Exhibit 4.2

JEFFERSON SMURFIT CORPORATION (U.S.),
as Issuer

JSCE, INC.,
as Guarantor

and

THE BANK OF NEW YORK,
as Trustee

Indenture

Dated as of September 26, 2002

81/4% Senior Notes due 2012

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|              |               |                                            |                                                                                         | Page
|------------- | ------------- | ------------------------------------------ | --------------------------------------------------------------------------------------- | ----
|ARTICLE ONE   |               | DEFINITIONS AND INCORPORATION BY REFERENCE |                                                                                         | 1   
|              | SECTION 1.01. |                                            | Definitions                                                                             |     
|              | SECTION 1.02. |                                            | Incorporation by Reference of Trust Indenture Act                                       |     
|              | SECTION 1.03. |                                            | Rules of Construction                                                                   |     
|ARTICLE TWO   |               | THE NOTES                                  |                                                                                         | 22  
|              | SECTION 2.01. |                                            | Form and Dating                                                                         |     
|              | SECTION 2.02. |                                            | Restrictive Legends                                                                     |     
|              | SECTION 2.03. |                                            | Execution, Authentication and Denominations                                             |     
|              | SECTION 2.04. |                                            | Registrar and Paying Agent                                                              |     
|              | SECTION 2.05. |                                            | Paying Agent to Hold Money in Trust                                                     |     
|              | SECTION 2.06. |                                            | Transfer and Exchange                                                                   |     
|              | SECTION 2.07. |                                            | Book-Entry Provisions for Global Notes                                                  |     
|              | SECTION 2.08. |                                            | Special Transfer Provisions                                                             |     
|              | SECTION 2.09. |                                            | Replacement Notes                                                                       |     
|              | SECTION 2.10. |                                            | Outstanding Notes                                                                       |     
|              | SECTION 2.11. |                                            | Temporary Notes                                                                         |     
|              | SECTION 2.12. |                                            | Cancellation                                                                            |     
|              | SECTION 2.13. |                                            | CUSIP Numbers                                                                           |     
|              | SECTION 2.14. |                                            | Defaulted Interest                                                                      |     
|ARTICLE THREE |               | REDEMPTION                                 |                                                                                         | 32  
|              | SECTION 3.01. |                                            | Applicability                                                                           |     
|              | SECTION 3.02. |                                            | Notices to Trustee                                                                      |     
|              | SECTION 3.03. |                                            | Selection of Notes to Be Redeemed                                                       |     
|              | SECTION 3.04. |                                            | Notice of Redemption                                                                    |     
|              | SECTION 3.05. |                                            | Effect of Notice of Redemption                                                          |     
|              | SECTION 3.06. |                                            | Deposit of Redemption Price                                                             |     
|              | SECTION 3.07. |                                            | Payment of Notes Called for Redemption                                                  |     
|              | SECTION 3.08. |                                            | Notes Redeemed in Part                                                                  |     
|ARTICLE FOUR  |               | COVENANTS                                  |                                                                                         | 34  
|              | SECTION 4.01. |                                            | Payment of Notes                                                                        |     
|              | SECTION 4.02. |                                            | Maintenance of Office or Agency                                                         |     
|              | SECTION 4.03. |                                            | Limitation on Indebtedness                                                              |     
|              | SECTION 4.04. |                                            | Limitation on Restricted Payments                                                       |     
|              | SECTION 4.05. |                                            | Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries |     
|              | SECTION 4.06. |                                            | Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries         |     
|              | SECTION 4.07. |                                            | Limitation on Issuances of Guarantees by Restricted Subsidiaries                        |     
|              | SECTION 4.08. |                                            | Limitation on Transactions with Stockholders and Affiliates                             |     
|              | SECTION 4.09. |                                            | Limitation on Liens                                                                     |     
|              | SECTION 4.10. |                                            | Limitation on Sale-Leaseback Transactions                                               |     
|              | SECTION 4.11. |                                            | Limitation on Asset Sales                                                               |     
|              | SECTION 4.12. |                                            | Repurchase of Notes upon a Change of Control                                            |     
|              | SECTION 4.13. |                                            | Existence                                                                               |     
|              | SECTION 4.14. |                                            | Payment of Taxes and Other Claims                                                       |     
|              | SECTION 4.15. |                                            | Maintenance of Properties and Insurance                                                 |     
|              | SECTION 4.16. |                                            | Notice of Defaults                                                                      |     

