instrument establishing such series, any such right to
make an optional Sinking Fund payment shall be noncumulative and shall
in no event relieve the Company of its obligation set forth in paragraph
(a) of this Section 3.04.

All moneys paid or segregated and held in trust pursuant to this
Section 3.04 shall be applied on the Sinking Fund payment date in respect of
which such payment or segregation was made, to the redemption of Securities as
provided in this Article Three.

SECTION 3.05. USE OF ACQUIRED SECURITIES TO SATISFY SINKING FUND
OBLIGATION. In lieu of making all or any Sinking Fund payment in cash as may
be required by Section 3.04(a), the Company may, not later than 60 days (or
such shorter period acceptable to the Trustee) preceding any applicable Sinking
Fund payment date relating to a particular series of Securities, deliver to the
Trustee for cancellation Securities of such series theretofore acquired by the
Company (otherwise than through the use of Sinking Fund moneys pursuant to
Section 3.07) and not theretofore made the basis for the reduction of any
Sinking Fund payment with respect to such series, accompanied by an Officers'
Certificate (which shall conform to Section 14.05) stating the Company's
election to use such Securities to reduce the amount of such Sinking Fund
payment with respect to such series (specifying the amount of the reduction of
each such payment) and certifying that such Securities have not theretofore
been made the basis for a reduction of any Sinking Fund payment with respect to
such series. Securities so delivered shall be credited against the Sinking
Fund payment due on such Sinking Fund payment date at the Sinking Fund
redemption price thereof.

SECTION 3.06. EFFECT OF FAILURE TO DELIVER OFFICERS' CERTIFICATE
OR SECURITIES. In case of a failure of the Company, at or before the time
provided in Section 3.05, to deliver an

26
<PAGE> 33
Officers' Certificate, together with any Securities of the particular series
required by Section 3.05, the Company shall not be permitted to make any such
reduction of the amount of the Sinking Fund payment with respect to such series
payable on such Sinking Fund payment date.

SECTION 3.07. MANNER OF REDEEMING SECURITIES. The Securities of
any series to be redeemed from time to time through the operation of any
Sinking Fund relating to such series, as in Section 3.04 provided, shall be
selected by the Trustee for redemption in the manner provided in Section 3.02
and notice thereof shall be given by the Trustee to the Company, and the
Company hereby irrevocably authorizes the Trustee, in the name of and at the
expense of the Company, to give notice on behalf of the Company of the
redemption of such Securities, all in the manner and with the effect in this
Article Three specified, except that, in addition to the matters required to be
included in such notice by Section 3.02, such notice shall also state that the
Securities therein designated for redemption are to be redeemed through
operation of such Sinking Fund. Such Securities shall be so redeemed and paid
in accordance with such notice in the manner and with the effect provided in
Sections 3.02 and 3.03.

Notwithstanding the foregoing, if at any time the amount of cash
to be paid into any Sinking Fund with respect to a particular series of
Securities on any next succeeding Sinking Fund payment date for such series,
together with any unused balance of any preceding Sinking Fund payment or
payments with respect to such series which shall not, in any case, include
funds held by the Trustee for Securities of such series which previously have
been called for redemption, shall not exceed in the aggregate $100,000, the
Trustee, unless requested by the Company, shall not select Securities for or
give notice of the redemption of Securities through the operation of the
Sinking Fund with respect to such series on the next succeeding Sinking Fund
payment date. Such unused balance of moneys deposited in the Sinking Fund with
respect to a particular series of Securities shall be added to the next Sinking
Fund payment for such series to be made in cash or, at the request of the
Company, shall be applied at any time or from time to time to the purchase of
Securities of such series, by public or private purchase, in the open market or
otherwise.

SECTION 3.08. SINKING FUND MONEYS TO BE HELD AS SECURITY DURING
CONTINUANCE OF EVENT OF DEFAULT; EXCEPTIONS. Unless all Securities of any
series then Outstanding are to be redeemed, neither the Trustee nor any paying
agent shall redeem any Securities of such series with Sinking Fund moneys if a
Responsible Officer of the Trustee or such paying agent at the time shall have
actual knowledge of the continuance of any Event of Default with respect to
such series, except that where the

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<PAGE> 34
mailing or publication of notice of redemption of any such Securities shall
theretofore have been made, the Trustee or any paying agent, if sufficient
funds shall have been deposited with it for such purpose, shall redeem such
Securities. However, the Company itself shall not redeem any such Securities
with Sinking Fund moneys during the continuance of any Event of Default with
respect to such series. The Trustee shall not mail or publish any notice of
redemption if a Responsible Officer of the Trustee at the time shall have
actual knowledge of the continuance of any Event of Default with respect to
such series. Except as aforesaid, any moneys in the Sinking Fund with respect
to such series at such time and any moneys thereafter paid into the Sinking
Fund shall during such continuance be held as security for the payment of all
Securities of that series; provided, however, that in case such Event of
Default with respect to such series shall have been waived as permitted by this
Indenture or otherwise cured, such moneys shall thereafter be held and applied
in accordance with the provisions of this Article Three.

ARTICLE FOUR

PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01. EXISTENCE. Subject to Article XI, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, rights (charter and statutory) and franchises;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.

SECTION 4.02. PAYMENTS OF PRINCIPAL OF (AND PREMIUM, IF ANY) AND
INTEREST, IF ANY, ON SECURITIES. The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any) and interest, if any,
on Securities of each series at the place, at the time or times and in the
manner provided in the instrument establishing such series and in the
Securities of such series. The interest on the Securities, if any, shall be
payable (subject to the provisions of Section 2.04) only to or upon the written
order of the Holders thereof or, in the case of unregistered Securities with
Coupons, the Holders of Coupons relating thereto. Any installment of interest
on registered Securities of any series may at the Company's option be paid by
mailing checks for such interest payable to or upon the written order of the
Person entitled thereto pursuant to Section 2.04 to the address of such Person
as it appears on the Security Register or by wire transfer to an account
designated in writing by such Person at least 15 days prior to the relevant
payment date.

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<PAGE> 35
SECTION 4.03. MAINTENANCE OF OFFICES OR AGENCIES FOR
REGISTRATION OF TRANSFER, EXCHANGE AND PAYMENT OF SECURITIES. As long as any
of the Securities of any series remain Outstanding, the Company will maintain
one or more offices or agencies in St. Louis, Missouri or New York, New York,
or at such other locations as the Company may from time to time designate for
any series of Securities, where such Securities may be presented for
registration of transfer and exchange as in this Indenture provided, where such
Securities may be presented for payment and where notices and demands to or
upon the Company in respect of such Securities or of this Indenture may be
served. The Trustee shall be the agent of the Company in the city in which the
Corporate Trust Office is located for all of the foregoing purposes unless the
Company shall designate and maintain some other office and agency for such
purposes and give the Trustee written notice of the location thereof. The
Company will give to the Trustee notice of the location of each such office or
agency and of any change of location thereof.

SECTION 4.04. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF
TRUSTEE. The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee for any one or more series of Securities, will appoint, in
the manner provided in Section 7.11, a Trustee, so that there shall at all
times be a Trustee with respect to each series of Securities hereunder.

SECTION 4.05. DUTIES AND RIGHTS OF PAYING AGENTS; COMPANY AS
PAYING AGENT. (a) The Company shall cause each paying agent, if any, other
than the Trustee, for any series of Securities, to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.05, that such agent will:

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

(2) give the Trustee notice of any default by the Company (or
by any other obligor on the Securities of such series) in making any
payment of the principal of (or premium, if any) or interest on the
Securities of such series when the same shall be due and payable; and

(3) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held by it as such agent.

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Whenever the Company shall have one or more paying agents for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on Securities of such series, deposit with
such paying agent or agents a sum sufficient to pay such principal (and
premium, if any) or interest on such Securities so becoming due.

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

(c) Anything in this Section 4.05 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by the Company or any
paying agent hereunder, as required by this Section 4.05, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by
the Company or such paying agent.

(d) Anything in this Section 4.05 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this
Section 4.05 is subject to the provisions of Sections 12.04 and 12.05.

SECTION 4.06. LIMITATION ON LIENS. Subject to the provisions of
Article Twelve (to the extent they are applicable to the Securities of any
series), the Company will not, nor will the Company permit any Restricted
Subsidiary to, issue, assume or guarantee any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed (hereinafter, "Debt")
secured by a mortgage, security interest, lien, pledge or other encumbrance
(hereinafter, "liens") upon any Principal Property or upon any shares of stock
or indebtedness of any Restricted Subsidiary (whether such Principal Property,
shares of stock or indebtedness are now owned or hereafter acquired) without in
any such case effectively providing concurrently with such issuance,
assumption, or guarantee that the Securities (together with, if the Company so
determines, any other indebtedness or obligation then existing and any other
indebtedness or obligation, thereafter created, ranking equally with the
Securities) shall be secured equally and ratably with (or prior to) such Debt
so long

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as such Debt shall be so secured, except that the foregoing provisions shall
not apply to:

(a) Liens affecting property of a corporation, association or
other business entity existing at the time it becomes a Subsidiary or at
the time it is merged into or consolidated with or purchased by the
Company or a Subsidiary;

(b) Liens existing at the time of acquisition of the property
affected thereby or incurred to secure payment of all or part of the
purchase price of such property or to secure Debt incurred prior to, at
the time of or within 180 days after the acquisition of such property
for the purpose of financing all or part of the purchase price thereof
(provided such liens are limited to such property and improvements
thereon);

(c) Liens placed within 180 days of completion of construction
of property, plants or facilities to secure all or part of the cost of
construction of such property, plants or facilities, or to secure Debt
incurred to provide funds for any such purpose;

(d) Liens which secure indebtedness owing by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary;

(e) Liens existing on the date of this Indenture;

(f) Liens arising by reason of mortgages on property owned or
leased by the Company or a Restricted Subsidiary in favor of the United
States of America or any State thereof, or any department, agency or
instrumentality or political subdivision of the United States of America
or any State thereof, or in favor of any other country or any political
subdivision thereof, or in favor of holders of securities issued by any
such entity, pursuant to any contract or statute (including, without
limitation, mortgages or liens to secure pollution control or industrial
revenue bonds or similar financings) or to secure any indebtedness
incurred or guaranteed for the purpose of financing all or any part of
the purchase price or the cost of construction of the property subject
to such mortgages;

(g) Mechanics', materialmen's, carriers', workmen's, vendors'
or other like liens, arising in the ordinary course of business in
respect of obligations which are not past due or which are being
contested in good faith;

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(h) Liens arising by reason of any deposit with, or the giving
of any form of security to (i) any surety company or clerk of any court,
or in escrow, as collateral in connection with, or in lieu of, any bond
or appeal from any judgment or decree against the Company or a
Restricted Subsidiary, or in connection with other proceedings or
actions at law or in equity by or against the Company or a Restricted
Subsidiary, or (ii) any government or governmental department, agency or
instrumentality, which deposit or security is required or permitted to
qualify the Company or a Restricted Subsidiary to conduct business (or
perform any contract with such entities), to maintain self-insurance, or
to obtain the benefit of, or comply with, any law pertaining to workers'
compensation, unemployment insurance, old age pensions, social security,
or similar matters;

(i) Liens existing on property acquired by the Company or a
Restricted Subsidiary through the exercise of rights arising out of
defaults on receivables acquired in the ordinary course of business;

(j) Liens for judgments or awards, so long as the finality of
any such judgment or award is being contested in good faith and
execution thereon is stayed;

(k) Liens for taxes or assessments or governmental charges or
levies not yet past due or delinquent or which can thereafter be paid
without penalty, or which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been
established, if appropriate; and any other liens of a nature
substantially similar to those described in this clause (k) which do not
materially impair the use of such property in the operation of the
business of the Company and its Restricted Subsidiaries taken as a whole
or the value of such property for the purposes of such business;

(l) Liens on receivables and general intangibles securing
capitalized lease obligations incurred by the Company or any Restricted
Subsidiary; or

(m) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any lien
referred to in the foregoing clauses (a) to (l) inclusive or of any Debt
secured thereby, provided that the principal amount of Debt secured
thereby shall not exceed the principal amount of Debt so secured at the
time of such

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extension, renewal or replacement, and that such extended, renewed or
replacement lien shall be limited to all or part of the same property
which secured the lien extended, renewed or replaced (plus improvements
on such property).

