Exhibit 4.1

                              SILGAN HOLDINGS INC.,
                                                 as Issuer


                                       and


                               U.S. BANK NATIONAL ASSOCIATION,
                                                 as Trustee




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


                                    INDENTURE

                            Dated as of May 12, 2009

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

                          7 1/4% Senior Notes due 2016



<PAGE>



                              CROSS-REFERENCE TABLE
                              ---------------------


TIA Sections               Indenture Sections
------------               ------------------

ss. 310 (a)(1)             7.10
        (a)(2)             7.10
        (b)                7.08
ss. 313 (c)                7.06; 11.02
ss. 314 (a)                4.18; 11.02
        (a)(4)             4.17; 11.02
        (c)(1)             11.03
        (c)(2)             11.03
        (e)                11.04
ss. 315 (b)                7.05; 11.02
ss. 316 (a)(1)(A)          6.05
        (a)(1)(B)          6.04
        (b)                6.07
ss. 317 (a)(1)             6.08
        (a)(2)             6.09
ss. 318 (a)                11.01
        (c)                11.01

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



<PAGE>



                              TABLE OF CONTENTS(1)
                               -----------------

                                                                            Page
                                                                            ----
                                   ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions......................................................1
              -----------
SECTION 1.02. Incorporation by Reference of Trust Indenture Act...............21
              -------------------------------------------------
SECTION 1.03. Rules of Construction...........................................21
              ---------------------

                                   ARTICLE TWO
                                    THE NOTES

SECTION 2.01. Form and Dating.................................................22
              ---------------
SECTION 2.02. Restrictive Legends.............................................23
              -------------------
SECTION 2.03. Execution, Authentication and Denominations.....................25
              -------------------------------------------
SECTION 2.04. Registrar and Paying Agent......................................26
              ---------------------------
SECTION 2.05. Paying Agent to Hold Money in Trust.............................26
              -----------------------------------
SECTION 2.06. Transfer and Exchange...........................................27
              ---------------------
SECTION 2.07. Book-Entry Provisions for Global Notes..........................27
              --------------------------------------
SECTION 2.08. Special Transfer Provisions.....................................29
              ---------------------------
SECTION 2.09. Replacement Notes...............................................32
              -----------------
SECTION 2.10. Outstanding Notes...............................................32
              -----------------
SECTION 2.11. Temporary Notes.................................................32
              ---------------
SECTION 2.12. Cancellation....................................................33
              ------------
SECTION 2.13. CUSIP Numbers...................................................33
              -------------
SECTION 2.14. Defaulted Interest..............................................33
              ------------------
SECTION 2.15. Issuance of Additional Notes....................................33
              ----------------------------

                                  ARTICLE THREE
                                   REDEMPTION

SECTION 3.01. Right of Redemption.............................................34
              -------------------
SECTION 3.02. Notices to Trustee..............................................34
              ------------------
SECTION 3.03. Selection of Notes to Be Redeemed...............................34
              ---------------------------------
SECTION 3.04. Notice of Redemption............................................35
              --------------------
SECTION 3.05. Effect of Notice of Redemption..................................36
              ------------------------------
SECTION 3.06. Deposit of Redemption Price.....................................36
              ---------------------------
SECTION 3.07. Payment of Notes Called for Redemption..........................36
              --------------------------------------
SECTION 3.08. Notes Redeemed in Part..........................................36
              ----------------------

                                  ARTICLE FOUR
                                    COVENANTS

___________________________
Note:  The Table of Contents shall not for any purposes be deemed to be a part
       of the Indenture.


                                        i


<PAGE>

SECTION 4.01. Payment of Notes................................................37
              ----------------
SECTION 4.02. Maintenance of Office or Agency.................................37
              -------------------------------
SECTION 4.03. Limitation on Indebtedness......................................38
              --------------------------
SECTION 4.04. Limitation on Restricted Payments...............................40
              ---------------------------------
SECTION 4.05. Limitation on Dividends and Other Payment Restrictions Affecting
              ----------------------------------------------------------------
                Restricted Subsidiaries.................................... ..42
                -----------------------
SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock of
              -------------------------------------------------------
                Restricted Subsidiaries.......................................43
                -----------------------
SECTION 4.07. Limitation on Issuances of Guarantees by Restricted
              ---------------------------------------------------
                Subsidiaries..................................................44
                ------------
SECTION 4.08. Limitation on Transactions with Stockholders and Affiliates.....44
              ------------------------------------------------------------
SECTION 4.09. Limitation on Liens.............................................45
              -------------------
SECTION 4.10. Limitation on Sale and Leaseback Transactions...................46
              ---------------------------------------------
SECTION 4.11. Limitation on Asset Sales.......................................46
              -------------------------
SECTION 4.12. Repurchase of Notes upon a Change of Control....................47
              --------------------------------------------
SECTION 4.13. Existence.......................................................47
              ---------
SECTION 4.14. Payment of Taxes and Other Claims...............................47
              ---------------------------------
SECTION 4.15. Maintenance of Properties and Insurance.........................48
              ---------------------------------------
SECTION 4.16. Notice of Defaults..............................................48
              ------------------
SECTION 4.17. Compliance Certificate..........................................48
              ----------------------
SECTION 4.18. Commission Reports and Reports to Holders.......................48
              -----------------------------------------
SECTION 4.19. Waiver of Stay, Extension or Usury Laws.........................49
              ---------------------------------------

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

SECTION 5.01. When Company May Merge, Etc.....................................49
              ---------------------------
SECTION 5.02. Successor Substituted...........................................50
              ---------------------

                                   ARTICLE SIX
                              DEFAULT AND REMEDIES

SECTION 6.01. Events of Default...............................................50
              -----------------
SECTION 6.02. Acceleration....................................................52
              ------------
SECTION 6.03. Other Remedies..................................................52
              --------------
SECTION 6.04. Waiver of Past Defaults.........................................52
              -----------------------
SECTION 6.05. Control by Majority.............................................53
              -------------------
SECTION 6.06. Limitation on Suits.............................................53
              -------------------
SECTION 6.07. Rights of Holders to Receive Payment............................54
              ------------------------------------
SECTION 6.08. Collection Suit by Trustee......................................54
              --------------------------
SECTION 6.09. Trustee May File Proofs of Claim................................54
              --------------------------------
SECTION 6.10. Priorities......................................................54
              ----------
SECTION 6.11. Undertaking for Costs...........................................55
              ---------------------
SECTION 6.12. Restoration of Rights and Remedies..............................55
              ----------------------------------
SECTION 6.13. Rights and Remedies Cumulative..................................55
              ------------------------------
SECTION 6.14. Delay or Omission Not Waiver....................................55
              ----------------------------


                                       ii


<PAGE>

                                  ARTICLE SEVEN
                                     TRUSTEE

SECTION 7.01. Certain Duties and Responsibilities.............................55
              -----------------------------------
SECTION 7.02. Certain Rights of Trustee.......................................56
              -------------------------
SECTION 7.03. Individual Rights of Trustee....................................58
              ----------------------------
SECTION 7.04. Trustee's Disclaimer............................................58
              --------------------
SECTION 7.05. Notice of Default...............................................58
              -----------------
SECTION 7.06. Reports by Trustee to Holders...................................58
              -----------------------------
SECTION 7.07. Compensation and Indemnity......................................58
              --------------------------
SECTION 7.08. Replacement of Trustee..........................................59
              ----------------------
SECTION 7.09. Successor Trustee by Merger, Etc................................60
              --------------------------------
SECTION 7.10. Eligibility.....................................................60
              -----------
SECTION 7.11. Money Held in Trust.............................................60
              -------------------
SECTION 7.12. Withholding Taxes...............................................60
              -----------------

                                  ARTICLE EIGHT
                      DEFEASANCE AND DISCHARGE OF INDENTURE

SECTION 8.01. Defeasance of Indenture.........................................60
              -----------------------
SECTION 8.02. Defeasance of Certain Obligations...............................62
              ---------------------------------
SECTION 8.03. Satisfaction and Discharge......................................63
              --------------------------
SECTION 8.04. Application of Trust Money......................................64
              --------------------------
SECTION 8.05. Repayment to Company............................................64
              --------------------
SECTION 8.06. Reinstatement...................................................65
              -------------

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders......................................65
              --------------------------
SECTION 9.02. With Consent of Holders.........................................65
              -----------------------
SECTION 9.03. Revocation and Effect of Consent................................67
              --------------------------------
SECTION 9.04. Notation on or Exchange of Notes................................67
              --------------------------------
SECTION 9.05. Trustee to Sign Amendments, Etc.................................67
              -------------------------------
SECTION 9.06. Conformity with Trust Indenture Act.............................67
              -----------------------------------
SECTION 9.07. Effect of Supplemental Indentures...............................68
              ---------------------------------

                                   ARTICLE TEN
                             [INTENTIONALLY OMITTED]


                                 ARTICLE ELEVEN
                                  MISCELLANEOUS

SECTION 11.01. Trust Indenture Act of 1939....................................68
               ---------------------------
SECTION 11.02. Notices........................................................68
               -------
SECTION 11.03. Certificate and Opinion as to Conditions Precedent.............69
               --------------------------------------------------
SECTION 11.04. Statements Required in Certificate or Opinion..................69
               ---------------------------------------------
SECTION 11.05. Rules by Trustee, Paying Agent or Registrar....................70
               -------------------------------------------


                                      iii

<PAGE>


SECTION 11.06. Payment Date Other Than a Business Day.........................70
               --------------------------------------
SECTION 11.07. Governing Law..................................................70
               -------------
SECTION 11.08. No Adverse Interpretation of Other Agreements..................70
               ---------------------------------------------
SECTION 11.09. Indenture and Notes Solely Corporate Obligations...............70
               ------------------------------------------------
SECTION 11.10. Successors.....................................................71
               ----------
SECTION 11.11. Duplicate Originals............................................71
               -------------------
SECTION 11.12. Separability...................................................71
               ------------
SECTION 11.13. Table of Contents, Headings, Etc...............................71
               --------------------------------
SECTION 11.14. Indenture for Sole Benefit of Parties and Holders..............71
               ------------------------------------------------


                                       iv
<PAGE>


EXHIBIT A  Form of Note......................................................A-1
EXHIBIT B  Form of Certificate...............................................B-1
EXHIBIT C  Form of Certificate to Be Delivered in Connection with
           Transfers Pursuant to Non-QIB Accredited Investors................C-1
EXHIBIT D  Form of Certificate to Be Delivered in Connection with
           Transfers Pursuant to Regulation S................................D-1


                                       v

<PAGE>


     INDENTURE,  dated as of May 12,  2009,  between  SILGAN  HOLDINGS  INC.,  a
Delaware  corporation (the  "Company"),  and U.S. Bank National  Association,  a
                             -------
national banking association, as Trustee (the "Trustee").
                                               -------

                                    RECITALS

     The  Company  has  duly  authorized  the  execution  and  delivery  of this
Indenture to provide for the issuance of an unlimited aggregate principal amount
of the Company's 7 1/4% Senior Notes due 2016 (the "Notes") issuable as provided
                                                    -----
in this  Indenture.  Initially,  the  Notes  will  be  limited  to  $250,000,000
aggregate  principal amount. All things necessary to make this Indenture a valid
agreement of the Company,  in accordance with its terms, have been done, and the
Company has done all things  necessary to make the Notes,  when  executed by the
Company and authenticated and delivered by the Trustee hereunder and duly issued
by the Company, the valid obligations of the Company as hereinafter provided.

     This  Indenture is subject to, and shall be governed by, the  provisions of
the Trust  Indenture Act of 1939 that are required to be a part of and to govern
indentures qualified under the Trust Indenture Act of 1939.

                      AND THIS INDENTURE FURTHER WITNESSETH

     For and in  consideration  of the premises and the purchase of the Notes by
the Holders  thereof,  it is mutually  covenanted and agreed,  for the equal and
proportionate benefit of all Holders, the Company and the Trustee, as follows.

                                  ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.
                   -----------
     "Acquired Indebtedness" means Indebtedness of a Person existing at the time
such Person  becomes a Restricted  Subsidiary or assumed in  connection  with an
Asset  Acquisition  by a Restricted  Subsidiary  and not Incurred in  connection
with, or in  anticipation  of, such Person  becoming a Restricted  Subsidiary or
such Asset  Acquisition;  provided  that  Indebtedness  of such Person  which is
redeemed,  defeased,  retired or otherwise  repaid at the time of or immediately
upon  consummation of the transactions by which such Person becomes a Restricted
Subsidiary or such Asset Acquisition shall not be Acquired Indebtedness.

     "Adjusted Consolidated Net Income" means, for any period, the aggregate net
income (or loss) of the Company and its Restricted  Subsidiaries for such period
determined in conformity  with GAAP;  provided that the following items shall be
excluded in computing  Adjusted  Consolidated Net Income (without  duplication):
(i) the net  income  (or loss) of any  Person  (other  than net income (or loss)
attributable  to a Restricted  Subsidiary)  in which any Person  (other than the
Company or any of its Restricted  Subsidiaries) has a joint interest and the net
income  (or loss) of any  Unrestricted  Subsidiary,  except to the extent of the
amount of dividends or other  distributions  actually paid to the Company or any
of its  Restricted  Subsidiaries  by such  other  Person  or  such  Unrestricted
Subsidiary  during such period;  (ii) solely for the purposes of calculating the
amount of  Restricted  Payments  that may be made  pursuant to


                                       1

<PAGE>

clause (C) of the first  paragraph of Section 4.04 (and in such case,  except to
the extent includable pursuant to clause (i) above), the net income (or loss) of
any Person  accrued  prior to the date it becomes a Restricted  Subsidiary or is
merged  into  or  consolidated  with  the  Company  or  any  of  its  Restricted
Subsidiaries  or all or  substantially  all of the  property  and assets of such
Person are acquired by the Company or any of its Restricted Subsidiaries;  (iii)
the net income (or loss) of any  Restricted  Subsidiary  to the extent  that the
declaration or payment of dividends or similar  distributions by such Restricted
Subsidiary  of such net income is not at the time  permitted by the operation of
the terms of its charter or any agreement,  instrument, judgment, decree, order,
statute,   rule  or  governmental   regulation  applicable  to  such  Restricted
Subsidiary;  (iv) any gains or losses (on an after-tax  basis)  attributable  to
Asset Sales;  (v) except for purposes of  calculating  the amount of  Restricted
Payments  that may be made  pursuant  to clause  (C) of the first  paragraph  of
Section 4.04, any amount paid or accrued as dividends on Preferred  Stock of the
Company or any Restricted Subsidiary owned by Persons other than the Company and
any  of  its  Restricted   Subsidiaries;   (vi)  all  extraordinary   gains  and
extraordinary  losses;  (vii)  any net  gain  or loss  arising  from  the  early
extinguishment of any Indebtedness of any Person,  including the amortization or
write-off   of  debt   issuance   costs  or  debt   discount;   and  (viii)  any
post-retirement  healthcare  benefits  required  to be accrued by  Statement  of
Financial  Accounting  Standards  ("FAS") No.  106;  provided  further  that for
purposes of clause (iv) of the first  paragraph of Section  4.04,  in connection
with any Investment in a business, "Adjusted Consolidated Net Income" during the
period commencing on April 1, 1997 and ending on the last day of the last fiscal
quarter  preceding  the  Transaction  Date shall not be less than $100  million,
unless  actual  Adjusted  Consolidated  Net Income for such period is a loss, in
which  case  Adjusted  Consolidated  Net Income  for such  period  shall be $100
million minus the amount of such loss.

     "Adjusted  Consolidated  Net  Tangible  Assets"  means the total  amount of
assets  of  the  Company  and  its  Restricted   Subsidiaries  (less  applicable
depreciation,  amortization and other valuation reserves),  except to the extent
resulting  from  write-ups of capital  assets after the Closing Date  (excluding
write-ups in connection  with  accounting for  acquisitions  in conformity  with
GAAP), after deducting  therefrom (i) all current liabilities of the Company and
its  Restricted   Subsidiaries  (excluding  intercompany  items)  and  (ii)  all
goodwill,  trade  names,  trademarks,  patents,  unamortized  debt  discount and
expense  and  other  like  intangibles,  all as set  forth  on the  most  recent
quarterly or annual consolidated balance sheet of the Company and its Restricted
Subsidiaries  (after giving effect to any  acquisition  or disposition of assets
made  after  such  balance   sheet  date  and  on  or  prior  to  such  date  of
determination),  prepared in conformity  with GAAP and filed with the Commission
or provided to the Trustee pursuant to Section 4.18.

     "Affiliate"  means, as applied to any Person,  any other Person directly or
indirectly  controlling,  controlled  by,  or under  direct or  indirect  common
control  with,  such  Person.   For  purposes  of  this  definition,   "control"
(including,  with correlative meanings, the terms "controlling," "controlled by"
and  "under  common  control  with"),  as  applied  to  any  Person,  means  the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the  management  and policies of such Person,  whether  through the
ownership of voting securities, by contract or otherwise.

     "Agent Members" has the meaning provided in Section 2.07(a).


                                       2

<PAGE>

     "Applicable  Premium"  means,  with  respect  to a  Note  at  any  date  of
redemption,  the greater of (i) 1.0% of the then outstanding principal amount of
such  Note  and  (ii)  any  excess  of  (A)  the   present   value   (discounted
semi-annually)  at such date of redemption of (1) the  redemption  price of such
Note at August 15, 2013 (such  redemption price being set forth in Section 3.01)
plus (2) all  remaining  required  interest  payments  due on such Note  through
August  15,  2013  (excluding  accrued  but  unpaid  interest  to  the  date  of
redemption),  computed  using a discount rate equal to the Treasury Rate plus 50
basis points, over (B) the principal amount of such Note.

     "Asset  Acquisition"  means (i) an  investment by the Company or any of its
Restricted  Subsidiaries in any other Person pursuant to which such Person shall
become a Restricted  Subsidiary or shall be merged into or consolidated with the
Company  or any of its  Restricted  Subsidiaries;  provided  that such  Person's
primary business is related, ancillary or complementary to the businesses of the
Company and its Restricted  Subsidiaries  on the date of such investment or (ii)
an  acquisition  by the  Company or any of its  Restricted  Subsidiaries  of the
property  and  assets  of  any  Person  other  than  the  Company  or any of its
Restricted  Subsidiaries  that  constitute  substantially  all  of  a  division,
operating  unit or line of business of such Person;  provided  that the property
and assets acquired are related, ancillary or complementary to the businesses of
the Company and its Restricted Subsidiaries on the date of such acquisition.

     "Asset  Disposition"  means the sale or other disposition by the Company or
any of its  Restricted  Subsidiaries  (other  than  to the  Company  or  another
Restricted  Subsidiary) of (i) all or substantially  all of the Capital Stock of
any Restricted Subsidiary of the Company or (ii) all or substantially all of the
assets that  constitute  a division,  operating  unit or line of business of the
Company or any of its Restricted Subsidiaries.

     "Asset Sale" means any sale,  transfer or other  disposition  (including by
way  of  merger,  consolidation  or  Sale  and  Leaseback  Transaction)  in  one
transaction  or a series of related  transactions  by the  Company or any of its
Restricted  Subsidiaries  to any  Person  other  than the  Company or any of its
Restricted Subsidiaries of (i) all or any of the Capital Stock of any Restricted
Subsidiary,  (ii) all or  substantially  all of the  property  and  assets of an
operating unit or business of the Company or any of its Restricted  Subsidiaries
or (iii) any other  property and assets of the Company or any of its  Restricted
Subsidiaries  outside  the  ordinary  course of  business of the Company or such
Restricted  Subsidiary  and, in each case, that is not governed by Article Five;
provided that "Asset Sale" shall not include (a) sales or other  dispositions of
inventory, receivables and other current assets, (b) sales or other dispositions
of assets  for  consideration  at least  equal to the fair  market  value of the
assets sold or disposed of, to the extent that the consideration  received would
satisfy  clause (B) of Section 4.11, (c) any  Restricted  Payments  permitted by
Section 4.04, (d) sales, transfers or other dispositions of obsolete or worn out
equipment or spare parts,  (e) any Sale and Leaseback  Transaction  in which the
proceeds of such transaction are used to finance or refinance the acquisition of
such  assets  or (f)  during  each  fiscal  year of the  Company,  other  sales,
transfers or  dispositions of assets having a fair market value not in excess of
$1,000,000.

     "Attributable  Debt" in respect of a Sale and Leaseback  Transaction means,
at the time of determination,  the present value of the obligation of the lessee
for net rental  payments during the remaining term of the lease included in such
Sale and  Leaseback  Transaction,


                                       3

<PAGE>


including  any  period for which such  lease has been  extended  or may,  at the
option of the lessor, be extended.  Such present value shall be calculated using
a discount  rate equal to the rate of  interest  implicit  in such  transaction,
determined in accordance with GAAP.

     "Average Life" means, at any date of determination with respect to any debt
security,  the quotient  obtained by dividing (i) the sum of the products of (a)
the  number  of years  from  such  date of  determination  to the  dates of each
successive  scheduled principal payment of such debt security and (b) the amount
of such principal payment by (ii) the sum of all such principal payments.

     "Board of  Directors"  means the Board of  Directors  of the Company or any
duly authorized committee of such Board of Directors.

     "Board Resolution" means a copy of a resolution, certified by the Secretary
of the Company to have been duly adopted by the Board of Directors  and to be in
full force and effect on the date of such  certification,  and  delivered to the
Trustee.

     "Business  Day"  means any day  except a  Saturday,  Sunday or other day on
which  commercial banks in The City of New York, or in the city of the Corporate
Trust Office of the Trustee, are authorized by law to close.

     "Capital  Stock"  means,  with  respect to any Person,  any and all shares,
interests,  participations or other  equivalents  (however  designated,  whether
voting or  non-voting)  in equity of such  Person,  whether  outstanding  on the
Closing Date or issued thereafter,  including,  without  limitation,  all Common
Stock and Preferred Stock.

     "Capitalized  Lease"  means,  as  applied to any  Person,  any lease of any
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of the lessee, in conformity with GAAP, is required to
be capitalized on the balance sheet of such Person.

     "Capitalized  Lease  Obligations" means the discounted present value of the
rental obligations under a Capitalized Lease.

     "Change  of  Control"  means  such time as (i) (a) a  "person"  or  "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange  Act),  other
than Permitted Holders,  becomes the ultimate  "beneficial owner" (as defined in
Rule 13d-3 under the Exchange  Act),  of more than 50% of the total voting power
of the Voting Stock of the Company and (b) Permitted  Holders  beneficially own,
directly or  indirectly,  less than 18% of the total  voting power of the Voting
Stock of the Company; or (ii) individuals who on the Closing Date constitute the
Board of Directors  (together  with any new  directors  nominated by Mr. D. Greg
Horrigan and/or Mr. R. Philip Silver and any new directors whose election by the
Board of Directors or whose nomination by the Board of Directors for election by
the Company's  stockholders was approved by a vote of at least a majority of the
members of the Board of Directors  then in office who either were members of the
Board of  Directors  on the Closing  Date or whose  election or  nomination  for
election  was  previously  so  approved)  cease for any reason to  constitute  a
majority of the members of the Board of Directors then in office.


                                       4

<PAGE>


     "Closing Date" means May 12, 2009.

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

     "Common  Stock"  means,  with  respect to any  Person,  any and all shares,
interests,  participations or other  equivalents  (however  designated,  whether
voting or non-voting) of such Person's common stock,  whether now outstanding or
issued after the date of this  Indenture,  including,  without  limitation,  all
series and classes of such common stock.

     "Company"  means the party  named as such in the  first  paragraph  of this
Indenture  until a  successor  replaces  it  pursuant  to  Article  Five of this
Indenture and thereafter means the successor.

     "Company  Order" means a written request or order signed in the name of the
Company (i) by its Chief  Executive  Officer,  a President or any Vice President
(including any Executive  Vice  President or Senior Vice  President) and (ii) by
its Treasurer,  an Assistant Treasurer,  its Secretary or an Assistant Secretary
and delivered to the Trustee;  provided,  however,  that such written request or
order may be signed by any two of the officers or directors listed in clause (i)
above in lieu of being  signed by one of such  officers or  directors  listed in
such clause (i) and one of the officers listed in clause (ii) above.

     "Consolidated  EBITDA" means,  for any period,  Adjusted  Consolidated  Net
Income  for such  period  plus,  to the  extent  such  amount  was  deducted  in
calculating  such Adjusted  Consolidated Net Income,  (i) Consolidated  Interest
Expense,  (ii)  income  taxes  (other  than  income  taxes  (either  positive or
negative)  attributable to extraordinary  and  non-recurring  gains or losses or
sales of assets),  (iii) depreciation expense, (iv) amortization expense and all
other  amortization  of  intangibles  and (v) all other  non-cash items reducing
Adjusted  Consolidated Net Income,  less all non-cash items increasing  Adjusted
Consolidated  Net Income,  all as  determined  on a  consolidated  basis for the
Company and its Restricted  Subsidiaries in conformity with GAAP; provided that,
if any  Restricted  Subsidiary  is not a  Wholly  Owned  Restricted  Subsidiary,
Consolidated  EBITDA  shall be reduced (to the extent not  otherwise  reduced in
accordance  with  GAAP)  by an  amount  equal  to the  amount  of  the  Adjusted
Consolidated Net Income attributable to such Restricted Subsidiary multiplied by
the  quotient of (1) the number of shares of  outstanding  Common  Stock of such
Restricted Subsidiary not owned on the last day of such period by the Company or
any of its Restricted  Subsidiaries divided by (2) the total number of shares of
outstanding  Common Stock of such Restricted  Subsidiary on the last day of such
period.

     "Consolidated Interest Expense" means, for any period, the aggregate amount
of  interest  in respect of  Indebtedness  including,  without  limitation,  (i)
amortization  of original  issue discount on any  Indebtedness  and the interest
portion of any deferred  payment  obligation,  calculated in accordance with the
effective  interest method of accounting;  (ii) all  commissions,  discounts and
other fees and  charges  owed with  respect  to  letters of credit and  bankers'
acceptance  financing;  (iii)  the  net  costs  associated  with  Interest  Rate
Agreements and


                                       5


<PAGE>

Indebtedness  that  is  Guaranteed  or  secured  by  the  Company  or any of its
Restricted  Subsidiaries;  (iv) imputed  interest  with respect to  Attributable
Debt;  and  (v) all but  the  principal  component  of  rentals  in  respect  of
Capitalized  Lease  Obligations  paid,  accrued or scheduled to be paid or to be
accrued by the  Company and its  Restricted  Subsidiaries  during  such  period;
excluding,  however, any amount of such interest of any Restricted Subsidiary if
the net income of such  Restricted  Subsidiary is excluded in the calculation of
Adjusted  Consolidated  Net Income  pursuant to clause  (iii) of the  definition
thereof (but only in the same  proportion  as the net income of such  Restricted
Subsidiary is excluded from the calculation of Adjusted  Consolidated Net Income
pursuant to clause (iii) of the definition thereof).

     "Corporate  Trust  Office"  means the  office of the  Trustee  at which the
corporate  trust  business of the Trustee  shall,  at any  particular  time,  be
principally  administered,  which  office  is,  at the  date of this  Indenture,
located at U.S.  Bank National  Association,  100 Wall Street,  16th Floor,  New
York, New York 10005.

     "Credit Agreement" means the credit agreement dated as of June 30, 2005, as
amended  prior to the  Closing  Date,  among  the  Company  and  certain  of its
subsidiaries,  the lenders from time to time party thereto, Deutsche Bank AG New
York Branch, as administrative  agent, Bank of America,  N.A. and Morgan Stanley
Bank,  as  co-syndication  agents,  and BNP Paribas and J.P.  Morgan Chase Bank,
N.A., as  co-documentation  agents,  together with the related documents thereto
(including  without limitation any Guarantees and security  documents),  in each
case as the  Indebtedness  under  such  agreements  may be  increased  and  such
agreements  may be amended  (including any amendment and  restatement  thereof),
supplemented,  renewed,  extended,  substituted,  replaced or otherwise modified
from  time  to  time,   including  any  agreement  extending  the  maturity  of,
refinancing  or  otherwise  restructuring  (including,  but not  limited to, the
inclusion  of  additional  borrowers  thereunder  that are  Subsidiaries  of the
Company)  all or any portion of the  Indebtedness  under such  agreement  or any
successor  agreement,  as such  agreement  may be  amended,  renewed,  extended,
substituted, replaced, restated and otherwise modified from time to time.

     "Currency  Agreement"  means any foreign exchange  contract,  currency swap
agreement or other similar agreement or arrangement.

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

     "Depositary"  shall mean The Depository  Trust Company,  its nominees,  and
their respective successors.

     "Disqualified  Stock"  means any class or  series of  Capital  Stock of any
Person that by its terms or otherwise  is (i)  required to be redeemed  prior to
the Stated Maturity of the Notes, (ii) redeemable at the option of the holder of
such class or series of Capital  Stock at any time prior to the Stated  Maturity
of the  Notes  or (iii)  convertible  into or  exchangeable  for  Capital  Stock
referred  to in clause  (i) or (ii)  above or  Indebtedness  having a  scheduled
maturity  prior to the Stated  Maturity of the Notes;  provided that any Capital
Stock that would not constitute  Disqualified  Stock but for provisions  thereof
giving holders  thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or


                                       6

<PAGE>

"change of control"  occurring  prior to the Stated  Maturity of the Notes shall
not  constitute  Disqualified  Stock if the "asset  sale" or "change of control"
provisions applicable to such Capital Stock are no more favorable to the holders
of such Capital Stock than the provisions  contained in Section 4.11 and Section
4.12 and such  Capital  Stock  specifically  provides  that such Person will not
repurchase  or redeem any such stock  pursuant  to such  provision  prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant to
Section 4.11 and Section 4.12.

     "Event of Default" has the meaning provided in Section 6.01.

     "Excess Proceeds" has the meaning provided in Section 4.11.

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

     "fair market  value" means the price that would be paid in an  arm's-length
transaction  between an informed and willing  seller under no compulsion to sell
and an informed  and willing  buyer under no  compulsion  to buy, as  determined
(except with respect to amounts less than $1,000,001) in good faith by the Board
of Directors,  whose  determination  shall be conclusive if evidenced by a Board
Resolution.  Notwithstanding the foregoing, in the event that (1) the Company or
any of its  Restricted  Subsidiaries  shall  dedicate  assets  substantially  to
products sold to any principal customer and (2) such customer shall require that
the  Company or such  Restricted  Subsidiary  grant such  customer  an option to
purchase  such assets (or the entity  owning  such  assets),  then "fair  market
value"  shall,  for purposes of Section  4.11, be deemed to be the price paid by
such customer for such assets or such entity.

     "Four  Quarter  Period"  has the  meaning  provided  in the  definition  of
"Interest Coverage Ratio" contained in Section 1.01.