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|              | SECTION 4.17. |                                     | Compliance Certificates                   |    | 47
|------------- | ------------- | ----------------------------------- | ----------------------------------------- | -- | --
|              | SECTION 4.18. |                                     | Commission Reports and Reports to Holders |    | 47
|              | SECTION 4.19. |                                     | Waiver of Stay, Extension or Usury Laws   |    | 48
|ARTICLE FIVE  |               | SUCCESSOR CORPORATION               |                                           | 48
|              | SECTION 5.01. |                                     | When Company May Merge, Etc.              |    | 48
|              | SECTION 5.02. |                                     | Successor Substituted                     |    | 49
|ARTICLE SIX   |               | DEFAULT AND REMEDIES                |                                           | 49
|              | SECTION 6.01. |                                     | Events of Default                         |    | 49
|              | SECTION 6.02. |                                     | Acceleration                              |    | 50
|              | SECTION 6.03. |                                     | Other Remedies                            |    | 51
|              | SECTION 6.04. |                                     | Waiver of Past Defaults                   |    | 51
|              | SECTION 6.05. |                                     | Control by Majority                       |    | 51
|              | SECTION 6.06. |                                     | Limitation on Suits                       |    | 52
|              | SECTION 6.07. |                                     | Rights of Holders to Receive Payment      |    | 52
|              | SECTION 6.08. |                                     | Collection Suit by Trustee                |    | 52
|              | SECTION 6.09. |                                     | Trustee May File Proofs of Claim          |    | 52
|              | SECTION 6.10. |                                     | Priorities                                |    | 53
|              | SECTION 6.11. |                                     | Undertaking for Costs                     |    | 53
|              | SECTION 6.12. |                                     | Restoration of Rights and Remedies        |    | 53
|              | SECTION 6.13. |                                     | Rights and Remedies Cumulative            |    | 53
|              | SECTION 6.14. |                                     | Delay or Omission Not Waiver              |    | 54
|ARTICLE SEVEN |               | TRUSTEE                             |                                           | 54
|              | SECTION 7.01. |                                     | General                                   |    | 54
|              | SECTION 7.02. |                                     | Certain Rights of Trustee                 |    | 54
|              | SECTION 7.03. |                                     | Individual Rights of Trustee              |    | 55
|              | SECTION 7.04. |                                     | Trustee's Disclaimer                      |    | 55
|              | SECTION 7.05. |                                     | Notice of Default                         |    | 55
|              | SECTION 7.06. |                                     | Reports by Trustee to Holders             |    | 55
|              | SECTION 7.07. |                                     | Compensation and Indemnity                |    | 55
|              | SECTION 7.08. |                                     | Replacement of Trustee                    |    | 56
|              | SECTION 7.09. |                                     | Successor Trustee by Merger, Etc.         |    | 57
|              | SECTION 7.10. |                                     | Eligibility                               |    | 57
|              | SECTION 7.11. |                                     | Money Held in Trust                       |    | 57
|ARTICLE EIGHT |               | DISCHARGE OF INDENTURE              |                                           | 58
|              | SECTION 8.01. |                                     | Termination of Company's Obligations      |    | 58
|              | SECTION 8.02. |                                     | Defeasance and Discharge of Indenture     |    | 58
|              | SECTION 8.03. |                                     | Defeasance of Certain Obligations         |    | 60
|              | SECTION 8.04. |                                     | Application of Trust Money                |    | 61
|              | SECTION 8.05. |                                     | Repayment to Company                      |    | 61
|              | SECTION 8.06. |                                     | Reinstatement                             |    | 62
|ARTICLE NINE  |               | AMENDMENTS, SUPPLEMENTS AND WAIVERS |                                           | 62
|              | SECTION 9.01. |                                     | Without Consent of Holders                |    | 62
|              | SECTION 9.02. |                                     | With Consent of Holders                   |    | 62
|              | SECTION 9.03. |                                     | Revocation and Effect of Consent          |    | 63
|              | SECTION 9.04. |                                     | Notation on or Exchange of Notes          |    | 64
|              | SECTION 9.05. |                                     | Trustee to Sign Amendments, Etc.          |    | 64
|              | SECTION 9.06. |                                     | Conformity with Trust Indenture Act       |    | 64