The covenant contained in this Section will be subject to the
provision for exempted indebtedness in Section 4.08.

SECTION 4.07. LIMITATION ON SALE AND LEASE-BACK. Subject to the
provisions of Article Twelve (to the extent they are applicable to the
Securities of any series), the Company will not, nor will it permit any
Restricted Subsidiary to, enter into any arrangement with any Person providing
for the leasing by the Company or any Restricted Subsidiary of any Principal
Property, which Principal Property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such Person (whether such
Principal Property is now owned or hereafter acquired), except for (i)
temporary leases for a term, including any renewal, of not more than three
years, (ii) leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries and (iii) leases entered into within 180 days after the
completion of construction and commencement of full operation of a Principal
Property (hereinafter, a "Sale and Lease Back Transaction"), unless either (a)
the Company or such Restricted Subsidiary would be entitled, in accordance with
the provisions of Section 4.06 (other than provisions with respect to exempted
indebtedness), to incur Debt secured by a lien on such property without equally
and ratably securing the Securities, or (b) the Company within 180 days after
the effective date of the Sale and Lease-Back Transaction applies an amount
equal to the Value of such transaction to the voluntary retirement of its
Funded Debt. For the purposes of this Article, "Value" shall mean an amount
equal to the greater of the net proceeds of the sale or transfer of the
property leased pursuant to such Sale and Lease-Back Transaction, or the fair
value in the opinion of the Board of Directors of the leased property at the
time of entering into such Sale and Lease-Back Transaction. For the purposes
of this Article, "Funded Debt" shall mean indebtedness (including Securities)
maturing by the terms thereof more than one year after the original creation
thereof.

The covenant contained in this Section will be subject to the
provision for exempted indebtedness in Section 4.08.

SECTION 4.08. EXEMPTED INDEBTEDNESS. Notwithstanding the
provisions contained in Sections 4.06 and 4.07, the Company and its Restricted
Subsidiaries may issue, assume, suffer to exist or guarantee Debt which would
otherwise be subject to the limitation of Section 4.06, without securing the
Securities, or may enter into Sale and Lease-Back Transactions which would
otherwise be subject to the limitation of Section 4.07, without

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<PAGE> 40
retiring Funded Debt, or enter into a combination of such transactions, if the
sum of (i) the principal amount of all such Debt incurred after the date
hereof, and which would otherwise be or have been prohibited by the limitations
of Section 4.06 or 4.07 and (ii) the aggregate Value of all such Sale and
Lease-Back Transactions after the date hereof does not at any such time exceed
15% of the Consolidated Net Tangible Assets.

SECTION 4.09. ANNUAL CERTIFICATE OF COMPLIANCE. On or before
April 30 in each year (commencing April 30, 1999), the Company will furnish the
Trustee with an officers' certificate (executed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company and by the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer of the Company), covering the period during the preceding
year that any Securities were Outstanding, certifying that after reasonable
investigation and inquiry the Company has complied with all conditions and
covenants contained in this Indenture or, if such is not the case, setting
forth with reasonable particularity the circumstances of any failure so to
comply and the steps taken or proposed to be taken to eliminate such failure.
Such determination shall be made without regard to periods of grace or notice
requirements.

SECTION 4.10. FURTHER INSTRUMENTS AND ACTS. The Company will,
upon request of the Trustee, execute and deliver such further instruments and
do such further acts as may reasonably be necessary or proper to carry out more
effectually the purposes of this Indenture, including Sections 4.06 and 4.07.

SECTION 4.11. CALCULATION OF ORIGINAL ISSUE DISCOUNT. The
Company shall file with the Trustee promptly at the end of each calendar year
(i) a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities
as of the end of such year and (ii) such other specific information relating
to such original issue discount as may then be relevant under the Internal
Revenue Code of 1986, as amended from time to time.

ARTICLE FIVE

HOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01. COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES
AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to
the Trustee:

(1) semi-annually, not later than January 1 and July 1 in each
year, a list, in such form as the Trustee may reasonably require, of the
names and

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<PAGE> 41
addresses of the Holders of registered Securities of each series as of
the preceding December 15 or June 15, as the case may be; and

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

provided, however, that so long as the Trustee shall be the Security Registrar
for any series and all of the Securities of such series are registered
Securities, no such list shall be required to be furnished with respect to such
series.

SECTION 5.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
registered Securities of each series (i) contained in the most recent list
furnished to it as provided in Section 5.01, (ii) received by it in the
capacity of Security Registrar for such series, if so acting, and (iii) filed
with it within the two preceding years pursuant to Section 5.04 (c)(ii). The
Trustee may destroy any list furnished to it with respect to Securities of any
Series as provided in Section 5.01 upon receipt of a new list with respect to
such series so furnished.

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

(i) afford such applicants access to the information preserved
at the time by the Trustee in accordance with Section 5.02(a), or

(ii) inform such applicants as to the approximate number of
Holders of registered Securities of such series or of all registered
Securities, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with

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<PAGE> 42
Section 5.02(a), and as to the approximate cost of mailing to such
Holders the form of proxy or other communication, if any, specified in
such application.

If the Trustee shall elect not to afford to such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of registered Securities of such series or to
each Holder of registered Securities of all series, as the case may be, whose
name and address shall appear in the information preserved at the time by the
Trustee in accordance with Section 5.02(a), a copy of the form of proxy or
other communication which is specified in such request with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
proposed to be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best interests of the
Holders of registered Securities of such series or of all series, as the case
may be, or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

(c) Every Holder of the Securities and the Coupons, by receiving
and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of the Company or the Trustee shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with Section 5.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 5.02(b).

SECTION 5.03. REPORTS BY COMPANY. The Company shall:

(a) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies
of such portions of

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any of the foregoing as the Commission may from time to time by rules
and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended; or if the Company is not
required to file information, documents or reports pursuant to either of
such sections, then it shall file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by
the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended, in respect of a debt
security listed and registered on a national securities exchange as may
be prescribed from time to time in such rules and regulations;

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

(c) transmit by mail to all Holders, within 30 days after the
filing thereof with the Trustee, in the manner and to the extent
provided in Section 5.04, such summaries of any information, documents
and reports required to be filed by the Company pursuant to clauses (1)
and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.

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

SECTION 5.04. REPORTS BY TRUSTEE. (a) The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto. If required by Section
313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after
each April 15 following the date of this Indenture deliver to Holders a brief
report, dated as of such April 15, which complies with the provisions of such
Section 313(a).

(b) The Trustee shall comply with Sections 313(b) and 313(c)
of the Trust Indenture Act.

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

ARTICLE SIX

REMEDIES

SECTION 6.01. EVENTS OF DEFAULT. "Event of Default," wherever
used herein with respect to the Securities of any series, means any one of the
following events which shall have occurred and be continuing (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

(2) default in the payment of all or any part of the principal
of (or premium, if any, on) any of the Securities of such series at its
Maturity;

(3) default in the deposit of any sinking fund or analogous
payment for the benefit of the Securities of such series when and as the
same shall become due and payable;

(4) default in the performance, or breach, of any covenant or
warranty of the Company in the Securities of such series or in this
Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically
provided for or which has expressly been included in this Indenture
solely for the benefit of the Securities of other series), and
continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of not less
than 25% in aggregate principal amount of the Securities of all series
then Outstanding affected thereby a written notice specifying such
default or breach, requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder;

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(5) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Bankruptcy Law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or
appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of all or
substantially all of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or
order for relief or any such other decree or order unstated and in
effect for a period of 90 consecutive days;

(6) the commencement by the Company of a voluntary case or
proceeding under any applicable Bankruptcy Law or the consent by it to
the entry of a decree or order for relief in respect of the Company in
an involuntary case or proceeding under any applicable Bankruptcy Law,
or the consent by it to the appointment of or the taking of possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or of all or substantially all of
its property, or the making by the Company of a general assignment for
the benefit of creditors;

(7) default under any indenture or instrument that evidences
or under which the Company or any Restricted Subsidiary has at the date
of this Indenture or shall hereafter have outstanding any indebtedness
for money borrowed having unpaid principal at the time of such default
in excess of the greater of $15,000,000 or 5% of the Consolidated Net
Worth of the Company, shall occur and be continuing and such
indebtedness shall have been accelerated, by action of the holder or
holders thereof or any Person duly acting on their behalf, so that the
same shall be or become due and payable prior to the date on which the
same would otherwise have become due and payable; provided, however,
that such acceleration shall not have been rescinded or annulled; and
provided, further, that if such default under such indenture or
instrument shall be remedied or cured by the Company or waived by the
holders of such indebtedness, then the Event of Default hereunder by
reason thereof shall be deemed likewise to have been thereupon remedied,
cured or waived without further action upon the part of either the
Trustee or any of the Holders; or

(8) any other Event of Default provided in or pursuant to the
supplemental indenture or Officers' Certificate establishing the terms
of such series of

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Securities as provided in Section 2.01 or in the form or forms of
Security for such series.

SECTION 6.02. ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT. If an Event of Default described in Section 6.01 shall have
occurred and be continuing with respect to the Securities of any series, then,
and in each and every such case, unless the principal of all of the Securities
of such series shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding, by notice in writing to the Company
(and to the Trustee if given by such Holders), may declare the entire principal
of (and premium, if any, on) all the Securities of such series then Outstanding
and the interest accrued thereon to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable.

The preceding paragraph is subject, however, to the condition
that if, at any time after the principal of the Securities of one or more
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series and the principal of (and premium, if any, on) all
the Securities of such series which shall have become due otherwise than by
acceleration (with interest upon such principal and premium and, to the extent
that payment of such interest shall be enforceable under applicable law, on
overdue installments of interest at the same rate as the rate of interest (or
at the yield to Stated Maturity, in the case of Original Issue Discount
Securities) specified in the Securities of such series, to the date of such
payment or deposit) and such additional amount as shall be sufficient to cover
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, except as a result of negligence or bad faith,
and if any and all Events of Default under this Indenture with respect to such
series, other than the nonpayment of the principal of (and premium, if any, on)
the Securities of such series which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein -- then,
and in each and every such case, the Holders of a majority in aggregate
principal amount of all the Securities of such affected series then
Outstanding, by written notice to the Company and to the Trustee, may waive all
defaults or breaches with respect to such series and rescind and annul such
declaration and its consequences, but no such waiver, rescission and annulment
shall extend to or shall affect any subsequent default or breach or shall
impair any right consequent thereon.