     "GAAP" means generally accepted accounting  principles in the United States
of America as in effect as of the  Closing  Date  applied on a basis  consistent
with  the  principles,   methods,  procedures  and  practices  employed  in  the
preparation of the Company's audited financial  statements,  including,  without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American  Institute of Certified Public  Accountants and
statements and pronouncements of the Financial  Accounting Standards Board or in
such other statements by such other entity as approved by a significant  segment
of the accounting profession.  All ratios and computations contained or referred
to in this  Indenture  shall be computed in  conformity  with GAAP  applied on a
consistent  basis,  except that  calculations  made for purposes of  determining
compliance  with the terms of the  covenants  and with other  provisions of this
Indenture  shall be made without giving effect to (i) the  amortization or write
off of unamortized deferred financing costs and any discounts, premiums, fees or
expenses  incurred  in  connection  with  the  offering,   redemption  or  early
extinguishment  of any  Indebtedness;  (ii) except as  otherwise  provided,  the
amortization of goodwill and other intangible  assets and any write down of such
goodwill  or  assets as may be  required  or  permitted  by FAS No.  142;  (iii)
non-cash  amounts  recorded (or required to be recorded) in accordance  with FAS
No.  133 and  related  amendments;  (iv)  non-cash  adjustments  resulting  from
equity-based   compensation;   and  (v)  unusual  charges  (including,   without
limitation,  rationalization  charges)  recorded in an applicable  period to the
extent that cash is not expended  during such period,  but

                                       7


<PAGE>

effect  shall be given in any future  period to the extent that any cash payment
is made on  account  of such a  non-cash  unusual  charge  taken  in a  previous
applicable period.

     "Global Notes" has the meaning provided in Section 2.01.

     "Guarantee"  means any obligation,  contingent or otherwise,  of any Person
directly or indirectly  guaranteeing  any  Indebtedness of any other Person and,
without  limiting the generality of the  foregoing,  any  obligation,  direct or
indirect,  contingent  or  otherwise,  of such Person (i) to purchase or pay (or
advance or supply  funds for the  purchase or payment of) such  Indebtedness  of
such other Person (whether arising by virtue of partnership arrangements,  or by
agreements  to  keep-well,  to purchase  assets,  goods,  securities or services
(unless such purchase  arrangements  are on  arm's-length  terms and are entered
into in the  ordinary  course  of  business),  to  take-or-pay,  or to  maintain
financial  statement  conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such  Indebtedness of the payment
thereof or to protect such obligee  against loss in respect thereof (in whole or
in part);  provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business.  The term  "Guarantee"
used as a verb has a corresponding meaning.

     "Holder" means the registered holder of any Note.

     "Incur" means, with respect to any Indebtedness,  to incur, create,  issue,
assume,  Guarantee or otherwise  become liable for or with respect to, or become
responsible for, the payment of,  contingently or otherwise,  such Indebtedness,
including an  "Incurrence" of Acquired  Indebtedness;  provided that neither the
accrual of interest  nor the  accretion  of  original  issue  discount  shall be
considered an Incurrence of Indebtedness.

     "Indebtedness"   means,   with  respect  to  any  Person  at  any  date  of
determination  (without  duplication),  (i) all  indebtedness of such Person for
borrowed  money,  (ii)  all  obligations  of such  Person  evidenced  by  bonds,
debentures,  notes or other similar  instruments,  (iii) all obligations of such
Person in respect of letters of credit or other similar  instruments  (including
reimbursement  obligations with respect thereto, but excluding  obligations with
respect to  letters  of credit  (including  trade  letters  of credit)  securing
obligations (other than obligations  described in (i) or (ii) above or (v), (vi)
or (vii) below)  entered into in the ordinary  course of business of such Person
to the extent such  letters of credit are not drawn upon or, if drawn  upon,  to
the extent  such  drawing is  reimbursed  no later than the third  Business  Day
following  receipt  by such  Person  of a demand  for  reimbursement),  (iv) all
obligations  of such Person to pay the  deferred  and unpaid  purchase  price of
property or services, which purchase price is due more than six months after the
date of placing such property in service or taking delivery and title thereto or
the  completion of such services,  except Trade  Payables,  (v) all  Capitalized
Lease Obligations and Attributable  Debt, (vi) all Indebtedness of other Persons
secured by a Lien on any asset of such Person,  whether or not such Indebtedness
is assumed by such Person;  provided that the amount of such Indebtedness  shall
be the  lesser  of (A) the  fair  market  value of such  asset  at such  date of
determination and (B) the amount of such Indebtedness, (vii) all Indebtedness of
other  Persons  Guaranteed  by such  Person to the extent such  Indebtedness  is
Guaranteed  by such  Person and (viii) to the extent not  otherwise  included in
this  definition,  obligations  under  Currency  Agreements  and  Interest  Rate
Agreements.  The amount of  Indebtedness  of any Person at any date shall be the
outstanding  balance at such date of all unconditional  obligations as described


                                       8


<PAGE>

above and, with respect to contingent  obligations,  the maximum  liability upon
the occurrence of the contingency  giving rise to the  obligation,  provided (A)
that the amount outstanding at any time of any Indebtedness issued with original
issue  discount  is the face  amount  of such  Indebtedness  less the  remaining
unamortized  portion of the original issue discount of such  Indebtedness at the
time of its  issuance as  determined  in  conformity  with GAAP,  (B) that money
borrowed  and set aside at the time of the  Incurrence  of any  Indebtedness  in
order to prefund the payment of the interest on such  Indebtedness  shall not be
deemed  to be  "Indebtedness,"  (C) that  Indebtedness  shall  not  include  any
liability for federal,  state,  local or other taxes and (D) in clarification of
this definition,  any unused  commitment under the Credit Agreement or any other
agreement relating to Indebtedness shall not be treated as outstanding.

     "Indenture"  means this  Indenture as  originally  executed or as it may be
amended or supplemented from time to time by one or more indentures supplemental
to this  Indenture  entered into pursuant to the  applicable  provisions of this
Indenture.

     "Institutional  Accredited  Investor"  means  an  institution  that  is  an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

     "Interest  Coverage Ratio" means, on any Transaction Date, the ratio of (i)
the aggregate amount of Consolidated EBITDA for the then most recent four fiscal
quarters prior to such  Transaction  Date for which reports have been filed with
the Commission  pursuant to Section 4.18 (the "Four Quarter Period") to (ii) the
                                               -------------------
aggregate  Consolidated  Interest  Expense during such Four Quarter  Period.  In
making the  foregoing  calculation,  (A) pro forma  effect shall be given to any
Indebtedness  Incurred  or repaid  during the period  (the  "Reference  Period")
                                                             -----------------
commencing  on the  first  day of the Four  Quarter  Period  and  ending  on the
Transaction Date (other than  Indebtedness  Incurred or repaid under a revolving
credit or similar  arrangement  to the extent of the  commitment  thereunder (or
under any predecessor  revolving credit or similar arrangement) in effect on the
last day of such Four Quarter Period unless any portion of such  Indebtedness is
projected,  in the reasonable  judgment of the senior management of the Company,
to remain  outstanding  for a period in excess of 12 months from the date of the
Incurrence  thereof)  and any  Indebtedness  to be repaid  within 60 days of the
Transaction  Date  (except to the extent  such  repayment  will be  financed  by
Incurring  Indebtedness  after the  Transaction  Date),  in each case as if such
Indebtedness  had been  Incurred  or repaid  on the first day of such  Reference
Period;  (B)  Consolidated  Interest  Expense  attributable  to  interest on any
Indebtedness  (whether existing or being Incurred) computed on a pro forma basis
and bearing a floating  interest rate shall be computed as if the rate in effect
on a date that is no more than 75 days  prior to the  Transaction  Date  (taking
into account any Interest Rate Agreement applicable to such Indebtedness if such
Interest  Rate  Agreement  has a  remaining  term in excess of 12 months  or, if
shorter, at least equal to the remaining term of such Indebtedness) had been the
applicable  rate for the entire  period;  (C) pro forma effect shall be given to
Asset Dispositions and Asset Acquisitions  (including giving pro forma effect to
the  application  of proceeds of any Asset  Disposition)  that occur during such
Reference  Period as if they had occurred and such  proceeds had been applied on
the first day of such Reference Period;  provided that (x) with respect to Asset
Acquisitions, pro forma effect shall be given to any cost reductions the Company
anticipates  if the Company  delivers to the  Trustee an  Officers'  Certificate
executed  by the  Chief  Financial  Officer  of the  Company  certifying  to and
describing and  quantifying  with  reasonable  specificity  the cost  reductions
expected to be attained  within the first year after such Asset


                                       9


<PAGE>

Acquisition  and (y) at the Company's  election,  in  connection  with any Asset
Acquisition  with respect to which an income  statement for the acquired  assets
for the preceding four fiscal  quarters is not available,  the Company shall, in
good faith,  prepare an estimated  income  statement  for such four quarters and
shall deliver to the Trustee an Officers'  Certificate  and a certificate  of an
investment bank or accounting firm of national standing  expressly stating that,
in their  opinion,  such  estimated  income  statement  reasonably  reflects the
results that would have  occurred had such assets been  purchased by the Company
or a Restricted  Subsidiary on the first day of the Four Quarter  Period and (D)
pro forma effect  shall be given to asset  dispositions  and asset  acquisitions
(including  giving pro forma effect to the  application of proceeds of any asset
disposition)  that have been made by any  Person  that has  become a  Restricted
Subsidiary  or has  been  merged  with or into  the  Company  or any  Restricted
Subsidiary  during such Reference Period and that would have  constituted  Asset
Dispositions  or Asset  Acquisitions  had such  transactions  occurred when such
Person  was a  Restricted  Subsidiary  as if such  asset  dispositions  or asset
acquisitions were Asset  Dispositions or Asset Acquisitions that occurred on the
first day of such Reference Period;  provided that to the extent that clause (C)
or (D) of this  sentence  requires  that pro  forma  effect be given to an Asset
Acquisition or Asset Disposition, such pro forma calculation shall be based upon
the four full fiscal quarters immediately  preceding the Transaction Date of the
Person, or division,  operating unit or line of business of the Person,  that is
acquired or disposed for which financial information is available.

     "Interest  Payment  Date" means each  semiannual  interest  payment date on
February 15 and August 15 of each year, commencing August 15, 2009.

     "Interest Rate  Agreement"  means any interest rate  protection  agreement,
interest rate future agreement,  interest rate option  agreement,  interest rate
swap  agreement,  interest rate cap agreement,  interest rate collar  agreement,
interest  rate  hedge  agreement,  option or future  contract  or other  similar
agreement or arrangement.

     "Investment"  in any Person means any direct or indirect  advance,  loan or
other extension of credit (including, without limitation, by way of Guarantee or
similar arrangement;  but excluding advances to customers in the ordinary course
of business that are, in conformity with GAAP,  recorded as accounts  receivable
on the balance sheet of the Company or its Restricted  Subsidiaries)  or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services  for the account or use of others),  or any
purchase or  acquisition  of Capital Stock,  bonds,  notes,  debentures or other
similar instruments issued by, such Person and shall include (i) the designation
of a  Restricted  Subsidiary  as an  Unrestricted  Subsidiary  and (ii) the fair
market value of the Capital Stock (or any other Investment), held by the Company
or any of its Restricted Subsidiaries,  of (or in) any Person that has ceased to
be a  Restricted  Subsidiary,  including  without  limitation,  by reason of any
transaction  permitted by clause (iii) of Section  4.06;  provided that the fair
market value of the  Investment  remaining in any Person that has ceased to be a
Restricted  Subsidiary  shall not exceed  the  aggregate  amount of  Investments
previously  made in such Person  valued at the time such  Investments  were made
less the net  reduction  of such  Investments  as a result  of any  payments  or
transfers   of  assets  by  such  Person  to  the  Company  or  its   Restricted
Subsidiaries.  For purposes of the definition of  "Unrestricted  Subsidiary" and
Section 4.04, (i) "Investment" shall include the fair market value of the assets
(net  of  liabilities  (other  than  liabilities  to the  Company  or any of its
Restricted  Subsidiaries))  of any  Restricted  Subsidiary at the time that such


                                       10


<PAGE>

Restricted  Subsidiary is designated an Unrestricted  Subsidiary,  (ii) the fair
market value of the assets (net of  liabilities  (other than  liabilities to the
Company or any of its Restricted  Subsidiaries)) of any Unrestricted  Subsidiary
at the time  that  such  Unrestricted  Subsidiary  is  designated  a  Restricted
Subsidiary shall be considered a reduction in outstanding  Investments and (iii)
any property  transferred to or from an Unrestricted  Subsidiary shall be valued
at its fair market value at the time of such transfer.

     "Lien" means any mortgage, pledge, security interest,  encumbrance, lien or
charge of any kind (including, without limitation, any conditional sale or other
title  retention  agreement or lease in the nature  thereof or any  agreement to
give any security interest).

     "Limited  Originator  Recourse"  means a  reimbursement  obligation  to the
Company or a Restricted  Subsidiary in connection  with a drawing on a letter of
credit, revolving loan commitment,  cash collateral account or other such credit
enhancement  issued to support  Indebtedness of a Securitization  Entity under a
facility for the financing of trade  receivables;  provided,  that the available
amount of any such form of credit  enhancement  at any time shall not exceed 10%
of the principal amount of such Indebtedness at such time.

     "Moody's" means Moody's Investors Service, Inc. and its successors.

     "Net Cash Proceeds" means, (a) with respect to any Asset Sale, the proceeds
of such Asset Sale in the form of cash or cash equivalents,  including  payments
in respect of deferred payment  obligations (to the extent  corresponding to the
principal,  but not  interest,  component  thereof) when received in the form of
cash or cash equivalents  (except to the extent such obligations are financed or
sold with  recourse to the Company or any  Restricted  Subsidiary)  and proceeds
from the  conversion of other  property  received when converted to cash or cash
equivalents,  net of (i)  brokerage  commissions  and  other  fees and  expenses
(including fees and expenses of counsel and investment  bankers) related to such
Asset  Sale,  (ii)  provisions  for all taxes  (whether  or not such  taxes will
actually be paid or are payable) as a result of such Asset Sale  without  regard
to the  consolidated  results of  operations  of the Company and its  Restricted
Subsidiaries, taken as a whole, (iii) payments made to repay Indebtedness or any
other  obligation  outstanding at the time of such Asset Sale that either (A) is
secured by a Lien on the  property  or assets sold or (B) is required to be paid
as a result of such sale and (iv)  appropriate  amounts  to be  provided  by the
Company  or any  Restricted  Subsidiary  as a reserve  against  any  liabilities
associated  with such Asset Sale,  including,  without  limitation,  pension and
other post-employment benefit liabilities,  liabilities related to environmental
matters and liabilities under any  indemnification  obligations  associated with
such Asset Sale,  all as determined in conformity  with GAAP or (b) with respect
to any issuance or sale of Capital Stock,  the proceeds of such issuance or sale
in the  form of cash or cash  equivalents,  including  payments  in  respect  of
deferred payment obligations (to the extent corresponding to the principal,  but
not  interest,  component  thereof)  when  received  in the form of cash or cash
equivalents  (except to the extent such  obligations  are  financed or sold with
recourse to the Company or any  Restricted  Subsidiary)  and  proceeds  from the
conversion  of  other   property   received  when  converted  to  cash  or  cash
equivalents,  net  of  attorney's  fees,  accountants'  fees,  underwriters'  or
placement agents' fees,  discounts or commissions and brokerage,  consultant and
other fees  incurred in  connection  with such issuance or sale and net of taxes
paid or payable as a result thereof.


                                       11

<PAGE>

     "Non-Global Purchaser" has the meaning provided in Section 2.01.

     "Non-Recourse Debt" means Indebtedness:

     (1) as to which neither the Company nor any of its Restricted Subsidiaries,
   other than a  Securitization  Entity,  if  applicable,  (a)  provides  credit
   support of any kind, including any undertaking,  agreement or instrument that
   would  constitute  Indebtedness,  (b) is directly or  indirectly  liable as a
   guarantor or otherwise or (c) constitutes the lender; and

     (2) as to which the lenders  have been  notified in writing  that they will
   not have any  recourse  to the stock or assets of the  Company  or any of its
   Restricted  Subsidiaries (other than a Securitization Entity, if applicable),
   other than with respect to Standard  Securitization  Undertakings and Limited
   Originator Recourse.

     "Non-U.S.  Person" means a person who is not a U.S.  person,  as defined in
Regulation S.

     "Notes" means any of the  securities,  as defined in the first paragraph of
the recitals hereof,  that are authenticated and delivered under this Indenture.
For all  purposes  of  this  Indenture,  the  term  "Notes"  shall  include  any
Registered  Notes to be  issued  and  exchanged  for any Notes  pursuant  to the
Registration  Rights  Agreement  and this  Indenture  and,  for purposes of this
Indenture,  all Notes and Registered  Notes shall vote together as one series of
Notes under this Indenture.

     "Obligations"  means any principal,  premium,  if any, interest  (including
interest  accruing on or after the filing of any petition in  bankruptcy  or for
reorganization  relating to the Company or its Restricted  Subsidiaries,  at the
rate provided for in the  documentation  with respect thereto,  whether or not a
claim for post-filing interest is allowed in such proceeding),  penalties, fees,
charges,  expenses,   indemnifications,   reimbursement  obligations,   damages,
including  liquidated  damages,  guarantees  and other  liabilities  or  amounts
payable  under  the  documentation  governing  any  Indebtedness  or in  respect
thereof.

     "Offer to  Purchase"  means an offer to purchase  Notes by the Company from
the  Holders  commenced  by  mailing a notice  to the  Trustee  and each  Holder
stating: (i) the covenant pursuant to which the offer is being made and that all
Notes validly  tendered  will be accepted for payment on a pro rata basis;  (ii)
the  purchase  price and the date of purchase  (which shall be a Business Day no
earlier than 30 days nor later than 60 days from the date such notice is mailed)
(the "Payment  Date");  (iii) that any Note not tendered will continue to accrue
interest  pursuant to its terms;  (iv) that,  unless the Company defaults in the
payment of the purchase  price,  any Note  accepted for payment  pursuant to the
Offer to Purchase shall cease to accrue  interest on and after the Payment Date;
(v) that  Holders  electing  to have a Note  purchased  pursuant to the Offer to
Purchase will be required to surrender the Note, together with the form entitled
"Option  of the  Holder  to  Elect  Purchase"  on the  reverse  side of the Note
completed,  to the Paying Agent at the address  specified in the notice prior to
the close of business on the  Business  Day  immediately  preceding  the Payment
Date;  (vi) that  Holders  will be entitled to  withdraw  their  election if the
Paying  Agent  receives,  not  later  than the  close of  business  on the third
Business Day


                                       12


<PAGE>

immediately  preceding the Payment Date, a telegram,  facsimile  transmission or
letter  setting  forth the name of such Holder,  the  principal  amount of Notes
delivered  for  purchase  and a statement  that such Holder is  withdrawing  his
election to have such Notes  purchased;  and (vii) that Holders  whose Notes are
being purchased only in part will be issued new Notes equal in principal  amount
to the  unpurchased  portion of the Notes  surrendered;  provided that each Note
purchased  and each new Note issued shall be in a principal  amount of $2,000 or
integral multiples of $1,000 in excess thereof. On the Payment Date, the Company
shall (i) accept  for  payment on a pro rata  basis  Notes or  portions  thereof
tendered  pursuant to an Offer to  Purchase;  (ii) deposit with the Paying Agent
money  sufficient to pay the purchase price of all Notes or portions  thereof so
accepted; and (iii) deliver, or cause to be delivered,  to the Trustee all Notes
or  portions  thereof  so  accepted  together  with  an  Officers'   Certificate
specifying  the Notes or portions  thereof  accepted for payment by the Company.
The Paying Agent shall promptly mail to the Holders of Notes so accepted payment
in an  amount  equal to the  purchase  price,  and the  Trustee  shall  promptly
authenticate  and mail to such Holders a new Note equal in  principal  amount to
any  unpurchased  portion  of the Note  surrendered;  provided  that  each  Note
purchased  and each new Note issued shall be in a principal  amount of $2,000 or
integral  multiples  of $1,000 in excess  thereof.  The  Company  will  publicly
announce  the results of an Offer to Purchase as soon as  practicable  after the
Payment  Date.  The  Trustee  shall  act as the  Paying  Agent  for an  Offer to
Purchase. The Company will comply with Rule 14e-1 under the Exchange Act and any
other  securities  laws and  regulations  thereunder to the extent such laws and
regulations  are  applicable,  in the event  that the  Company  is  required  to
repurchase Notes pursuant to an Offer to Purchase.

     "Officer"  means,  with  respect to the  Company,  (i) the Chief  Executive
Officer, a President, any Vice President (including any Executive Vice President
or Senior Vice President),  the Chief Financial Officer,  and (ii) the Treasurer
or any Assistant Treasurer, or the Secretary or any Assistant Secretary.

     "Officers' Certificate" means a certificate signed by one Officer listed in
clause (i) of the  definition  thereof and one Officer  listed in clause (ii) of
the definition thereof. Each such Officers' Certificate (other than certificates
provided  pursuant  to TIA  Section  314(a)(4))  shall  include  the  statements
provided for in Section 11.04.

     "Offshore Global Note" has the meaning provided in Section 2.01.

     "Offshore Physical Notes" has the meaning provided in Section 2.01.

     "Opinion of Counsel"  means a written  opinion  signed by legal counsel who
may be an employee of or counsel to the  Company.  Each such  Opinion of Counsel
shall  include the  statements  provided  for in Sections  2.03 and 11.04 to the
extent required by the provisions of such Sections.

     "Paying  Agent"  means any  Person  authorized  by the  Company  to pay the
principal of (and premium, if any, on) or interest on any Notes on behalf of the
Company. The term "Paying Agent" includes any additional Paying Agent.


                                       13


<PAGE>


     "Payment  Date" has the  meaning  provided in the  definition  of "Offer to
Purchase" contained in Section 1.01.

     "Permitted Holders" means any of the following persons:

     (1) Mr. D. Greg Horrigan and Mr. R. Philip Silver;

     (2) Affiliates, siblings, children and other lineal descendants, spouses or
former spouses, widows or widowers and estates of either of the Persons referred
to in clause (1) above;

     (3) any trust having as its sole  beneficiaries  one or more of the Persons
referred to in clauses (1) or (2) above; and

     (4) any Person a majority of the voting  power of the  outstanding  Capital
Stock of which is owned by one or more of the  Persons  referred  to in  clauses
(1), (2) or (3) above.

     "Permitted  Investment"  means  (i)  an  Investment  in  the  Company  or a
Restricted  Subsidiary  or  a  Person  which  will,  upon  the  making  of  such
Investment,  become a Restricted Subsidiary or be merged or consolidated with or
into or transfer or convey all or  substantially  all its assets to, the Company
or a Restricted  Subsidiary;  provided  that such Person's  primary  business is
related,  ancillary or  complementary  to the  businesses of the Company and its
Restricted  Subsidiaries  on the date of such  Investment;  (ii)  Temporary Cash
Investments;  (iii) payroll,  travel and similar  advances to cover matters that
are expected at the time of such  advances  ultimately to be treated as expenses
in accordance  with GAAP;  (iv) stock,  obligations  or  securities  received in
satisfaction of judgments or in settlement of claims;  (v)  Investments,  to the
extent the  consideration  therefor  consists  solely of the Common Stock of the
Company;  (vi)  Currency  Agreements,  Interest  Rate  Agreements  and commodity
hedging  agreements  entered into to protect against currency,  interest rate or
commodity  price  fluctuations  (but not Currency  Agreements  and Interest Rate
Agreements  entered into for  speculation);  (vii) Guarantees of Indebtedness of
the Company and of Restricted  Subsidiaries  permitted  under Section 4.03;  and
(viii)  loans  or  advances  to  employees  of the  Company  or  its  Restricted
Subsidiaries, not to exceed $10 million at any one time outstanding.

     "Permitted  Liens"  means (i) Liens for  taxes,  assessments,  governmental
charges or claims that are being  contested in good faith by  appropriate  legal
proceedings promptly instituted and diligently conducted and for which a reserve
or other appropriate provision,  if any, as shall be required in conformity with
GAAP shall  have been made;  (ii)  statutory  and common law Liens of  landlords
under leases;  (iii) customary bankers Liens, rights of setoff and other similar
Liens arising in the ordinary course of business;  (iv) statutory and common law
Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or
other similar Liens arising in the ordinary  course of business and with respect
to amounts not yet  delinquent or being  contested in good faith by  appropriate
legal proceedings  promptly instituted and diligently  conducted and for which a
reserve  or  other  appropriate  provision,  if any,  as shall  be  required  in
conformity  with GAAP shall have been made;  (v) Liens incurred or deposits made
in the ordinary  course of business in connection  with  workers'  compensation,
unemployment  insurance and other types of social security;  (vi) Liens incurred
or deposits made to secure the performance of tenders,  bids, leases,  statutory
or  regulatory  obligations,  bankers'  acceptances,  surety and


                                       14

<PAGE>

appeal bonds,  government  contracts,  performance and return-of-money bonds and
other  obligations  of a  similar  nature  incurred  in the  ordinary  course of
business  (exclusive of obligations  for the payment of borrowed  money);  (vii)
easements,  rights-of-way,  municipal and zoning ordinances and similar charges,
encumbrances,  title  defects  or other  irregularities  that do not  materially
interfere with the ordinary course of business of the Company and its Restricted
Subsidiaries,  taken as a whole; (viii) Liens (including extensions and renewals
thereof) upon real or personal property acquired after the Closing Date securing
Indebtedness Incurred under Section  4.03(a)(viii);  provided that (a) such Lien
is  created  solely  for the  purpose  of  securing  Indebtedness  Incurred,  in
accordance  with  Section  4.03,  to  finance  the cost  (including  the cost of
improvement or  construction)  of the item of property or assets subject thereto
and such Lien is created prior to, at the time of or within six months after the
later of the acquisition,  the completion of construction or the commencement of
full operation of such property,  (b) the principal  amount of the  Indebtedness
secured  by such  Lien does not  exceed  100% of such cost and (c) any such Lien
shall not  extend to or cover any  property  or assets  other  than such item of
property or assets and any  improvements  on such item; (ix) leases or subleases
granted to others that do not materially  interfere with the ordinary  course of
business of the Company and its Restricted  Subsidiaries,  taken as a whole; (x)
Liens encumbering property or assets under construction arising from progress or
partial  payments by a customer of the  Company or its  Restricted  Subsidiaries
relating to such  property or assets;  (xi) any interest or title of a lessor in
the property  subject to any lease (other than any property  that is the subject
of a Sale and Leaseback  Transaction);  (xii) Liens arising from filing  Uniform
Commercial Code financing statements regarding leases;  (xiii) Liens on property
of, or on shares of Capital Stock or Indebtedness of, any Person existing at the
time such Person  becomes,  or becomes a part of, the Company or any  Restricted
Subsidiary;  provided  that such Liens do not extend to or cover any property or
assets of the Company or any  Restricted  Subsidiary  other than the property or
assets  acquired;  (xiv)  Liens  in  favor  of the  Company  or  any  Restricted
Subsidiary;  (xv) Liens arising from the rendering of a final  judgment or order
against the Company or any Restricted  Subsidiary  that does not give rise to an
Event of Default; (xvi) Liens securing reimbursement obligations with respect to
letters of credit that encumber  documents and other  property  relating to such
letters of credit and the products and proceeds  thereof;  (xvii) Liens in favor
of customs and revenue  authorities arising as a matter of law to secure payment
of customs duties in connection  with the  importation  of goods;  (xviii) Liens
encumbering customary initial deposits and margin deposits, and other Liens that
are within the general parameters  customary in the industry and incurred in the
ordinary course of business,  in each case, securing Indebtedness under Interest
Rate Agreements and Currency Agreements and forward contracts,  options,  future
contracts, futures options or similar agreements or arrangements designed solely
to protect the Company or any of its Restricted  Subsidiaries  from fluctuations
in interest rates,  currencies or the price of commodities;  (xix) Liens arising
out of conditional  sale, title retention,  consignment or similar  arrangements
for the sale of  goods  entered  into by the  Company  or any of its  Restricted
Subsidiaries  in the  ordinary  course of business in  accordance  with the past
practices of the Company and its  Restricted  Subsidiaries  prior to the Closing
Date;  (xx)  Liens   consisting  of  escrows  or  deposits  in  connection  with
acquisitions  or  potential  acquisitions;  and  (xxi)  Liens  on  or  sales  of
receivables.

     "Person" means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.


                                       15


<PAGE>

     "Physical Notes" has the meaning provided in Section 2.01.

     "Preferred  Stock" means,  with respect to any Person,  any and all shares,
interests,  participations or other  equivalents  (however  designated,  whether
voting or non-voting) of such Person's  preferred or preference  stock,  whether
now outstanding or issued after the date of this Indenture,  including,  without
limitation, all series and classes of such preferred or preference stock.

     "principal"  of a debt security,  including the Notes,  means the principal
amount due on the Stated Maturity as shown on such debt security.

     "Private  Placement  Legend"  means the legend  initially  set forth on the
Notes in the form set forth in Section 2.02.

     "Purchase  Money Note" means a promissory note of a  Securitization  Entity
evidencing a line of credit,  which may be irrevocable,  from the Company or any
Restricted Subsidiary in connection with a Qualified Securitization Transaction,
which note shall be repaid from cash  available  to the  Securitization  Entity,
other  than  amounts  required  to  be  established  as  reserves   pursuant  to
agreements,  amounts paid to investors  in respect of  interest,  principal  and
other  amounts owing to such  investors and amounts paid in connection  with the
purchase of newly generated receivables.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Qualified  Securitization  Transaction" means any transaction or series of
transactions pursuant to which the Company or any of its Restricted Subsidiaries
may sell,  convey or otherwise  transfer to (a) a Securitization  Entity, in the
case of a transfer by the Company or any of its Restricted Subsidiaries, and (b)
any other Person, in case of a transfer by a Securitization Entity, or may grant
a security  interest in, any receivables,  whether or not existing or arising or
acquired in the future,  of the Company or any of its  Restricted  Subsidiaries,
and any assets related thereto  including,  without  limitation,  all collateral
securing such receivables,  all contracts and contract rights and all Guarantees
or  other  obligations  in  respect  of  such  receivables,   proceeds  of  such
receivables and other assets,  including contract rights,  which are customarily
transferred or in respect of which security interests are customarily granted in
connection  with  asset  securitization   transactions   involving  receivables,
collectively,  "transferred  assets";  provided,  that,  in the case of any such
transfer by the Company or any of its  Restricted  Subsidiaries,  the transferor
receives cash or Purchase Money Notes in an amount which,  when  aggregated with
the cash and  Purchase  Money Notes  received by the Company and its  Restricted
Subsidiaries  upon all other such  transfers of  transferred  assets  during the
ninety days preceding  such transfer,  is at least equal to 75% of the aggregate
face amount of all  receivables  so  transferred  during such day and the ninety
preceding days.