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|ARTICLE TEN    |                | GUARANTEE                                                                                 |                                                    | 64 
|-------------- | -------------- | ----------------------------------------------------------------------------------------- | -------------------------------------------------- | ---
|               | SECTION 10.01. |                                                                                           | Guarantee                                          |    
|               | SECTION 10.02. |                                                                                           | Limitation on Guarantor Liability                  |    
|               | SECTION 10.03. |                                                                                           | Notice to Trustee                                  |    
|               | SECTION 10.04. |                                                                                           | This Article Not to Prevent Events of Default      |    
|               | SECTION 10.05. |                                                                                           | Trustee's Compensation Not Prejudiced              |    
|               | SECTION 10.06. |                                                                                           | Payments May be Paid Prior to Dissolution          |    
|               | SECTION 10.07. |                                                                                           | Release of Guarantor                               |    
|ARTICLE ELEVEN |                | MISCELLANEOUS                                                                             |                                                    | 66 
|               | SECTION 11.01. |                                                                                           | Trust Indenture Act of 1939                        |    
|               | SECTION 11.02. |                                                                                           | Notices                                            |    
|               | SECTION 11.03. |                                                                                           | Certificate and Opinion as to Conditions Precedent |    
|               | SECTION 11.04. |                                                                                           | Statements Required in Certificate or Opinion      |    
|               | SECTION 11.05. |                                                                                           | Rules by Trustee, Paying Agent or Registrar        |    
|               | SECTION 11.06. |                                                                                           | Payment Date Other Than a Business Day             |    
|               | SECTION 11.07. |                                                                                           | Governing Law                                      |    
|               | SECTION 11.08. |                                                                                           | No Adverse Interpretation of Other Agreements      |    
|               | SECTION 11.09. |                                                                                           | No Recourse Against Others                         |    
|               | SECTION 11.10. |                                                                                           | Successors                                         |    
|               | SECTION 11.11. |                                                                                           | Duplicate Originals                                |    
|               | SECTION 11.12. |                                                                                           | Separability                                       |    
|               | SECTION 11.13. |                                                                                           | Table of Contents, Headings, Etc.                  |    
|EXHIBIT A      |                | Form of Trustee's Certificate of Authentication                                           |                                                    | A-1
|EXHIBIT B      |                | Form of Certificate                                                                       |                                                    | B-1
|EXHIBIT C      |                | Form of Transfer Notice                                                                   |                                                    | C-1
|EXHIBIT D      |                | Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S |                                                    | D-1

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INDENTURE, dated as of September 26, 2002, among JEFFERSON SMURFIT CORPORATION (U.S.), a Delaware corporation (the "Company"),
JSCE, INC., a Delaware corporation (the "Guarantor"), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the
"Trustee").

RECITALS

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured notes (herein called
the "Notes") to be issued in one or more series as in this Indenture provided. The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for a guarantee of the Notes and of certain of the Company's obligations hereunder. All things necessary to make this Indenture a valid agreement of the Company and the Guarantor,
in accordance with its terms, have been done.

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

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 of the Notes or of a series thereof, as follows.

ARTICLE ONE    DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION
1.01.Definitions.

"Acquired Indebtedness" means Indebtedness of a Person or any of its Restricted Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Restricted Subsidiaries or is assumed in connection with an Asset Acquisition by
the Company or a Restricted Subsidiary of the Company and in each case whether or not Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or consolidation (other than Indebtedness Incurred as consideration in, or to provide all or any of the funds utilized to consummate,
the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of the Company);providedthat
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 on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP;providedthat the following
items shall be excluded in computing Adjusted Consolidated Net Income (without duplication):



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"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 (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, prepared in conformity with GAAP.

"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" means any Registrar, Co-Registrar, Paying Agent or authenticating agent.