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For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration shall have been rescinded and
annulled, the principal amount of such Original Issue Discount Securities shall
be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such declaration; and
payment of the portion of the principal thereof as shall have become due and
payable as a result of such declaration, together with interest, if any,
thereon and all other amounts owing thereunder, shall constitute payment in
full of such Original Issue Discount Securities.

SECTION 6.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE. The Company covenants that if:

(1) default shall be made in the payment of any interest on any
of the Securities of any series when and as such interest shall become
due and payable, and such default shall have continued for a period of
30 days, or

(2) default shall be made in the payment of the principal of (or
premium, if any, on) any of the Securities of any series when the same
shall have become due and payable, whether at the Stated Maturity
thereof or otherwise,

the Company shall, upon demand of the Trustee, pay to or deposit with the
Trustee, for the benefit of the Holders of the Securities of such series, the
whole amount then due and payable on such Securities, including all Coupons
appertaining thereto, for principal (and premium, if any) and interest (with
interest to the date of such payment upon overdue principal and premium and, to
the extent that payment of such interest shall be enforceable under applicable
law, on overdue installments of interest at the same rate as the rate of
interest (or at the yield to Stated Maturity, in the case of Original Issue
Discount Securities) specified in the Securities of such series to the date of
such payment or deposit); and, in addition thereto, such additional amount as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, except those incurred as a result of any such
person's negligence or bad faith.

Until such demand shall be made by the Trustee, the Company may
pay the principal of (and premium, if any) and interest on the Securities of
such series to the Holders of such Series.

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If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute judicial proceedings for the collection of the amounts so due and
unpaid, may prosecute such proceedings to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Securities
of such series and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

If an Event of Default with respect to the Securities of any
series shall occur and be continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of the
Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

SECTION 6.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities of
any series or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal, premium or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise:

(i) to file and prove a claim for the whole amount of the
principal (and premium, if any) and interest (or if the Securities of
any series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) owing
and unpaid in respect of the Securities of each series, and to file such
other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, except as a result of negligence or bad faith) and
of the Holders allowed in such judicial proceeding, and

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(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
except as a result of negligence or bad faith, and any other amounts due the
Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the
Trustee, except in accordance with action taken under Article Nine, to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of any series or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture, or under the
Securities of any series or any Coupons appertaining thereto, may be prosecuted
and enforced by the Trustee without the possession of any of the Securities of
such series or such Coupons or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery 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 Securities and Coupons in respect
of which such judgment has been recovered.

In any proceedings brought by the Trustee (and also in any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party), the Trustee shall be held to represent all
the Holders of the Securities and Coupons appertaining thereto in respect to
which action was taken, and it shall not be necessary to make any Holders of
such Securities or Coupons parties to any such proceedings.

SECTION 6.06. APPLICATION OF MONEYS COLLECTED. Any moneys
collected by the Trustee pursuant to this Article in respect of the Securities
of any series shall be applied in the following order, at the date or dates
fixed by the Trustee and,

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in the case of any distribution of such moneys on account of the principal of
(or premium, if any) or interest on the Securities of such series, upon
presentation of the several Securities and Coupons appertaining thereto in
respect of which moneys have been collected and the notation thereon of such
distribution if such principal, premium and interest be only partially paid or
upon surrender thereof if fully paid:

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

SECOND: In case the principal of the Securities of such series
shall not then be due and payable, to the payment of interest on the
Securities of such series in the order of the maturity of the
installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue
installments of interest at the same rate as the rate of interest (or
yield to Stated Maturity, in the case of Original Issue Discount
Securities) specified in such Securities, such payments to be made
ratably to the Persons entitled thereto, without preference or priority;

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

FOURTH: To the Company or any other Person lawfully entitled
thereto.

SECTION 6.07. LIMITATION ON SUITS. Subject to Section 6.08, no
Holder of any Security of any series or of any Coupon shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a custodian, receiver, liquidator,
assignee, trustee,

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sequestrator or other similar official, or for any other remedy hereunder,
unless:

(1) such Holder shall have previously given written notice to
the Trustee of a continuing Event of Default with respect to the
Securities of such series;

(2) the Holders of not less than 25% in aggregate principal
amount of the Securities of such series then Outstanding shall have made
written request to the Trustee to institute such proceeding in its own
name as Trustee hereunder;

(3) such Holder or Holders shall have offered to the Trustee
indemnity reasonably satisfactory to the Trustee against the costs,
expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute such
proceeding; and

(5) no direction inconsistent with such written request shall
have been given to the Trustee during such 60-day period by the Holders
of a majority in aggregate principal amount of the Securities of such
series then Outstanding;

it being understood and intended that no one or more of Holders of Securities
of any series or Coupons appertaining thereto shall have any right in any
manner whatsoever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holder of the
Securities or the Coupons, or to obtain or to seek to obtain preference or
priority over any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the affected series and Coupons.

SECTION 6.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST. Notwithstanding any other provision in this
Indenture or any provision of any Security of any series, the Holder of a
Security of any series or Coupon appertaining thereto shall have the right,
which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and interest on such Security or Coupon on or after the
respective due dates expressed in such Security or Coupon or, in the case of
redemption, on the date of redemption, and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired or
affected without the consent of such Holder.

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SECTION 6.09. RESTORATION OF RIGHTS AND REMEDIES. In case the
Trustee or any Holder shall have proceeded to enforce any right or remedy under
this Indenture and such proceeding shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to the Trustee or to
such Holder, then, and in every such case, the Company, the Trustee and the
Holders shall be restored severally and respectively to their former positions
hereunder; and all rights, remedies and powers of the Company, the Trustee and
the Holders shall continue as though no such proceeding had been taken.

SECTION 6.10. RIGHTS AND REMEDIES CUMULATIVE. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities and Coupons in the last paragraph of
Section 2.08, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 6.11. DELAY OR OMISSION NOT WAIVER. No delay or
omission of the Trustee or of any Holder of Securities or Coupons to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 6.12. CONTROL BY HOLDERS. The Holders of not less than
a majority in aggregate principal amount of the Securities of any series
affected then Outstanding shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series, provided that:

(1) such direction shall not be in conflict with any rule of law
or with this Indenture;

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

(3) subject to Section 7.01, the Trustee need not take any
action which might involve the Trustee in personal liability or be
unduly prejudicial to the

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Holders of the Securities of the affected series not joining in the
giving of such direction.

SECTION 6.13. WAIVER OF PAST DEFAULTS. Prior to the declaration
of acceleration of the Maturity of any Securities of any series as provided by
Section 6.02, the Holders of not less than a majority in aggregate principal
amount of the Securities of such series at the time Outstanding with respect to
which a default or breach or an Event of Default shall have occurred and be
continuing may on behalf of the Holders of all of the Securities of such series
waive any past default or breach or Event of Default and its consequences,
except a default or breach or Event of Default in the payment of the principal
of (or premium, if any) or interest on any Security of such series.

Upon any such waiver, such default or breach shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture, but no such waiver shall extend to
any subsequent or other default or breach or Event of Default or impair any
right consequent thereon.

SECTION 6.14. UNDERTAKING FOR COSTS. All parties to this
Indenture agree, and each Holder of any Security or Coupon by acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered 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, however, that the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, of the Securities of any series holding in the aggregate more than
10% in aggregate principal amount of the Securities of such series then
Outstanding, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest (including
interest evidenced by a Coupon) on any Security on or after the respective due
dates expressed in such Security or Coupon or, in the case of redemption, on or
after the date of redemption.

SECTION 6.15. WAIVER OF STAY OR EXTENSION LAWS. The Company
covenants (to the fullest extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the

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performance of this Indenture; and the Company (to the fullest extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

ARTICLE SEVEN

THE TRUSTEE

SECTION 7.01. CERTAIN DUTIES AND RESPONSIBILITIES. The Trustee,
prior to the occurrence of an Event of Default with respect to a particular
series of Securities and after the curing or waiving of all Events of Default
which may have occurred with respect to such series, undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture.
In case an Event of Default with respect to a particular series of Securities
has occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by this Indenture relating to such
series, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

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

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

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

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any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall
be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts
stated therein);

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

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

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

SECTION 7.02. NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall give notice of all defaults with respect to the
Securities of such series actually known to any Responsible Officer of the
Trustee (i) if any unregistered Securities of such series are then Outstanding,
to the Holders thereof by publication at least once in an Authorized Newspaper
in the Borough of Manhattan, The City of New York,(ii) if any unregistered
Securities of such series are then Outstanding, to the Holders thereof who have
filed their names and addresses with the Trustee pursuant to Section
5.04(c)(ii) by mailing such notice to such Holders at such addresses and (iii)
if any registered Securities of such series are then Outstanding, to the
Holders thereof by mailing such notice to such Holders at their addresses as
they shall appear on the Security Register, unless in each case such defaults
shall have been cured before the mailing or publication of such notice;
provided, however, that, except in the case of a default in the payment of the

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principal of (or premium, if any) or interest on any of the Securities of such
series, or in the payment of any sinking fund or analogous payment with respect
to the Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of the Securities of such series; and provided, further, that in the
case of any default of the character specified in Section 6.01(4) with respect
to Securities of such series, no such notice to the Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event or condition which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 7.03. CERTAIN RIGHTS OF TRUSTEE. Except as otherwise
provided in Section 7.01:

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

(b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Company Direction
or Company Request (unless other evidence in respect thereof is herein
specifically prescribed); and any resolution of the Board of Directors
shall be evidenced to the Trustee by a Certified Board Resolution;

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

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

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

(f) prior to the occurrence of an Event of Default with respect
to the Securities of any series and after the curing or waiving of all
such Events of Default which may have occurred, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, approval or other paper or document,
unless requested in writing to do so by the Holders of a majority in
aggregate principal amount of Securities of any series then Outstanding;
provided, however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is not, in the opinion of the
Trustee, reasonably assured to the Trustee by the security afforded to
it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such costs, expenses or liabilities as a condition to
so proceeding; the reasonable expense of every such investigation shall
be paid by the Company or, if paid by the Trustee, shall be repaid by
the Company upon demand;

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

(h) the Trustee shall not be deemed to have notice of any
default or Event of Default unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any event which
is in fact such a default or Event of Default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references
the Securities and this Indenture; and

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

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SECTION 7.04. TRUSTEE NOT LIABLE FOR RECITALS IN INDENTURE OR IN
SECURITIES. The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities of any series. The Trustee
represents that it is duly authorized to execute and deliver this Indenture and
perform its obligations hereunder. The Trustee shall not be accountable for
the use or application by the Company of any of the Securities of any series or
of the proceeds thereof.

SECTION 7.05. TRUSTEE, PAYING AGENT OR SECURITY REGISTRAR MAY
OWN SECURITIES. Subject to Sections 7.09 and 7.14, the Trustee or any paying
agent or Security Registrar with respect to any series of Securities, in its
individual or any other capacity, may become the owner or pledgee of Securities
of such series with the same rights it would have if it were not Trustee,
paying agent or Security Registrar with respect to such Securities.

SECTION 7.06. MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST.
Subject to the provisions of Section 12.04 hereof, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company. So long as no Event of Default
with respect to Securities of any series shall have occurred and be continuing,
all interest allowed on any such moneys shall be paid from time to time upon a
Company Direction.