     "Redemption Date" means, when used with respect to any Note to be redeemed,
the date fixed for such redemption by or pursuant to this Indenture.

     "Redemption  Price"  means,  when  used  with  respect  to any  Note  to be
redeemed,  the  price at which  such  Note is to be  redeemed  pursuant  to this
Indenture.


                                       16


<PAGE>

     "Registered  Notes" means any  securities of the Company  containing  terms
identical to the Notes (except that such securities (i) will be registered under
the  Securities  Act and (ii) will not  contain  terms with  respect to transfer
restrictions)  that are  issued  and  exchanged  for the Notes  pursuant  to the
Registration Rights Agreement.

     "Registrar" has the meaning provided in Section 2.04.

     "Registration  Rights  Agreement" means the Registration  Rights Agreement,
dated as of May 12, 2009,  between the Company and the Initial  Purchasers named
therein.

     "Registration  Statement" means the  Registration  Statement as defined and
described in the Registration Rights Agreement.

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the  February 1 or August 1 (whether or not a Business  Day),  as the case
may be, next preceding such Interest Payment Date.

     "Regulation S" means Regulation S under the Securities Act.

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

     "Restricted Payments" has the meaning provided in Section 4.04.

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

     "Rule 144A" means Rule 144A under the Securities Act.

     "Sale and Leaseback Transaction" means a transaction whereby a Person sells
or otherwise  transfers assets or properties and then or thereafter  leases such
assets or properties or any part thereof or any other assets or properties which
such Person intends to use for substantially the same purpose or purposes as the
assets or properties sold or otherwise transferred.

     "Secured  Debt Cap" means,  on any date,  an amount  equal to 3.5 times the
Company's  Consolidated  EBITDA for the Four Quarter Period.  For the purpose of
making the computation  referred to in the prior sentence,  Consolidated  EBITDA
shall be calculated on a pro forma basis in  accordance  with the  definition of
"Interest Coverage Ratio."


                                       17


<PAGE>

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

     "Securitization  Entity" means a Wholly Owned Subsidiary of the Company, or
another  Person in which  the  Company  or any  Restricted  Subsidiary  makes an
Investment  and to which the  Company  or any  Restricted  Subsidiary  transfers
receivables  and related  assets,  that engages in no  activities  other than in
connection with the financing of receivables and that is designated by the Board
of Directors,  as provided below, as a  Securitization  Entity (a) no portion of
the Indebtedness or any other Obligations, contingent or otherwise, of which (1)
is  guaranteed  by the  Company  or any  Restricted  Subsidiary,  other than the
Securitization   Entity,   other  than   pursuant  to  Standard   Securitization
Undertakings or Limited Originator Recourse, (2) is recourse to or obligates the
Company or any Restricted  Subsidiary,  other than the Securitization Entity, in
any way other than pursuant to Standard  Securitization  Undertakings or Limited
Originator  Recourse or (3) subjects any property or asset of the Company or any
Restricted  Subsidiary,  other  than  the  Securitization  Entity,  directly  or
indirectly,  contingently or otherwise,  to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings or Limited Originator Recourse,
(b) with  which  neither  the  Company  nor any  Restricted  Subsidiary  has any
material contract,  agreement,  arrangement or understanding other than on terms
no less favorable to the Company or such  Restricted  Subsidiary than those that
might be  obtained  at the time  from  Persons  that are not  Affiliates  of the
Company,  other  than  fees  payable  in the  ordinary  course  of  business  in
connection  with  servicing  receivables of such entity and (c) to which neither
the Company nor any  Restricted  Subsidiary  has any  obligation  to maintain or
preserve  such  entity's  financial  condition  or cause such  entity to achieve
certain  levels  of  operating  results.  Any such  designation  by the Board of
Directors  shall be  evidenced  to the  Trustee  by  filing  with the  Trustee a
certified copy of the resolution of the Board of Directors giving effect to such
designation  and an  Officers'  Certificate  certifying  that  such  designation
complied with the foregoing conditions.

     "Security Register" has the meaning provided in Section 2.04.

     "Significant   Subsidiary"  means,  at  any  date  of  determination,   any
Restricted  Subsidiary that,  together with its  Subsidiaries,  (i) for the most
recent  fiscal  year  of  the  Company,  accounted  for  more  than  10%  of the
consolidated revenues of the Company and its Restricted  Subsidiaries or (ii) as
of the  end of  such  fiscal  year,  was  the  owner  of  more  than  10% of the
consolidated assets of the Company and its Restricted  Subsidiaries,  all as set
forth on the most recently available  consolidated  financial  statements of the
Company for such fiscal year.

     "6-3/4%  Indenture"  means the  indenture  dated as of November  14,  2003,
between the Company, as issuer, and National City Bank, N.A., as trustee.

     "Standard Securitization  Undertakings" means representations,  warranties,
covenants and indemnities entered into by the Company or any Subsidiary that are
reasonably customary in receivables securitization transactions.

     "S&P" means Standard & Poor's Ratings Group and its successors.

     "Stated  Maturity" means,  (i) with respect to any debt security,  the date
specified in such debt security as the fixed date on which the final installment
of principal  of such debt  security is due and payable and (ii) with respect to
any scheduled installment of principal of or


                                       18


<PAGE>

interest on any debt  security,  the date specified in such debt security as the
fixed date on which such installment is due and payable.

     "Subsidiary"   means,   with  respect  to  any  Person,   any  corporation,
association or other business  entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person.

     "Subsidiary  Guarantor"  means any Restricted  Subsidiary  which provides a
Subsidiary  Guarantee of the Company's  obligations under this Indenture and the
Notes.

     "Temporary  Cash  Investment"  means  any  of  the  following:  (i)  direct
obligations of the United States of America or any agency thereof or obligations
fully and  unconditionally  guaranteed  by the  United  States of America or any
agency thereof,  (ii) time deposit  accounts,  certificates of deposit and money
market  deposits  maturing  within one year of the date of  acquisition  thereof
issued  by a bank or trust  company  which is  organized  under  the laws of the
United States of America, any state thereof or any foreign country recognized by
the United  States of  America,  and which bank or trust  company  has  capital,
surplus  and  undivided  profits  aggregating  in excess of $50  million (or the
foreign currency equivalent thereof) and has outstanding debt which is rated "A"
(or such  similar  equivalent  rating)  or  higher  by at least  one  nationally
recognized  statistical  rating  organization  (as defined in Rule 436 under the
Securities Act) or any money-market fund sponsored by a registered broker dealer
or mutual fund distributor, (iii) repurchase obligations with a term of not more
than 30 days for  underlying  securities  of the types  described  in clause (i)
above  entered into with a bank meeting the  qualifications  described in clause
(ii) above,  (iv)  commercial  paper,  maturing not more than one year after the
date of  acquisition,  issued by a  corporation  (other than an Affiliate of the
Company)  organized  and in  existence  under the laws of the  United  States of
America,  any state  thereof or any  foreign  country  recognized  by the United
States of America with a rating at the time as of which any  investment  therein
is made of "P-1" (or higher) according to Moody's or "A-1" (or higher) according
to S&P, and (v) securities  with maturities of one year or less from the date of
acquisition  issued  or  fully  and  unconditionally  guaranteed  by any  state,
commonwealth  or territory of the United States of America,  or by any political
subdivision  or  taxing  authority  thereof,  and  rated at least  "A" by S&P or
Moody's.

     "TIA" or "Trust  Indenture  Act" means the Trust  Indenture Act of 1939 (15
U.S.  Code  ss.ss.  77aaa-77bbb),  as in effect on the date this  Indenture  was
executed, except as provided in Section 9.06.

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

     "Transaction   Date"  means,   with  respect  to  the   Incurrence  of  any
Indebtedness by the Company or any of its Restricted Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment,  the
date such Restricted Payment is to be made.


                                       19


<PAGE>

     "Treasury  Rate" means the yield to maturity at the time of  computation of
United  States  Treasury  securities  with a constant  maturity (as compiled and
published  in the most recent  Federal  Reserve  Statistical  Release H.15 (519)
which has become publicly available at least two Business Days prior to the date
fixed for prepayment (or, if such  Statistical  Release is no longer  published,
any publicly available source for similar market data)) most nearly equal to the
then remaining term of the Notes to August 15, 2013, provided,  however, that if
the then remaining term to August 15, 2013 is not equal to the constant maturity
of a United States Treasury  security for which a weekly average yield is given,
the Treasury Rate shall be obtained by linear  interpolation  (calculated to the
nearest  one-twelfth  of a year) from the weekly average yields of United States
Treasury  securities  for which such  yields are given,  except that if the then
remaining term of the Notes to August 15, 2013 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

     "Trustee"  means the party  named as such in the  first  paragraph  of this
Indenture  until a successor  replaces it in accordance  with the  provisions of
Article Seven of this Indenture and thereafter means such successor.

     "United States Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
amended and as codified in Title 11 of the United  States Code,  as amended from
time to time hereafter, or any successor federal bankruptcy law.

     "Unrestricted  Subsidiary"  means (i) any Subsidiary of the Company that at
the time of determination shall be designated an Unrestricted  Subsidiary by the
Board of Directors in the manner  provided  below and (ii) any  Subsidiary of an
Unrestricted  Subsidiary.  The Board of Directors may  designate any  Restricted
Subsidiary  (including  any newly  acquired or newly  formed  Subsidiary  of the
Company)  to be an  Unrestricted  Subsidiary  unless  such  Subsidiary  owns any
Capital  Stock of, or owns or holds any Lien on any  property of, the Company or
any Restricted Subsidiary; provided that (A) any Guarantee by the Company or any
Restricted  Subsidiary of any Indebtedness of the Subsidiary being so designated
shall be deemed an "Incurrence" of such  Indebtedness and an "Investment" by the
Company or such  Restricted  Subsidiary  (or both, if applicable) at the time of
such  designation;  (B) either (I) the  Subsidiary to be so designated has total
assets of $1,000 or less or (II) if such  Subsidiary  has  assets  greater  than
$1,000,  such  designation  would be  permitted  under  Section  4.04 and (C) if
applicable,  the Incurrence of  Indebtedness  and the Investment  referred to in
clause (A) of this  proviso  would be permitted  under  Section 4.03 and Section
4.04. The Board of Directors may designate any  Unrestricted  Subsidiary to be a
Restricted  Subsidiary;  provided  that (i) no Default or Event of Default shall
have  occurred and be  continuing  at the time of or after giving effect to such
designation and (ii) all Liens and Indebtedness of such Unrestricted  Subsidiary
outstanding  immediately after such designation would, if Incurred at such time,
have been permitted to be Incurred for all purposes of this Indenture.  Any such
designation  by the Board of  Directors  shall be  evidenced  to the  Trustee by
promptly filing with the Trustee a copy of the Board Resolution giving effect to
such designation and an Officers'  Certificate  certifying that such designation
complied with the foregoing provisions.

     "U.S. Global Notes" has the meaning provided in Section 2.01.


                                       20


<PAGE>


     "U.S.  Government   Obligations"  means  securities  that  are  (i)  direct
obligations  of the United  States of America  for the payment of which its full
faith and  credit is  pledged  or (ii)  obligations  of a Person  controlled  or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is  unconditionally  guaranteed as a full faith and
credit  obligation by the United States of America,  which,  in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust  company as  custodian  with  respect to any such U.S.
Government  Obligation or a specific  payment of interest on or principal of any
such U.S.  Government  Obligation  held by such custodian for the account of the
holder of a depository  receipt;  provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such  depository  receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or  principal of the U.S.  Government  Obligation  evidenced by such  depository
receipt.

     "U.S. Physical Notes" has the meaning provided in Section 2.01.

     "Voting Stock" means with respect to any Person, Capital Stock of any class
or kind  ordinarily  having  the power to vote for the  election  of  directors,
managers or other voting members of the governing body of such Person.

     "Wholly  Owned" means,  with respect to any  Subsidiary of any Person,  the
ownership of all of the outstanding Capital Stock of such Subsidiary (other than
any director's qualifying shares or Investments by foreign nationals mandated by
applicable law) by such Person or one or more Wholly Owned  Subsidiaries of such
Person.

     SECTION  1.02.  Incorporation  by  Reference  of  Trust  Indenture  Act.
                     -------------------------------------------------------
Whenever  this  Indenture  refers to a provision  of the TIA,  the  provision is
incorporated  by reference in and made a part of this  Indenture.  The following
TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes;

     "indenture security holder" means a Holder;

     "indenture to be qualified" means this Indenture;

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

     "obligor"  on the  indenture  securities  means  the  Company  or any other
obligor on the Notes.

     All other TIA terms  used in this  Indenture  that are  defined by the TIA,
defined  by TIA  reference  to  another  statute  or  defined  by a rule  of the
Commission and not otherwise  defined herein have the meanings  assigned to them
therein.

     SECTION  1.03.  Rules  of  Construction.  Unless the  context  otherwise
                     -----------------------
requires:


                                       21


<PAGE>

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

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

     (iii) "or" is not exclusive;

     (iv) words in the  singular  include  the  plural,  and words in the plural
   include the singular;

     (v) provisions apply to successive events and transactions;

     (vi)  "herein,"  "hereof"  and other words of similar  import refer to this
   Indenture  as a whole and not to any  particular  Article,  Section  or other
   subdivision;

     (vii) all ratios and computations based on GAAP contained in this Indenture
   shall be  computed in  accordance  with the  definition  of GAAP set forth in
   Section 1.01; and

     (viii) all references to Sections or Articles refer to Sections or Articles
   of this Indenture unless otherwise indicated.

                                   ARTICLE TWO
                                    THE NOTES

     SECTION 2.01. Form and Dating.  The Notes and the Trustee's  certificate of
                   ---------------
authentication  shall be  substantially in the form annexed hereto as Exhibit A.
The Notes may have  notations,  legends or  endorsements  required by law, stock
exchange  agreements to which the Company is subject or usage. The Company shall
approve the form of the Notes and any  notation,  legend or  endorsement  on the
Notes. Each Note shall be dated the date of its authentication.

     The terms and provisions  contained in the form of the Notes annexed hereto
as Exhibit A shall  constitute,  and are hereby  expressly  made, a part of this
Indenture.  To the extent  applicable,  the  Company and the  Trustee,  by their
execution  and  delivery of this  Indenture,  expressly  agree to such terms and
provisions and to be bound thereby.

     Notes  offered and sold in reliance on Rule 144A shall be issued  initially
in the  form  of  one or  more  permanent  global  Notes  in  definitive,  fully
registered form without interest coupons  substantially in the form set forth in
Exhibit A (the "U.S.  Global Notes"),  deposited with the Trustee,  as custodian
                ------------------
for the  Depositary,  duly  executed  by the Company  and  authenticated  by the
Trustee as  hereinafter  provided.  The aggregate  principal  amount of the U.S.
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee,  as custodian for the  Depositary or its nominee,
as hereinafter provided.

     Notes offered and sold in offshore transactions in reliance on Regulation S
shall be issued initially in the form of one or more global Notes in definitive,
fully  registered form without  interest  coupons  substantially in the form set
forth in Exhibit A (the "Offshore Global
                         ---------------


                                       22


<PAGE>

Notes")  deposited  with the Trustee,  as  custodian  for the  Depositary,  duly
-----
executed  by the  Company  and  authenticated  by  the  Trustee  as  hereinafter
provided.  The aggregate  principal  amount of the Offshore Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee,  as  custodian  for  the  Depositary  or its  nominee,  as  hereinafter
provided.

     Notes which are transferred to Institutional  Accredited  Investors who are
not QIBs  ("Non-Global  Purchaser")  (other  than in  offshore  transactions  in
reliance on Regulation S) shall be issued in the form of permanent  certificated
Notes in registered form without interest coupons in substantially  the form set
forth in  Exhibit A (the  "U.S.  Physical  Notes").  Upon the  transfer  of U.S.
                           ---------------------
Physical  Notes  initially  issued  to a  Non-Global  Purchaser,  to a QIB or in
accordance  with  Regulation S, such U.S.  Physical Notes will,  unless the U.S.
Global  Notes  have  previously  been  exchanged  in  whole  or in part for U.S.
Physical Notes,  be exchanged for an interest in such U.S.  Global Notes.  Notes
issued  pursuant to Section  2.07 in exchange for  interests in the U.S.  Global
Notes shall be in the form of U.S.  Physical  Notes.  Notes  issued  pursuant to
Section 2.07 in exchange for interests in Offshore  Global Notes shall be in the
form of permanent  certificated  Notes in registered form  substantially  in the
form set forth in Exhibit A (the "Offshore Physical Notes").
                                  -----------------------

     The  Offshore   Physical  Notes  and  U.S.  Physical  Notes  are  sometimes
collectively  referred to herein as the "Physical Notes".  The U.S. Global Notes
                                         ---------------
and the Offshore Global Notes are sometimes  collectively  referred to herein as
the "Global Notes".
     ------------

     The definitive Notes shall be typed,  printed,  lithographed or engraved or
produced  by any  combination  of these  methods or may be produced in any other
manner permitted by the rules of any securities  exchange on which the Notes may
be listed,  all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.

     SECTION 2.02. Restrictive Legends. Unless and until a Note is exchanged for
                   -------------------
a  Registered  Note in  connection  with  an  effective  Registration  Statement
pursuant to the Registration Rights Agreement, (i) the U.S. Global Note and each
U.S.  Physical  Note shall bear the legend,  set forth below on the face thereof
and (ii) the Offshore Physical Notes and the Offshore Global Note shall bear the
legend  set forth  below on the face  thereof  until at least 41 days (or a date
otherwise in compliance with Regulation S) after the Closing Date and receipt by
the  Company  and the  Trustee  of a  certificate  substantially  in the form of
Exhibit B hereto.

     THE NOTES HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
     AMENDED (THE "SECURITIES  ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
     NOTE NOR ANY  INTEREST  OR  PARTICIPATION  HEREIN MAY BE  REOFFERED,  SOLD,
     ASSIGNED, TRANSFERRED,  PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
     ABSENCE OF SUCH  REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
     NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
     THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL BUYER"
     (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), OR (B) IT
     IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION,
     (2) AGREES TO

                                       23


<PAGE>

     OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE DATE WHICH
     IS ONE  YEAR  AFTER  THE  DATE OF  ORIGINAL  ISSUE  HEREOF  ONLY (A) TO THE
     COMPANY,  (B) PURSUANT TO A REGISTRATION  STATEMENT WHICH HAS BEEN DECLARED
     EFFECTIVE  UNDER  THE  SECURITIES  ACT,  (C) FOR SO LONG AS THE  NOTES  ARE
     ELIGIBLE  FOR  RESALE  PURSUANT  TO RULE  144A TO A  PERSON  IT  REASONABLY
     BELIEVES  IS A QUALIFIED  INSTITUTIONAL  BUYER THAT  PURCHASES  FOR ITS OWN
     ACCOUNT  OR FOR THE  ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM
     NOTICE IS GIVEN THAT THE  TRANSFER  IS BEING MADE IN RELIANCE ON RULE 144A,
     (D)  OUTSIDE  THE UNITED  STATES  PURSUANT  TO OFFERS AND SALES TO NON-U.S.
     PERSONS IN AN  OFFSHORE  TRANSACTION  PURSUANT  TO  REGULATION  S UNDER THE
     SECURITIES ACT IN A TRANSACTION  MEETING THE REQUIREMENTS OF RULE 904 UNDER
     THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE  EXEMPTION FROM THE
     REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT,  SUBJECT TO THE COMPANY'S
     AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER PURSUANT
     TO  CLAUSE  (E)  TO  REQUIRE  THE   DELIVERY  OF  AN  OPINION  OF  COUNSEL,
     CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.

     Each Global  Note,  whether or not a Registered  Note,  shall also bear the
following legend on the face thereof:

     UNLESS  THIS  NOTE IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
     DEPOSITORY  TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR  REGISTRATION  OF
     TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY NOTE ISSUED IS  REGISTERED  IN THE
     NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE
     OF THE  DEPOSITORY  TRUST  COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN
     AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
     HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER  ENTITY AS IS REQUESTED BY AN
     AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY),  ANY TRANSFER,
     PLEDGE OR OTHER USE  HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS
     WRONGFUL  SINCE THE  REGISTERED  OWNER HEREOF,  CEDE & CO., HAS AN INTEREST
     HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO  TRANSFERS IN WHOLE,  BUT
     NOT IN PART,  TO NOMINEES  OF CEDE & CO. OR TO A SUCCESSOR  THEREOF OR SUCH
     SUCCESSOR'S  NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
     LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE  RESTRICTIONS SET FORTH IN
     SECTION 2.08 OF THE INDENTURE.


                                       24


<PAGE>

     SECTION 2.03. Execution,  Authentication and Denominations. The Notes shall
                   --------------------------------------------
be executed by two Officers of the Company, at least one of which shall occupy a
position listed in clause (i) of the definition of Officer herein. The signature
of these  Officers on the Notes may be by facsimile  or manual  signature in the
name and on behalf of the Company.

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

     A Note  shall  not be valid  until  the  Trustee  or  authenticating  agent
manually or by facsimile  signs the certificate of  authentication  on the Note.
The signature shall be conclusive  evidence that the Note has been authenticated
under this Indenture.

     At any time and from time to time after the  execution  of this  Indenture,
the Trustee or an  authenticating  agent shall upon  receipt of a Company  Order
authenticate  for  original  issue  Notes  in  the  aggregate  principal  amount
specified in such Company Order;  provided that the Trustee shall be entitled to
receive an  Officers'  Certificate  and an Opinion of Counsel of the  Company in
connection with such  authentication  of Notes. Such Company Order shall specify
the amount of Notes to be authenticated and the date on which the original issue
of Notes is to be authenticated  and in case of an issuance of Notes pursuant to
Section 2.15,  shall  certify that such  issuance is in compliance  with Article
Four. The Opinion of Counsel shall be to the effect that:

     (a) that the form and  terms of such  Notes  have  been  established  by or
   pursuant  to a  Board  Resolution  or an  indenture  supplemental  hereto  in
   conformity with the provisions of this Indenture;

     (b) that such supplemental  indenture,  if any, when executed and delivered
   by the  Company  and  the  Trustee,  will  constitute  a  valid  and  binding
   obligation of the Company;

     (c) that such Notes,  when  authenticated  and delivered by the Trustee and
   issued by the Company in the manner and subject to any  conditions  specified
   in such Opinion of Counsel,  will constitute valid and binding obligations of
   the  Company in  accordance  with  their  terms and will be  entitled  to the
   benefits of this  Indenture,  subject to bankruptcy,  insolvency,  fraudulent
   transfer,   reorganization,   moratorium   and   similar   laws  of   general
   applicability  relating  to or  affecting  creditors'  rights  and to general
   equity principles; and

     (d) that the  Company  has been  duly  incorporated  in,  and is a  validly
   existing  corporation  in good  standing  under  the  laws of,  the  State of
   Delaware.

     The Trustee may appoint an authenticating  agent to authenticate  Notes. An
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference  in  this  Indenture  to   authentication   by  the  Trustee  includes
authentication by such  authenticating  agent. An  authenticating  agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.


                                       25


<PAGE>

     The Notes shall be issuable  only in  registered  form without  coupons and
only in denominations of $2,000 in principal amount and any integral multiple of
$1,000 in excess thereof.

     SECTION 2.04.  Registrar and Paying  Agent.  The Company shall  maintain an
                    ---------------------------
office or agency where Notes may be presented  for  registration  of transfer or
for exchange (the "Registrar"),  an office or agency for the Paying Agent and an
                   ---------
office or agency where  notices and demands to or upon the Company in respect of
the Notes and this  Indenture  may be served,  which  shall be in the Borough of
Manhattan, The City of New York. The Company shall cause the Registrar to keep a
register  of the  Notes  and of  their  transfer  and  exchange  (the  "Security
                                                                        --------
Register").  The  Company  may  have one or more  co-Registrars  and one or more
--------
additional Paying Agents.

     The Company shall enter into an appropriate agency agreement with any agent
not a party to this  Indenture.  The agreement shall implement the provisions of
this Indenture that relate to such agent.  The Company shall give prompt written
notice to the  Trustee of the name and  address of any such agent and any change
in the address of such  agent.  If the  Company  fails to maintain a  Registrar,
Paying Agent and/or agent for service of notices and demands,  the Trustee shall
act as such  Registrar,  Paying  Agent  and/or  agent for service of notices and
demands.  The Company may remove any agent upon written notice to such agent and
the Trustee;  provided that no such removal shall become effective until (i) the
acceptance of an appointment by a successor  agent to such agent as evidenced by
an appropriate  agency agreement  entered into by the Company and such successor
agent and delivered to the Trustee or (ii)  notification to the Trustee that the
Trustee shall serve as such agent until the  appointment of a successor agent in
accordance with clause (i) of this proviso.  The Company,  any Subsidiary of the
Company,  or any Affiliate of any of them may act as Paying Agent,  Registrar or
co-Registrar, and/or agent for service of notice and demands.

     The Company  initially  appoints the Trustee as  Registrar,  Paying  Agent,
authenticating  agent and agent for  service of notice and  demands.  If, at any
time,  the Trustee is not the Registrar,  the Registrar  shall make available to
the Trustee on or before each  Interest  Payment Date and at such other times as
the Trustee may  reasonably  request,  the names and addresses of the Holders as
they appear in the Security Register.

     SECTION  2.05.  Paying  Agent to Hold Money in Trust.  Not later than 12:00
                     ------------------------------------
noon,  New York City time, on each due date of the principal,  premium,  if any,
and interest on any Notes, the Company shall deposit with the Paying Agent money
in immediately  available funds  sufficient to pay such principal,  premium,  if
any, and interest so becoming  due. The Company  shall require each Paying Agent
other than the Trustee to agree in writing  that such Paying Agent shall hold in
trust for the benefit of the Holders or the Trustee all money held by the Paying
Agent for the payment of  principal  of,  premium,  if any,  and interest on the
Notes  (whether  such  money  has been  paid to it by the  Company  or any other
obligor on the Notes),  and such Paying Agent shall promptly  notify the Trustee
of any default by the Company (or any other  obligor on the Notes) in making any
such  payment.  The  Company at any time may  require a Paying  Agent to pay all
money held by it to the Trustee and  account  for any funds  disbursed,  and the
Trustee may at any time during the  continuance  of any  payment  default,  upon
written  request to a Paying  Agent,  require such Paying Agent to pay all money
held by it to the Trustee


                                       26


<PAGE>

and to account for any funds  disbursed.  Upon doing so, the Paying  Agent shall
have no  further  liability  for the money so paid over to the  Trustee.  If the
Company or any Subsidiary of the Company or any Affiliate of any of them acts as
Paying Agent,  it will, on or before each due date of any principal of, premium,
if any, or interest on the Notes,  segregate  and hold in a separate  trust fund
for the benefit of the Holders a sum of money  sufficient to pay such principal,
premium,  if any, or  interest so becoming  due until such sum of money shall be
paid to such Holders or otherwise disposed of as provided in this Indenture, and
will promptly notify the Trustee of its action or failure to act.

     SECTION  2.06.  Transfer  and  Exchange.  The  Notes are  issuable  only in
                     -----------------------
registered  form.  A Holder may  transfer a Note by written  application  to the
Registrar  stating the name of the proposed  transferee and otherwise  complying
with the terms of this Indenture.  No such transfer shall be effected until, and
such  transferee  shall  succeed  to the  rights of a Holder  only  upon,  final
acceptance  and  registration  of the transfer by the  Registrar in the Security
Register.  Prior to the  registration  of any  transfer  by a Holder as provided
herein, the Company,  the Trustee,  and any agent of the Company shall treat the
person  in whose  name the  Note is  registered  as the  owner  thereof  for all
purposes whether or not the Note shall be overdue,  and neither the Company, the
Trustee,  nor any such  agent  shall be  affected  by  notice  to the  contrary.
Furthermore,  any Holder of a U.S. Global Note shall, by acceptance of such U.S.
Global Note,  agree that transfers of beneficial  interests in such U.S.  Global
Note may be effected  only through a book entry system  maintained by the Holder
of such U.S.  Global  Note (or its agent)  and that  ownership  of a  beneficial
interest  in the Note shall be required to be  reflected  in a book entry.  When
Notes are  presented  to the  Registrar  or a  co-Registrar  with a  request  to
register the transfer or to exchange them for an equal principal amount of Notes
of other authorized denominations (including an exchange of Notes for Registered
Notes),  the  Registrar  shall  register  the  transfer or make the  exchange as
requested if its  requirements for such  transactions are met;  provided that no
exchanges  of Notes  for  Registered  Notes  shall  occur  until a  Registration
Statement  shall have been  declared  effective by the  Commission  and that any
Notes that are exchanged for Registered Notes shall be cancelled by the Trustee.
To permit  registrations  of transfers and exchanges,  the Company shall execute
and the Trustee shall authenticate Notes at the Registrar's  request. No service
charge shall be made for any  registration of transfer or exchange or redemption
of the Notes,  but the Company may require  payment of a sum sufficient to cover
any transfer tax or similar  governmental charge payable in connection therewith
(other than any such transfer taxes or other similar governmental charge payable
upon exchanges pursuant to Section 2.11, 3.08 or 9.04).

     The Registrar shall not be required (i) to issue,  register the transfer of
or  exchange  any Note during a period  beginning  at the opening of business 15
days before the day of the mailing of a notice of redemption  of Notes  selected
for redemption under Section 3.03 and ending at the close of business on the day
of such  mailing,  or (ii) to register  the  transfer of or exchange any Note so
selected for redemption in whole or in part,  except the  unredeemed  portion of
any Note being redeemed in part.

     SECTION 2.07.  Book-Entry  Provisions for Global Notes. (a) The U.S. Global
                    ---------------------------------------
Notes and Offshore Global Notes initially shall (i) be registered in the name of
the Depositary for such Global Notes or the nominee of such Depositary,  (ii) be
delivered to the Trustee as custodian for such Depositary and (iii) bear legends
as set forth in Section 2.02.


                                       27


<PAGE>

     Members of, or participants in, the Depositary ("Agent Members") shall have
                                                      -------------
no rights  under this  Indenture  with  respect to any Global Note held on their
behalf by the Depositary,  or the Trustee as its custodian,  or under any Global
Note,  and the  Depositary  may be treated by the  Company,  the Trustee and any
agent of the  Company or the Trustee as the  absolute  owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the  Company,  the  Trustee or any agent of the Company or the  Trustee,
from giving effect to any written  certification,  proxy or other  authorization
furnished by the  Depositary or impair,  as between the Depositary and its Agent
Members,  the  operation of customary  practices  governing  the exercise of the
rights of a Holder of any Note.