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

"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; providedthat such Person's primary business is
related, ancillary or complementary to the businesses of SSCC and its Restricted Subsidiaries on the
date of such investment, except to the extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole 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 or line of business of
such Person;providedthat 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, except to the extent as would not be material to the Company and its Restricted Subsidiaries taken as a
whole.

"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 or (ii) all or substantially all of the assets that constitute a division
or line of business of the Company or any of its Restricted Subsidiaries.

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"Asset Sale" means any sale, transfer or other disposition (including by way of merger, consolidation or sale-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 (other than the Capital Stock or other Investment in an Unrestricted Subsidiary) 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 Section 5.01;providedthat "Asset Sale" shall not include (a) sales or other dispositions
of inventory, receivables (and related assets of the type specified in the definition of "Qualified Securitization Transaction") and other current assets, (b) sales, transfers or other
dispositions of assets constituting a Restricted Payment permitted to be made underSection 4.04, the making of a Permitted Investment or the
liquidation of cash equivalents, (c) the sale, transfer or other disposition of all or substantially all of the assets of the Company as permitted under and in accordance with the provisions of Section 5.01, (d) any sale or other disposition of obsolete or worn out assets or assets no longer used or useful in the business of the
Company or any of its Restricted Subsidiaries, (e) 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) ofSection 4.11, (f) any single transaction or series of related
transactions that involves assets having a fair market value of less than $10.0 million and (g) from and after the Stone Transaction Date, the Stone-MBI Transaction.

"Attributable Indebtedness" means, when used in connection with a sale-leaseback transaction referred to in Section 4.10, at any date of determination, the product
of (i) the net proceeds from such sale-leaseback transaction and
(ii) a fraction, the numerator of which is the number of full years of the term of the lease relating to the property involved in such sale-leaseback transaction (without regard to
any options to renew or extend such term) remaining at the date of the making of such computation and the denominator of which is the number of full years of the term of such lease (without regard to
any options to renew or extend such term) measured from the first day of such term.

"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 committee of such Board of Directors duly authorized to act under
this Indenture.

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

"Business Day" 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 such Person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

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"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 "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
Act) other than SSCC 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 on a fully diluted basis, including, without limitation, by way of an acquisition of all or substantially all of the assets of the Company; or (ii) individuals who on the Closing Date
constitute the Board of Directors (together with 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; provided,however, that the consummation of the Stone Transaction shall not constitute a "Change of
Control".

"Closing Date" means the date on which the initial Notes are originally issued under this Indenture.

"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.

"Committee of the Board" means a committee of the Board of Directors of SSCC consisting of independent directors of SSCC for the purpose
of reviewing and approving certain transactions involving affiliates and other related parties.

"Commodity Agreements" means, in respect of a Person, any futures or forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices.

"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 equity, other than Preferred Stock of such Person, whether outstanding on the Closing Date or issued thereafter, 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 by two Officers.

"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 and depletion expense, (iv) amortization expense, (v) restructuring charges,
(vi) non-recurring fees and expenses incurred in connection with the consummation of any acquisition in an aggregate amount not to exceed 5% of the total consideration for such
acquisition; and (vii) all other non-cash items reducing Adjusted Consolidated Net Income (other than items that will require cash payments and for which an accrual or reserve is,
or is required by GAAP to be, made), less all non-cash items increasing Adjusted Consolidated Net Income other than accrual of revenue in the ordinary course of business, all as determined
on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP;providedthat, if any Restricted Subsidiary is not a

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Wholly Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of the Adjusted
Consolidated Net Income attributable to such Restricted Subsidiary multiplied by (B) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of
such period by the Company or any of its Restricted Subsidiaries.

"Consolidated Interest Expense" means, for any period, the aggregate amount of interest in respect of Indebtedness (including, without
limitation, 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; all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing; the net costs associated with Interest Rate Agreements
(provided that if Interest Rate Agreements result in net benefits rather than costs, such benefits shall be credited in determining Consolidated Interest Expense unless, pursuant to GAAP, such net
benefits are otherwise reflected in Consolidated Net Income); and Indebtedness that is Guaranteed or secured by the Company or any of its Restricted Subsidiaries) and 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, (i) 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) and (ii) any
premiums, fees and expenses (and any amortization thereof) payable in connection with the offering of the Notes, all as determined on a consolidated basis (without taking into account Unrestricted
Subsidiaries) in conformity with GAAP.