SECTION 7.07. COMPENSATION AND REIMBURSEMENT. The Company
covenants and agrees: (a) to pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation as shall be agreed in writing
from time to time between the Company and the Trustee for all services rendered
by it hereunder (which shall not be limited by any provisions of law in regard
to the compensation of a trustee of an express trust); (b) except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents, attorneys and counsel and of all persons not regularly in its
employ) except any such expense, disbursement or advance as may arise from its
negligence or bad faith; and (c) to indemnify each of the Trustee and any
predecessor Trustee for, and to hold it harmless against, any and

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all loss, liability, damage, claim or expense including taxes (other than taxes
based on the income of the Trustee) incurred without negligence or bad faith on
the part of the Trustee, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises. If any property other
than cash shall at any time be subject to a lien in favor of the Holders, the
Trustee, if and to the extent authorized by a receivership or bankruptcy court
of competent jurisdiction or by the supplemental instrument subjecting such
property to such lien, shall be entitled to make advances for the purpose of
preserving such property or of discharging tax liens or other prior liens or
encumbrances thereon. The obligations of the Company under this Section 7.07
to compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of the Indenture.
Such additional indebtedness shall be secured by a lien, prior to that of the
Securities of any series with respect to which the indebtedness arose, upon all
property and funds held or collected by the Trustee, as such, relating to such
series except funds held in Trust for the payment of principal of (and premium,
if any) or interest on Securities of such series. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified
in Section 6.01(5) or Section 6.01(6), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or other similar law.

SECTION 7.08. RIGHT OF TRUSTEE TO RELY ON AN OFFICERS'
CERTIFICATE WHERE NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED. Except as
otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, such matter (unless other evidence in respect thereof is
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee and such Certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.

SECTION 7.09. DISQUALIFICATION; CONFLICTING INTERESTS. If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the

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manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture.

SECTION 7.10. CORPORATE TRUSTEE REQUIRED; REQUIREMENTS FOR
ELIGIBILITY. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. Neither the Company nor any Person
directly or indirectly controlling, controlled by or under common control with
the Company shall serve as Trustee. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 7.11.

SECTION 7.11. RESIGNATION AND REMOVAL OF TRUSTEE; APPOINTMENT OF
SUCCESSOR. (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the Successor Trustee in accordance with the
applicable requirement of Section 7.12.

(b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 7.12 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may, at the expense of the
Company, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to the
Securities of any series by the Holders of a majority in aggregate principal
amount of the Securities of such series then Outstanding by written notice
delivered to the Trustee and to the Company. If the instrument of acceptance by
a successor Trustee required by Section 7.12 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may, at the expense of the Company, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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(d) If, at any time,

(1) the Trustee shall fail to comply with Section 7.09(a) with
respect to the Securities of any series after written request therefor
by the Company or by any Holder who has been a bona fide Holder of a
Security of such series for at least six months; or

(2) the Trustee shall cease to be eligible under Section 7.10
and shall fail to resign after written request therefor by the Company
or by any such Holder; or

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

then, in any such case (i) the Company by a Certified Board Resolution may
remove the Trustee with respect to all Securities of any or all series, as
appropriate or (ii) subject to Section 6.14, any Holder who has been a bona
fide Holder of a Security of an affected series for at least six months may, on
behalf of such Holder and all other Holders similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a
Certified Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of such series (it being understood
that any such successor Trustee may be appointed with respect to other
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 7.12. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by act of the Holders of a majority in
aggregate principal amount of the Securities of such series then Outstanding
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 7.12, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company with respect to
the

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Securities of such series. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 7.12, any
Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of such Holder and all other Holders similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
(i) if any unregistered Securities of any affected series are then Outstanding,
to the Holders thereof by publication of such notice at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, (ii) if
any unregistered Securities of any affected series are then Outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 5.04 by mailing such notice to such Holders at such
addresses (and the Trustee shall make such addresses available to the Company
for such purpose) and (iii) if any registered Securities of any affected series
are then Outstanding, to the Holders thereof by mailing such notice to such
Holders at their addresses as they shall appear on the Security Register. If
the Company shall fail to give such notice within 10 days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given at the expense of the Company. Each notice shall include
the name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.

SECTION 7.12. ACCEPTANCE BY SUCCESSOR TO TRUSTEE. (a) In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more series, each successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee with respect to such applicable series of the
Securities shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to such
applicable series; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall upon payment of its charges then unpaid, execute,
acknowledge and deliver an instrument transferring to such successor Trustee
all such rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

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(a) In case of the appointment hereunder of a successor Trustee
with respect to the Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to its predecessor Trustee
as provided in Section 7.11 an instrument accepting such appointment, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance shall become vested with all the rights, powers, trusts and duties
of the predecessor Trustee with respect to all such Securities; but, on the
request of the Company or the successor Trustee, such predecessor Trustee, with
like effect as if originally named as Trustee herein, shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the predecessor Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such predecessor Trustee hereunder subject, nevertheless, to its
lien, if any, provided for in Section 7.07.

(b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but less than all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute, acknowledge and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and which shall (i) contain such provisions as shall be deemed
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of each series to which the appointment
of such successor Trustee related, (ii) if the retiring Trustee shall not be
retiring with respect to the Securities of all series, contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of the series as to which the retiring Trustee shall not be retiring
shall continue to be vested in the retiring Trustee and (iii) add to or change
any of the provisions of this Indenture to the extent necessary to provide for
or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder.

(c) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but less than all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute, acknowledge and deliver an
indenture supplemental hereto in which each successor Trustee shall accept

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such appointment and which shall (i) contain such provisions as shall be deemed
necessary or desirable to transfer and confirm to, and to vest in, each
successor trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of each series to which the appointment
of such successor Trustee relates, (ii) if the retiring Trustee is not retiring
with respect to the Securities of all series, contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of the series
as to which the retiring Trustee shall not be retiring shall continue to be
vested in the retiring Trustee, and (iii) add to or change any of the
provisions of this Indenture to the extent necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of each series to which
the appointment of such successor Trustee relates, and such retiring Trustee
shall duly assign, transfer and deliver to each successor trustee all property
and money held by such retiring Trustee hereunder with respect to the
Securities of each series to which the appointment of such successor trustee
relates.

(d) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

(e) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 7.13. SUCCESSOR TO TRUSTEE BY MERGER, CONSOLIDATION OR
SUCCESSION TO BUSINESS. Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified otherwise and eligible under this
Article,

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without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

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

SECTION 7.14. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

SECTION 7.15. APPOINTMENT OF ADDITIONAL AND SEPARATE TRUSTEES.
Whenever the Trustee shall deem it necessary in order to conform to any law of
any jurisdiction, or the Trustee shall be advised by counsel, satisfactory to
it, that it is necessary and in the interest of the Holders of Securities of
any series or in the event that the Trustee shall have been requested to do so
by the Holders of a majority in principal amount of the Securities of any
series then Outstanding, the Trustee and the Company shall execute and deliver
an indenture supplemental hereto and all other instruments and agreements
necessary or proper to constitute another bank or trust company, or one or more
Persons appointed by the Company, either to act as additional trustee or
trustees hereunder, jointly with the Trustee, or to act as separate trustee or
trustees hereunder, in any such case with such powers with respect to the
affected series of Securities as may be provided in such indenture supplemental
hereto, and to vest in such bank, trust company or Person as such additional
trustee or separate trustee, as the case may be, any property, title, right or
power of the Trustee with respect to the affected series of Securities deemed
necessary or advisable by the Trustee, subject to the provisions of this
Section below set forth. In the event the Company shall not have joined in the
execution of such indenture supplemental

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hereto within ten days after the receipt of a written request from the Trustee
so to do, or in case an Event of Default with respect to the particular series
of Securities shall occur and be continuing, the Trustee may act under the
foregoing provisions of this Section without the concurrence of the Company;
and the Company hereby appoints the Trustee its agent and attorney-in-fact to
act for it under the foregoing provisions of this Section in either of such
contingencies. The Trustee may execute, deliver and perform any deed,
conveyance, assignment or other instrument in writing as may be required by any
additional trustee or separate trustee for more fully and certainly vesting in
and confirming to it any property, title, right or powers with respect to the
affected series of Securities conveyed or conferred to or upon such additional
trustee or separate trustee, and the Company shall, upon the Trustee's request,
join therein and execute, acknowledge and deliver the same; and the Company
hereby makes, constitutes and appoints the Trustee its agent and
attorney-in-fact for it and in its name, place and stead to execute,
acknowledge and deliver any such deed, conveyance, assignment or other
instrument with respect to the affected series of Securities in the event that
the Company shall not itself execute and deliver the same within ten days after
receipt by it of such request so to do. Any supplemental indenture executed
pursuant to the provisions of this Section shall conform to the provisions of
the Trust Indenture Act as in effect as of the date of such supplemental
indenture.

Every additional trustee and separate trustee hereunder shall, to
the extent permitted by law, be appointed and act, and the Trustee shall act
with respect to a particular series of Securities, subject to the following
provisions and conditions:

(1) the Securities of such series shall be authenticated by the
Trustee and all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody, investment and payment
of moneys, shall be exercised solely by the Trustee;

(2) all other rights, powers, duties and obligations with
respect to the Securities of such series conferred or imposed upon the
Trustee and such additional trustee or separate trustee or any of them
shall be conferred or imposed upon and exercised or performed by the
Trustee and such additional trustee or trustees and separate trustee or
trustees jointly, except to the extent that, under any law of any
jurisdiction in which any particular act or acts are to be performed,
the Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations with
respect to the Securities of such series shall be

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exercised and performed by such additional trustee or trustees or
separate trustee or trustees;

(3) no power hereby given to, or with respect to which it is
hereby provided may be exercised by, any such additional trustee or
separate trustee with respect to a particular series of Securities shall
be exercised hereunder by such additional trustee or separate trustee
except with the consent of the Trustee; and

(4) no trustee with respect to a particular series of Securities
hereunder shall be personally liable by reason of any act or omission of
any other trustee with respect to such series of Securities hereunder.

If at any time the Trustee shall deem it no longer necessary in order to
conform to any such law or shall be advised by counsel that it is no longer so
necessary in the interest of the Holders of Securities of any series or in the
event that the Trustee shall have been requested to do so in writing by the
Holders of a majority in principal amount of the Securities of such series then
Outstanding, the Trustee and the Company shall execute and deliver an indenture
supplemental hereto and all other instruments and agreements necessary or
proper to remove any additional trustee or separate trustee with respect to
such series. In the event that the Company shall not have joined in the
execution of such indenture supplemental hereto, instruments and agreements,
the Trustee may act on behalf of the Company to the same extent provided above.

Any additional trustee or separate trustee with respect to any
series of Securities may at any time by an instrument in writing constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent which may be authorized by law, to do all acts and things and exercise
all discretions which it is authorized or permitted to do or exercise with
respect to such series, for and in its behalf and in its name. In case any
such additional trustee or separate trustee shall die, become incapable of
acting, resign or be removed, all the assets, property, rights, powers, trusts,
duties and obligations of such additional trustee or separate trustee with
respect to such series, as the case may be, so far as permitted by law, shall
vest in and be exercised by the Trustee, without the appointment of a new
successor to such additional trustee or separate trustee unless and until a
successor with respect to such series is appointed in the manner hereinbefore
provided.