     (b) Transfers of a Global Note shall be limited to transfers of such Global
Note in whole,  but not in part,  to the  Depositary,  its  successors  or their
respective  nominees.  Interests  of  beneficial  owners in a Global Note may be
transferred  in accordance  with the rules and  procedures of the Depositary and
the  provisions of Section 2.08. In addition,  U.S.  Physical Notes and Offshore
Physical Notes shall be  transferred  to all  beneficial  owners in exchange for
their  beneficial  interests in the U.S.  Global  Notes or the  Offshore  Global
Notes,  respectively,  if (i) the  Depositary  notifies  the Company  that it is
unwilling or unable to continue as Depositary  for the U.S.  Global Notes or the
Offshore  Global  Notes,  as the case may be, and a successor  depositary is not
appointed  by the  Company  within  90 days of such  notice  or (ii) an Event of
Default has occurred and is continuing  and the Registrar has received a request
to the foregoing effect from the Depositary.

     (c) Any beneficial  interest in one of the Global Notes that is transferred
to a person who takes  delivery in the form of an  interest in the other  Global
Note will, upon transfer, cease to be an interest in such Global Note and become
an  interest in the other  Global  Note and,  accordingly,  will  thereafter  be
subject to all transfer restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an
interest.

     (d) In  connection  with any  transfer  pursuant to  paragraph  (b) of this
Section of a portion of the beneficial  interests in a Global Note to beneficial
owners who are required to hold U.S. Physical Notes, the Registrar shall reflect
on its books and records the date and a decrease in the principal amount of such
Global  Note in an  amount  equal  to the  principal  amount  of the  beneficial
interest in such Global Note to be  transferred,  and the Company shall execute,
and the Trustee shall  authenticate  and deliver,  one or more Physical Notes of
like tenor and amount.

     (e) In  connection  with the  transfer of the entire U.S.  Global  Notes or
Offshore  Global Notes to  beneficial  owners  pursuant to paragraph (b) of this
Section,  the U.S.  Global Notes or Offshore  Global Notes,  as the case may be,
shall be deemed to be  surrendered  to the  Trustee  for  cancellation,  and the
Company shall execute,  and the Trustee shall authenticate and deliver,  to each
beneficial  owner  identified by the  Depositary in exchange for its  beneficial
interest in the U.S.  Global Notes or Offshore Global Notes, as the case may be,
an equal aggregate  principal amount of U.S. Physical Notes or Offshore Physical
Notes, as the case may be, of authorized denominations.


                                       28


<PAGE>

     (f) Any U.S.  Physical  Note  delivered  in exchange for an interest in the
U.S. Global Notes pursuant to paragraph (b) or (d) of this Section shall, except
as  otherwise  provided  by  paragraph  (f) of  Section  2.08,  bear the  legend
regarding transfer  restrictions  applicable to the U.S. Physical Note set forth
in Section 2.02.

     (g) Any Offshore Physical Note delivered in exchange for an interest in the
Offshore Global Notes pursuant to paragraph (b) of this Section shall, except as
otherwise  provided by paragraph (f) of Section 2.08, bear the legend  regarding
transfer  restrictions  applicable  to the Offshore  Physical  Note set forth in
Section 2.02.

     (h) The registered  holder of a Global Note may grant proxies and otherwise
authorize  any  person,  including  Agent  Members  and  persons  that  may hold
interests  through Agent Members,  to take any action which a Holder is entitled
to take under this Indenture or the Notes.

     (i) QIBs that are beneficial  owners of interests in a U.S. Global Note may
receive  Physical  Notes  (which  shall  bear the  Private  Placement  Legend if
required by Section 2.02) in accordance  with the procedures of the  Depositary.
In connection with the execution,  authentication  and delivery of such Physical
Notes,  the  Registrar  shall reflect on its books and records a decrease in the
principal  amount of the relevant U.S. Global Note equal to the principal amount
of such  Physical  Notes and the Company  shall  execute  and the Trustee  shall
authenticate  and deliver one or more Physical  Notes having an equal  aggregate
principal amount.

     SECTION  2.08.  Special  Transfer  Provisions.  Unless  and until a Note is
                     -----------------------------
exchanged for an Registered  Note in connection  with an effective  Registration
Statement  pursuant  to  the  Registration   Rights  Agreement,   the  following
provisions shall apply:

     (a) Transfers to Non-QIB Institutional  Accredited Investors. The following
         --------------------------------------------------------
provisions shall apply with respect to the registration of any proposed transfer
of a Note to any Institutional Accredited Investor which is not a QIB (excluding
Non-U.S. Persons):

     (i) The Registrar  shall register the transfer of any Note,  whether or not
   such Note bears the Private Placement  Legend, if (x) the requested  transfer
   is after the time period  referred to in Rule 144 under the Securities Act as
   in effect with respect to such  transfer or (y) the proposed  transferee  has
   delivered to the  Registrar (A) a  certificate  substantially  in the form of
   Exhibit C hereto and (B) if the aggregate principal amount of the Notes being
   transferred is less than $100,000 at the time of such transfer, an opinion of
   counsel  acceptable to the Company that such  transfer is in compliance  with
   the Securities Act.

     (ii) If the proposed  transferor  is an Agent  Member  holding a beneficial
   interest in the U.S.  Global Note,  upon receipt by the  Registrar of (x) the
   documents,  if any,  required by paragraph (i) and (y) instructions  given in
   accordance  with  the  Depositary's  and  the  Registrar's  procedures,   the
   Registrar  shall  reflect on its books and records the date and a decrease in
   the  principal  amount  of the U.S.  Global  Note in an  amount  equal to the
   principal amount of the beneficial interest in the U.S. Global Note to


                                       29


<PAGE>

   be  transferred,  and the Company  shall  execute,  and the  Trustee  shall
   authenticate and deliver,  one or more U.S.  Physical Notes of like tenor and
   amount.

     (b) Transfers to QIBs. The following provisions shall apply with respect to
the registration of any proposed transfer of a U.S. Physical Note or an interest
in the U.S. Global Note to a QIB (excluding Non-U.S. Persons):

     (i) If the Note to be transferred  consists of (x) U.S. Physical Notes, the
   Registrar  shall  register the  transfer if such  transfer is being made by a
   proposed  transferor who has checked the box provided for on the form of Note
   stating,  or has otherwise  advised the Company and the Registrar in writing,
   that the sale has been made in compliance with the provisions of Rule 144A to
   a  transferee  who has signed the  certification  provided for on the form of
   Note  stating,  or has  otherwise  advised the Company and the  Registrar  in
   writing,  that it is  purchasing  the Note for its own  account or an account
   with respect to which it exercises sole investment discretion and that it and
   any such account is a QIB within the meaning of Rule 144A,  and is aware that
   the sale to it is being made in reliance on Rule 144A and  acknowledges  that
   it has received  such  information  regarding the Company as it has requested
   pursuant to Rule 144A or has determined not to request such  information  and
   that  it  is  aware  that  the  transferor  is  relying  upon  its  foregoing
   representations in order to claim the exemption from registration provided by
   Rule 144A or (y) an interest in the U.S.  Global  Note,  the transfer of such
   interest may be effected only through the book entry system maintained by the
   Depositary.

     (ii) If the  proposed  transferee  is an Agent  Member,  and the Note to be
   transferred consists of U.S. Physical Notes, upon receipt by the Registrar of
   the documents  referred to in clause (i) and instructions given in accordance
   with the  Depositary's  and the Registrar's  procedures,  the Registrar shall
   reflect on its books and records  the date and an  increase in the  principal
   amount of the U.S. Global Note in an amount equal to the principal  amount of
   the U.S.  Physical Notes to be transferred,  and the Trustee shall cancel the
   U.S. Physical Note so transferred.

     (c) Transfers of Interests in the Offshore Global Note or Offshore Physical
         -----------------------------------------------------------------------
Notes.  The  following  provisions  shall apply with  respect to any transfer of
-----
interests  in the  Offshore  Global  Note or  Offshore  Physical  Notes  to U.S.
Persons:

     (i) prior to the removal of the Private  Placement Legend from the Offshore
   Global  Note or  Offshore  Physical  Notes  pursuant  to  Section  2.02,  the
   Registrar shall refuse to register such transfer; and

     (ii) after such removal,  the Registrar  shall register the transfer of any
   such Note without requiring any additional certification.

     (d) [Intentionally Omitted].

     (e) Transfers to Non-U.S.  Persons at Any Time.  The  following  provisions
         ------------------------------------------
shall apply with respect to any transfer of a Note to a Non-U.S. Person:


                                       30


<PAGE>

     (i) Prior to June 21,  2009,  the  Registrar  shall  register  any proposed
   transfer  of a Note to any  Non-U.S.  Person  upon  receipt of a  certificate
   substantially in the form of Exhibit D from the proposed transferor.


     (ii) On and after June 21, 2009, the Registrar  shall register any proposed
   transfer  to any  Non-U.S.  Person  if the Note to be  transferred  is a U.S.
   Physical  Note or an interest in the U.S.  Global Note only upon receipt of a
   certificate  substantially  in  the  form  of  Exhibit  D from  the  proposed
   transferor.

     (iii)  (a)  If  the  proposed  Transferor  is an  Agent  Member  holding  a
   beneficial interest in the U.S. Global Note, upon receipt by the Registrar of
   (x)  the  documents  required  by  paragraph  (i)  and  (y)  instructions  in
   accordance  with  the  Depositary's  and  the  Registrar's  procedures,   the
   Registrar  shall  reflect on its books and records the date and a decrease in
   the principal  amount at maturity of the U.S.  Global Note in an amount equal
   to the principal  amount at maturity of the  beneficial  interest in the U.S.
   Global Note to be transferred, and (b) if the proposed transferee is an Agent
   Member,  upon receipt by the  Registrar of  instructions  given in accordance
   with the  Depositary's  and the Registrar's  procedures,  the Registrar shall
   reflect on its books and records  the date and an  increase in the  principal
   amount at maturity  of the  Offshore  Global  Note in an amount  equal to the
   principal  amount at maturity of the U.S.  Physical Notes or the U.S.  Global
   Notes,  as the case may be, to be  transferred,  and the Trustee shall cancel
   the Physical  Note, if any, so transferred or decrease the amount of the U.S.
   Global Note.

     (f) Private Placement Legend. Upon the transfer, exchange or replacement of
         ------------------------
Notes not bearing the Private  Placement  Legend,  the  Registrar  shall deliver
Notes that do not bear the Private Placement Legend. Upon the transfer, exchange
or  replacement  of Notes bearing the Private  Placement  Legend,  the Registrar
shall  deliver only Notes that bear the Private  Placement  Legend unless either
(i) the Private  Placement  Legend is not required by Section 2.02 or (ii) there
is delivered to the Registrar an Opinion of Counsel  reasonably  satisfactory to
the  Company  and the  Trustee to the effect  that  neither  such legend nor the
related  restrictions  on transfer are required in order to maintain  compliance
with the provisions of the Securities Act.

     (g) General.  By its  acceptance of any Note bearing the Private  Placement
         -------
Legend,  each Holder of such a Note acknowledges the restrictions on transfer of
such Note set forth in this  Indenture and in the Private  Placement  Legend and
agrees that it will transfer such Note only as provided in this  Indenture.  The
Registrar  shall not  register  a  transfer  of any Note  unless  such  transfer
complies  with the  restrictions  on  transfer  of such  Note set  forth in this
Indenture.  In connection with any transfer of Notes,  each Holder agrees by its
acceptance   of  the  Notes  to  furnish  the  Registrar  or  the  Company  such
certifications,  legal  opinions  or other  information  as  either  of them may
reasonably  require to confirm that such  transfer is being made  pursuant to an
exemption from, or a transaction not subject to, the  registration  requirements
of the  Securities  Act;  provided that the  Registrar  shall not be required to
determine (but may rely on a determination  made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.

     The Registrar shall retain copies of all letters, notices and other written
communications  received  pursuant to Section  2.07 or this  Section  2.08.  The
Company  shall have


                                       31


<PAGE>

the right to  inspect  and make  copies of all such  letters,  notices  or other
written  communications  at any  reasonable  time upon the giving of  reasonable
written notice to the Registrar.

     SECTION 2.09.  Replacement Notes. If a mutilated Note is surrendered to the
                    -----------------
Trustee  or if the  Holder  claims  that the Note has been  lost,  destroyed  or
wrongfully  taken, the Company shall issue and the Trustee shall  authenticate a
replacement  Note of like tenor and  principal  amount and  bearing a number not
contemporaneously  outstanding.  If required by the Trustee or the  Company,  an
indemnity  bond must be furnished that is sufficient in the judgment of both the
Trustee and the Company to protect  the  Company,  the Trustee or any Agent from
any loss that any of them may  suffer if a Note is  replaced.  The  Company  may
charge such Holder for its expenses and the expenses of the Trustee in replacing
a Note. In case any such mutilated, lost, destroyed or wrongfully taken Note has
become or is about to become due and payable,  the Company in its discretion may
pay such Note instead of issuing a new Note in replacement thereof.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to the benefits of this Indenture.

     SECTION 2.10.  Outstanding  Notes.  Notes  outstanding  at any time are all
                    ------------------
Notes that have been  authenticated by the Trustee except for those cancelled by
it, those delivered to it for  cancellation  and those described in this Section
2.10 as not outstanding.

     If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding
unless and until the Trustee and the Company receive proof  satisfactory to them
that the replaced Note is held by a bona fide purchaser.

     If the Paying Agent (other than the Company or an Affiliate of the Company)
holds on the maturity  date money  sufficient to pay Notes payable on that date,
then on and after that date such Notes cease to be  outstanding  and interest on
them shall cease to accrue.

     A Note does not cease to be  outstanding  because the Company or one of its
Affiliates holds such Note, provided,  however, that, in determining whether the
Holders of the requisite  principal  amount of the outstanding  Notes have given
any  request,  demand,  authorization,  direction,  notice,  consent  or  waiver
hereunder, Notes owned by the Company or any other obligor upon the Notes or any
Affiliate  of the  Company or of such other  obligor  shall be  disregarded  and
deemed not to be  outstanding,  except that, in determining  whether the Trustee
shall be  protected  in relying upon any such  request,  demand,  authorization,
direction,  notice,  consent or waiver, only Notes which the Trustee knows to be
so owned shall be so disregarded. Notes so owned which have been pledged in good
faith  may  be  regarded  as  outstanding  if  the  pledgee  establishes  to the
satisfaction  of the Trustee the pledgee's  right so to act with respect to such
Notes and that the  pledgee  is not the  Company or any other  obligor  upon the
Notes or any Affiliate of the Company or of such other obligor.

     SECTION  2.11.  Temporary  Notes.  Until  definitive  Notes  are  ready for
                     ----------------
delivery,  the Company may prepare and the Trustee shall authenticate  temporary
Notes.  Temporary Notes shall be  substantially  in the form of definitive Notes
but  may  have  insertions,   substitutions,   omissions  and  other  variations
determined to be appropriate by the Officers  executing the


                                       32


<PAGE>

temporary  Notes,  as evidenced by their  execution of such temporary  Notes. If
temporary  Notes are  issued,  the  Company  will cause  definitive  Notes to be
prepared without  unreasonable delay. After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender of
the temporary  Notes at the office or agency of the Company  designated for such
purpose pursuant to Section 4.02,  without charge to the Holder.  Upon surrender
for  cancellation  of any one or more temporary  Notes the Company shall execute
and the Trustee  shall  authenticate  and  deliver in  exchange  therefor a like
principal  amount of  definitive  Notes of  authorized  denominations.  Until so
exchanged, the temporary Notes shall be entitled to the same benefits under this
Indenture as definitive Notes.

     SECTION  2.12.  Cancellation.  The  Company at any time may  deliver to the
                     ------------
Trustee  for  cancellation  any Notes  previously  authenticated  and  delivered
hereunder which the Company may have acquired in any manner whatsoever,  and may
deliver to the  Trustee  for  cancellation  any Notes  previously  authenticated
hereunder  which the  Company  has not issued and sold.  The  Registrar  and the
Paying  Agent shall  forward to the Trustee  any Notes  surrendered  to them for
transfer,  exchange or payment.  The Trustee shall cancel all Notes  surrendered
for  transfer,  exchange,  payment or  cancellation  and shall  destroy  them in
accordance  with its normal  procedure.  The  Company may not issue new Notes to
replace Notes it has paid in full or delivered to the Trustee for cancellation.

     SECTION  2.13.  CUSIP  Numbers.  The  Company in issuing  the Notes may use
                     --------------
"CUSIP" and "CINS" numbers (if then generally in use), and the Trustee shall use
CUSIP numbers or CINS  numbers,  as the case may be, in notices of redemption or
exchange as a convenience to Holders;  provided that any such notice shall state
that no  representation  is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of redemption or exchange and
that reliance may be placed only on the other identification  numbers printed on
the Notes.

     SECTION 2.14.  Defaulted Interest.  If the Company defaults in a payment of
                    ------------------
interest on the Notes,  it shall pay,  or shall  deposit  with the Paying  Agent
money in immediately  available funds sufficient to pay the defaulted  interest,
plus (to the extent lawful) any interest payable on the defaulted  interest,  to
the Persons who are  Holders on a  subsequent  special  record  date.  A special
record  date,  as used in this  Section  2.14 with respect to the payment of any
defaulted interest, shall mean the 15th day next preceding the date fixed by the
Company  for the  payment of  defaulted  interest,  whether or not such day is a
Business Day. At least 15 days before the  subsequent  special  record date, the
Company  shall mail to each  Holder and to the  Trustee a notice that states the
subsequent  special  record  date,  the payment date and the amount of defaulted
interest to be paid.

     SECTION 2.15.  Issuance of Additional  Notes.  The Company may,  subject to
                    -----------------------------
Article Four of this  Indenture,  issue  additional  Notes under this Indenture.
Each  of  the  Notes  issued  on the  Closing  Date  and  any  additional  Notes
subsequently  issued shall be treated as a single  class for all purposes  under
this Indenture, unless otherwise provided in this Indenture.


                                       33


<PAGE>

                                 ARTICLE THREE
                                   REDEMPTION

     SECTION  3.01.  Right of  Redemption.  (a) The Notes may be redeemed at the
                     --------------------
election of the Company,  in whole or in part, at any time and from time to time
on or after  August 15,  2013 and prior to  maturity,  upon not less than 30 nor
more than 60 days' prior notice mailed by first-class mail to each Holder's last
address as it appears in the  Security  Register,  at the  following  Redemption
Prices  (expressed in percentages of their principal  amount),  plus accrued and
unpaid interest, if any, to the Redemption Date (subject to the right of Holders
of  record  on the  relevant  Regular  Record  Date  that is on or  prior to the
Redemption Date to receive interest due on an Interest Payment Date) if redeemed
during the 12-month period commencing on August 15 of the years set forth below:

     Year                                            Redemption Price
     ----                                            ----------------
     2013.....................................             103.625%
     2014......................................            101.813%
     2015 and thereafter.......................            100.000%

     (b) At any time prior to August 15,  2013,  the  Company  may redeem all or
part of the Notes upon not less than 30 nor more than 60 days' prior notice at a
Redemption  Price equal to the sum of (i) 100% of the principal  amount thereof,
plus  (ii) the  Applicable  Premium  as of the date of  redemption,  plus  (iii)
accrued and unpaid interest,  if any, to the date of redemption  (subject to the
right of Holders of record on the  relevant  Regular  Record  Date that is on or
prior to the  Redemption  Date to receive  interest  due on an Interest  Payment
Date).

     (c) In  addition,  at any time prior to August 15,  2012,  the  Company may
redeem  up to  35% of the  principal  amount  of  the  Notes  originally  issued
(including any additional Notes  originally  issued after the Closing Date) with
the Net Cash Proceeds of one or more sales of the Company's Capital Stock (other
than  Disqualified  Stock) at a Redemption  Price  (expressed as a percentage of
principal  amount)  of  107.250%,  plus  accrued  and  unpaid  interest  to  the
Redemption  Date  (subject  to the right of  Holders  of record on the  relevant
Regular  Record  Date  that is on or prior  to the  Redemption  Date to  receive
interest due on an Interest  Payment  Date);  provided  that at least 65% of the
aggregate  principal amount of Notes originally issued (including any additional
Notes originally  issued after the Closing Date) remains  outstanding after each
such  redemption  and notice of any such  redemption is mailed within 60 days of
each such sale of Capital Stock.

     SECTION  3.02.  Notices to Trustee.  If the Company  elects to redeem Notes
                     ------------------
pursuant  to  Section  3.01,  it shall  notify  the  Trustee  in  writing of the
Redemption Date and the principal amount of Notes to be redeemed.

     The Company shall give each notice  provided for in this Section 3.02 in an
Officers'  Certificate  at least 45 days before the  Redemption  Date  (unless a
shorter period shall be satisfactory to the Trustee).

     SECTION  3.03.  Selection of Notes to Be Redeemed.  If less than all of the
                     ---------------------------------
Notes are to be redeemed at any time,  the Trustee  shall select the Notes to be
redeemed in compliance


                                       34


<PAGE>

with the  requirements,  as  certified to it by the  Company,  of the  principal
national securities  exchange,  if any, on which the Notes are listed or, if the
Notes are not listed on a national securities exchange,  on a pro rata basis, by
lot or by such other  method as the  Trustee in its sole  discretion  shall deem
fair and  appropriate;  provided that no Notes of $1,000 in principal  amount or
less shall be redeemed in part.

     The Trustee shall make the  selection  from the Notes  outstanding  and not
previously called for redemption.  Notes in denominations of $1,000 in principal
amount may only be  redeemed in whole.  The  Trustee  may select for  redemption
portions (equal to $1,000 in principal amount or any integral  multiple thereof)
of Notes  that  have  denominations  larger  than  $1,000 in  principal  amount.
Provisions  of this  Indenture  that apply to Notes called for  redemption  also
apply to portions of Notes called for  redemption.  The Trustee shall notify the
Company and the Registrar  promptly in writing of the Notes or portions of Notes
to be called for redemption.

     SECTION 3.04. Notice of Redemption. With respect to any redemption of Notes
                   --------------------
pursuant  to Section  3.01,  at least 30 days but not more than 60 days before a
Redemption  Date,  the Company  shall mail a notice of redemption by first class
mail to each Holder whose Notes are to be redeemed.

     The notice shall identify the Notes to be redeemed and shall state:

     (i) the Redemption Date;

     (ii) the Redemption Price;

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

     (iv) that Notes called for  redemption  must be  surrendered  to the Paying
   Agent in order to collect the Redemption Price;

     (v) that,  unless the Company  defaults in making the  redemption  payment,
   interest  on Notes  called for  redemption  ceases to accrue on and after the
   Redemption  Date and such Notes called for redemption  shall be deemed not to
   be outstanding  hereunder and shall not be entitled to any benefit under this
   Indenture  except that the only remaining  right of the Holders is to receive
   payment of the Redemption  Price plus accrued interest to the Redemption Date
   upon surrender of the Notes to the Paying Agent;

     (vi)  that,  if any Note is being  redeemed  in part,  the  portion  of the
   principal  amount  (equal  to  $1,000 in  principal  amount  or any  integral
   multiple  thereof)  of such Note to be  redeemed  and that,  on and after the
   Redemption  Date,  upon  surrender  of such  Note,  a new  Note or  Notes  in
   principal  amount equal to the unredeemed  portion  thereof will be reissued;
   and

     (vii)  that,  if any Note  contains a CUSIP  number as  provided in Section
   2.13,  no  representation  is being made as to the  correctness  of the CUSIP
   number  either as  printed  on the  Notes or as  contained  in the  notice of
   redemption  and that reliance may be placed only on the other  identification
   numbers printed on the Notes.


                                       35


<PAGE>

     At the Company's  request  (which  request may be revoked by the Company at
any time prior to the time at which the Trustee  shall have given such notice to
the  Holders),  made in writing to the Trustee at least 45 days (or such shorter
period as shall be satisfactory  to the Trustee)  before a Redemption  Date, the
Trustee  shall give the notice of  redemption  in the name and at the expense of
the Company.  If,  however,  the Company  gives such notice to the Holders,  the
Company  shall  concurrently  deliver to the  Trustee an  Officers'  Certificate
stating that such notice has been given.

     SECTION 3.05. Effect of Notice of Redemption.  Once notice of redemption is
                   ------------------------------
mailed,  Notes called for  redemption  become due and payable on the  Redemption
Date and at the  Redemption  Price.  Upon  surrender  of any Notes to the Paying
Agent,  such Notes shall be paid at the Redemption Price, plus accrued interest,
if any, to the Redemption Date.

     Notice of  redemption  shall be deemed to be given when mailed,  whether or
not the Holder receives the notice.  In any event,  failure to give such notice,
or any defect therein,  shall not affect the validity of the proceedings for the
redemption of Notes held by Holders to whom such notice was properly given.

     SECTION 3.06.  Deposit of Redemption  Price.  On or prior to any Redemption
                    ----------------------------
Date,  the Company  shall  deposit  with the Paying Agent (or, if the Company is
acting as its own Paying Agent, shall segregate and hold in trust as provided in
Section  2.05)  money  sufficient  to pay the  Redemption  Price of and  accrued
interest  on all Notes to be  redeemed on that date other than Notes or portions
thereof  called  for  redemption  on that date that have been  delivered  by the
Company to the Trustee for cancellation.

     SECTION  3.07.  Payment  of Notes  Called  for  Redemption.  If  notice  of
                     ------------------------------------------
redemption has been given in the manner provided above,  the Notes or portion of
Notes  specified  in such notice to be redeemed  shall become due and payable on
the  Redemption  Date at the  Redemption  Price stated  therein,  together  with
accrued interest to such Redemption Date, and on and after such date (unless the
Company shall default in the payment of such Notes at the  Redemption  Price and
accrued  interest to the  Redemption  Date, in which case the  principal,  until
paid, shall bear interest from the Redemption Date at the rate prescribed in the
Notes),  such Notes shall cease to accrue  interest.  Upon surrender of any Note
for  redemption in accordance  with a notice of  redemption,  such Note shall be
paid and redeemed by the Company at the Redemption Price,  together with accrued
interest, if any, to the Redemption Date; provided that installments of interest
whose Stated  Maturity is on or prior to the Redemption Date shall be payable to
the Holders  registered as such at the close of business on the relevant Regular
Record Date.

     SECTION 3.08.  Notes  Redeemed in Part.  Upon surrender of any Note that is
                    -----------------------
redeemed in part,  the Company shall execute and the Trustee shall  authenticate
and deliver to the Holder a new Note equal in principal amount to the unredeemed
portion of such surrendered Note.


                                       36



<PAGE>

                                  ARTICLE FOUR
                                    COVENANTS

     SECTION  4.01.  Payment of Notes.  The Company  shall pay the principal of,
                     ----------------
premium,  if any, and  interest on the Notes on the dates  provided in the Notes
and this Indenture and in money of the United States that at the time of payment
is legal tender for payment of public and private debt. However, the Company may
pay the  principal of,  premium,  if any, and interest on the Notes by its check
payable in such money.  The  Company  may mail an  interest  check to a Holder's
registered  address (as reflected in the Security  Register) unless a Holder has
given wire transfer instructions to the Company.

     An  installment  of  principal,  premium,  if any,  or  interest  shall  be
considered  paid on the date due if the Trustee or Paying  Agent (other than the
Company, a Subsidiary of the Company,  or any Affiliate of any of them) holds on
that date money  designated  for and sufficient to pay the  installment.  If the
Company or any  Subsidiary of the Company or any Affiliate of any of them,  acts
as Paying Agent, an installment of principal, premium, if any, or interest shall
be considered paid on the due date if the entity acting as Paying Agent complies
with the last sentence of Section  2.05.  As provided in Section 6.09,  upon any
bankruptcy  or  reorganization  procedure  relative to the Company,  the Trustee
shall serve as the Paying Agent, if any, for the Notes.

     The Company shall pay interest on overdue principal,  premium,  if any, and
interest on overdue installments of interest,  to the extent lawful, at the rate
per annum specified in the Notes.

     SECTION 4.02. Maintenance of Office or Agency. The Company will maintain in
                   -------------------------------
the Borough of  Manhattan,  The City of New York an office or agency where Notes
may be surrendered for  registration of transfer or exchange or for presentation
for payment  and where  notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location,  and any change in the location,  of such
office or agency.  If at any time the Company  shall fail to  maintain  any such
required  office or agency or shall fail to furnish the Trustee with the address
thereof,  such  presentations,  surrenders,  notices  and demands may be made or
served at the address of the Trustee set forth in Section 11.02.

     The Company may also from time to time  designate one or more other offices
or agencies where the Notes may be presented or surrendered  for any or all such
purposes and may from time to time rescind such  designations;  provided that no
such  designation  or rescission  shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York for such  purposes.  The Company will give prompt  written notice to
the  Trustee  of any such  designation  or  rescission  and of any change in the
location of any such other office or agency.

     The Company hereby initially designates U.S. Bank National Association, 100
Wall Street,  16th Floor,  New York,  New York 10005,  located in the Borough of
Manhattan,  The City of New York,  as such office of the  Company in  accordance
with Section 2.04.


                                       37


<PAGE>

     SECTION  4.03.  Limitation on  Indebtedness.  (a) The Company will not, and
                     ---------------------------
will not permit any of its Restricted  Subsidiaries  to, Incur any  Indebtedness
(other than the Notes and Indebtedness  existing on the Closing Date);  provided
that the Company and its  Restricted  Subsidiaries  may Incur  Indebtedness  if,
after giving effect to the Incurrence of such  Indebtedness  and the receipt and
application  of the proceeds  therefrom,  the Interest  Coverage  Ratio would be
greater than 2.0:1.