"Consolidated Net Worth" means, at any date of determination, stockholders' equity as set forth on the most recently available quarterly
or annual consolidated balance sheet of the Company and its Restricted Subsidiaries (which shall be as of a date not more than 90 days prior to the date of such computation, and which shall not
take into account Unrestricted Subsidiaries), less any amounts attributable to Disqualified Stock or any equity security convertible into or exchangeable for Indebtedness, the cost of treasury stock
and the principal amount of any promissory notes receivable from the sale of the Capital Stock of the Company or any of its Restricted Subsidiaries, each item to be determined in conformity with GAAP
(excluding the effects of foreign currency exchange adjustments under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 52).

"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 101 Barclay Street, Floor 21 West, New York, New York, 10286; Attention: Corporate Trust Administration.

"Credit Agreement" means the Third Amended and Restated Credit Agreement to be dated as of September 26, 2002 by and among the
Company, JSCE, SSCC, the financial institutions party thereto,
Deutsche Bank Trust Company Americas and JPMorgan Chase Bank, as Senior Managing Agents, JPMorgan Chase Bank, as Administrative Agent, Collateral Agent and Swingline Lender, and the Managing Agents
and Fronting Banks party thereto, together with all agreements, instruments and documents executed or delivered pursuant thereto or in connection therewith (including, without limitation, any
promissory notes, Guarantees and security documents), as such agreements, instruments and documents may be amended (including, without limitation, any amendment and restatement thereof), supplemented,
extended, renewed, replaced or otherwise modified from time to time, including, without limitation, any agreement increasing the amount of, extending the maturity of, refinancing (in whole or in part)
or otherwise restructuring (including, but not limited to, by the inclusion of additional borrowers or guarantors thereof or by the addition of collateral or other credit

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enhancement to support the obligations thereunder) all or any portion of the Indebtedness under such agreement or any successor agreement or agreements.

"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" means The Depository Trust Company, its nominees, and their respective successors.

"Designated Noncash Consideration" means any non-cash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an Officers' Certificate executed by the principal executive officer or the principal
financial officer of the Company or such Restricted Subsidiary. Such Officers' Certificate shall state the basis of such valuation, which shall be a report of a nationally recognized investment
banking firm with respect to the receipt in one or a series of related transactions of Designated Noncash Consideration with a fair market value in excess of $50 million. A particular item of
Designated Noncash Consideration shall no longer be considered to be outstanding when it has been sold for cash or redeemed or paid in full in the case of non-cash consideration in the
form of promissory notes or equity.

"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 any outstanding 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
any outstanding 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 any outstanding Notes;providedthat 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 "change of control" occurring prior to the Stated Maturity of any
outstanding 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 4.11andSection 4.12and 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 4.11andSection 4.12.

"Event of Default" has the meaning provided inSection 6.01.

"Excess Proceeds" has the meaning provided inSection 4.11.

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

"Exchange Notes" means, with respect to a series of Notes, any securities of the Company containing terms identical to the Notes of such
series (except that such Exchange Notes shall be registered under the Securities Act) that are issued and exchanged for the Notes pursuant to the Registration Rights Agreement or any other
registration rights agreement and this Indenture.

"Existing Borrower" means any borrower under the Credit Agreement or the Stone Credit Agreement on the Closing Date.

"Existing Guarantor" means any guarantor under the Credit Agreement or the Stone Credit Agreement on the Closing Date.

"Foreign Subsidiary" means any Subsidiary organized outside of the United States.

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"GAAP" means generally accepted accounting principles in the United States of America, 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, as in effect from to time. All ratios and computations (other than EBITDA or
pro forma 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 of any
expenses incurred in connection with the offering of any of the Notes and (ii) except as otherwise provided, the amortization of any amounts required or permitted by Accounting Principles Board
Opinion Nos. 16 and 17.

"Global Notes" has the meaning provided inSection 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);providedthat 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.

"Guaranteed Indebtedness" has the meaning provided inSection 4.07.

"Guarantor" means each direct or indirect Subsidiary of the Company that has executed and delivered a Subsidiary Guarantee.