Any request, approval or consent in writing by the Trustee to any
additional trustee or separate trustee of any series of Securities shall be
sufficient warrant to such

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additional trustee or separate trustee, as the case may be, to take such action
with respect to the particular series of Securities as may be so requested,
approved or consented to.

Each additional trustee and separate trustee appointed pursuant
to this Section shall be subject to, and shall have the benefit of, Articles
Six, Seven (other than Section 7.10) and Eight hereof and the following
Sections of this Indenture shall be specifically applicable to each additional
trustee and separate trustee: 5.04(a) (except to the extent that reference
therein is made to its eligibility under Section 7.10) and (b), 6.03, 7.01,
7.02, 7.09 and 7.14; provided, however, that no resignation of an additional or
separate trustee pursuant to Section 7.11 hereof shall be conditioned in any
sense whatever upon the appointment of a successor to such trustee.

ARTICLE EIGHT

CONCERNING THE HOLDERS

SECTION 8.01. EVIDENCE OF ACTION BY HOLDERS. (a) Whenever in
this Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount Outstanding of the Securities of any series may take
any action (including the making of any demand or request, the giving of any
direction, notice, consent or waiver or the taking of any other action) the
fact that at the time of taking any such action the Holders of such specified
percentage have joined therein may be evidenced (a) by any instrument or any
number of instruments of similar tenor executed by such Holders in person or by
agent or proxy appointed in writing, or (b) by the record of such Holders
voting in favor thereof at any meeting of such Holders duly called and held in
accordance with the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Holders.

SECTION 8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING
OF SECURITIES. Subject to the provisions of Sections 7.01, 7.03 and 9.05,
proof of the execution of any instrument by a Holder or his agent or proxy
shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.

The ownership of a registered Security shall be proved by the
Security Register relating to the series or by a certificate of the Security
Registrar.

The ownership of an unregistered Security or any Coupon attached
to such Security at its issuance shall be proved by the production of such
Security or Coupon, or, with respect to

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unregistered Securities only, by a certificate executed by any trust company,
bank, broker or other depositary, wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such person had on deposit with such depositary, or exhibited to it,
the Securities therein described; or such facts may be proved by the
certificate or affidavit of the person holding such Security, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any unregistered
Security continues until (1) another certificate or affidavit bearing a later
date issued in respect of the same Security is produced, (2) such Security is
produced by some other Person or (3) such Security is no longer Outstanding.
The amount of unregistered Securities held by any Person may also be proved in
any other manner which the Trustee deems sufficient.

The Trustee may require such additional proof of any matter
referred to in this Section 8.02 as it shall deem necessary.

The record of any meeting of Holders shall be proved in the
manner provided in Section 9.06.

SECTION 8.03. WHO MAY BE DEEMED OWNER OF SECURITIES. Prior to
due presentment for registration of transfer of a registered Security of any
series, the Company, the Trustee, any paying agent and any Security Registrar
may deem and treat the Person in whose name such Security shall be registered,
or, in the case of unregistered Securities, the bearer thereof or the owner
thereof determined pursuant to Section 8.02, as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by anyone) for the purpose
of receiving payment of or on account of the principal of (and premium, if any)
and interest on such Security and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar shall
be affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.

SECTION 8.04. SECURITIES OWNED BY COMPANY OR CONTROLLED OR
CONTROLLING COMPANIES DISREGARDED FOR CERTAIN PURPOSES. In determining whether
the Holders of the requisite aggregate principal amount Outstanding of
Securities of any series have concurred in any direction, consent or waiver
under this Indenture, Securities of such series which are owned by the Company
or any other obligor on the Securities of such series or by any Person directly
or indirectly controlling or controlled by

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or under direct or indirect common control with the Company or any other
obligor on the Securities of such series shall be disregarded and deemed not to
be Outstanding for the purposes of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities of such series which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities of such series so owned which have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section 8.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Securities and that the pledgee is not the Company or any
other obligor on the Securities of such series or a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection for the Trustee.

SECTION 8.05. INSTRUMENTS EXECUTED BY HOLDERS BIND FUTURE
HOLDERS. At any time prior to (but not after) the evidencing to the Trustee,
as provided in Section 8.01, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Securities of any series then
Outstanding specified in this Indenture in connection with such action, any
Holder of a Security of such series which is shown by the evidence to be
included in the Securities of the particular series the Holders of which have
consented to such action may, by filing written notice with the Trustee at its
Corporate Trust Office and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Security. Except as aforesaid, any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security, and
of any Security issued upon registration of transfer thereof or in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or such other Security. Any action taken by
the Holders of the percentage in aggregate principal amount of the Securities
of any series specified in this Indenture in connection with such action shall
be conclusively binding upon the Company, the Trustee and the Holders of all
such Securities.

ARTICLE NINE

HOLDERS' MEETINGS AND CONSENTS

SECTION 9.01. PURPOSES FOR WHICH MEETING MAY BE CALLED. A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to the

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provisions of this Article Nine for any of the following purposes:

(1) to give any notice to the Company or to the Trustee, or to
give any directions to the Trustee, or to consent to the waiving of any
default hereunder and its consequences, or to take any other action
authorized to be taken by Holders of Securities of such series pursuant
to any of the provisions of Article Six;

(2) to remove the Trustee and appoint a successor trustee with
respect to Securities of such series pursuant to the provisions of
Article Seven;

(3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.02; or

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

SECTION 9.02. CALL OF MEETING BY TRUSTEE. The Trustee may at
any time call a meeting of Holders of Securities of any series to take any
action specified in Section 9.01, to be held at such time and at such place in
New York, New York, or at such other location as the Trustee shall determine.
With respect to registered Securities of any series, notice of every such
meeting, setting forth the time and the place of such meeting, and in general
terms the action proposed to be taken at such meeting, shall be mailed to such
Holders at their addresses as they shall appear on the Security Register with
respect to such Securities. With respect to unregistered Securities of any
series, notice of every such meeting shall be published in an authorized
newspaper on two separate days. Such notice shall be provided not less than 20
nor more than 120 days prior to the date fixed for the meeting.

SECTION 9.03. CALL OF MEETINGS BY COMPANY OR HOLDERS. In case
at any time the Company, pursuant to a Certified Board Resolution, or the
Holders of at least 10% in aggregate principal amount of Securities of any
series then Outstanding, shall have requested the Trustee to call a meeting of
Holders of Securities of such series to take any action authorized in Section
9.01 by written request setting forth in reasonable detail the action proposed
to be taken at the meeting, and the Trustee shall not have provided the notice
of such meeting within 20 days after receipt of such request, then the Company
or the Holders of such Securities in the amount above specified may determine
the time

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and the place in New York, New York, for such meeting and may call such meeting
by providing notice thereof as provided in Section 9.02.

SECTION 9.04. WHO MAY ATTEND AND VOTE AT MEETINGS. To be
entitled to vote at any meeting of Holders of a particular series of
Securities, a Person shall (a) be a Holder of one or more Securities of such
series or (b) be a Person appointed by an instrument in writing as proxy by a
Holder of one or more Securities of such series. Subject to Section 8.01, the
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of a particular series of Securities shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

SECTION 9.05. REGULATIONS MAY BE MADE BY TRUSTEE.
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of a particular series, in regard to proof of the holding of
Securities of such series and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
necessary. Except as otherwise permitted or required by any such regulations,
the holding of Securities of such series shall be proved in the manner
specified in Section 8.02 and the appointment of any proxy shall be proved in
the manner specified in Section 8.02.

The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders as provided in Section 9.03, in which case the
Company or such Holders calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting may be elected by vote of the Holders of a majority in
principal amount of Securities of the particular series then Outstanding
represented at the meeting and entitled to vote.

Subject to the provisions of Section 8.04, at any meeting each
Holder of Securities of the particular series or proxy entitled to vote shall
have one vote for each $1,000 principal amount of Securities of such series
held or represented by him; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security of such series challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
Securities of such series held by him or instruments in writing as aforesaid
duly

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designating him as the Person to vote on behalf of other Holders of Securities
of the particular series. At any meeting of Holders duly called pursuant to
the provisions of Section 9.02 or Section 9.03 the presence of Persons holding
or representing Securities of the particular series in an aggregate principal
amount outstanding sufficient to take action on the business for the
transaction of which such meeting was called shall constitute a quorum, but, if
less than a quorum be present, the meeting may be adjourned from time to time
by the Holders of a majority in principal amount outstanding of the Securities
of such series represented at the meeting and entitled to vote, and the meeting
may be held as so adjourned without further notice.

SECTION 9.06. MANNER OF VOTING AT MEETINGS AND RECORD TO BE
KEPT. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders or proxies entitled to vote. The
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 9.02. The record shall be signed and
verified by the affidavits of the chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.

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

SECTION 9.07. WRITTEN CONSENT IN LIEU OF MEETINGS. The written
authorization or consent of the requisite percentage herein provided of Holders
of Securities of any series entitled to vote at any meeting of Holders of
Securities of a particular series, evidenced as provided in Article Eight and
filed with the Trustee, shall be effective in lieu of a meeting of such Holders
with respect to any matter provided for in this Article Nine.

SECTION 9.08. NO DELAY OF RIGHTS BY MEETING. Nothing in this
Article Nine contained shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Holders of Securities of any series, or any
rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or

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reserved to the Trustee or to the Holders of Securities of such series under
any of the provisions of this Indenture or of the Securities of such series.

ARTICLE TEN

SUPPLEMENTAL INDENTURES

SECTION 10.01. PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE
ENTERED INTO WITHOUT CONSENT OF HOLDERS. The Company, when authorized by a
Certified Board Resolution, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for one
or more of the following purposes:

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

(b) to appoint one or more additional or separate trustees to
act under this Indenture in the manner and to the extent contemplated by
Section 7.15;

(c) to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions for the protection of
the Holders of Securities of any or all series as the Board of Directors
and the Trustee shall consider to be for the protection of the Holders
of Securities of such series, and to make the occurrence, or the
occurrence and continuance, of a default of any such additional
covenants, restrictions, conditions or provisions a default or an Event
of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth with respect to
Securities of such series; provided, however, that in respect of any
such additional covenant, restriction, condition or provision with
respect to Securities of such series, such supplemental indenture may
provide for a particular period of grace after default (which period may
be shorter or longer than that allowed in the case of other defaults) or
may provide for an immediate enforcement upon such default or may limit
the remedies available to the Trustee upon such default or may limit the
right of the Holders of a majority in aggregate principal amount
Outstanding of the Securities of such series to waive such default;

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(d) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision unless such change or
elimination would not adversely affect such provision as applied to such
Securities created prior to the execution of such supplemented
indenture.

(e) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or
in any supplemental indenture; to convey, transfer, assign, mortgage or
pledge any property to or with the Trustee; or to make such other
provisions in regard to matters or questions arising under this
Indenture as shall not adversely affect the interests of Holders of
Securities of any series;

(f) to modify, amend or supplement this indenture to comply with
the provisions of Sections 4.05 and 11.01;

(g) to provide for the issuance of unregistered Securities, or
for the exchange ability of registered Securities of any series with
unregistered Securities of a series issued hereunder, or vice versa, and
to make all appropriate changes for such purpose;

(h) to provide for the issuance under this Indenture of
Securities of a series having any form or terms contemplated by Sections
2.01 and 2.02; and

(i) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 7.15.