     Notwithstanding  the foregoing,  the Company and any Restricted  Subsidiary
may  Incur  each and all of the  following:  (i)  Indebtedness  in an  aggregate
principal amount not to exceed, at any one time outstanding,  the greater of (x)
$1.9  billion,  less any  amount  of such  Indebtedness  permanently  repaid  as
provided  under Section 4.11,  and (y) the Secured Debt Cap on the date on which
the  Indebtedness  was  Incurred;  (ii)  Indebtedness  owed  (A) to the  Company
evidenced by an  unsubordinated  promissory note or (B) to any of its Restricted
Subsidiaries;  provided that (x) any event which results in any such  Restricted
Subsidiary ceasing to be a Restricted  Subsidiary or any subsequent  transfer of
such Indebtedness  (other than to the Company or another Restricted  Subsidiary)
shall be deemed,  in each case, to constitute an Incurrence of such Indebtedness
not  permitted by this clause (ii) and (y) if the Company is the obligor on such
Indebtedness,  such  Indebtedness  must be  expressly  subordinated  in right of
payment to the Notes;  (iii)  Indebtedness  issued in  exchange  for, or the net
proceeds of which are used to refinance or refund, then outstanding Indebtedness
(other than  Indebtedness  Incurred under clause (i), (ii), (iv), (vi) or (x) of
this paragraph) and any refinancings  thereof in an amount not to exceed (x) the
amount so refinanced or refunded  (plus  premiums,  accrued  interest,  fees and
expenses) or (y) in the case of term loans Incurred under the Credit  Agreement,
the amount of term loans  outstanding  under the Credit Agreement on the Closing
Date  after  giving  effect to the  application  of net  proceeds  of the Notes;
provided that Indebtedness the proceeds of which are used to refinance or refund
the Notes or  Indebtedness  that is pari passu with, or subordinated in right of
payment to, the Notes shall only be permitted  under this clause (iii) if (A) in
case the Notes are  refinanced in part or the  Indebtedness  to be refinanced is
pari passu with the Notes, the new Indebtedness, by its terms or by the terms of
any  agreement  or  instrument  pursuant  to  which  such  new  Indebtedness  is
outstanding,  is  expressly  made pari passu with,  or  subordinate  in right of
payment to, the remaining  Notes,  (B) in case the Indebtedness to be refinanced
is  subordinated  in right of  payment  to the Notes  (other  than  Indebtedness
existing on the Closing Date under the 6-3/4% Indenture), such new Indebtedness,
by its terms or by the terms of any  agreement or  instrument  pursuant to which
such new  Indebtedness  is issued or  remains  outstanding,  is  expressly  made
subordinate in right of payment to the Notes  remaining  outstanding at least to
the extent that the  Indebtedness to be refinanced is subordinated to the Notes,
(C) the new  Indebtedness,  determined  as of the date of Incurrence of such new
Indebtedness,  does not mature prior to the Stated Maturity of the  Indebtedness
to be refinanced or refunded,  and the Average Life of such new  Indebtedness is
at  least  equal  to  the  remaining  Average  Life  of the  Indebtedness  to be
refinanced or refunded and (D) in no event may  Indebtedness of the Company that
is pari passu with, or subordinated  to, the Notes be refinanced by means of any
Indebtedness  of any  Restricted  Subsidiary  pursuant  to  this  clause  (iii),
provided  further that subclauses (A) through (D) of this clause (iii) shall not
apply to any refinancing or refunding of the Credit Agreement; (iv) Indebtedness
(A) in respect of  performance,  surety or appeal bonds provided in the ordinary
course of business, (B) under Currency Agreements,  Interest Rate Agreements and
commodity hedging  agreements that are designed solely to protect the Company or
its Restricted  Subsidiaries  against  fluctuations in foreign currency exchange
rates,  interest rates or commodity


                                       38


<PAGE>

prices and do not increase the  Indebtedness  of the obligor  outstanding at any
time other than as a result of fluctuations in foreign currency  exchange rates,
interest  rates,  commodity  prices  or  by  reason  of  fees,  indemnities  and
compensation  payable thereunder,  and (C) arising from agreements providing for
indemnification,  adjustment of purchase price or similar  obligations,  or from
Guarantees or letters of credit,  surety bonds or performance bonds securing any
obligations  of the Company or any of its  Restricted  Subsidiaries  pursuant to
such agreements,  in any case Incurred in connection with the disposition of any
business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness
Incurred by any Person acquiring all or any portion of such business,  assets or
Restricted  Subsidiary  for the purpose of  financing  such  acquisition),  in a
principal  amount  not to exceed the gross  proceeds  actually  received  by the
Company or any Restricted  Subsidiary in connection with such  disposition;  (v)
Indebtedness of the Company, to the extent the net proceeds thereof are promptly
(A) used to purchase  Notes tendered in an Offer to Purchase made as a result of
a Change in Control or (B)  deposited  to defease or satisfy and  discharge  the
Notes  as  described  in  Section  8.01,   8.02  or  8.03;  (vi)  Guarantees  of
Indebtedness  of the  Company  and  Restricted  Subsidiaries  to the extent such
Indebtedness  is  otherwise  permitted to be Incurred  under this Section  4.03,
provided  that in the  case of a  Guarantee  by a  Restricted  Subsidiary,  such
Restricted Subsidiary complies with Section 4.07 to the extent applicable; (vii)
obligations  in  respect  of  letters  of  credit  not  to  exceed  $60  million
outstanding at any one time;  (viii) the incurrence by the Company or any of its
Restricted   Subsidiaries   of   Indebtedness   represented   by  Capital  Lease
Obligations,  mortgage  financings or purchase money obligations,  in each case,
incurred for the purpose of financing  all or any part of the purchase  price or
cost of construction or improvement of property,  plant or equipment used in the
Company's  business  or  the  business  of  such  Restricted  Subsidiary,  in an
aggregate principal amount at any time outstanding not to exceed 15% of Adjusted
Consolidated Net Tangible Assets; (ix) the incurrence by a Securitization Entity
of Indebtedness in a Qualified  Securitization  Transaction that is Non-Recourse
Debt with  respect to the Company and its  Restricted  Subsidiaries  (other than
Securitization  Entities),  except for Standard Securitization  Undertakings and
Limited Originator  Recourse,  provided that any event which results in any such
Securitization  Entity ceasing to be a Securitization  Entity shall be deemed to
constitute an Incurrence of such Indebtedness not permitted by this clause (ix);
and (x) other  Indebtedness in an aggregate  principal amount not to exceed $150
million outstanding at any one time.

     (b)  Notwithstanding  any other provision of this Section 4.03, the maximum
amount of  Indebtedness  that the Company or a Restricted  Subsidiary  may Incur
pursuant to this Section 4.03 shall not be deemed to be exceeded with respect to
any outstanding  Indebtedness solely as a result of fluctuations in the exchange
rates of currencies.

     (c) For purposes of determining any particular amount of Indebtedness under
this Section 4.03, (1) Guarantees,  Liens or obligations with respect to letters
of credit  supporting  Indebtedness  otherwise  included in the determination of
such particular  amount shall not be included and (2) any Liens granted pursuant
to the equal and ratable  provisions  referred  to in Section  4.09 shall not be
treated as  Indebtedness.  For  purposes  of  determining  compliance  with this
Section 4.03, in the event that an item of Indebtedness or portion thereof meets
the  criteria  of more than one of the types of  Indebtedness  described  in the
above clauses, the Company, in its sole discretion,  shall classify such item of
Indebtedness  or such portion thereof and only be required to include the amount
and  type  of such  Indebtedness  or  portion  thereof  in one of such  clauses.
Revolving  loans Incurred under the Credit  Agreement on or prior to the Closing
Date


                                       39


<PAGE>

shall be treated as Incurred  pursuant to clause (i) of the second  paragraph of
Section 4.03(a).  Term loans Incurred under the Credit Agreement and outstanding
on the Closing Date after giving effect to the  application  of the net proceeds
of the Notes  shall be  treated  as  Incurred  pursuant  to the  2.0:1  Interest
Coverage Ratio  requirement set forth in the first paragraph of subparagraph (a)
of this  Section  4.03 or, in the  Company's  sole  discretion,  pursuant to any
applicable  clause of the second  paragraph of subparagraph  (a) of this Section
4.03.  The Company  shall not Incur any  Indebtedness  if such  Indebtedness  is
contractually  subordinate in right of payment to any other senior  Indebtedness
unless such Indebtedness is also subordinate in right of payment to the Notes to
the same extent. For purposes of foregoing, no Indebtedness will be deemed to be
subordinated in right of payment to any other Indebtedness of the Company solely
by virtue of being unsecured, by virtue of being secured by different collateral
or by virtue of the fact  that the  holders  of any  secured  Indebtedness  have
entered  into  intercreditor  agreements  giving  one or more  of  such  holders
priority over the other holders in the collateral held by them.

     SECTION 4.04. Limitation on Restricted Payments.  The Company will not, and
                   ---------------------------------
will not permit any  Restricted  Subsidiary  to,  directly  or  indirectly,  (i)
declare or pay any dividend or make any  distribution  on or with respect to its
Capital  Stock  held  by  Persons  other  than  the  Company  or its  Restricted
Subsidiaries (other than (x) dividends or distributions payable solely in shares
of its Capital Stock (other than Disqualified Stock) or in options,  warrants or
other rights to acquire  shares of such Capital Stock and (y) pro rata dividends
or  distributions  on Common Stock of Restricted  Subsidiaries  held by minority
stockholders,  provided that such  dividends do not in the aggregate  exceed the
minority  stockholders'  pro rata  share of such  Restricted  Subsidiaries'  net
income from the first day of the fiscal quarter beginning  immediately following
the Closing Date), (ii) purchase,  redeem, retire or otherwise acquire for value
any shares of Capital  Stock of (A) the  Company or an  Unrestricted  Subsidiary
(including  options,  warrants or other rights to acquire such shares of Capital
Stock) held by any Person or (B) a  Restricted  Subsidiary  (including  options,
warrants or other  rights to acquire  such shares of Capital  Stock) held by any
Affiliate of the Company  (other than a Wholly Owned  Restricted  Subsidiary) or
any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock
of the Company,  (iii) make any  voluntary  or optional  principal  payment,  or
voluntary or optional redemption,  repurchase,  defeasance, or other acquisition
or retirement for value,  of Indebtedness of the Company that is subordinated in
right  of  payment  to the  Notes  or (iv)  make any  Investment,  other  than a
Permitted  Investment,  in  any  Person  (such  payments  or any  other  actions
described  in clauses (i)  through  (iv) above  being  collectively  "Restricted
Payments")  if,  at the time of,  and  after  giving  effect  to,  the  proposed
Restricted Payment: (A) a Default or Event of Default shall have occurred and be
continuing, (B) the Company could not Incur at least $1.00 of Indebtedness under
the first  paragraph  of  Section  4.03(a)  or (C) the  aggregate  amount of all
Restricted Payments (the amount, if other than in cash, to be determined in good
faith by the Board of Directors,  whose  determination  shall be conclusive  and
evidenced by a Board Resolution) made after June 9, 1997 shall exceed the sum of
(1) 50% of the aggregate amount of the Adjusted  Consolidated Net Income (or, if
the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such
loss)  (determined by excluding income resulting from transfers of assets by the
Company or a Restricted  Subsidiary to an Unrestricted  Subsidiary) accrued on a
cumulative basis during the period (taken as one accounting period) beginning on
April 1, 1997 and ending on the last day of the last  fiscal  quarter  preceding
the  Transaction  Date for which reports have been filed with the  Commission or
provided to the Trustee pursuant to


                                       40


<PAGE>

Section 4.18 plus (2) the aggregate  Net Cash  Proceeds  received by the Company
after June 9, 1997 from (a) capital  contributions,  (b) the  issuance  and sale
permitted by the Indenture of its Capital Stock (other than Disqualified  Stock)
to a Person who is not a  Subsidiary  of the  Company,  including an issuance or
sale  permitted by the Indenture of  Indebtedness  of the Company for cash after
June 9, 1997 upon the conversion of such  Indebtedness into Capital Stock (other
than Disqualified  Stock) of the Company, or (c) the issuance to a Person who is
not a  Subsidiary  of the Company of any  options,  warrants or other  rights to
acquire  Capital  Stock  of  the  Company  (in  each  case,   exclusive  of  any
Disqualified Stock or any options,  warrants or other rights that are redeemable
at the option of the holder, or are required to be redeemed, prior to the Stated
Maturity  of the  Notes)  plus  (3) an  amount  equal  to the net  reduction  in
Investments (other than reductions in Permitted Investments and Investments made
pursuant  to the next  paragraph)  in any  Person  resulting  from  payments  of
interest on Indebtedness,  dividends,  repayments of loans or advances, or other
transfers of assets, in each case to the Company or any Restricted Subsidiary or
from the Net Cash Proceeds from the sale of any such Investment (except, in each
case, to the extent any such payment or proceeds are included in the calculation
of Adjusted  Consolidated Net Income),  or from  redesignations  of Unrestricted
Subsidiaries as Restricted  Subsidiaries (valued in each case as provided in the
definition  of  "Investments"),  not to  exceed,  in each  case,  the  amount of
Investments  previously made by the Company or any Restricted Subsidiary in such
Person or Unrestricted Subsidiary after June 9, 1997.

     The foregoing provision shall not be violated by reason of: (i) the payment
of any dividend or the consummation of any irrevocable redemption within 60 days
after the date of  declaration  of such  dividend or the giving of any notice of
irrevocable  redemption,  as the case may be, if, at the date of  declaration or
the giving of any notice, such payment or redemption,  as the case may be, would
comply with the foregoing paragraph; (ii) the redemption, repurchase, defeasance
or  other   acquisition  or  retirement  for  value  of  Indebtedness   that  is
subordinated  in right of payment to the Notes  including  premium,  if any, and
accrued  and  unpaid  interest,  with  the  proceeds  of,  or in  exchange  for,
Indebtedness  Incurred  under  clause  (iii) of the second  paragraph of Section
4.03(a); (iii) the repurchase,  redemption or other acquisition of Capital Stock
of the Company (or  options,  warrants or other  rights to acquire  such Capital
Stock) in exchange  for, or out of the  proceeds of a  substantially  concurrent
offering  of,  shares of Capital  Stock (other than  Disqualified  Stock) of the
Company (or options,  warrants or other  rights to acquire such Capital  Stock);
(iv)  the  making  of  any  principal  payment  or the  repurchase,  redemption,
retirement,  defeasance or other  acquisition  for value of  Indebtedness of the
Company which is  subordinated in right of payment to the Notes in exchange for,
or out of the proceeds of a  substantially  concurrent  offering  of,  shares of
Capital  Stock  (other than  Disqualified  Stock) of the  Company  (or  options,
warrants or other rights to acquire such Capital  Stock of the  Company),  in an
amount not to exceed  100% of the Net Cash  Proceeds of such  offering  that are
contributed to the Company,  plus the amount of any premiums applicable thereto;
(v) payments or distributions, to dissenting stockholders pursuant to applicable
law,  pursuant to or in connection with a  consolidation,  merger or transfer of
assets  that  complies  with  Article  Five;  (vi)  the  purchase,   redemption,
acquisition,  cancellation  or other  retirement  for value of shares of Capital
Stock of the Company or any Restricted Subsidiary, options on any such shares or
related  stock  appreciation  rights or similar  securities  held by officers or
employees or former  officers or employees  (or their  estates or  beneficiaries
under their  estates)  and which were  issued  pursuant to any stock based plan,
upon death,  disability,  retirement or termination of employment or pursuant to
the terms of such  stock  based  plan or any other  agreement  under


                                       41


<PAGE>

which such Capital Stock,  options,  related rights or similar  securities  were
issued;  provided that the aggregate cash  consideration paid for such purchase,
redemption,  acquisition,  cancellation  or other  retirement  for value of such
shares of Capital Stock, options, related rights or similar securities after the
Closing  Date does not exceed $3 million;  provided  that any purchase of shares
underlying  vested  restricted stock units for withholding tax purposes will not
be subject to the foregoing $3 million  limitation;  (vii)  Investments,  not to
exceed  15% of  Adjusted  Consolidated  Net  Tangible  Assets  at any  one  time
outstanding;  (viii) the declaration and payment of dividends on Common Stock in
an amount not to exceed $60 million per annum; provided,  that up to $10 million
of such amount  that is not  utilized  by the  Company to pay  dividends  in any
calendar  year may be carried  forward  to any  subsequent  year;  or (ix) other
Restricted  Payments in an aggregate amount since the Closing Date not to exceed
$75 million under this clause (ix); provided that, except in the case of clauses
(i),  (ii),  (iii),  (v),  (viii) and (ix), no Default or Event of Default shall
have  occurred and be  continuing  or occur as a  consequence  of the actions or
payments set forth therein.

     Each  Restricted  Payment  permitted  pursuant to the  preceding  paragraph
(other  than the  Restricted  Payment  referred to in clause  (ii)  thereof,  an
exchange  of Capital  Stock for  Capital  Stock or  Indebtedness  referred to in
clause (iii) or (iv) thereof,  Restricted Payments referred to in the proviso in
clause (vi) thereof,  and an Investment referred to in clause (vii) thereof) and
the Net Cash Proceeds from any issuance of Capital Stock  referred to in clauses
(iii) and (iv) shall be included in calculating whether the conditions of clause
(C) of the first  paragraph  of this  Section 4.04 have been met with respect to
any subsequent  Restricted  Payment. In the event the proceeds of an issuance of
Capital  Stock of the Company are used for the  redemption,  repurchase or other
acquisition  of the Notes,  or  Indebtedness  that is pari passu with the Notes,
then the Net Cash Proceeds of such  issuance  shall be included in clause (C) of
the first  paragraph of this  Section 4.04 only to the extent such  proceeds are
not used for such redemption, repurchase or other acquisition of Indebtedness.

     SECTION  4.05.  Limitation  on  Dividends  and Other  Payment  Restrictions
                     -----------------------------------------------------------
Affecting Restricted Subsidiaries. The Company will not, and will not permit any
---------------------------------
Restricted Subsidiary to, create or otherwise cause or suffer to exist or become
effective any  consensual  encumbrance or restriction of any kind on the ability
of  any   Restricted   Subsidiary  to  (i)  pay  dividends  or  make  any  other
distributions  permitted  by  applicable  law  on  any  Capital  Stock  of  such
Restricted  Subsidiary owned by the Company or any other Restricted  Subsidiary,
(ii)  pay  any  Indebtedness  owed  to  the  Company  or  any  other  Restricted
Subsidiary,  (iii) make loans or advances to the Company or any other Restricted
Subsidiary  or (iv) transfer any of its property or assets to the Company or any
other Restricted Subsidiary.

     The  foregoing   provisions   shall  not  restrict  any   encumbrances   or
restrictions:  (i)  existing on the Closing Date in the Credit  Agreement,  this
Indenture, the 6-3/4% Indenture or any other agreements in effect on the Closing
Date, and any modifications,  extensions, refinancings,  substitutions, renewals
or  replacements  of  such  agreements;   provided  that  the  encumbrances  and
restrictions in any such modifications, extensions, refinancings, substitutions,
renewals or  replacements  are no less favorable in any material  respect to the
Holders than those encumbrances or restrictions that are then in effect and that
are being modified, substituted, extended, refinanced, renewed or replaced; (ii)
existing  under or by reason of applicable  law;  (iii) existing with respect to
any Person or the  property or assets of such Person  acquired by the


                                       42


<PAGE>

Company or any Restricted  Subsidiary,  existing at the time of such acquisition
and not incurred in contemplation  thereof,  which  encumbrances or restrictions
are not  applicable  to any Person or the property or assets of any Person other
than such Person or the property or assets of such Person so  acquired;  (iv) in
the case of clause (iv) of the first  paragraph of this Section  4.05,  (A) that
restrict in a customary  manner the  subletting,  assignment  or transfer of any
property or asset that is a lease,  license,  conveyance  or contract or similar
property or asset,  (B)  existing by virtue of any  transfer  of,  agreement  to
transfer, option or right with respect to, or Lien on, any property or assets of
the  Company or any  Restricted  Subsidiary  not  otherwise  prohibited  by this
Indenture  or (C) arising or agreed to in the ordinary  course of business,  not
relating to any Indebtedness, and that do not, individually or in the aggregate,
detract  from the value of property  or assets of the Company or any  Restricted
Subsidiary   in  any  manner   material  to  the  Company  and  its   Restricted
Subsidiaries,  taken as a whole; (v) with respect to a Restricted Subsidiary and
imposed  pursuant to an  agreement  that has been  entered  into for the sale or
disposition of all or substantially all of the Capital Stock of, or property and
assets of, such Restricted Subsidiary;  (vi) agreements with principal customers
restricting  the transfer of assets (or entities  owning  assets)  substantially
dedicated  to  products  sold to  such  customers;  (vii)  with  respect  to any
Restricted  Subsidiary that is intended to be a special purpose financing entity
and into which the Company and the other Restricted Subsidiaries do not make any
material  Investment of assets other than accounts receivable and, to the extent
required by the financing agreements of such Restricted Subsidiary, cash; (viii)
with  respect  to any  Purchase  Money  Note,  or  other  Indebtedness  or other
contractual  requirements  of a  Securitization  Entity  in  connection  with  a
Qualified Securitization  Transaction;  provided that such restrictions may only
apply to such  Securitization  Entity;  (ix) with  respect to any  agreement  or
instrument governing Indebtedness of any foreign Restricted Subsidiary; provided
that the Company  determines that any such  encumbrance or restriction  will not
materially  affect the Company's  ability to make principal or interest payments
on the Notes; or (x) contained in the terms of any Indebtedness or any agreement
pursuant  to which such  Indebtedness  was issued (in each case by a  Restricted
Subsidiary  in  compliance   with  Section  4.03)  if  (A)  the  encumbrance  or
restriction  applies  only in the event of a payment  default or a default  with
respect to a financial covenant contained in such Indebtedness or agreement, (B)
the  encumbrance or restriction is not materially  more  disadvantageous  to the
holders of the Notes than is customary in comparable  financings  (as determined
by the  Company),  (C) the  Company  determines  that  any such  encumbrance  or
restriction will not materially affect its ability to make principal or interest
payments on the Notes, (D) such encumbrance or restriction expressly states that
such Restricted  Subsidiary shall be entitled to take the actions referred to in
clauses (i)  through  (iv) of the first  paragraph  of this  Section  4.05 in an
amount  not to exceed  50% of the  consolidated  net  income of such  Restricted
Subsidiary  (after making  adjustments  thereto in the nature of the adjustments
referred to in the definition of "Adjusted Consolidated Net Income") and (E) the
Investments  made  by the  Company  and  its  Restricted  Subsidiaries  in  such
Restricted  Subsidiary are reasonably related to the business of such Restricted
Subsidiary.  Nothing contained in this Section 4.05 shall prevent the Company or
any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to
exist any Liens otherwise  permitted in Section 4.09 or (2) restricting the sale
or  other  disposition  of  property  or  assets  of the  Company  or any of its
Restricted  Subsidiaries  that secure  Indebtedness of the Company or any of its
Restricted Subsidiaries.

     SECTION  4.06.  Limitation  on the  Issuance  and Sale of Capital  Stock of
                     -----------------------------------------------------------
Restricted  Subsidiaries.  The  Company  will not sell,  and will not permit any
------------------------
Restricted


                                       43


<PAGE>

Subsidiary,  directly  or  indirectly,  to issue or sell,  any shares of Capital
Stock of a Restricted Subsidiary (including options, warrants or other rights to
purchase  shares of such  Capital  Stock)  except (i) to the Company or a Wholly
Owned  Restricted  Subsidiary;  (ii) in  connection  with  stock  splits,  stock
dividends and similar  issuances which do not decrease the percentage  ownership
of the Company or the percentage ownership of a Restricted Subsidiary;  (iii) to
joint venture partners;  (iv) issuances of directors' qualifying shares or sales
to  foreign  nationals  of  shares  of  Capital  Stock  of  foreign   Restricted
Subsidiaries,  to the extent  required by  applicable  law; (v) if,  immediately
after giving effect to such issuance or sale, such Restricted  Subsidiary  would
no longer  constitute a Restricted  Subsidiary and any Investment in such Person
remaining after giving effect to such issuance or sale would have been permitted
to be made under  Section 4.04 if made on the date of such  issuance or sale; or
(vi) issuances or sales of Common Stock of Restricted  Subsidiaries the Net Cash
Proceeds  of which (if any) are  applied as provided in clause (A) or (B) of the
first paragraph of Section 4.11.

     SECTION   4.07.   Limitation  on  Issuances  of  Guarantees  by  Restricted
                       ---------------------------------------------------------
Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or
------------
indirectly,   to  Guarantee  any   Indebtedness   of  the  Company  (other  than
Indebtedness  Incurred  under  clause  (i) of the  second  paragraph  of Section
4.03(a))  ("Guaranteed  Indebtedness"),  unless (i) such  Restricted  Subsidiary
simultaneously  executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee (a "Subsidiary  Guarantee") of payment of the Notes by
such Restricted  Subsidiary and (ii) such Restricted Subsidiary waives, and will
not in any manner  whatsoever  claim or take the  benefit or  advantage  of, any
rights of  reimbursement,  indemnity or  subrogation or any other rights against
the  Company or any other  Restricted  Subsidiary  as a result of any payment by
such Restricted Subsidiary under its Subsidiary Guarantee until such time as the
Notes have been paid in full in cash;  provided that this paragraph shall not be
applicable to any  Guarantee of any  Restricted  Subsidiary  that existed at the
time  such  Person  became  a  Restricted  Subsidiary  and was not  Incurred  in
connection  with,  or in  contemplation  of, such Person  becoming a  Restricted
Subsidiary.  If the  Guaranteed  Indebtedness  is (A) pari passu with the Notes,
then the Guarantee of such Guaranteed  Indebtedness shall be pari passu with, or
subordinated  to,  the  Subsidiary  Guarantee  or (B)  subordinated  in right of
payment to the Notes, then the Guarantee of such Guaranteed  Indebtedness  shall
be  subordinated  to the  Subsidiary  Guarantee  at least to the extent that the
Guaranteed Indebtedness is subordinated to the Notes.

     Notwithstanding  the foregoing,  any  Subsidiary  Guarantee by a Restricted
Subsidiary  shall  provide  by its  terms  that it  shall be  automatically  and
unconditionally released and discharged upon (i) any sale, exchange or transfer,
to any Person not an Affiliate of the Company,  of all of the Company's and each
Restricted Subsidiary's Capital Stock in, or all or substantially all the assets
of,  such  Restricted  Subsidiary  (which  sale,  exchange  or  transfer  is not
prohibited by this  Indenture) or (ii) the release or discharge of the Guarantee
which resulted in the creation of such Subsidiary Guarantee,  except a discharge
or release by or as a result of payment under such Guarantee.

     SECTION 4.08.  Limitation on Transactions with Stockholders and Affiliates.
                    ------------------------------------------------------------
The Company will not, and will not permit any Restricted Subsidiary to, directly
or indirectly,  enter into, renew or extend any transaction (including,  without
limitation,  the purchase, sale, lease or exchange of property or assets, or the
rendering of any service)  with any holder (or any  Affiliate of such holder) of
10% or more of any class of Capital  Stock of the Company or with


                                       44


<PAGE>

any Affiliate of the Company or any Restricted Subsidiary,  except upon fair and
reasonable terms no less favorable to the Company or such Restricted  Subsidiary
than could be obtained,  at the time of such transaction or, if such transaction
is  pursuant  to a  written  agreement,  at the  time  of the  execution  of the
agreement providing therefor,  in a comparable  arm's-length  transaction with a
Person that is not such a holder or an Affiliate.

     The  foregoing  limitation  does not  limit,  and  shall  not  apply to (i)
transactions  (A)  approved  by a majority of the  disinterested  members of the
Board of  Directors  or (B) for which the  Company  or a  Restricted  Subsidiary
delivers to the Trustee a written opinion of a nationally  recognized investment
banking  firm  stating  that  the  transaction  is fair to the  Company  or such
Restricted  Subsidiary  from a  financial  point of view;  (ii) any  transaction
between the Company and any of its Restricted Subsidiaries or between Restricted
Subsidiaries;  (iii) the payment of  reasonable  and  customary  regular fees to
directors of the Company who are not employees of the Company; (iv) any payments
or other transactions  pursuant to any tax-sharing agreement between the Company
and any other Person with which the Company files a  consolidated  tax return or
with which the Company is part of a consolidated group for tax purposes; (v) any
Restricted  Payments not  prohibited  by Section  4.04;  and (vi) the payment of
salary, bonus, benefits, severance and other compensation to any employee of the
Company or of any of its  Restricted  Subsidiaries,  in their  capacity as such,
that is a holder of 10% or more of any class of the Company's  Capital Stock, as
determined  and  approved  by  the  Board  of  Directors.   Notwithstanding  the
foregoing,  any  transaction  or series of related  transactions  covered by the
first  paragraph  of this  Section  4.08 and not covered by clauses (ii) through
(vi) of this paragraph, (a) the aggregate amount of which exceeds $20 million in
value,  must be approved or determined to be fair in the manner  provided for in
clause  (i)(A) or (B) above and (b) the  aggregate  amount of which  exceeds $50
million in value,  must be determined  to be fair in the manner  provided for in
clause (i)(B) above.

     SECTION  4.09.  Limitation  on Liens.  The Company  will not,  and will not
                     --------------------
permit any Restricted  Subsidiary to, create,  incur,  assume or suffer to exist
any Lien on any of its assets or properties of any  character,  or any shares of
Capital Stock or  Indebtedness  of any  Restricted  Subsidiary,  without  making
effective  provision  for all of the Notes and all other  amounts due under this
Indenture to be directly secured equally and ratably with (or, if the obligation
or liability to be secured by such Lien is  subordinated  in right of payment to
the Notes, prior to) the obligation or liability secured by such Lien until such
time as such obligation or liability is no longer secured by a Lien.

     The  foregoing  limitation  does not  apply to (i)  Liens  existing  on the
Closing Date; (ii) Liens granted after the Closing Date on any assets or Capital
Stock of the Company or the Capital Stock of any Restricted  Subsidiary  created
in favor of the Holders;  (iii) Liens with respect to the assets of a Restricted
Subsidiary granted by such Restricted  Subsidiary to the Company or a Restricted
Subsidiary to secure  Indebtedness owing to the Company or such other Restricted
Subsidiary;  (iv) Liens  securing  Indebtedness  which is Incurred to  refinance
secured Indebtedness which is permitted to be Incurred under clause (iii) of the
second paragraph of Section 4.03(a);  provided that such Liens (other than Liens
securing  Indebtedness under the Credit Agreement) do not extend to or cover any
property or assets of the Company or any  Restricted  Subsidiary  other than the
property or assets securing the Indebtedness being refinanced;  (v) Liens on any
property or assets of a Restricted Subsidiary that is not a Subsidiary


                                       45


<PAGE>

Guarantor securing  Indebtedness of such Restricted  Subsidiary  permitted under
Section 4.03; (vi) Liens to secure Indebtedness Incurred under clause (i) of the
second  paragraph of Section 4.03(a) and clause (iv)(B) of the second  paragraph
of Section 4.03(a);  (vii) Permitted Liens; (viii) Liens not otherwise permitted
hereunder  to the  extent  securing  liabilities  not in excess of $100  million
outstanding at any one time; or (ix) Liens securing the Attributable  Debt in an
amount not in excess of $100 million outstanding at any one time.

     SECTION 4.10.  Limitation on Sale and Leaseback  Transactions.  The Company
                    ----------------------------------------------
will not, and will not permit any Restricted  Subsidiary to, enter into any Sale
and Leaseback  Transaction involving any of its assets or properties whether now
owned  or  hereafter  acquired;  provided,  however,  that  the  Company  or any
Restricted Subsidiary may enter into a Sale and Leaseback Transaction if (i) the
consideration  received in such Sale and Leaseback Transaction is at least equal
to the fair market value of the property so sold or otherwise transferred;  (ii)
the Company or such Restricted Subsidiary, as applicable,  would be permitted to
grant a Lien to secure  Indebtedness  under  Section  4.09 in the  amount of the
Attributable Debt in respect of such Sale and Leaseback Transaction; (iii) prior
to and after giving effect to the Attributable  Debt in respect of such Sale and
Leaseback  Transaction,  we and such Restricted  Subsidiary  comply with Section
4.03; and (iv) the Company or such  Restricted  Subsidiary  applies the proceeds
received from such sale in accordance with Section 4.11.

     SECTION 4.11.  Limitation on Asset Sales The Company will not, and will not
                    -------------------------
permit any Restricted  Subsidiary to,  consummate any Asset Sale, unless (i) the
consideration  received by the Company or such Restricted Subsidiary is at least
equal to the fair  market  value of the assets  sold or  disposed of and (ii) at
least 75% of the  consideration  received  consists  of cash or  Temporary  Cash
Investments.  In the event and to the extent that the Net Cash Proceeds received
by the  Company  or any of its  Restricted  Subsidiaries  from one or more Asset
Sales  occurring  on or after the Closing  Date in any period of 12  consecutive
months exceed 15% of Adjusted Consolidated Net Tangible Assets (determined as of
the date  closest  to the  commencement  of such  12-month  period  for  which a
consolidated  balance sheet of the Company and its  Subsidiaries  has been filed
with the Commission  pursuant to Section 4.18),  then the Company shall or shall
cause the relevant  Restricted  Subsidiary to (i) within twelve months after the
date Net Cash  Proceeds so  received  exceed 15% of  Adjusted  Consolidated  Net
Tangible  Assets (A) apply an amount  equal to such excess Net Cash  Proceeds to
permanently repay secured Indebtedness of the Company or any Indebtedness of any
Restricted Subsidiary that has not executed a Subsidiary Guarantee, in each case
owing to a Person other than the Company or any of its  Restricted  Subsidiaries
or (B) invest an equal amount,  or the amount not so applied  pursuant to clause
(A) (or enter into a  definitive  agreement  committing  to so invest  within 12
months  after the date of such  agreement),  in property  or assets  (other than
current  assets)  of a nature  or type or that are used in a  business  (or in a
company  having  property  and  assets  of a nature  or type,  or  engaged  in a
business)  similar or related to the nature or type of the  property  and assets
of, or the business of, the Company and its Restricted  Subsidiaries existing on
the  date of such  investment  and  (ii)  apply  (no  later  than the end of the
12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the
extent  not  applied  pursuant  to  clause  (i)) as  provided  in the  following
paragraph  of this  Section  4.11.  The amount of such excess Net Cash  Proceeds
required to be applied (or to be committed to be applied)  during such  12-month
period as set forth in clause (i) of the  preceding  sentence and not applied as
so required by the end of such period shall constitute "Excess Proceeds".


                                       46


<PAGE>

     If, as of the first day of any  calendar  month,  the  aggregate  amount of
Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this
Section 4.11 totals at least $20 million,  the Company must commence,  not later
than the  fifteenth  Business  Day of such  month,  and  consummate  an Offer to
Purchase  from the Holders  (and,  if required by the terms of any  Indebtedness
that is pari passu with the Notes ("Pari Passu Indebtedness"),  from the holders
of such Pari  Passu  Indebtedness)  on a pro rata basis an  aggregate  principal
amount of Notes (and Pari Passu  Indebtedness)  equal to the Excess  Proceeds on
such date,  at a purchase  price  equal to 100% of the  principal  amount of the
Notes, plus, in each case, accrued interest (if any) to the Payment Date. To the
extent  that  any  Excess  Proceeds  remain  after  consummation  of an Offer to
Purchase  pursuant  to this  Section  4.11,  the  Company  may use those  Excess
Proceeds for any purpose not  otherwise  prohibited  by this  Indenture  and the
amount of Excess Proceeds shall be reset to zero.

     SECTION  4.12.  Repurchase  of Notes upon a Change of Control.  The Company
                     ---------------------------------------------
must commence,  within 30 days after the occurrence of a Change of Control,  and
consummate  an Offer to Purchase for all Notes then  outstanding,  at a purchase
price equal to 101% of the principal  amount thereof,  plus accrued interest (if
any) to the Payment Date.  The Company shall not be required to make an Offer to
Purchase  upon the  occurrence  of a Change of Control if a third party makes an
offer to purchase the Notes in the manner,  at the times and price and otherwise
in compliance with the requirements of this Indenture  applicable to an Offer to
Purchase for a Change of Control and purchases  all Notes  validly  tendered and
not withdrawn in such offer to purchase.

     SECTION  4.13.  Existence.  Subject  to  Articles  Four  and  Five  of this
                     ---------
Indenture,  the  Company  will do or cause to be done all  things  necessary  to
preserve and keep in full force and effect its  existence  and the  existence of
each  of  its  Restricted   Subsidiaries   in  accordance  with  the  respective
organizational  documents of the Company and each such Restricted Subsidiary and
the rights (whether  pursuant to charter,  partnership  certificate,  agreement,
statute or otherwise),  material licenses and franchises of the Company and each
such Restricted  Subsidiary;  provided that the Company shall not be required to
preserve  any  such  right,  license  or  franchise,  or  the  existence  of any
Restricted  Subsidiary,  if the maintenance or preservation thereof is no longer
desirable  in the conduct of the  business  of the  Company  and its  Restricted
Subsidiaries taken as a whole.  Notwithstanding  the foregoing,  nothing in this
Section 4.13 shall  prohibit any  Subsidiary  of the Company from  consolidating
with, merging into, or selling,  conveying,  transferring,  leasing or otherwise
disposing  of all or part of its  property  and  assets  to the  Company  or any
Restricted Subsidiary of the Company.

     SECTION 4.14.  Payment of Taxes and Other  Claims.  The Company will pay or
                    ----------------------------------
discharge and shall cause each of its Subsidiaries to pay or discharge, or cause
to be paid or  discharged,  before  the same  shall  become  delinquent  (i) all
material taxes,  assessments and governmental charges levied or imposed upon (a)
the  Company  or any such  Subsidiary,  (b) the  income or  profits  of any such
Subsidiary which is a corporation or (c) the property of the Company or any such
Subsidiary and (ii) all material lawful claims for labor, materials and supplies
that, if unpaid,  might by law become a lien upon the property of the Company or
any such  Subsidiary;  provided that the Company shall not be required to pay or
discharge, or cause to be paid or discharged,  any such tax, assessment,  charge
or claim the amount,  applicability  or


                                       47


<PAGE>

validity of which is being  contested in good faith by  appropriate  proceedings
and for which adequate reserves have been established.

     SECTION 4.15.  Maintenance of Properties  and  Insurance.  The Company will
                    -----------------------------------------
cause all  properties  used or  useful in the  conduct  of its  business  or the
business of any of its  Restricted  Subsidiaries,  to be maintained  and kept in
good  condition,  repair and working order (ordinary wear and tear excepted) and
supplied  with all  necessary  equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the business  carried on in
connection therewith may be properly and advantageously  conducted at all times;
provided that nothing in this Section 4.15 shall prevent the Company or any such
Restricted  Subsidiary from  discontinuing the use,  operation or maintenance of
any of such  properties or disposing of any of them, if such  discontinuance  or
disposal  is, in the  judgment of the  Company,  desirable in the conduct of the
business  of the  Company  or such  Restricted  Subsidiary  or would  not have a
material adverse effect on the Company and its Restricted Subsidiaries, taken as
a whole.

     The  Company  will  provide  or cause to be  provided,  for  itself and its
Restricted  Subsidiaries,   insurance  (including  appropriate   self-insurance)
against loss or damage of the kinds customarily  insured against by corporations
similarly  situated and owning like properties,  including,  but not limited to,
products  liability  insurance and public  liability  insurance,  with reputable
insurers or with the government of the United States of America, or an agency or
instrumentality  thereof,  in such amounts,  with such  deductibles  and by such
methods  as  shall be  customary  for  corporations  similarly  situated  in the
industry in which the Company or such Restricted Subsidiary, as the case may be,
is then conducting business.

     SECTION  4.16.  Notice of Defaults.  In the event that the Company  becomes
                     ------------------
aware of any Default or Event of Default the Company,  promptly after it becomes
aware thereof, will give written notice thereof to the Trustee.

     SECTION  4.17.  Compliance  Certificate.  The Company  shall deliver to the
                     -----------------------
Trustee, within 60 days after the end of each fiscal quarter (120 days after the
end of the last fiscal quarter of each year), an Officers'  Certificate  stating
whether or not the signers know of any Default or Event of Default that occurred
during such fiscal quarter. In the case of the Officers'  Certificate  delivered
within 120 days of the end of the Company's fiscal year, such certificate  shall
contain  a  certification  from  the  principal  executive  officer,   principal
financial  officer  or  principal  accounting  officer  that a  review  has been
conducted of the activities of the Company and its Restricted  Subsidiaries  and
the Company's and its Restricted Subsidiaries'  performance under this Indenture
and that the Company has complied with all conditions  and covenants  under this
Indenture.  For  purposes  of  this  Section  4.17,  such  compliance  shall  be
determined  without  regard  to any  period  of grace or  requirement  of notice
provided  under  this  Indenture.  If they do know of such a Default or Event of
Default, the certificate shall describe any such Default or Event of Default and
its status.  The first certificate to be delivered pursuant to this Section 4.17
shall be for the first  fiscal  quarter  beginning  after the  execution of this
Indenture.

     SECTION 4.18. Commission Reports and Reports to Holders. Whether or not the
                   -----------------------------------------
Company is then required to file reports with the Commission,  the Company shall
file with


                                       48


<PAGE>

the Commission all such reports and other information as it would be required to
file with the Commission by Sections 13(a) or 15(d) under the Exchange Act if it
were subject  thereto.  The Company  shall supply the Trustee and each Holder or
shall supply to the Trustee for forwarding to each such Holder,  without cost to
such Holder, copies of such reports and other information.

     SECTION  4.19.  Waiver  of Stay,  Extension  or  Usury  Laws.  The  Company
                     --------------------------------------------
covenants  (to the 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 or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated  herein,
wherever enacted,  now or at any time hereafter in force, or that may affect the
covenants or the performance of this  Indenture;  and (to the extent that it may
lawfully do so) the Company 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 FIVE
                              SUCCESSOR CORPORATION

     SECTION 5.01. When Company May Merge, Etc. The Company will not consolidate
                   ---------------------------
with, merge with or into, or sell, convey,  transfer, lease or otherwise dispose
of all or  substantially  all of its  property  and  assets (as an  entirety  or
substantially   an  entirety  in  one   transaction   or  a  series  of  related
transactions)  to,  any  Person or permit  any  Person to merge with or into the
Company unless:

     (i) the Company  shall be the  continuing  Person,  or the Person (if other
   than the Company) formed by such  consolidation  or into which the Company is
   merged or that  acquired  or leased such  property  and assets of the Company
   shall be a corporation  organized and validly  existing under the laws of the
   United  States of America or any  jurisdiction  thereof  and shall  expressly
   assume, by a supplemental  indenture,  executed and delivered to the Trustee,
   all of the  obligations  of the  Company  on all of the Notes and under  this
   Indenture;

     (ii)  immediately  after giving effect to such  transaction,  no Default or
   Event of Default shall have occurred and be continuing; and

     (iii)  immediately  after giving effect to such  transaction on a pro forma
   basis the Interest  Coverage Ratio of the Company (or any Person becoming the
   successor  obligor on the Notes),  is at least 1:1;  provided that if the pro
   forma  Interest  Coverage  Ratio of the Company  before giving effect to such
   transaction  is within  the range set  forth in column  (A)  below,  then the
   Interest Coverage Ratio of the Company after giving effect to the transaction
   (or that of any Person becoming the successor  obligor on the Notes) shall be
   at least equal to the lesser of (1) the ratio  determined by multiplying  the
   percentage  set forth in column (B) below by the Interest  Coverage  Ratio of
   the Company prior to such  transaction  and (2) the ratio set forth in column
   (C) below:


                                       49


<PAGE>

     (A)                            (B)                      (C)
     ---                            ---                      ---
     1.11:1 to 1.99:1               90%                     1.5:1

     2.00:1 to 2.99:1               80%                     2.1:1

     3.00:1 to 3.99:1               70%                     2.4:1

     4.00:1 or more.                60%                     2.5:1

     and provided further that, if the pro forma Interest  Coverage Ratio of the
     Company  after  giving  effect to the  transaction  (or that of any  Person
     becoming  the  successor  obligor  on  the  Notes)  is  3:1  or  more,  the
     calculation  in the  preceding  proviso  shall  be  inapplicable  and  such
     transaction  shall be deemed to have complied with the requirements of this
     clause  (iii);  provided  that  this  clause  (iii)  shall  not  apply to a
     consolidation  or merger  with or into a  Restricted  Subsidiary;  provided
     that, in connection with any such merger or consolidation, no consideration
     (other than Capital Stock (other than Disqualified  Stock) in the surviving
     Person or the Company) shall be issued or  distributed to the  stockholders
     of the Company; and

     (iv)  the  Company  delivers  to  the  Trustee  an  Officers'   Certificate
   (attaching the arithmetic  computations to demonstrate compliance with clause
   (iii)) and Opinion of Counsel,  in each case stating that such consolidation,
   merger  or  transfer  and such  supplemental  indenture  complies  with  this
   provision and that all conditions  precedent  provided for herein relating to
   such transaction have been complied with;

provided,  however, that clause (iii) above does not apply if, in the good faith
determination  of the Board of  Directors of the  Company,  whose  determination
shall  be  evidenced  by a  Board  Resolution,  the  principal  purpose  of such
transaction is to change the state of incorporation of the Company; and provided
further  that any such  transaction  shall not have as one of its  purposes  the
evasion of the foregoing limitations.

     SECTION 5.02. Successor  Substituted.  Upon any consolidation or merger, or
                   ----------------------
any  sale,  conveyance,   transfer,   lease  or  other  disposition  of  all  or
substantially  all of the property and assets of the Company in accordance  with
Section  5.01  of  this   Indenture,   the  successor   Person  formed  by  such
consolidation  or into  which  the  Company  is merged  or to which  such  sale,
conveyance,  transfer,  lease or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture  with the same effect as if such successor  Person had been named
as the Company herein;  provided that the Company shall not be released from its
obligation to pay the principal of, premium, if any, or interest on the Notes in
the case of a lease of all or substantially all of its property and assets.

                                  ARTICLE SIX
                              DEFAULT AND REMEDIES

     SECTION 6.01.  Events of Default.  Each of the following shall be an "Event
                    -----------------                                      -----
of Default" with respect to the Notes:
----------

                                       50


<PAGE>

     (a) a default in the payment of the  principal of (or premium,  if any, on)
   any  Note  when  the  same  becomes  due  and  payable  at   maturity,   upon
   acceleration, redemption or otherwise;

     (b) a default in the payment of interest on any Note when the same  becomes
   due and payable, and such default continues for a period of 30 days;

     (c) a default  in the  performance  of, or  breach  of the  provisions  of,
   Article  Five or the  failure to make or  consummate  an Offer to Purchase in
   accordance with Section 4.11 or 4.12;

     (d) the  Company  defaults  in the  performance  of or  breaches  any other
   covenant or  agreement  of the Company in this  Indenture  or under the Notes
   (other than a default  specified  in clause  (a),  (b) or (c) above) and such
   default or breach continues for a period of 60 consecutive days after written
   notice  to the  Company  by the  Trustee  or the  Holders  of 25% or  more in
   aggregate principal amount of the Notes;

     (e) there occurs with respect to any issue or issues of Indebtedness of the
   Company or any Significant  Subsidiary having an outstanding principal amount
   of $75  million  or more in the  aggregate  for all such  issues  of all such
   Persons,  whether such Indebtedness now exists or shall hereafter be created,
   (A) an event of default  that has caused the holder  thereof to declare  such
   Indebtedness  to be due and  payable  prior to its Stated  Maturity  and such
   Indebtedness  has not been  discharged in full or such  acceleration  has not
   been rescinded or annulled within 30 days of such acceleration and/or (B) the
   failure to make a principal  payment at the final (but not any interim) fixed
   maturity  and such  defaulted  payment  shall not have been  made,  waived or
   extended within 30 days of such payment default;

     (f) any final  judgment or order (not covered by insurance) for the payment
   of money  in  excess  of $75  million  in the  aggregate  for all such  final
   judgments  or orders  against all such  Persons  (treating  any  deductibles,
   self-insurance  or retention as not so covered) shall be rendered against the
   Company or any  Significant  Subsidiary  and shall not be paid or discharged,
   and there shall be any period of 60 consecutive  days following  entry of the
   final  judgment or order that causes the aggregate  amount for all such final
   judgments or orders  outstanding and not paid or discharged  against all such
   Persons to exceed $75  million  during  which a stay of  enforcement  of such
   final judgment or order,  by reason of a pending  appeal or otherwise,  shall
   not be in effect;

     (g) a court having  jurisdiction  in the premises  enters a decree or order
   for (A) relief in respect of the Company or any Significant  Subsidiary in an
   involuntary case under any applicable bankruptcy, insolvency or other similar
   law now or hereafter in effect,  (B)  appointment of a receiver,  liquidator,
   assignee, custodian, trustee, sequestrator or similar official of the Company
   or any Significant Subsidiary or for all or substantially all of the property
   and assets of the Company or any Significant Subsidiary or (C) the winding up
   or  liquidation of the affairs of the Company or any  Significant  Subsidiary
   and, in each case,  such decree or order shall remain  unstayed and in effect
   for a period of 60 consecutive days; or


                                       51


<PAGE>

     (h) the Company or any  Significant  Subsidiary  (A)  commences a voluntary
   case under any applicable bankruptcy,  insolvency or other similar law now or
   hereafter  in effect,  or  consents to the entry of an order for relief in an
   involuntary  case under any such law, (B) consents to the  appointment  of or
   taking possession by a receiver,  liquidator,  assignee,  custodian, trustee,
   sequestrator or similar official of the Company or any Significant Subsidiary
   or for all or substantially  all of the property and assets of the Company or
   any  Significant  Subsidiary  or (C) effects any general  assignment  for the
   benefit of creditors.

     SECTION 6.02. Acceleration.  If an Event of Default (other than an Event of
                   ------------
Default  specified in clause (g) or (h) of Section 6.01 that occurs with respect
to the Company) occurs and is continuing  under this  Indenture,  the Trustee or
the  Holders  of at least 25% in  aggregate  principal  amount of the Notes then
outstanding, by written notice to the Company (and to the Trustee if such notice
is given by the  Holders),  may,  and the Trustee at the request of such Holders
shall,  declare the principal of, premium,  if any, and accrued  interest on the
Notes to be immediately  due and payable.  Upon a declaration  of  acceleration,
such principal of,  premium,  if any, and accrued  interest shall be immediately
due and payable. In the event of a declaration of acceleration  because an Event
of  Default  set  forth  in  clause  (e) of  Section  6.01 has  occurred  and is
continuing,  such declaration of acceleration  shall be automatically  rescinded
and annulled if the event of default  triggering such Event of Default  pursuant
to clause (e) shall be  remedied  or cured by the  Company  and/or the  relevant
Significant  Subsidiary  or waived by the holders of the  relevant  Indebtedness
within 60 days after the declaration of acceleration with respect thereto. If an
Event of Default  specified  in clause (g) or (h) of Section  6.01  occurs  with
respect to the Company,  the principal of, premium, if any, and accrued interest
on the Notes then outstanding shall ipso facto become and be immediately due and
payable  without any  declaration or other act on the part of the Trustee or any
Holder.

     The Holders of at least a majority in principal  amount of the  outstanding
Notes by written  notice to the Company and to the  Trustee,  may waive all past
Defaults  and  rescind  and  annul  such  declaration  of  acceleration  and its
consequences if (i) all existing  Events of Default,  other than the non-payment
of the principal  of,  premium,  if any, and accrued  interest on the Notes that
have become due solely by such declaration of  acceleration,  have been cured or
waived and (ii) the rescission would not conflict with any judgment or decree of
a court of competent jurisdiction.

     SECTION  6.03.  Other  Remedies.  If an  Event  of  Default  occurs  and is
                     ---------------
continuing,  the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of,  premium,  if any, or interest
on the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

     The Trustee may  maintain a  proceeding  even if it does not possess any of
the Notes or does not produce any of them in the proceeding.

     SECTION 6.04.  Waiver of Past Defaults.  Subject to Sections 6.02, 6.07 and
                    -----------------------
9.02, the Holders of at least a majority in principal  amount of the outstanding
Notes,  by notice to the  Trustee,  may waive an  existing  Default  or Event of
Default and its  consequences,  except a Default in the payment of principal of,
premium, if any, or interest on any Note as specified in


                                       52


<PAGE>

clause (a) or (b) of Section  6.01 or in respect of a covenant or  provision  of
this  Indenture  which cannot be modified or amended  without the consent of the
holder of each  outstanding  Note affected.  Upon any such waiver,  such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been  cured,  for every  purpose of this  Indenture;  but no such waiver
shall extend to any  subsequent  or other  Default or Event of Default or impair
any right consequent thereto.

     SECTION  6.05.  Control by Majority.  The Holders of at least a majority in
                     -------------------
aggregate  principal amount of the outstanding Notes may direct the time, method
and place of conducting any  proceeding for any remedy  available to the Trustee
or exercising any trust or power  conferred on the Trustee;  provided,  that the
Trustee  may  refuse to follow any  direction  that  conflicts  with law or this
Indenture,  that may  involve the  Trustee in  personal  liability,  or that the
Trustee  determines  in good  faith may be unduly  prejudicial  to the rights of
Holders  of Notes not  joining  in the giving of such  direction;  and  provided
further,  that the Trustee may take any other action it deems proper that is not
inconsistent with any such direction  received from Holders of Notes pursuant to
this Section 6.05.

     SECTION  6.06.  Limitation  on  Suits.  A  Holder  may  not  institute  any
                     ---------------------
proceeding,  judicial or otherwise, with respect to this Indenture or the Notes,
or for the  appointment  of a  receiver  or  trustee,  or for any  other  remedy
hereunder, unless:

     (i) the Holder has  previously  given to the  Trustee  written  notice of a
   continuing Event of Default;

     (ii)  the  Holders  of at  least  25%  in  aggregate  principal  amount  of
   outstanding  Notes shall have made a written request to the Trustee to pursue
   the remedy;

     (iii)  such  Holder  or  Holders  have  offered  to the  Trustee  indemnity
   satisfactory to the Trustee against any costs,  liabilities or expenses to be
   incurred in compliance with such request;

     (iv) the Trustee for 60 days after its receipt of such notice,  request and
   offer of indemnity has failed to comply with such request; and

     (v) during such  60-day  period,  the  Holders of a majority  in  aggregate
   principal  amount of the  outstanding  Notes  have not  given  the  Trustee a
   direction that is inconsistent with such written request.

     For purposes of Section 6.05 of this  Indenture and this Section 6.06,  the
Trustee  shall  comply with TIA Section  316(a) in making any  determination  of
whether the Holders of the required  aggregate  principal  amount of outstanding
Notes have  concurred  in any request or  direction of the Trustee to pursue any
remedy available to the Trustee or the Holders with respect to this Indenture or
the Notes or otherwise under the law.

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


                                       53

<PAGE>

     SECTION 6.07.  Rights of Holders to Receive  Payment.  Notwithstanding  any
                    -------------------------------------
other provision of this Indenture,  the right of any Holder of a Note to receive
payment of principal of,  premium,  if any, or interest on such Holder's Note on
or after the respective  due dates  expressed on such Note, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.

     SECTION 6.08. Collection Suit by Trustee. If an Event of Default in payment
                   --------------------------
of principal, premium or interest specified in clause (a) or (b) of Section 6.01
occurs and is continuing,  the Trustee may recover  judgment in its own name and
as trustee of an express  trust  against the Company or any other obligor of the
Notes for the whole amount of principal,  premium,  if any, and accrued interest
remaining unpaid, together with interest on overdue principal,  premium, if any,
and, to the extent that payment of such interest is lawful,  interest on overdue
installments of interest,  in each case at the rate specified in the Notes,  and
such further  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.

     SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee may file such
                    --------------------------------
proofs of claim and other  papers or  documents as may be necessary or advisable
in order  to have  the  claims  of the  Trustee  (including  any  claim  for the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its agents and  counsel,  and any other  amounts due the Trustee  under  Section
7.07) and the  Holders  allowed  in any  judicial  proceedings  relative  to the
Company (or any other  obligor of the Notes),  its creditors or its property and
shall be entitled and empowered to collect and receive any monies, securities or
other property  payable or deliverable  upon conversion or exchange of the Notes
or upon any such claims and to distribute the same, and any custodian, receiver,
assignee,  trustee,  liquidator,  sequestrator or other similar  official in any
such  judicial  proceeding  is  hereby  authorized  by each  Holder 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 to it for the reasonable  compensation,  expenses,  disbursements and
advances of the Trustee,  its agent and counsel,  and any other  amounts due the
Trustee under Section 7.07.  Nothing herein contained shall be deemed to empower
the  Trustee to  authorize  or  consent  to, or accept or adopt on behalf of any
Holder,  any plan of  reorganization,  arrangement,  adjustment  or  composition
affecting  the Notes 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 6.10.  Priorities.  If the Trustee  collects any money  pursuant to
                    ----------
this Article Six, it shall pay out the money in the following order:

     First: to the Trustee for all amounts due under Section 7.07;

     Second:  to Holders  for  amounts  then due and unpaid  for  principal  of,
premium,  if any,  and  interest  on the  Notes in  respect  of which or for the
benefit of which such money has been collected,  ratably,  without preference or
priority of any kind, according to the amounts due and payable on such Notes for
principal, premium, if any, and interest, respectively; and


                                       54

<PAGE>

     Third:  to the  Company  or any  other  obligors  of the  Notes,  as  their
   interests may appear, or as a court of competent jurisdiction may direct.

     The Trustee,  upon prior  written  notice to the Company,  may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.

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

     SECTION 6.12.  Restoration  of Rights and  Remedies.  If the Trustee or any
                    ------------------------------------
Holder has  instituted  any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined  adversely to the Trustee or to such Holder, then, and in
every such case,  subject to any determination in such proceeding,  the Company,
the Trustee and the Holders  shall be restored  severally  and  respectively  to
their former  positions  hereunder and thereafter all rights and remedies of the
Company, Trustee and the Holders shall continue as though no such proceeding had
been instituted.

     SECTION 6.13. Rights and Remedies Cumulative.  Except as otherwise provided
                   ------------------------------
with respect to the  replacement  or payment of  mutilated,  destroyed,  lost or
wrongfully taken Notes in Section 2.09, 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  6.14.  Delay or Omission  Not Waiver.  No delay or omission of the
                     -----------------------------
Trustee or of any Holder 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 Six 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.

                                 ARTICLE SEVEN
                                     TRUSTEE

     SECTION      7.01.      Certain      Duties      and      Responsibilities.
                             ---------------------------------------------------

     (a) Except  during  the  continuance  of an Event of Default  for which the
Trustee is serving as such,


                                       55

<PAGE>

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

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

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise,  as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

     (c) 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:

  (i)  this  Subsection  shall  not be  construed  to  limit  the  effect  of
Subsection (a) of this Section;

  (ii) the Trustee shall not be liable for any 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;

  (iii) the  Trustee  shall not be liable with  respect to any action  taken,
suffered  or  omitted  to be taken by it in good  faith in  accordance  with the
direction  of the Holders of a majority in principal  amount of the  outstanding
Notes of any  particular  series  relating  to the  time,  method  and  place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture; and

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

     (d) Whether or not therein  expressly so provided,  every provision of this
Indenture  relating to the conduct or  affecting  the  liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 7.02.  Certain  Rights of Trustee.  Subject to TIA Sections  315(a)
through (d):        --------------------------

     (i) the Trustee  may 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, Note, note, other
   evidence of  indebtedness  or other  paper or  document  believed by it to be
   genuine and to have been signed or


                                       56

<PAGE>


presented by the proper  person.  The Trustee need not  investigate  any fact or
matter stated in the document;

     (ii) before the Trustee  acts or refrains  from  acting,  it may require an
   Officers'  Certificate  or an  Opinion of  Counsel,  which  shall  conform to
   Section  11.04.  The  Trustee  shall not be liable for any action it takes or
   omits to take in good faith in reliance on such  certificate or opinion.  The
   Trustee  may consult  with  outside  counsel  and the written  advice of such
   outside  counsel  or any  Opinion  of  Counsel  will  be  full  and  complete
   authorization  and protection  from liability in respect of any action taken,
   suffered or omitted by it hereunder in good faith and reliance thereon;

     (iii) the Trustee may act through its attorneys and agents and shall not be
   responsible  for the misconduct or negligence of any agent appointed with due
   care;

     (iv) the Trustee shall be under no obligation to exercise any of the rights
   or powers  vested in it by this  Indenture at the request or direction of any
   of the  Holders,  unless  such  Holders  shall have  offered  to the  Trustee
   reasonable security or indemnity against the costs,  expenses and liabilities
   that might be incurred by it in compliance with such request or direction;

     (v) the  Trustee  shall not be liable  for any  action it takes or omits to
   take in good faith that it believes to be  authorized or within its rights or
   powers  or for any  action it takes or omits to take in  accordance  with the
   direction of the Holders of a majority in principal amount of the Outstanding
   Notes relating to the time, method and place of conducting any proceeding for
   any  remedy  available  to the  Trustee,  or  exercising  any  trust or power
   conferred upon the Trustee, under this Indenture; provided that the Trustee's
   conduct does not constitute negligence or bad faith;

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

     (vii) the  Trustee  shall not be bound to make any  investigation  into the
   facts  or  matters  stated  in  any   resolution,   certificate,   statement,
   instrument,  opinion,  report, notice,  request,  direction,  consent, order,
   bond,  Note, note, other evidence of indebtedness or other paper or document,
   but the  Trustee,  in its  discretion,  may  make  such  further  inquiry  or
   investigation  into such  facts or  matters  as it may see fit,  and,  if the
   Trustee shall  determine to make such further  inquiry or  investigation,  it
   shall be entitled to examine the books,  records and  premises of the Company
   personally  or by agent or  attorney  upon  reasonable  prior  notice  to the
   Company.

     (viii) 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 is received by the

                                       57

<PAGE>

   Trustee at the  Corporate  Trust  Office of the  Trustee,  and such  notice
   references the Notes and this Indenture.