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

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Trustee, subject to the provisions of Sections 7.01 and 7.03, may regard an
Officers' Certificate or Opinion of Counsel as conclusive evidence that any
such supplemental indenture with respect to any series of Securities complies
with the provisions of this Article Ten.

Any supplemental indenture authorized by the provisions of this
Section 10.01 may be executed by the Company and the Trustee without the
consent of the Holders of any Securities of any series then Outstanding,
notwithstanding any of the provisions of Section 10.02.

SECTION 10.02. MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS
OF A MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES. With the consent (evidenced
as provided in Section 8.01) of the Holders of not less than a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, the Company, when authorized by a Certified Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto with respect to Securities of the particular
series (which shall conform to the provisions of the Trust Indenture Act as
then in effect) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture relating to such series or of modifying in any manner
the rights of the Holders of Securities of the particular series; provided,
however, that no such supplemental indenture shall (i) extend the Stated
Maturity of any Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of any interest thereon, or reduce any
premium payable upon the redemption thereof, or reduce the amount of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of Stated Maturity thereof pursuant to Section
6.02, or change the currency or currency unit in which any Security is payable,
without the consent of the Holder of each Security so affected, or (ii) reduce
the aforesaid majority in aggregate principal amount of Securities of any
series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of all Securities of
each affected series.

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

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Upon a Company Request, accompanied by a Certified Board
Resolution authorizing the execution of any such supplemental indenture
relating to Securities of a particular series, and upon the filing with the
Trustee of evidence of the consent of Holders of Securities of the particular
series as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

It shall not be necessary for the Holders of Securities of a
particular series to approve under this Section 10.02 the particular form of
any proposed supplemental indenture with respect to such series of Securities,
but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section 10.02,
the Company shall mail a notice thereof by first-class mail to the Holders of
registered Securities of each series affected thereby at their addresses as
they shall appear on the Security Register for such Securities, or, in the case
of unregistered Securities, shall give notice in the manner provided in Section
5.04 hereof, setting forth in general terms the substance of such supplemental
indenture. Any failure of the Company to provide such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

SECTION 10.03. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution and delivery of any supplemental indenture with respect to any series
of Securities pursuant to the provisions of this Article Ten, this Indenture
shall be and be deemed to be modified and amended with respect to the affected
series of Securities in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Holders of Securities of the series
affected shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

The Trustee, subject to the provisions of Sections 7.01 and 7.03,
may regard an Officers' Certificate and Opinion of Counsel as conclusive
evidence that any such supplemental indenture with respect to any series of
Securities complies with the provisions of this Article Ten, but the Trustee
shall not be obligated to enter into any such supplemental indenture which

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affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

SECTION 10.04. SECURITIES MAY BEAR NOTATION OF CHANGES BY
SUPPLEMENTAL INDENTURES. Securities authenticated and delivered after the
execution, pursuant to the provisions of this Article Ten, of any supplemental
indenture with respect to any series of Securities may, and shall if required
by the Trustee, bear a notation in the form approved by the Trustee as to any
matter provided for in such supplemental indenture. New Securities of the
affected series so modified as to conform, in the opinion of the Trustee and
the Board of Directors of the Company, to any modification of this Indenture
contained in any such supplemental indenture with respect to such series of
Securities may be prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Securities of the particular series then
Outstanding.

ARTICLE ELEVEN

CONSOLIDATION, MERGER, SALE, CONVEYANCE OR LEASE

SECTION 11.01. COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.
The Company may consolidate with, or merge into, or sell, lease or convey all
or substantially all of its assets to, any person, provided that in any such
case, (i) either the Company shall be the continuing corporation, or the
corporation formed by such consolidation or into which the Company is merged or
the Person which acquires by sale, lease or conveyance all or substantially all
of the Company's assets shall be a corporation organized and existing under the
laws of the United States of America or a State thereof or the District of
Columbia and such corporation shall expressly assume the due and punctual
payment of the principal of (and premium, if any) and any interest on all the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such corporation, and (ii) immediately
after such merger or consolidation, or such sale, lease or conveyance, no Event
of Default or no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing.

The Company may not consolidate with, merge into, or sell, lease
or convey all or substantially all of its assets to, another Person, if as a
result of such consolidation, merger, sale, lease or conveyance, any property
owned by the Company or a Restricted Subsidiary immediately prior thereto would
be subject to a lien, unless (a) simultaneously therewith or prior thereto
effective provision shall be made for the securing (equally and

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ratably with any other indebtedness of or guaranteed by the Company then
entitled thereto) of the due and punctual payment of the principal of and
interest on all of the Securities equally and ratably with (or prior to) the
debt secured by such lien, or (b) the Company would be permitted to create such
lien pursuant to Section 4.06 or 4.08 without equally and ratably securing the
Securities.

SECTION 11.02. SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case
of any such consolidation, merger, sale, conveyance or lease referred to in
Section 11.01 and upon the assumption by the successor corporation or entity,
by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and interest on all of the Securities and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Company, such successor corporation or entity shall succeed to
and be substituted for the Company, with the same effect as if it had been
named herein as a party. Such successor corporation or entity thereupon may
cause to be signed, and may issue either in its own name or in the name of
Hussmann International, Inc. any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to
the Trustee, and, upon the order of such successor corporation or entity
instead of the Company and subject to all the terms, conditions or limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously should have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
which such successor corporation or entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date
of the execution hereof. In the event of any such sale or conveyance, but not
any such lease, the Company or any successor corporation or entity which shall
theretofore have such in the manner described in this Article Eleven shall be
discharged from all obligations and covenants under this Indenture and the
Securities and may be dissolved and liquidated.

SECTION 11.03. OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The
Trustee, subject to Sections 7.01 and 7.03, shall be entitled to receive, and
shall be fully protected in relying upon, an Opinion of Counsel stating that
any such consolidation, merger, sale, conveyance or lease and any such
assumption complies with the provisions of this Article Eleven.

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ARTICLE TWELVE

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 12.01. SATISFACTION AND DISCHARGE OF INDENTURE. If at
any time (a) the Company shall have delivered to the Trustee for cancellation
all Securities of any series theretofore authenticated and delivered (other
than Securities which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.08 or Securities for which
payment money has theretofore been deposited in trust and thereafter repaid to
the Company as provided in Section 12.05), or (b) all Securities of any series
not theretofore delivered to the Trustee for cancellation shall have become due
and payable, or are by their terms to become due and payable within one year or
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee as trust funds the entire amount sufficient to pay at
Stated Maturity or upon redemption all such Securities not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due at Stated Maturity or on such redemption
date, as the case may be, and if in either case the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect (except the Company's obligations
with respect to such Securities under Sections 2.06, 2.08, 4.03, 4.05, 5.01,
7.07, 7.11, 7.12, 12.02 and Article 3 of this Indenture, so long as any
principal of (and premium, if any) or interest on such securities remains
unpaid, and, thereafter, only the Company's rights and obligations under
Section 4.05 and 7.07) and the Trustee, on demand of the Company accompanied by
an Officers' Certificate and an Opinion of Counsel as required by Section 14.05
and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture. Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 7.07 shall survive.

SECTION 12.02. DEFEASANCE AND DISCHARGE OF SECURITIES OR CERTAIN
OBLIGATIONS. Notwithstanding Section 12.01 and except as otherwise specified
as contemplated by Section 12.01, this Section 12.02 shall be applicable to the
Securities of any series:

(a) The Company shall be deemed to have paid and discharged the
entire indebtedness on all the Outstanding Securities of that series,
the provisions of this Indenture as it relates to such Outstanding
Securities (except as to (i) the rights of Holders of Securities to
receive, from the trust funds described in subparagraph (1) below,
payment of the principal of (and premium, if any) and any installment of
principal

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of (and premium, if any) or interest on such Securities on the Stated
Maturity of such principal or installment of principal or interest or
any mandatory sinking fund payments or analogous payments applicable to
the Securities of that series on the day on which such payments are due
and payable in accordance with the terms of this Indenture and of such
Securities, (ii) the Company's obligations with respect to such
Securities under Sections 2.06, 2.08, 4.03, 4.05, 5.01, 7.07, 7.11,
7.12, 12.02 and Article 3 of this Indenture, so long as any principal of
(and premium, if any) or interest on such Securities remains unpaid and,
thereafter, only the Company's rights and obligations under Sections
4.05 and 7.07, and (iii) the rights, powers, trusts, duties and
immunities of the Trustee with respect to such series) shall no longer
be in effect, and the Trustee, at the expense of the Company, shall,
upon a Company Direction, execute proper instruments acknowledging the
same, provided that the following conditions have been satisfied:

(1) With reference to this Section 12.02(a), the Company
has deposited or caused to be deposited with the Trustee
irrevocably (subject to the provisions of Section 12.02(c) and
the last paragraph of Section 6.06), as trust funds in trust,
specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities of that series, (A)
money in an amount, or (B) Government Obligations which, through
the payment of interest and principal in respect thereof in
accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than the opening of
business on the due date of any payment referred to in clause (i)
or (ii) below of this subparagraph (1) money in an amount, or (C)
a combination thereof, sufficient, after payment of all taxes in
respect thereof payable by the Trustee, in the opinion of a
nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee, to pay and discharge (i) the principal of (and premium,
if any) and each installment of principal (and premium, if any)
and interest on the Outstanding Securities of that series on the
Stated Maturity of such principal or installment of principal or
interest or any date fixed for redemption of such Outstanding
Securities and (ii) any mandatory sinking fund payments or
analogous payments applicable to Securities of such series on the
day on which such

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payments are due and payable in accordance with the terms of this
Indenture and of such Securities;

(2) the Company has paid or caused to be paid all other
sums payable in respect of such Securities, and such payment and
the deposit set forth in subparagraph (1) above will not result
in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound;

(3) no Event of Default or event which with the giving of
notice or lapse of time, or both, would become an Event of
Default with respect to the Securities of that series shall have
occurred and be continuing on the date of such deposit and no
Event of Default under Section 6.01(5) or event which with the
giving of notice or lapse of time, or both, would become an Event
of Default under Section 6.01(5) shall have occurred and be
continuing on the 91st day after such date;

(4) the Company has delivered to the Trustee an Opinion
of counsel of recognized national standing or a ruling of the
Internal Revenue Service to the effect that Holders of the
Securities of that series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit, defeasance
and discharge had not occurred; and

(5) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent in this Indenture provided for relating to
the defeasance and discharge of the entire indebtedness on all
Outstanding Securities of any such series as contemplated by this
Section 12.02(a) have been complied with.