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

     SECTION 7.03.  Individual Rights of Trustee. The Trustee, in its individual
                    ----------------------------
or any  other  capacity,  may  become  the  owner or  pledgee  of Notes  and may
otherwise deal with the Company or its Affiliates  with the same rights it would
have if it were not the  Trustee.  Any Agent  may do the same with like  rights.
However, the Trustee is subject to TIA Sections 310(b) and 311.

     SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no representation
                   --------------------
as to the validity or adequacy of this Indenture or the Notes, (ii) shall not be
accountable  for the Company's use or application of the proceeds from the Notes
and (iii) shall not be responsible for any statement in the Notes other than its
certificate of authentication.

     SECTION  7.05.  Notice of  Default.  If any Default or any Event of Default
                     ------------------
occurs and is continuing and if such Default or Event of Default is known to the
Trustee,  the Trustee  shall mail to each Holder in the manner and to the extent
provided in TIA Section  313(c) notice of the Default or Event of Default within
90 days after it occurs, unless such Default or Event of Default has been cured;
provided,  however,  that, except in the case of a default in the payment of the
principal  of,  premium,  if any, or interest on any Note,  the Trustee shall be
protected in  withholding  such notice if and so long as the board of directors,
the executive  committee or a trust  committee of directors  and/or  Responsible
Officers of the Trustee in good faith  determine  that the  withholding  of such
notice is in the interest of the Holders.

     SECTION  7.06.  Reports by Trustee  to  Holders.  Within 60 days after each
                     -------------------------------
February 15,  beginning  with February 15, 2010,  the Trustee shall mail to each
Holder  as  provided  in TIA  Section  313(c)  a brief  report  dated as of such
February 15, if required by TIA Section 313(a).

     SECTION  7.07.  Compensation  and  Indemnity.  The Company shall pay to the
                     ----------------------------
Trustee such  compensation  as shall be agreed upon in writing for its services.
The  compensation of the Trustee shall not be limited by any law on compensation
of a trustee of an express trust.  The Company shall  reimburse the Trustee upon
request for all reasonable  out-of-pocket expenses and advances incurred or made
by the Trustee.  Such expenses  shall include the  reasonable  compensation  and
expenses of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee for, and hold it harmless  against,
any loss or liability or expense incurred by it without  negligence or bad faith
on its  part  in  connection  with  the  acceptance  or  administration  of this
Indenture and its duties under this Indenture and the Notes, including the costs
and expenses of defending itself against any claim or liability and of complying
with any process  served upon it or any of its officers in  connection  with the
exercise or  performance of any of its powers or duties under this Indenture and
the Notes.  The Trustee


                                       58

<PAGE>

shall notify the Company  promptly of any claim asserted against the Trustee for
which it may seek indemnity.  The Company shall defend the claim and the Trustee
shall  cooperate in the defense.  The Trustee may have separate  counsel and the
Company shall pay reasonable fees and expenses of such counsel. The Company need
not pay for any settlements made without its consent; provided that such consent
shall not be unreasonably  withheld.  The Company need not reimburse any expense
or  indemnify  against any loss or  liability  incurred  by the Trustee  through
negligence or bad faith.

     If the Trustee incurs expenses or renders  services after the occurrence of
an Event of Default specified in clause (g) or (h) of Section 6.01, the expenses
and the compensation for the services will be intended to constitute expenses of
administration  under  Title  11 of the  United  States  Bankruptcy  Code or any
applicable federal or state law for the relief of debtors.

     SECTION  7.08.  Replacement  of Trustee.  A  resignation  or removal of the
                     -----------------------
Trustee and appointment of a successor  Trustee shall become effective only upon
the successor  Trustee's  acceptance of  appointment as provided in this Section
7.08.

     The Trustee may resign at any time by so  notifying  the Company in writing
at least 30 days prior to the date of the proposed resignation. The Holders of a
majority in principal amount of the outstanding  Notes may remove the Trustee by
so notifying the Trustee in writing and may appoint a successor Trustee with the
consent of the  Company.  The Company may remove the Trustee if: (i) the Trustee
is no longer  eligible  under  Section  7.10;  (ii) the  Trustee  is  adjudged a
bankrupt or an insolvent;  (iii) a receiver or other public officer takes charge
of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed,  or if a vacancy exists in the office
of Trustee  for any  reason,  the  Company  shall  promptly  appoint a successor
Trustee.  Within one year after the successor Trustee takes office,  the Holders
of a  majority  in  principal  amount of the  outstanding  Notes  may  appoint a
successor Trustee to replace the successor Trustee appointed by the Company.  If
the successor  Trustee does not deliver its written  acceptance  required by the
next succeeding paragraph of this Section 7.08 within 30 days after the retiring
Trustee resigns or is removed,  the retiring Trustee, the Company or the Holders
of a majority in  principal  amount of the  outstanding  Notes may  petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     A successor  Trustee shall deliver a written  acceptance of its appointment
to the retiring  Trustee and to the Company.  Immediately  after the delivery of
such written  acceptance,  subject to the lien provided in Section 7.07, (i) the
retiring  Trustee  shall  transfer  all  property  held by it as  Trustee to the
successor Trustee, (ii) the resignation or removal of the retiring Trustee shall
become  effective  and (iii) the  successor  Trustee  shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee shall
mail notice of its succession to each Holder.

     If the Trustee is no longer  eligible  under Section  7.10,  any Holder who
satisfies  the  requirements  of TIA Section  310(b) may  petition  any court of
competent  jurisdiction  for the removal of the Trustee and the appointment of a
successor Trustee.


                                       59

<PAGE>

     The  Company  shall give notice of any  resignation  and any removal of the
Trustee and each appointment of a successor Trustee to all Holders.  Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

     Notwithstanding  replacement of the Trustee  pursuant to this Section 7.08,
the Company's  obligation  under Section 7.07 shall  continue for the benefit of
the retiring Trustee.

     SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates
                   --------------------------------
with,  merges or converts  into,  or transfers all or  substantially  all of its
corporate   trust   business  to,  another   corporation  or  national   banking
association,  the  resulting,  surviving or transferee  corporation  or national
banking  association without any further act shall be the successor Trustee with
the same  effect  as if the  successor  Trustee  had been  named as the  Trustee
herein.

     SECTION 7.10.  Eligibility.  This Indenture shall always have a Trustee who
                    -----------
satisfies the  requirements of TIA Section  310(a)(1).  The Trustee shall have a
combined  capital  and  surplus of at least $25 million as set forth in its most
recent published annual report of condition.

     SECTION  7.11.  Money Held in Trust.  The  Trustee  shall not be liable for
                     -------------------
interest  on any money  received  by it except as the Trustee may agree with the
Company.  Money held in trust by the Trustee need not be  segregated  from other
funds  except to the extent  required  by law and except for money held in trust
under Article Eight of this Indenture.

     SECTION 7.12.  Withholding  Taxes.  The Trustee,  as agent for the Company,
                    ------------------
shall exclude and withhold from each payment of principal and interest and other
amounts  due  hereunder  or  under  the  Notes  any  and all  withholding  taxes
applicable  thereto  as  required  by law.  The  Trustee  agrees  to act as such
withholding agent and, in connection  therewith,  whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Notes,  to  withhold  such  amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the holders of
the Notes, that it will file any necessary withholding tax returns or statements
when due, and that, as promptly as possible after the payment  thereof,  it will
deliver to each Holder of a Note appropriate  documentation  showing the payment
thereof,  together with such additional documentary evidence as such Holders may
reasonably request from time to time.

                                 ARTICLE EIGHT
                      DEFEASANCE AND DISCHARGE OF INDENTURE

     SECTION 8.01.  Defeasance of Indenture.  The Company will be deemed to have
                    -----------------------
paid and will be discharged from any and all obligations in respect of the Notes
on the 123rd day after the date of the deposit referred to in clause (A) of this
Section 8.01,  and the  provisions of this Indenture will no longer be in effect
with respect to the Notes, and the Trustee, at the expense of the Company, shall
execute proper  instruments  acknowledging  the same, except as to (i) rights of
registration  of  transfer  and  exchange,   (ii)   substitution  of  apparently
mutilated,  defaced, destroyed, lost or stolen Notes, (iii) rights of Holders to
receive payments of principal thereof and interest  thereon,  (iv) the Company's
obligations  under Section 4.02, (v) the rights,  obligations  and immunities of
the Trustee  hereunder  and (vi) the rights of the Holders as

                                       60

<PAGE>


beneficiaries  of this  Indenture with respect to the property so deposited with
the  Trustee  payable  to all  or  any of  them;  provided  that  the  following
conditions shall have been satisfied:

     (A) with  reference  to this  Section  8.01,  the Company  has  irrevocably
   deposited or caused to be irrevocably  deposited with the Trustee (or another
   trustee  satisfying the  requirements  of Section 7.10 of this Indenture) and
   conveyed all right, title and interest for the benefit of the Holders,  under
   the  terms  of  an  irrevocable   trust   agreement  in  form  and  substance
   satisfactory to the Trustee as trust funds in trust,  specifically pledged to
   the Trustee  for the  benefit of the  Holders as security  for payment of the
   principal  of,  premium,  if any,  and  interest,  if any, on the Notes,  and
   dedicated  solely to, the benefit of the  Holders,  in and to (1) money in an
   amount,  (2)  U.S.  Government  Obligations  that,  through  the  payment  of
   interest,  premium,  if any, and  principal in respect  thereof in accordance
   with their terms, will provide, not later than one day before the due date of
   any  payment  referred  to in this  clause  (A),  money in an amount or (3) a
   combination  thereof in an amount sufficient,  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, without
   consideration  of the  reinvestment of such interest and after payment of all
   federal,  state and local taxes or other charges and  assessments  in respect
   thereof  payable by the  Trustee,  the  principal  of,  premium,  if any, and
   accrued  interest  on the  outstanding  Notes at the Stated  Maturity of such
   principal or interest;  provided that the Trustee shall have been irrevocably
   instructed  to apply  such  money or the  proceeds  of such  U.S.  Government
   Obligations to the payment of such principal,  premium,  if any, and interest
   with respect to the Notes;

     (B) such deposit will not result in a breach or violation of, or constitute
   a default under, this Indenture or any other material agreement or instrument
   to which the Company is a party or by which it is bound;

     (C)  immediately  after giving  effect to such deposit on a pro forma basis
   giving effect to such deposit and defeasance,  no Default or Event of Default
   or event  that  after the  giving  of  notice or lapse of time or both  would
   become an Event of Default, shall have occurred and be continuing on the date
   of such deposit or during the period  ending on the 123rd day after such date
   of deposit, and such deposit shall not result in a breach or violation of, or
   constitute a default  under,  any other  material  agreement or instrument to
   which  the  Company  or any of its  Subsidiaries  is a party or by which  the
   Company or any of its Subsidiaries is bound;

     (D) the Company shall have delivered to the Trustee (1) either (x) a ruling
   directed to the Trustee  received  from the Internal  Revenue  Service to the
   effect that the Holders will not recognize  income,  gain or loss for federal
   income tax purposes as a result of the Company's exercise of its option under
   this  Section  8.01 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  option had not been  exercised  or (y) an Opinion of Counsel to
   the same effect as the ruling described in clause (x) above  accompanied by a
   ruling to that effect published by the Internal Revenue Service, unless there
   has been a change in the applicable  federal income tax law since the date of
   this  Indenture  such that a ruling from the Internal  Revenue  Service is no
   longer  required  and (2) an Opinion  of


                                          61

<PAGE>

   Counsel to the effect that (x) the  creation of the  defeasance  trust does
   not violate the  Investment  Company Act of 1940 and (y) after the passage of
   123 days following the deposit  (except,  with respect to any trust funds for
   the account of any Holder who may be deemed to be an  "insider"  for purposes
   of the United States  Bankruptcy Code, after one year following the deposit),
   the trust  funds will not be  subject  to the  effect of  Section  547 of the
   United  States  Bankruptcy  Code or  Section  15 of the New York  Debtor  and
   Creditor Law in a case  commenced by or against the Company under either such
   statute;

     (E) if the Notes are then  listed on a national  securities  exchange,  the
   Company  shall  have  delivered  to the  Trustee an Opinion of Counsel to the
   effect that such deposit defeasance and discharge will not cause the Notes to
   be delisted; and

     (F) the Company has delivered to the Trustee an Officers'  Certificate  and
   an Opinion of Counsel,  in each case  stating that all  conditions  precedent
   provided for herein  relating to the defeasance  contemplated by this Section
   8.01 have been complied with.

     Notwithstanding  the  foregoing,  prior to the end of the  123-day  (or one
year) period  referred to in clause  (D)(2)(y) of this Section 8.01, none of the
Company's  obligations  under this Indenture shall be discharged.  Subsequent to
the end of such 123-day (or one year) period with respect to this Section  8.02,
the Company's  obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09,  2.14, 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 shall survive until the Notes
are no  longer  outstanding.  Thereafter,  only  the  Company's  obligations  in
Sections  7.07,  8.05  and 8.06  shall  survive.  If and when a ruling  from the
Internal  Revenue Service or an Opinion of Counsel  referred to in clause (D)(1)
of this Section 8.01 is able to be provided  specifically without regard to, and
not in reliance upon, the continuance of the Company's obligations under Section
4.01,  then the Company's  obligations  under such Section 4.01 shall cease upon
delivery to the Trustee of such ruling or Opinion of Counsel and compliance with
the other  conditions  precedent  provided for herein relating to the defeasance
contemplated by this Section 8.01.

     After  any  such  irrevocable  deposit,  the  Trustee  upon  request  shall
acknowledge  in writing the  discharge of the  Company's  obligations  under the
Notes  and  this  Indenture  except  for  those  surviving  obligations  in  the
immediately preceding paragraph.

     SECTION 8.02.  Defeasance of Certain  Obligations.  The Company may omit to
                    ----------------------------------
comply  with any term,  provision  or  condition  set  forth in clause  (iii) of
Section 5.01 and Sections 4.03 through 4.18,  and clauses (c) and (d) of Section
6.01 with  respect to clause  (iii) of Section  5.01 and  Sections  4.03 through
4.18,  and clauses (e) and (f) of Section  6.01 shall be deemed not to be Events
of Default, in each case with respect to the outstanding Notes if:

     (i) with  reference  to this  Section  8.02,  the Company  has  irrevocably
   deposited or caused to be irrevocably  deposited with the Trustee (or another
   trustee  satisfying the requirements of Section 7.10) and conveyed all right,
   title and interest to the Trustee for the benefit of the  Holders,  under the
   terms of an irrevocable trust agreement in form and substance satisfactory to
   the Trustee as trust funds in trust,  specifically pledged to the Trustee for
   the  benefit of the  Holders as security  for  payment of the  principal  of,
   premium, if any, and interest, if any, on the Notes, and dedicated

                                       62
<PAGE>


     solely to, the  benefit of the  Holders,  in and to (A) money in an amount,
   (B) U.S.  Government  Obligations  that,  through the payment of interest and
   principal in respect  thereof in accordance  with their terms,  will provide,
   not later than one day before the due date of any payment referred to in this
   clause  (i),  money in an amount or (C) a  combination  thereof  in an amount
   sufficient,  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,  without consideration of the reinvestment
   of such interest and after  payment of all federal,  state and local taxes or
   other charges and assessments in respect thereof payable by the Trustee,  the
   principal of, premium,  if any, and interest on the outstanding  Notes on the
   Stated  Maturity of such  principal  or interest;  provided  that the Trustee
   shall have been irrevocably instructed to apply such money or the proceeds of
   such U.S. Government  Obligations to the payment of such principal,  premium,
   if any, and interest with respect to the Notes;

     (ii)  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;

     (iii)  immediately after giving effect to such deposit on a pro forma basis
   giving effect to such deposit and defeasance,  no Default or Event of Default
   or event  that  after the  giving  of  notice or lapse of time or both  would
   become an Event of Default, shall have occurred and be continuing on the date
   of such deposit or during the period  ending on the 123rd day after such date
   of deposit, and such deposit shall not result in a breach or violation of, or
   constitute a default  under,  any other  material  agreement or instrument to
   which  the  Company  or any of its  Subsidiaries  is a party or by which  the
   Company or any of its Subsidiaries is bound;

     (iv) the Company has  delivered to the Trustee an Opinion of Counsel to the
   effect  that (A) the  creation of the  defeasance  trust does not violate the
   Investment  Company Act of 1940,  (B) the Holders 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 (C) after
   the passage of 123 days  following the deposit  (except,  with respect to any
   trust  funds  for  the  account  of any  Holder  who may be  deemed  to be an
   "insider" for purposes of the United States  Bankruptcy  Code, after one year
   following the deposit),  the trust funds will not be subject to the effect of
   Section  547 of the United  States  Bankruptcy  Code or Section 15 of the New
   York Debtor and  Creditor  Law in a case  commenced by or against the Company
   under either such statute; and

     (v) the Company has delivered to the Trustee an Officers'  Certificate  and
   an Opinion of Counsel,  in each case  stating that all  conditions  precedent
   provided for herein  relating to the defeasance  contemplated by this Section
   8.02 have been complied with.

     SECTION  8.03.   Satisfaction  and  Discharge.   This  Indenture  shall  be
                      ----------------------------
discharged and shall cease to be of further effect (except as otherwise provided
in this Section 8.03) as to all outstanding Notes when:


                                       63
<PAGE>

     (i) either:

     (A) all of the Notes theretofore  authenticated and delivered (except lost,
stolen or destroyed  Notes which have been  replaced or paid and Notes for whose
payment  money  has  theretofore  been  deposited  in trust by the  Company  and
thereafter  repaid  to the  Company)  have been  delivered  to the  Trustee  for
cancellation, or

     (B) all Notes not  theretofore  delivered  to the Trustee for  cancellation
have  become  due and  payable  pursuant  to an  optional  redemption  notice or
otherwise  or will become due and payable  within one year,  and the Company has
irrevocably  deposited  or caused to be deposited  with the Trustee  funds in an
amount sufficient to pay and discharge the entire  Indebtedness on the Notes not
theretofore  delivered  to the  trustee  for  cancellation,  for  principal  of,
premium,  if any, and interest on the Notes to the date of deposit together with
irrevocable  instructions  from the Company  directing the Trustee to apply such
funds to the payment thereof at maturity or redemption, as the case may be; and

     (ii) the Company has paid all other sums  payable  under this  Indenture by
the Company.

     With respect to the foregoing  clause  (i)(A),  the  Company's  obligations
under Section 7.07 shall survive.  With respect to the foregoing  clause (i)(B),
the Company's  obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09,  2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the
Notes are no longer outstanding.  Thereafter,  only the Company's obligations in
Sections  7.07,  8.05  and 8.06  shall  survive.  After  any  such  delivery  or
irrevocable deposit, the Trustee,  upon delivery of an Officers' Certificate and
an Opinion of Counsel stating that all conditions precedent under this Indenture
relating to the  satisfaction and discharge of this Indenture have been complied
with,  shall  acknowledge in writing the discharge of the Company's  obligations
under the Notes  and this  Indenture  except  for  those  surviving  obligations
specified above.

     SECTION 8.04.  Application  of Trust Money.  Subject to Section  8.06,  the
                    ---------------------------
Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations
deposited  with it pursuant to Section  8.01,  8.02 or 8.03, as the case may be,
and  shall  apply  the  deposited  money  and the  money  from  U.S.  Government
Obligations  in accordance  with the Notes and this  Indenture to the payment of
principal of,  premium,  if any, and interest on the Notes;  but such money need
not be segregated from other funds except to the extent required by law.

     SECTION 8.05.  Repayment to Company.  Subject to Sections 7.07,  8.01, 8.02
                    --------------------
and 8.03,  the Trustee and the Paying  Agent shall  promptly  pay to the Company
upon request set forth in an Officers' Certificate any excess money held by them
at any time and thereupon  shall be relieved from all liability  with respect to
such  money.  The Trustee  and the Paying  Agent  shall pay to the Company  upon
request any money held by them for the payment of principal, premium, if any, or
interest that remains unclaimed for two years; provided that the Trustee or such
Paying Agent before being required to make any payment may cause to be published
at the expense of the Company once in a newspaper of general  circulation in The
City of New York or mail to each Holder  entitled to such money at such Holder's
address (as set forth in the Security  Register)  notice that such money remains
unclaimed and that after a date specified therein



                                       64
<PAGE>

(which shall be at least 30 days from the date of such  publication  or mailing)
any  unclaimed  balance  of such  money  then  remaining  will be  repaid to the
Company. After payment to the Company,  Holders entitled to such money must look
to the  Company  for  payment  as general  creditors  unless an  applicable  law
designates  another  Person,  and all  liability  of the Trustee and such Paying
Agent with respect to such money shall cease.

     SECTION  8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to
                     -------------
apply any money or U.S. Government  Obligations in accordance with Section 8.01,
8.02 or 8.03, as the case may be, by reason of any legal proceeding or by reason
of any order or  judgment  of any  court or  governmental  authority  enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this  Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as the case may be,
until such time as the Trustee or Paying  Agent is  permitted  to apply all such
money or U.S.  Government  Obligations in accordance  with Section 8.01, 8.02 or
8.03, as the case may be;  provided that, if the Company has made any payment of
principal  of,  premium,  if  any,  or  interest  on any  Notes  because  of the
reinstatement of its obligations,  the Company shall be subrogated to the rights
of the  Holders  of such Notes to receive  such  payment  from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 9.01. Without Consent of Holders. The Company, when authorized by a
                   --------------------------
resolution  of its Board of  Directors,  and the Trustee may amend or supplement
this Indenture or the Notes without notice to or the consent of any Holder:

     (1) to cure any  ambiguity,  defect  or  inconsistency  in this  Indenture;
   provided that such  supplement,  modification  or amendment shall not, in the
   good faith opinion of the Board of Directors,  adversely affect the interests
   of the Holders in any material respect;

     (2) to comply with Article Five;

     (3) to comply with any  requirements  of the Commission in connection  with
   the qualification of this Indenture under the TIA;

     (4) to evidence and provide for the acceptance of appointment  hereunder by
   a successor Trustee; or

     (5) to make any change that does not  materially  and adversely  affect the
   rights of any Holder.

     SECTION  9.02.  With Consent of Holders.  Subject to Sections 6.04 and 6.07
                     -----------------------
and without  prior notice to the Holders,  the Company,  when  authorized by its
Board of Directors  (as  evidenced by a Board  Resolution),  and the Trustee may
amend this  Indenture  and the Notes with the written  consent of the Holders of
not less than a majority in aggregate principal amount of the outstanding Notes,
and the Holders of not less than a majority in aggregate  principal  amount


                                       65
<PAGE>

of the  outstanding  Notes by written  notice to the  Trustee  may waive  future
compliance by the Company with any provision of this Indenture or the Notes.

     Notwithstanding the provisions of this Section 9.02, without the consent of
each Holder affected, an amendment or waiver,  including a waiver pursuant to
Section 6.04, may not:

     (i) change the Stated  Maturity of the principal of, or any  installment of
   interest on any Note;

     (ii) reduce the  principal  amount of, or premium,  if any, or interest on,
   any Note;

     (iii) change the place or currency of payment of principal  of, or premium,
   if any, or interest on, any Note;

     (iv) impair the right to institute suit for the  enforcement of any payment
   on or after the Stated Maturity (or, in the case of a redemption, on or after
   the Redemption Date) of any Note;

     (v) reduce the above-stated  percentage of outstanding Notes the consent of
   whose Holders is necessary to modify or amend this Indenture;

     (vi) waive a Default in the payment of principal of, or premium, if any, or
   interest on the Notes;

     (vii) reduce the  percentage or aggregate  principal  amount of outstanding
   Notes the consent of whose  Holders is necessary for any waiver of compliance
   with Section 6.04;

     (viii)  modify  any of the  provisions  of this  Section  9.02,  except  to
   increase any such  percentage or to provide that certain other  provisions of
   this Indenture cannot be modified or waived without the consent of the Holder
   of each outstanding Note affected thereby; or

     (ix) amend or modify any of the  provisions of this Indenture in any manner
   which  subordinates  the Notes issued hereunder in right of payment to any of
   the Company's other Indebtedness.

     It shall not be necessary for the consent of the Holders under this Section
9.02 to approve the  particular  form of any proposed  amendment,  supplement or
waiver,  but it shall be  sufficient  if such  consent  approves  the  substance
thereof.

     After an  amendment,  supplement  or waiver under this Section 9.02 becomes
effective,  the  Company  shall mail to the  Holders  affected  thereby a notice
briefly  describing the amendment,  supplement or waiver.  The Company will mail
supplemental  indentures to Holders upon request.  Any failure of the Company to
mail such notice, or any defect therein,  shall not, however,  in any way impair
or affect the validity of any such supplemental indenture or waiver.

                                       66
<PAGE>

     SECTION  9.03.  Revocation  and Effect of Consent.  Until an  amendment  or
                     ---------------------------------
waiver becomes effective, a consent to it by a Holder is a continuing consent by
the  Holder  and every  subsequent  Holder of a Note or  portion  of a Note that
evidences the same debt as the Note of the consenting  Holder,  even if notation
of the consent is not made on any Note.  However,  any such Holder or subsequent
Holder  may revoke  the  consent  as to its Note or  portion  of its Note.  Such
revocation  shall be  effective  only if the  Trustee  receives  the  notice  of
revocation  before  the  date  the  amendment,   supplement  or  waiver  becomes
effective. An amendment,  supplement or waiver shall become effective on receipt
by the Trustee of written consents from the Holders of the requisite  percentage
in principal amount of the outstanding Notes.

     The Company may,  but shall not be obligated  to, fix a record date for the
purpose of  determining  the  Holders  entitled  to  consent  to any  amendment,
supplement or waiver. If a record date is fixed, then,  notwithstanding the last
two sentences of the  immediately  preceding  paragraph,  those persons who were
Holders at such record date (or their duly  designated  proxies)  and only those
persons shall be entitled to consent to such amendment,  supplement or waiver or
to revoke any consent previously given,  whether or not such persons continue to
be Holders  after such record date.  No such consent shall be valid or effective
for more than 90 days after such record date.

     After an amendment,  supplement or waiver becomes effective,  it shall bind
every  Holder  unless it is of the type  described in any of clauses (i) through
(ix) of Section 9.02. In case of an amendment or waiver of the type described in
clauses (i) through  (ix) of Section  9.02,  the  amendment or waiver shall bind
each Holder who has consented to it and every  subsequent  Holder of a Note that
evidences the same indebtedness as the Note of the consenting Holder.

     SECTION 9.04. Notation on or Exchange of Notes. If an amendment, supplement
                   --------------------------------
or waiver  changes  the terms of a Note,  the  Trustee may require the Holder to
deliver it to the Trustee.  The Trustee may place an appropriate notation on the
Note about the  changed  terms and return it to the Holder and the  Trustee  may
place  an   appropriate   notation   on  any  Note   thereafter   authenticated.
Alternatively,  if the  Company or the  Trustee so  determines,  the  Company in
exchange for the Note shall issue and the Trustee shall  authenticate a new Note
that reflects the changed terms.

     SECTION  9.05.  Trustee  to Sign  Amendments,  Etc.  The  Trustee  shall be
                     ----------------------------------
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel  stating  that the  execution  of any  amendment,  supplement  or waiver
authorized  pursuant to this  Article  Nine is  authorized  or permitted by this
Indenture.  Subject  to the  preceding  sentence,  the  Trustee  shall sign such
amendment, supplement or waiver if the same does not adversely affect the rights
of the Trustee. The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     SECTION 9.06.  Conformity  with Trust  Indenture  Act.  Every  supplemental
                    --------------------------------------
indenture   executed  pursuant  to  this  Article  Nine  shall  conform  to  the
requirements of the TIA as then in effect.


                                       67
<PAGE>

     SECTION 9.07. Effect of Supplemental Indentures.  Upon the execution of any
                   ---------------------------------
supplemental  indenture,  this  Indenture  shall be  deemed to be  modified  and
amended in accordance therewith and the respective rights, limitation of rights,
obligations,  duties and  immunities  under this  Indenture of the Trustee,  the
Company and the Holders 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 deemed to
be part of the terms and conditions of this Indenture for any and all purposes.

                                  ARTICLE TEN
                             [INTENTIONALLY OMITTED]

                                 ARTICLE ELEVEN
                                  MISCELLANEOUS

     SECTION 11.01.  Trust Indenture Act of 1939. Prior to the  effectiveness of
                     ---------------------------
the Registration Statement,  this Indenture shall incorporate and be governed by
the  provisions  of the TIA  that  are  required  to be  part  of and to  govern
indentures  qualified under the TIA. After the effectiveness of the Registration
Statement, this Indenture shall be subject to the provisions of the TIA that are
required to be a part of this Indenture and shall, to the extent applicable,  be
governed by such provisions.

     SECTION 11.02.  Notices.  Any notice or communication shall be sufficiently
                     -------
given if in  writing  and  delivered  in person or  mailed by first  class  mail
addressed as follows:

     if to the Company:

           Silgan Holdings Inc.
           4 Landmark Square
           Suite 400
           Stamford, Connecticut  06901
           Attention:  General Counsel

     if to the Trustee:

           U.S. Bank National Association
           10 West Broad Street, 12th Floor
           Columbus, Ohio 43215

     The Company or the Trustee by notice to the other may designate  additional
or different addresses for subsequent notices or communications.

     Any notice or  communication  mailed to a Holder  shall be mailed to him at
his address as it appears on the Security Register by first class mail and shall
be sufficiently given to him if so mailed within the time prescribed.  Copies of
any such communication or notice to a Holder shall also be mailed to the Trustee
and each Agent at the same time.

     Failure to mail a notice or  communication  to a Holder or any defect in it
shall not affect its  sufficiency  with respect to other  Holders.  Except for a
notice to the Trustee, which is


                                       68
<PAGE>

deemed  given only when  received,  and  except as  otherwise  provided  in this
Indenture, if a notice or communication is mailed in the manner provided in this
Section 11.02, it is duly given, whether or not the addressee receives it.

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

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall  constitute
a sufficient notification for every purpose hereunder.

     SECTION 11.03. Certificate and Opinion as to Conditions Precedent. Upon any
                    --------------------------------------------------
request or  application  by the Company to the Trustee to take any action  under
this Indenture, the Company shall furnish to the Trustee:

     (i) an Officers' Certificate stating that, in the opinion of the signers,
   all conditions  precedent,  if any, provided for in this Indenture relating
   to the proposed action have been complied with; and

     (ii) an Opinion of Counsel  stating  that,  in the opinion of such Counsel,
   all such conditions precedent have been complied with.

     SECTION  11.04.   Statements  Required  in  Certificate  or  Opinion.  Each
                       --------------------------------------------------
certificate  or opinion with respect to compliance  with a condition or covenant
provided for in this Indenture shall include:

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

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

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

     (iv) a statement  as to whether or not, in the opinion of each such person,
   such condition or covenant has been complied with; provided,  however,  that,
   with  respect  to matters  of fact,  an  Opinion  of  Counsel  may rely on an
   Officers' Certificate or certificates of public officials.