(b) The Company may omit to comply with and shall be released
from its obligations under any term, provision or condition set forth in
Sections 4.06, 4.07, 4.08 and Article Eleven, and Section 6.01(4) with
respect to Sections 4.06, 4.07, 4.08 and Article Eleven shall be deemed
not to be an Event of Default, in each

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case with respect to the Securities of that series, provided, that the
following conditions have been satisfied:

(1) with reference to this Section 12.02(b), the Company
has deposited or caused to be deposited with the Trustee
irrevocably subject to the provisions of Section 12.02(c) and the
last paragraph of Section 6.06), as trust funds in trust,
specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities of that series, (A)
money in an amount, or (B) Government Obligations which, through
the payment of interest and principal in respect thereof in
accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than the opening of
business on the due date of any payment referred to in clause (i)
or (ii) below of this subparagraph (1) money in an amount, or (C)
a combination thereof, sufficient, after payment of all taxes in
respect thereof payable by the Trustee, in the opinion of a
nationally recognized firm of independent certified public
accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (i) the principal
of (and premium, if any) and each installment of principal (and
premium, if any) and interest on the Outstanding Securities of
that series on the Stated Maturity of such principal or
installment of principal or interest or any date fixed for
redemption of such Outstanding Securities and (ii) any mandatory
sinking fund payments or analogous payments applicable to
Securities of such series on the day on which such payments are
due and in accordance with the terms of this Indenture and of
such Securities;

(2) such deposit shall not cause the Trustee with respect
to the Securities of that series to have a conflicting interest
for purposes of the Trust Indenture Act with respect to the
Securities of any series;

(3) such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by
which it is bound;

(4) no Event of Default or event which with the giving of
notice or lapse of time, or both,

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would become an Event of Default with respect to the Securities
of that series shall have occurred and be continuing on the date
of such deposit and no Event of Default under Section 6.01(5) or
event which with the giving of notice or lapse of time, or both,
would become an Event of Default under Section 6.01(5) shall have
occurred and be continuing on the 91st day after such date;

(5) the Company has delivered to the Trustee an Opinion
of Counsel of recognized national standing to the effect that
Holders of the Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result
of such deposit and defeasance of certain obligations and will be
subject to federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such
deposit and defeasance had not occurred; and

(6) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent in this Indenture provided for relating to
the defeasance contemplated by this Section 12.02(b) have been
complied with.

(c) The Trustee shall deliver or pay to the Company from time to
time upon a Company Direction any money or Government Obligations held
by it as provided in this Section 12.02 which, in the opinion of a
nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are then in
excess of the amount thereof which then would have been required to be
deposited for the purpose for which such money or Government Obligations
were deposited or received.

SECTION 12.03. APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR
PAYMENT OF SECURITIES. All moneys with respect to a particular series of
Securities deposited with the Trustee pursuant to Section 12.01 or Section
12.02 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including, except in the case of Section 12.02(a),
the Company acting as its own paying agent), to the Holders of Securities of
such series for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any) and interest.

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SECTION 12.04. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In
connection with the satisfaction and discharge of this Indenture, all moneys
then held by any paying agent (other than the Trustee, if the Trustee is
serving as a paying agent) under the provisions of this Indenture shall, upon a
Company Direction, be repaid to the Company or paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

SECTION 12.05. REPAYMENT OF MONEYS HELD BY TRUSTEE. Any moneys
deposited with the Trustee or any paying agent for the payment of the principal
of (and premium, if any) or interest on any Securities of any series and not
applied but remaining unclaimed by the Holders of Securities of that series for
two years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have become due and payable, shall be repaid
to the Company by the Trustee or such paying agent by Company Direction; and
the Holders of any of the Securities of that series entitled to receive Such
payment shall thereafter look only to the Company for the payment thereof and
all liability of the Trustee or such paying agent with respect to such moneys
shall thereupon cease; provided, however, that the Trustee or such paying
agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once a week for two successive weeks (in each
case on any day of the week) in an Authorized Newspaper, a notice that such
moneys have not been so applied and that after a date named therein any
unclaimed balance of said moneys then remaining will be returned to the
Company.

ARTICLE THIRTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS, DIRECTORS AND EMPLOYEES

SECTION 13.01. INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS
AND EMPLOYEES OF COMPANY EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under
or upon any obligation, covenant or agreement of this Indenture, or of any
Security or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer, director or employee, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers, directors or employees, as such, of the
Company or of any successor corporation, or any of them, because

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of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities or implied therefrom; and that any and all such personal
liability, either at common law or on equity or by constitution or statute of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer, director or employee, as such, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution and delivery of this Indenture
and the issue of Securities hereunder.

ARTICLE FOURTEEN

MISCELLANEOUS PROVISIONS

SECTION 14.01. SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY
INDENTURE. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Company shall bind its successors
and assigns, whether so expressed or not.

SECTION 14.02. ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR
CORPORATION VALID. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
that time be the successor of the Company.

SECTION 14.03. REQUIRED NOTICES OR DEMANDS. Unless otherwise
provided in this Indenture, any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
any Holders to or on the Company may be given or served by being deposited
postage prepaid in a post office letter box in the United States addressed
(until another address is filed by the Company with the Trustee), as follows:
Hussmann International, Inc., 12999 St. Charles Rock Road, Bridgeton, Missouri
63044-2483, to the attention of the Treasurer. Any notice, direction, request
or demand by the Company or by any Holder to or upon the Trustee may be given
or made, for all purposes, by being deposited first-class postage prepaid in a
post office letter box in the United States or airmail postage prepaid if sent
from outside the United States, addressed to the Corporate Trust Office,
Attention: Corporate Trust Trustee Administration. Any notice required or
permitted to be mailed to a Holder of registered Securities of any series by
the Company or the Trustee pursuant to the provisions of this

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Indenture shall be deemed to be properly mailed by being deposited postage
prepaid in a post office letter box in the United States addressed to such
Holder at the address of such Holder as shown on the Security Register for the
particular series of Securities. Any notice required or permitted to be given
to a Holder of unregistered Securities of any series shall be deemed to be
properly given if such notice is published in an Authorized Newspaper in New
York, New York or such other cities as shall be specified with respect to such
Securities.

SECTION 14.04. INDENTURE AND SECURITIES TO BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Indenture and each
Security shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be governed by and construed in accordance
with the laws of such State, without regard to conflicts of laws principles
thereof. The descriptive headings of the Articles and Sections of this
Indenture are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

SECTION 14.05. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL TO
BE FURNISHED UPON APPLICATION OR REQUEST BY THE COMPANY. Upon any application
or request by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenants compliance with which
constitutes a condition precedent) which relate to the authentication and
delivery of the Securities of any series, to the release or the release and
substitution of property subject to the lien of the Indenture, to the
satisfaction and discharge of the Indenture, or to any other action to be taken
at the request or upon the application of the Company have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or request as to which the furnishing of any such document is
specifically required by any provision of this Indenture relating to such
application or request, no additional certificate or opinion, as the case may
be, need be furnished.

Each certificate (other than an annual certificate delivered pursuant to
Section 4.09) or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include: (1) a statement that the
Person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
Person, he has made such examination or investigation as is necessary to enable
him to express an

81
<PAGE> 88
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

SECTION 14.06. PAYMENTS DUE ON NON-BUSINESS DAYS. In any case
where the date of maturity of interest on or principal of any Security or the
date fixed for redemption of any Security shall not be a Business Day, then
payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

SECTION 14.07. MONEYS OF DIFFERENT CURRENCIES TO BE SEGREGATED.
The Trustee shall segregate moneys, funds and accounts held by the Trustee
hereunder in one currency (or unit thereof) from any moneys, funds or accounts
in any other currencies (or units thereof), notwithstanding any provision
herein which would otherwise permit the Trustee to commingle such amounts.

SECTION 14.08. PAYMENT TO BE IN PROPER CURRENCY. Other than as
provided herein or in the Security, an Officers' Certificate or a supplemental
indenture, the obligation of the Company to make any payment of principal of
(and premium, if any) and interest, if any, on such Security shall not be
discharged or satisfied by any tender by the Company, or collection by the
Trustee, in any currency or currency unit other than that in which such
Security is denominated (the "Specified Currency"), except to the extent that
the Trustee timely holds for such payment the full amount of the Specified
Currency when due and payable. If any such tender or collection is made in
other than the Specified Currency, the Trustee may take such actions as it
considers appropriate to exchange such other currency or currency unit for the
Specified Currency. The costs and risks of any such exchange, including
without limitation the risks of delay and exchange rate fluctuation, shall be
borne by the Company, the Company shall remain fully liable for any shortfall
or delinquency in the full amount of the Specified Currency then due and
payable and in no circumstances shall the Trustee be liable therefor. The
Company waives any defense of payment based upon any such tender or collection
which is not in the Specified Currency, or which, when exchanged for the
Specified Currency by the Trustee, is less than the full amount of the
Specified Currency then due and payable.

Notwithstanding the foregoing, if a Specified Currency is not
available to make any payment of principal of (and premium, if any) and
interest, if any, on a Security denominated in other than Dollars due to the
imposition of exchange controls

82
<PAGE> 89
or other circumstances beyond the Company's control, the Company shall be
entitled to satisfy its obligation by making such payment in Dollars on the
basis of the Market Exchange Rate on the date of such payment, or if such
Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate. For any Specified Currency, "Market Exchange
Rate" shall mean the noon buying rate in New York, New York for cable transfers
of such Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York.

SECTION 14.09. PROVISIONS REQUIRED BY TRUST INDENTURE ACT TO
CONTROL. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed pursuant to Section 318(c) of
the Trust Indenture Act, the imposed duties shall control.

SECTION 14.10. INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

SECTION 14.11. SEPARABILITY CLAUSE. In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

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

83
<PAGE> 90
IN WITNESS WHEREOF, HUSSMANN INTERNATIONAL, INC. and THE BANK OF
NEW YORK have caused this Indenture to be duly executed, all as of the day and
year first above written.

HUSSMANN INTERNATIONAL, INC.

By:
-------------------------------
Name:
Title:

THE BANK OF NEW YORK, AS TRUSTEE

By:
-------------------------------
Name:
Title:

<PAGE> 1
EXHIBIT 4.2

THIS NOTE MAY BE TRANSFERRED IN WHOLE BUT NOT IN PART BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY SELECTED OR APPROVED BY THE COMPANY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

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

No. __ $_________

HUSSMANN INTERNATIONAL, INC.
_____% SENIOR NOTES DUE _____

CUSIP: __________

Hussmann International, Inc., a Delaware corporation (herein called the
"Company," which term includes any successor corporation under the Indenture
referred to herein), for value received, hereby promises to pay to:

CEDE & CO.

or registered assigns, the principal sum of

*________________ DOLLARS*

on __________, ____ and to pay interest on such principal sum at the rate of
__________ percent (___%) per annum.

The Company will pay interest from the later of ___________ or the most
recent Interest Payment Date (as defined below) to which interest has been
paid or duly provided for, semiannually on ___________ (beginning_________)
and on _______ (each an "Interest Payment Date"), until the principal hereof is
otherwise paid or duly provided for. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture (as defined below), be paid to the holder (the "Holder") of this
Note (or one or more predecessor Notes) of record at the close of business on
the regular record date (the "Regular Record Date") for such Interest Payment
Date, which, except in the case of interest payable at Maturity (as defined in
the Indenture), shall be the _________ or _________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date and, in the
case of interest payable at Maturity, shall be the date such that interest
payable at Maturity is payable to the same Person to whom principal on this
Note is payable. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date by
virtue of his having been such Holder, and may be paid to the Holder of this
Note (or one or more predecessor Notes) of record at the close of business on a
special record date (the "Special Record Date") fixed by the Company for the
payment of such defaulted interest, notice whereof shall be given to Holders
not less than 15 days prior to such Special Record Date, all as more fully
provided in the Indenture.

Payment of the principal of this Note and the interest thereon will be
made at the office or agency of the Company in the Borough of Manhattan, City
and State of New York, in such currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

<PAGE> 2
HUSSMANN INTERNATIONAL, INC.
___% Senior Notes due _____

This Note is one of a duly authorized issue of debt securities of the
Company (herein called the "Securities"), issuable in one or more series,
unlimited in aggregate principal amount except as may be otherwise provided in
respect of the Securities of a particular series, issued and to be issued under
and pursuant to an Indenture dated as of _______, 1998 (the "Indenture"), duly
executed and delivered by the Company to The Bank of New York, as trustee (the
"Trustee", which term includes any successor trustee under the Indenture) and
is one of a series limited in aggregate principal amount to $_________ and
designated as __% Senior Notes due ______ (the "Notes"). Reference is hereby
made to the Indenture for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of Securities (including Holders of the Notes).

The Notes are subject to defeasance at the option of the Company as
provided in the Indenture.

As long as this Note is represented in global form (the "Global
Security") registered in the name of the Depositary or its nominee, except as
provided in the Indenture and subject to certain limitations therein set forth,
no Global Security shall be exchangeable or transferrable.

If an Event of Default (as defined in the Indenture) with respect to
the Notes shall occur and be continuing, the principal plus any accrued
interest may be declared due and payable in the manner and with the effect and
subject to the conditions provided in the Indenture.

The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the Holders under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
Outstanding (as defined in the Indenture) of all series which are affected by
such amendment or modification, except that certain amendments which do not
adversely affect the rights of any Holder of the Securities may be made without
the approval of Holders of the Securities. No amendment or modification may,
among other things, change the Stated Maturity of any Security, reduce the
principal amount thereof, reduce the rate or change the time of payment of any
interest thereon, or reduce the aforesaid majority in aggregate principal
amount of Securities of any series, the consent of the Holders of which is
required for any such amendment or modification, without the consent of each
Securityholder affected.

Notwithstanding any provision in the Indenture or any provision of this
Note, the Holder of this Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the currency herein
prescribed.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.

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

Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

<PAGE> 3

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

HUSSMANN INTERNATIONAL, INC.

By:

-----------------------------------
Name:
Title:

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

THE BANK OF NEW YORK, AS TRUSTEE

Dated: _________

By:

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

<PAGE> 4

ASSIGNMENT FORM
================================================================================

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

Insert assignee's soc. sec. or tax I.D. no.

- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

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

and all rights thereunder and irrevocably appoint
------------------------------

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

agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

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

Dated:
-------------------------- -------------------------------

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

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS IT
APPEARS ON THE FIRST PAGE OF THE WITHIN NOTE.

THE SIGNATURE MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION"
THAT IS A MEMBER OR PARTICIPANT IN A "SIGNATURE GUARANTEE PROGRAM" (E.G., THE
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM, THE STOCK EXCHANGE MEDALLION
PROGRAM OR THE NEW YORK STOCK EXCHANGE, INC. MEDALLION PROGRAM).

<PAGE> 1
EXHIBIT 5

May 19, 1998

Hussmann International, Inc.
12999 St. Charles Rock Road
Bridgeton, Missouri 63044-2483

Re: Hussmann International, Inc.
$250,000,000 Principal Amount of Debt Securities

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Hussmann International, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), relating
to the registration of $250,000,000 aggregate principal amount of the Company's
debt securities (the "Debt Securities"). The Debt Securities are to be issued
under an Indenture (the "Indenture") between the Company and The Bank of New
York, as trustee (the "Trustee").

In rendering this opinion, we have examined and relied upon a copy of
the Indenture (in the form of Exhibit 4.3 to the Registration Statement) and
the Registration Statement. We have also examined and relied upon originals,
or copies of originals, of such agreements, documents, certificates and other
statements of governmental officials and other instruments, and examined such
questions of law and satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion. We have assumed
the authenticity of all documents submitted to us as originals, the genuineness
of all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.

<PAGE> 2

Based upon the foregoing, we are of the opinion that:

1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.

2. The Company has corporate power and authority to execute and
deliver the Indenture and to authorize and sell the Debt Securities.

3. Each series of Debt Securities will be legally issued and
binding obligations of the Company (except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the enforcement of
creditors' rights generally and by the effect of general principles of equity,
regardless of whether enforceability is considered in a proceeding in equity or
at law) when (i) the Registration Statement, as finally amended (including any
post-effective amendments), shall have become effective under the Securities
Act and the Indenture (including any necessary supplemental indenture) shall
have been qualified under the Trust Indenture Act of 1939, as amended, and duly
executed and delivered by the Company and the Trustee; (ii) a Prospectus
Supplement with respect to such series of Debt Securities shall have been filed
with the Commission pursuant to Rule 424 under the Securities Act; (iii) the
Company shall have taken appropriate corporate action authorizing the issuance
and sale of such series of Debt Securities as contemplated by the Indenture and
the resolutions heretofore adopted by the Board of Directors of the Company;
and (iv) such series of Debt Securities shall have been duly executed and
authenticated as provided in the Indenture and such resolutions and shall have
been duly delivered to the purchasers thereof against payment of the agreed
consideration therefor.

For the purposes of this opinion, we have assumed that there will be no
changes in the laws currently applicable to the Company and the validity,
legally binding character or enforceability of the Debt Securities, and that
such laws will be the only laws applicable to the Company and the Debt
Securities. We have further assumed that neither the Certificate of
Incorporation or By-laws of the Company nor the Indenture will have been
materially modified or amended, and all thereof will be in full force and
effect.

This opinion is limited to the General Corporation Law of the State of
Delaware and the laws of the United States of America. We do not find it
necessary for the purposes of this opinion to cover, and accordingly we express
no opinion as to, the application of the securities or blue sky laws of the
various states to sales of the Debt Securities.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.

Very truly yours,

/s/ Sidley & Austin

<PAGE> 1
EXHIBIT 12

HUSSMANN INTERNATIONAL, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
Pro forma
1998 1998 1997
-------- ------- --------
<S> <C> <C> <C>
Earnings:
Income (loss) before income tax expense
and cumulative effect of accounting
changes 7.5 6.2 (1.6)
Fixed charges 5.5 5.3 5.4
-------- ------- --------
Earnings, as defined 13.0 11.5 3.8
======== ======= ========

Fixed charges:
Interest expense 4.6 4.4 4.5
One-third of all rents 0.9 0.9 0.9
-------- ------- --------
Total fixed charges 5.5 5.3 5.4
======== ======= ========

Ratio of earnings to fixed charges 2.4x 2.2x 0.7x
======== ======= ========
<CAPTION>
Year ended December 31,
-----------------------------------------------------------
Pro forma
1997 1997 1996 1995 1994 1993
-------- ------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income (loss) before income tax expense
and cumulative effect of accounting
changes 79.7 (3.8) 51.4 37.8 40.1 40.5
Fixed charges 18.8 22.1 21.2 19.8 18.5 12.0
-------- ------- -------- -------- ------- --------
Earnings, as defined 98.5 18.3 72.6 57.6 58.6 52.5
======== ======= ======== ======== ======= ========

Fixed charges:
Interest expense: 15.6 18.9 18.0 16.8 15.6 9.1
One-third of all rents 3.2 3.2 3.2 3.0 2.9 2.9
-------- ------- -------- -------- ------- --------
Total fixed charges 18.8 22.1 21.2 19.8 18.5 12.0
======== ======= ======== ======== ======= ========

Ratio of earnings to fixed charges 5.2x 0.8x 3.4x 2.9x 3.2x 4.4x
======== ======= ======== ======== ======= ========

</TABLE>

Earnings is defined as income (loss) before income tax expense from continuing
operations, plus fixed charges, less minority interest in income of
majority-owned subsidiaries.

The March 31, 1997 and December 31, 1997 ratio of earnings to fixed charges
were less than one-to-one principally as a result of Whitman's administrative
charge of $7.1 million and the $56.3 million non-recurring charges and
restructuring related inventory write-downs, respectively.

<PAGE> 1
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Hussmann International, Inc.:

We consent to the use of our report included and incorporated by reference
herein and to the reference to our firm under the heading "Experts" in the
prospectus and prospectus supplement.

St. Louis, Missouri
May 18, 1998

KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP

<PAGE> 1
EXHIBIT 25

THIS CONFORMING DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF
REGULATION S-T

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

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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) |__|

______________________

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

______________________

HUSSMANN INTERNATIONAL, INC.
(Exact name of obligor as specified in its charter)

Delaware 43-1791715
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

12999 St. Charles Rock Road
Bridgeton, Missouri 63044
(Address of principal executive offices) (Zip code)

______________________

Debt Securities
(Title of the indenture securities)

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

<PAGE> 2
1. General information. Furnish the following information as to the Trustee:

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

- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------

Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York 10005

(b) 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.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to rule
7a-29 under the Trust Indenture Act of 1939 (the "act") and 17 C.F.R.
229.10(d).

1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.

-2-
<PAGE> 3
SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of April, 1998.

THE BANK OF NEW YORK

By: /s/ MARY JANE MORRISSEY
----------------------------
Name: MARY JANE MORRISSEY
Title: Vice President

-4-
<PAGE> 4
EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business December 31, 1997, published in accordance with
a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin ................. $ 5,742,986
Interest-bearing balances .......... 1,342,769
Securities:
Held-to-maturity securities ........ 1,099,736
Available-for-sale securities ...... 3,882,686
Federal funds sold and Securities pur-
chased under agreements to resell..... 2,568,530
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................35,019,608
LESS: Allowance for loan and
lease losses ..............627,350
LESS: Allocated transfer risk
reserve..........................0
Loans and leases, net of unearned
income, allowance, and reserve 34,392,258
Assets held in trading accounts ...... 2,521,451
Premises and fixed assets (including
capitalized leases) ................ 659,209
Other real estate owned .............. 11,992
Investments in unconsolidated
subsidiaries and associated
companies .......................... 226,263
Customers' liability to this bank on
acceptances outstanding ............ 1,187,449
Intangible assets .................... 781,684
Other assets ......................... 1,736,574
-----------
Total assets ......................... $56,153,587
===========

LIABILITIES
Deposits:
In domestic offices ................ $27,031,362
Noninterest-bearing ......11,899,507
Interest-bearing .........15,131,855
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 13,794,449
Noninterest-bearing .........590,999
Interest-bearing .........13,203,450
Federal funds purchased and Securities
sold under agreements to repurchase. 2,338,881
Demand notes issued to the U.S.
Treasury ........................... 173,851
Trading liabilities .................. 1,695,216
Other borrowed money:
With remaining maturity of one year
or less .......................... 1,905,330
With remaining maturity of more than
one year through three years...... 0
With remaining maturity of more than
three years ...................... 25,664
Bank's liability on acceptances exe-
cuted and outstanding .............. 1,195,923
Subordinated notes and debentures .... 1,012,940
Other liabilities .................... 2,018,960
-----------
Total liabilities .................... 51,192,576
-----------

EQUITY CAPITAL
Common stock ......................... 1,135,284
Surplus .............................. 731,319
Undivided profits and capital
reserves ........................... 3,093,726
Net unrealized holding gains
(losses) on available-for-sale
securities ......................... 36,866
Cumulative foreign currency transla-
tion adjustments ................... (36,184)
-----------
Total equity capital ................. 4,961,011
-----------
Total liabilities and equity
capital ............................ $56,153,587
===========
</TABLE>

I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

Robert E. Keilman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

-
Thomas A. Renyi |
Alan R. Griffith | Directors
J. Carter Bacot |
-