                                       69

<PAGE>

     SECTION 11.05. Rules by Trustee, Paying Agent or Registrar. The Trustee may
                    -------------------------------------------
make reasonable rules for action by or at a meeting of Holders. The Paying Agent
or Registrar may make reasonable rules for its functions.

     SECTION  11.06.  Payment  Date Other Than a Business  Day.  If an  Interest
                      ----------------------------------------
Payment Date,  Redemption Date,  Change of Control Payment Date, Excess Proceeds
Payment  Date,  Stated  Maturity  or date of maturity of any Note shall not be a
Business Day, then payment of principal of, premium, if any, or interest on such
Note, as the case may be, 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
Interest Payment Date,  Change of Control Payment Date,  Excess Proceeds Payment
Date, or Redemption  Date, or at the Stated Maturity or date of maturity of such
Note;  provided that no interest shall accrue for the period from and after such
Interest Payment Date,  Change of Control Payment Date,  Excess Proceeds Payment
Date, Redemption Date, Stated Maturity or date of maturity, as the case may be.

     SECTION  11.07.  Governing  Law.  The laws of the  State of New York  shall
                      --------------
govern this  Indenture and the Notes.  The Trustee,  the Company and the Holders
agree to submit to the  jurisdiction  of the  courts of the State of New York in
any action or  proceeding  arising out of or relating to this  Indenture  or the
Notes.

     SECTION  11.08.  No  Adverse  Interpretation  of  Other  Agreements.   This
                      --------------------------------------------------
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any  Subsidiary of the Company.  Any such  indenture,  loan or
debt agreement may not be used to interpret this Indenture.

     SECTION  11.09.  Indenture  and  Notes  Solely  Corporate  Obligations.  No
                      -----------------------------------------------------
recourse under or upon any obligation,  covenant or agreement of this Indenture,
any supplemental  indenture,  or of any Notes, 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 predecessor or 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 predecessor
or  successor  corporation,  or any of  them,  because  of the  creation  of the
indebtedness  hereby  authorized,  or under  or by  reason  of the  obligations,
covenants or agreements  contained in this Indenture,  or in any of the Notes or
implied thereby; and that any and all such personal liability,  either at common
law or in equity or by  constitution  or statute of, and any and all such rights
and claims against, every such incorporator,  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 Notes or  implied  thereby,  are
hereby  expressly  waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of such Notes.


                                       70
<PAGE>

     SECTION 11.10. Successors.  All agreements of the Company in this Indenture
                    ----------
and the Notes shall bind its  successors.  All agreements of the Trustee in this
Indenture shall bind its successor.

     SECTION  11.11.  Duplicate  Originals.  The  parties may sign any number of
                      --------------------
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     SECTION 11.12. Separability.  In case any provision in this Indenture or in
                    ------------
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

     SECTION  11.13.  Table of Contents,  Headings,  Etc. The Table of Contents,
                      ----------------------------------
Cross-Reference  Table  and  headings  of the  Articles  and  Sections  of  this
Indenture have been inserted for  convenience  of reference  only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
and provisions hereof.

     SECTION 11.14.  Indenture for Sole Benefit of Parties and Holders.  Nothing
                     -------------------------------------------------
in  this  Indenture  or in the  Notes,  express  or  implied,  shall  give or be
construed  to give to any Person,  firm or  corporation,  other than the parties
hereto,  any agent of the Trustee or the Company  under this  Indenture  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 such covenants,  conditions and provisions being,  subject to the provisions
of Article Five and Section 11.10,  for the sole benefit of the parties  hereto,
any agent of the Trustee or the Company under this Indenture and the Holders.


                                       71

<PAGE>


                                   SIGNATURES


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed, all as of the date first written above.


                               SILGAN HOLDINGS INC.


                               By: /s/ Frank W. Hogan, III
                                   ---------------------------------------------
                                   Name:  Frank W. Hogan, III
                                   Title: Senior Vice President, General Counsel
                                           and Secretary


                               U.S. BANK NATIONAL ASSOCIATION

                               By: /s/ Scott Miller
                                   ---------------------------------------------
                                   Name:  Scott Miller
                                   Title: Vice President






<PAGE>



                                                                      EXHIBIT A
                                                                      ---------

                                 [FACE OF NOTE]

     THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL
INCOME INCOME TAX PURPOSES.  FOR UNITED STATES FEDERAL INCOME TAX PURPOSES,  THE
ISSUE  PRICE OF THE NOTE IS 97.280% OF ITS STATED  PRINCIPAL  AMOUNT,  THE TOTAL
AMOUNT OF ORIGINAL ISSUE DISCOUNT IS 2.72% OF ITS STATED PRINCIPAL  AMOUNT,  THE
ISSUE  DATE IS MAY 12,  2009,  AND THE YIELD TO  MATURITY  ON THE ISSUE  DATE IS
7.750%,  COMPOUNDED  SEMIANNUALLY.  HOLDERS OF THIS NOTE MAY OBTAIN  INFORMATION
REGARDING  THE AMOUNT OF ORIGINAL  ISSUE  DISCOUNT AND THE YIELD TO MATURITY FOR
THIS NOTE BY  SUBMITTING  A WRITTEN  REQUEST  FOR SUCH  INFORMATION  TO:  SILGAN
HOLDINGS  INC.,  4 LANDMARK  SQUARE,  STAMFORD,  CONNECTICUT  06901,  ATTENTION:
GENERAL COUNSEL.

                              SILGAN HOLDINGS INC.

                           7 1/4% Senior Note due 2016

                                                      [CUSIP] [CINS] __________

No.  _________


     SILGAN HOLDINGS INC., a Delaware  corporation  (the  "Company",  which term
includes any successor under the Indenture  hereinafter  referred to), for value
received,  promises to pay to  _____________,  or its  registered  assigns,  the
principal sum of ____________ United States Dollars ($____) on August 15, 2016.

     Interest Payment Dates:  February 15 and August 15,  commencing  August 15,
2009.

     Regular Record Dates:  February 1 and August 1.

     Reference is hereby made to the further  provisions  of this Note set forth
on the reverse hereof,  which further provisions shall for all purposes have the
same effect as if set forth at this place.


<PAGE>


     IN WITNESS WHEREOF,  the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers.


                                                SILGAN HOLDINGS INC.


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



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


                    (Trustee's Certificate of Authentication)

     This  is  one  of  the 7  1/4%  Senior  Notes  due  2016  described  in the
within-mentioned Indenture.

Date:  May 12, 2009


                                                U.S. BANK NATIONAL ASSOCIATION
                                                  as Trustee


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


<PAGE>


                             [REVERSE SIDE OF NOTE]

                              SILGAN HOLDINGS INC.

                           7 1/4% Senior Note due 2016


1. Principal and Interest.

     The Company will pay the principal of this Note on August 15, 2016.

     The Company  promises to pay interest on the principal  amount of this Note
on each Interest  Payment Date, as set forth below,  at the rate per annum shown
above.

     Interest  will be  payable  semiannually  (to the  holders of record of the
Notes  at the  close of  business  on the  February  1 or  August 1  immediately
preceding the Interest Payment Date) on each Interest  Payment Date,  commencing
August 15, 2009.

     If an exchange offer registered under the Securities Act is not consummated
and a shelf  registration  statement  under the  Securities  Act with respect to
resales of the Notes is not declared  effective by the Commission,  on or before
November 12,  2009,  in  accordance  with the terms of the  Registration  Rights
Agreement  dated May 12, 2009  between  the  Company and the Initial  Purchasers
named therein, the annual interest rate borne by the Notes shall be increased by
0.5% from the rate shown above accruing from November 12, 2009,  payable in cash
semiannually,  in arrears,  on each February 15 and August 15, commencing August
15,  2009  until the  Exchange  Offer is  consummated  or the  applicable  Shelf
Registration  Statement  is  declared  effective.  The  Holder  of this  Note is
entitled to the benefits of such Registration Rights Agreement.

     Interest  on the  Notes  will  accrue  from the most  recent  date to which
interest  has been paid or, if no  interest  has been paid,  from May 12,  2009;
provided  that,  if there is no existing  default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date.  Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

     The Company shall pay interest on overdue  principal  and premium,  if any,
and interest on overdue  installments  of interest,  to the extent lawful,  at a
rate per annum that is 2% in excess of the rate otherwise payable.

2. Method of Payment.

     The Company will pay interest (except defaulted  interest) on the principal
amount  of the  Notes as  provided  above on each  February  15 and  August  15,
commencing  August 15, 2009 to the persons who are Holders (as  reflected in the
Security  Register  at the close of  business  on such  February  1 and August 1
immediately preceding the Interest Payment Date), in each case, even if the Note
is cancelled on  registration of transfer or registration of exchange after



<PAGE>

such record date;  provided that, with respect to the payment of principal,  the
Company  will make payment to the Holder that  surrenders  this Note to a Paying
Agent on or after August 15, 2016.

     The Company will pay  principal,  premium,  if any, and as provided  above,
interest  in money of the  United  States  that at the time of  payment is legal
tender for payment of public and  private  debts.  However,  the Company may pay
principal,  premium, if any, and interest by its check payable in such money. It
may mail an interest check to a Holder's registered address (as reflected in the
Security  Register) unless a Holder has given wire transfer  instructions to the
Company.  If a payment  date is a date other  than a Business  Day at a place of
payment,  payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.

3. Paying Agent and Registrar.

     Initially,  the Trustee will act as authenticating  agent, Paying Agent and
Registrar.  The Company may change any  authenticating  agent,  Paying  Agent or
Registrar  without  notice.  The Company,  any  Subsidiary of the Company or any
Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.

4. Indenture; Limitations.

     The Company  issued the Notes under an  Indenture  dated as of May 12, 2009
(the "Indenture"),  between the Company and U.S. Bank National  Association,  as
trustee  (the  "Trustee").  Capitalized  terms herein are used as defined in the
Indenture  unless  otherwise  indicated.  The terms of the Notes  include  those
stated in the Indenture and those made part of the Indenture by reference to the
Trust  Indenture  Act. The Notes are subject to all such terms,  and Holders are
referred to the  Indenture  and the Trust  Indenture  Act for a statement of all
such  terms.  To the extent  permitted  by  applicable  law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

     The Notes are general senior unsecured obligation of the Company.

5. Redemption.

     (a) The Notes will be redeemable,  at the Company's  option, in whole or in
part,  at any time on or after August 15, 2013 and prior to  maturity,  upon not
less than 30 nor more than 60 days' prior notice mailed by  first-class  mail to
each  Holder's  last  address  as it appears in the  Security  Register,  at the
following  Redemption  Prices  (expressed  in  percentages  of  their  principal
amount),  plus  accrued  and unpaid  interest,  if any, to the  Redemption  Date
(subject to the right of Holders of record on the relevant  Regular  Record Date
that is on or  prior  to the  Redemption  Date  to  receive  interest  due on an
Interest  Payment Date), if redeemed  during the 12-month  period  commencing on
August 15 of the applicable year set forth below:

                 Year                           Redemption Price
                 ----                           ----------------
                 2013                               103.625%
                 2014                               101.813%
                 2015 and thereafter                100.000%

<PAGE>

     (b) At any time prior to August 15,  2013,  the  Company  may redeem all or
part of the Notes upon not less than 30 nor more than 60 days' prior notice at a
Redemption  Price equal to the sum of (i) 100% of the principal  amount thereof,
plus  (ii) the  Applicable  Premium  as of the date of  redemption,  plus  (iii)
accrued and unpaid interest,  if any, to the date of redemption  (subject to the
right of Holders of record on the  relevant  Regular  Record  Date that is on or
prior to the  Redemption  Date to receive  interest  due on an Interest  Payment
Date).

     (c) In  addition,  at any time prior to August 15,  2012,  the  Company may
redeem  up to  35% of the  principal  amount  of  the  Notes  originally  issued
(including any additional Notes  originally  issued after the Closing Date) with
the Net Cash Proceeds of one or more sales of the Company's Capital Stock (other
than  Disqualified  Stock) at a Redemption  Price  (expressed as a percentage of
principal  amount)  of  107.250%,  plus  accrued  and  unpaid  interest  to  the
Redemption  Date  (subject  to the right of  Holders  of record on the  relevant
Regular  Record  Date  that is on or prior  to the  Redemption  Date to  receive
interest due on an Interest  Payment  Date);  provided  that at least 65% of the
aggregate  principal amount of Notes originally issued (including any additional
Notes originally  issued after the Closing Date) remains  outstanding after each
such  redemption  and notice of any such  redemption is mailed within 60 days of
each such sale of Capital Stock.

     Notes in original denominations larger than $1,000 may be redeemed in part.
On and after the Redemption Date, interest ceases to accrue on Notes or portions
of Notes called for  redemption,  unless the Company  defaults in the payment of
the Redemption Price.

6. Repurchase upon Change of Control.

     Upon the  occurrence  of any Change of Control,  each Holder shall have the
right,  subject to the terms of the Indenture,  to require the repurchase of its
Notes by the Company in cash pursuant to the offer described in the Indenture at
a purchase price equal to 101% of the principal  amount thereof plus accrued and
unpaid interest,  if any, to the Payment Date. The Company shall not be required
to make an Offer to  Purchase  upon the  occurrence  of a Change of Control if a
third party makes an offer to purchase the Notes in the manner, at the times and
price and  otherwise  in  compliance  with the  requirements  of this  Indenture
applicable  to an Offer to Purchase  for a Change of Control and  purchases  all
Notes validly tendered and not withdrawn in such offer to purchase.

     A notice of such Change of Control will be mailed  within 30 days after any
Change of Control occurs to each Holder at his last address as it appears in the
Security  Register.  Notes in original  denominations  larger than $1,000 may be
sold to the Company in part. On and after the Payment Date,  interest  ceases to
accrue on Notes or portions of Notes  surrendered  for  purchase by the Company,
unless the Company defaults in the payment of the purchase price.

7. Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in denominations of $2,000
of  principal  amount and  multiples of $1,000 in excess  thereof.  A Holder may
register the transfer or exchange of Notes in accordance with the Indenture. The
Registrar  may require a Holder,  among  other  things,  to furnish  appropriate
endorsements  and transfer  documents  and to pay any


<PAGE>

taxes and fees required by law or permitted by the Indenture. The Registrar need
not  register the  transfer of or exchange  any Notes  selected for  redemption.
Also,  it need not issue,  register  the transfer of or exchange any Notes for a
period of 15 days before a selection of Notes to be redeemed is made.

8. Persons Deemed Owners.

     A Holder shall be treated as the owner of a Note for all purposes.

9. Unclaimed Money.

     If money for the payment of principal, premium, if any, or interest remains
unclaimed  for two years,  the Trustee  and the Paying  Agent will pay the money
back to the Company at its request.  After that,  Holders  entitled to the money
must  look  to the  Company  for  payment,  unless  an  abandoned  property  law
designates  another  Person,  and all  liability  of the Trustee and such Paying
Agent with respect to such money shall cease.

10. Discharge Prior to Redemption or Maturity.

     If  the  Company  deposits  with  the  Trustee  money  or  U.S.  Government
Obligations  sufficient to pay the then  outstanding  principal of, premium,  if
any,  and  accrued  interest on the Notes (a) to  redemption  or  maturity,  the
Company will be discharged  from the Indenture and the Notes,  except in certain
circumstances for certain sections thereof, and (b) to the Stated Maturity,  the
Company will be discharged from certain covenants set forth in the Indenture.

11. Amendment; Supplement; Waiver.

     Subject to certain exceptions, the Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in aggregate
principal  amount of the Notes then  outstanding,  and any  existing  default or
compliance  with any  provision may be waived with the consent of the Holders of
at least a majority in aggregate principal amount of the Notes then outstanding.
Without notice to or the consent of any Holder, the parties thereto may amend or
supplement  the  Indenture  or the  Notes  to,  among  other  things,  cure  any
ambiguity,  defect or inconsistency and make any change that does not materially
and adversely affect the rights of any Holder.

12. Restrictive Covenants.

     The Indenture imposes certain limitations on the ability of the Company and
its  Restricted   Subsidiaries,   among  other  things,   to  Incur   additional
Indebtedness,  make  Restricted  Payments,  use the  proceeds  from Asset Sales,
engage  in  transactions   with   Affiliates,   engage  in  Sale  and  Leaseback
Transactions or merge,  consolidate or transfer substantially all of its assets.
Within 60 days after the end of each fiscal  quarter  (120 days after the end of
the last fiscal quarter of each year), the Company must report to the Trustee on
compliance with such limitations.

13. Successor Persons.


<PAGE>


     When a successor  person or other entity assumes all the obligations of its
predecessor  under the Notes and the Indenture,  the predecessor  person will be
released from those obligations.

14. Defaults and Remedies.

     The following  events  constitute  "Events of Default" under the Indenture:
(a) default in the payment of  principal  of (or  premium,  if any, on) any Note
when the same becomes due and payable at maturity, upon acceleration, redemption
or  otherwise;  (b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30 days; (c)
default in the  performance  or breach of Article  Five of the  Indenture or the
failure to make or consummate  an Offer to Purchase in  accordance  with Section
4.11 or 4.12 of the Indenture; (d) the Company defaults in the performance of or
breaches  any other  covenant or  agreement  of the Company in the  Indenture or
under the Notes (other than a default specified in clause (a), (b) or (c) above)
and such default or breach  continues for a period of 60 consecutive  days after
written  notice to the  Company by the  Trustee or the Holders of 25% or more in
aggregate  principal  amount of the Notes;  (e) there occurs with respect to any
issue or issues of  Indebtedness  of the Company or any  Significant  Subsidiary
having an outstanding  principal  amount of $75 million or more in the aggregate
for all such issues of all such Persons, whether such Indebtedness now exists or
shall  hereafter be created,  (I) an event of default that has caused the holder
thereof to declare such  Indebtedness  to be due and payable prior to its Stated
Maturity  and  such  Indebtedness  has  not  been  discharged  in  full  or such
acceleration  has  not  been  rescinded  or  annulled  within  30  days  of such
acceleration  and/or (II) the  failure to make a principal  payment at the final
(but not any interim) fixed  maturity and such defaulted  payment shall not have
been made,  waived or extended within 30 days of such payment  default;  (f) any
final  judgment or order (not covered by insurance)  for the payment of money in
excess of $75 million in the  aggregate  for all such final  judgments or orders
against all such Persons (treating any deductibles,  self-insurance or retention
as not so  covered)  shall be rendered  against  the Company or any  Significant
Subsidiary and shall not be paid or discharged, and there shall be any period of
60 consecutive  days following  entry of the final judgment or order that causes
the aggregate amount for all such final judgments or orders  outstanding and not
paid or discharged against all such Persons to exceed $75 million during which a
stay of  enforcement  of such final  judgment  or order,  by reason of a pending
appeal or otherwise,  shall not be in effect; (g) a court having jurisdiction in
the  premises  enters a decree or order for (A) relief in respect of the Company
or any  Significant  Subsidiary  in an  involuntary  case  under any  applicable
bankruptcy,  insolvency  or other  similar law now or hereafter  in effect,  (B)
appointment   of  a  receiver,   liquidator,   assignee,   custodian,   trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or  substantially  all of the  property and assets of the Company or any
Significant  Subsidiary or (C) the winding up or  liquidation  of the affairs of
the Company or any  Significant  Subsidiary  and,  in each case,  such decree or
order shall remain  unstayed and in effect for a period of 60 consecutive  days;
or (h) the Company or any Significant  Subsidiary (A) commences a voluntary case
under  any  applicable  bankruptcy,  insolvency  or  other  similar  law  now or
hereafter  in  effect,  or  consents  to the entry of an order for  relief in an
involuntary  case under any such law,  (B)  consents  to the  appointment  of or
taking  possession  by a receiver,  liquidator,  assignee,  custodian,  trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or



<PAGE>

any of its Significant  Subsidiaries  or (C) effects any general  assignment for
the benefit of creditors.

     If an  Event  of  Default,  as  defined  in the  Indenture,  occurs  and is
continuing,  the Trustee or the Holders of at least 25% in  aggregate  principal
amount of the Notes then  outstanding  may  declare  all the Notes to be due and
payable  subject to the terms of the  Indenture.  If a bankruptcy  or insolvency
default with respect to the Company or any Restricted  Subsidiary  occurs and is
continuing,  the Notes  automatically  become due and  payable.  Holders may not
enforce the  Indenture  or the Notes  except as provided in the  Indenture.  The
Trustee  may  require  indemnity  satisfactory  to it  before  it  enforces  the
Indenture or the Notes.  Subject to certain  limitations,  Holders of at least a
majority  in  principal  amount of the Notes  then  outstanding  may  direct the
Trustee in its exercise of any trust or power.

15. Trustee Dealings with Company.

     The Trustee under the Indenture,  in its individual or any other  capacity,
may make loans to, accept deposits from and perform  services for the Company or
its  Affiliates  and may otherwise deal with the Company or its Affiliates as if
it were not the Trustee.

16. Indenture and Notes Solely Corporate Obligations

     No recourse  under or upon any  obligation,  covenant or  agreement  of the
Indenture,  any supplemental  indenture, or of any Notes, 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 predecessor or 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 the Indenture and the obligations  issued  thereunder
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 predecessor
or  successor  corporation,  or any of  them,  because  of the  creation  of the
indebtedness  hereby  authorized,  or under  or by  reason  of the  obligations,
covenants or agreements  contained in the  Indenture,  or in any of the Notes or
implied thereby; and that any and all such personal liability,  either at common
law or in equity or by  constitution  or statute of, and any and all such rights
and claims against, every such incorporator,  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 the Indenture or in any of the Notes or implied thereby, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of the Indenture and the issue of such Notes.

17. Authentication.

     This Note  shall not be valid  until the  Trustee or  authenticating  agent
signs the certificate of authentication on the other side of this Note.

18. Abbreviations.


<PAGE>


     Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common),  TEN ENT (= tenants by the  entireties),
JT TEN (=  joint  tenants  with  right of  survivorship  and not as  tenants  in
common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

     The Company  will  furnish to any Holder upon  written  request and without
charge a copy of the Indenture.  Requests may be made to Silgan Holdings Inc., 4
Landmark Square, Stamford, Connecticut 06901, Attention: General Counsel.



<PAGE>


                            [FORM OF TRANSFER NOTICE]


     FOR VALUE  RECEIVED  the  undersigned  registered  holder  hereby  sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
----------------------------------

___________________________________________________________

Please print or typewrite name and address including zip code of assignee

___________________________________________________________

the within Note and all rights thereunder,  hereby irrevocably  constituting and
appointing _______________________________ attorney to transfer said Note on the
books of the Company with full power of substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                    ON ALL NOTES OTHER THAN REGISTERED NOTES,
                      UNLEGENDED OFFSHORE GLOBAL NOTES AND
                       UNLEGENDED OFFSHORE PHYSICAL NOTES]

     In connection  with any transfer of this Note  occurring  prior to the date
which is the  earlier  of (i) the  date  the  shelf  registration  statement  is
declared  effective or (ii) the end of the period  referred to in Rule 144 under
the Securities Act, the undersigned  confirms that without utilizing any general
solicitation or general advertising that:

                                   [Check One]
                                    ---------

[  ] (a) this Note is being  transferred  in compliance  with the exemption from
     registration  under  the  Securities  Act of 1933  provided  by  Rule  144A
     thereunder.

                                       or

                                       --
[  ] (b) this Note is being  transferred other than in accordance with (a) above
     and  documents  are being  furnished  which comply with the  conditions  of
     transfer set forth in this Note and the Indenture.


<PAGE>


If none of the foregoing boxes is checked,  the Trustee or other Registrar shall
not be obligated to register  this Note in the name of any Person other than the
Holder  hereof  unless  and  until  the  conditions  to  any  such  transfer  of
registration  set forth herein and in Section 2.08 of the  Indenture  shall have
been satisfied.

Date:
      ______________________      ____________

                                  NOTICE:  The signature to this  assignment
                                  must correspond with the name as written
                                  upon  the  face  of  the  within-mentioned
                                  instrument  in  every particular, without
                                  alteration or any change whatsoever.


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the  meaning of Rule 144A under the  Securities  Act of 1933 and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such  information  regarding the Company as the  undersigned has
requested  pursuant  to  Rule  144A  or  has  determined  not  to  request  such
information  and  that it is aware  that  the  transferor  is  relying  upon the
undersigned's  foregoing  representations  in order to claim the exemption  from
registration provided by Rule 144A.

Date:
      ______________________      ____________

                                  NOTICE: To be executed by an executive officer


<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


     If you wish to have this Note purchased by the Company  pursuant to Section
4.11 or Section 4.12 of the Indenture, check the Box: [ ]

     If you  wish to  have a  portion  of this  Note  purchased  by the  Company
pursuant to Section  4.11 or Section  4.12 of the  Indenture,  state the amount:
$______________.

Date:
      _______________________

Your Signature:
                ______________________________

       (Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:
                     ______________________________



<PAGE>

                                                                      EXHIBIT B
                                                                      ---------
                               Form of Certificate
                               -------------------


                                                                     _________,

U.S. Bank National Association
100 Wall Street, 16th Floor
New York, New York 10005

                   Re: Silgan Holdings Inc. (the "Company")
                   7 1/4% Senior Notes due 2016 (the "Notes")
                   -----------------------------------------

Dear Sirs:

     This letter relates to U.S.______$ principal amount of Notes represented by
a Note (the "Legended  Note") which bears a legend outlining  restrictions  upon
transfer of such Legended Note.  Pursuant to Section 2.02 of the Indenture dated
as of May 12, 2009 (the  "Indenture")  relating to the Notes,  we hereby certify
that we are (or we will hold such  securities on behalf of) a person outside the
United  States  to whom  the  Notes  could be  transferred  in  accordance  with
Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly, you
are hereby  requested  to exchange the legended  certificate  for an  unlegended
certificate  representing  an identical  principal  amount of Notes,  all in the
manner provided for in the Indenture.

     You and  the  Company  are  entitled  to  rely  upon  this  letter  and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any  administrative  or legal  proceedings  or  official  inquiry  with
respect to the matters covered hereby.  Terms used in this  certificate have the
meanings set forth in Regulation S.

                                                Very truly yours,

                                                [Name of Holder]


                                                By:
                                                   _____________________________
                                                   Authorized Signature


<PAGE>


                                                                      EXHIBIT C
                                                                      ---------

                            Form of Certificate to Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors
                    -----------------------------------------

                                                                      ________,

U.S. Bank National Association
100 Wall Street, 16th Floor
New York, New York 10005

                   Re: Silgan Holdings Inc. (the "Company")
                   7 1/4% Senior Notes due 2016 (the "Notes")
                   ------------------------------------------

Dear Sirs:

     In connection with our proposed  purchase of $_______  aggregate  principal
amount of the Notes, we confirm that:

     1. We understand  that any  subsequent  transfer of the Notes is subject to
certain  restrictions  and conditions set forth in the Indenture dated as of May
12, 2009 (the "Indenture"), relating to the Notes, and the undersigned agrees to
be bound by, and not to resell, pledge or otherwise transfer the Notes except in
compliance with, such restrictions and conditions and the Securities Act of 1933
(the "Securities Act").

     2. We  understand  that  the  offer  and  sale of the  Notes  have not been
registered  under the  Securities  Act, and that the Notes may not be offered or
sold except as permitted in the following sentence.  We agree, on our own behalf
and on behalf of any  accounts  for which we are acting as  hereinafter  stated,
that if we should  sell any Notes,  we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified  institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has  furnished  on its  behalf  by a U.S.  broker-dealer)  to you and to the
Company a signed letter  substantially  in the form of this letter,  (D) outside
the United States in accordance  with Regulation S under the Securities Act, (E)
pursuant  to the  exemption  from  registration  provided  by Rule 144 under the
Securities Act, or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person  purchasing any of
the Notes from us a notice advising such purchaser that resales of the Notes are
restricted as stated herein.

     3. We  understand  that,  on any proposed  resale of any Notes,  we will be
required to furnish to you and the Company such  certifications,  legal opinions
and other  information as you and the Company may reasonably  require to confirm
that the proposed  sale complies  with the  foregoing  restrictions.  We further
understand  that the Notes  purchased by us will bear a legend to the  foregoing
effect.

     4.  We are an  institutional  "accredited  investor"  (as  defined  in Rule
501(a)(1),  (2), (3) or (7) of Regulation D under the  Securities  Act) and have
such knowledge and



<PAGE>

experience in financial and business  matters as to be capable of evaluating the
merits and risks of our  investment  in the Notes,  and we and any  accounts for
which we are  acting  are  each  able to bear  the  economic  risk of our or its
investment.

     5. We are  acquiring  the Notes  purchased by us for our own account or for
one or more accounts (each of which is an institutional  "accredited  investor")
as to each of which we exercise sole investment discretion.

     You and  the  Company  are  entitled  to  rely  upon  this  letter  and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any  administrative  or legal  proceedings  or  official  inquiry  with
respect to the matters covered hereby.

                                                Very truly yours,

                                                [Name of Transferee]


                                                By:
                                                   ____________________________
                                                   Authorized Signature


<PAGE>


                                                                      EXHIBIT D
                                                                      ---------

                            Form of Certificate to Be
                          Delivered in Connection with
                       Transfers Pursuant to Regulation S
                       ----------------------------------

                                                                      ________,
U.S. Bank National Association
100 Wall Street, 16th Floor
New York, New York 10005

                   Re: Silgan Holdings Inc. (the "Company")
                   7 1/4% Senior Notes due 2016 (the "Notes")
                   -----------------------------------------

Dear Sirs:

     In connection with our proposed sale of U.S.$ aggregate principal amount of
the  Notes,  we  confirm  that such sale has been  effected  pursuant  to and in
accordance with Regulation S under the Securities Act of 1933 and,  accordingly,
we represent that:

     (1) the offer of the Notes was not made to a person in the United States;

     (2) at the time the buy order was  originated,  the  transferee was outside
the United States or we and any person acting on our behalf reasonably  believed
that the transferee was outside the United States;

     (3) no directed  selling  efforts have been made by us in the United States
in contravention of the requirements of Regulation S, as applicable; and

     (4)  the  transaction  is not  part  of a  plan  or  scheme  to  evade  the
registration requirements of the U.S. Securities Act of 1933.

     You and  the  Company  are  entitled  to  rely  upon  this  letter  and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any  administrative  or legal  proceedings  or  official  inquiry  with
respect to the matters covered hereby.  Terms used in this  certificate have the
meanings set forth in Regulation S.


                                                Very truly yours,

                                                [Name of Transferor]


                                                By:
                                                   ----------------------------
                                                   Authorized Signature