"Holder" or "Noteholder" 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; providedthat (i) neither the accrual of interest
nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness,
(ii) any amendment, restatement, supplement, modification or waiver of any document pursuant to which Indebtedness was previously Incurred shall only be deemed to be an Incurrence of
Indebtedness if and to the extent such amendment, restatement, supplement, modification or waiver increases the outstanding principal amount thereof (or, with respect to revolving lines of credit,
revolving receivables purchases or other similar arrangements, increases the amount of commitments therefor), and (iii) the amount of Indebtedness Incurred with respect to revolving lines of

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credit, revolving receivables purchases and other similar arrangements shall be the amount of commitments therefor measured on the date of the granting of such commitments by the lender.

"Indebtedness" means, with respect to any Person at any date of determination (without duplication):



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The
amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described 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 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) the amount of
Indebtedness under any revolving line of credit, revolving receivables purchases or other similar arrangements shall be the amount of commitments therefor measured as of the date of incurrence of such
commitments. Notwithstanding the foregoing, "Indebtedness" shall not include unsecured indebtedness of the Company and its Restricted Subsidiaries incurred to finance insurance premiums of the Company
and its Restricted Subsidiaries, to the extent customary in the Company's industry.

"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 and shall include the terms of particular series of Notes established as contemplated by Section 2.03;provided,however, that, if at any
time more than one Person is acting as Trustee under this instrument, "Indenture" shall mean, with respect to any one or more series of Notes for which such Person is Trustee, this instrument as
originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include
the terms of particular series of Notes for which such Person is Trustee established as contemplated bySection 2.03, exclusive, however, of any
provisions or terms which relate solely to other series of Notes for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or
terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.

"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 for which financial information in respect thereof is available immediately prior to such Transaction Date (the "Four Quarter
Period") to (ii) the aggregate Consolidated Interest Expense during such Four Quarter Period. In making the foregoing calculation, (A)pro
formaeffect shall be given to any Indebtedness Incurred or repaid (including any Indebtedness irrevocably called for redemption) 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), 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 apro formabasis and bearing a floating interest rate shall be computed as if the
rate in effect on 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
formaeffect shall be given to Asset Dispositions and Asset Acquisitions

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(including givingpro formaeffect to the application of proceeds of any Asset Disposition and to those cost savings that senior management of the
Company reasonably expects to realize within 12 months of the consummation of any acquisition or 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; and (D)pro formaeffect shall be given to asset dispositions and asset acquisitions
(including givingpro formaeffect 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;providedthat to the extent that clause (C) or (D) of this sentence requires thatpro
formaeffect be given to an Asset Acquisition or Asset Disposition, suchpro formacalculation shall be based upon the four full
fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available.

"Interest Payment Date", when used with respect to any Note, means the stated Maturity of an installment of interest on such Note.

"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
retention of the Capital Stock or any other Investment by the Company or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Subsidiary, including, without limitation, by
reason of any transaction permitted by clause (iii) ofSection 4.06. For purposes of the definition of "Unrestricted Subsidiary" and Section 4.04,



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"JSCE" means JSCE, Inc., a Delaware corporation.

"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).

"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 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,
(iv) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale and (v) 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 and (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 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 and expenses incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

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

"Notes" has the meaning stated in the first recital of this Indenture and more particularly means any Notes authenticated and delivered
under this Indenture;provided,however, that if at any time there is more than one person acting as
Trustee under this Indenture "Notes" with respect to this Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly
mean Notes authenticated and delivered under this Indenture, exclusive, however, of Notes of any series as to which such Person is not Trustee.

"Offer to Purchase" means an offer to purchase Notes by the Company from the Holders commenced by mailing a notice to the Trustee for
distribution to each Holder stating:



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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;providedthat each Note purchased and each new Note issued shall be in a principal amount of
$1,000 or integral multiples 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, the Chairman or Vice Chairman of the Board, the Chief Executive Officer, the President, any
Vice President or the Chief Financial Officer, the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary.

"Officers' Certificate" means a certificate signed by two Officers. Each Officers' Certificate (other than certificates provided pursuant
to TIA Section 314(a)(4)) shall include the statements provided for in TIA Section 314(e).

"Offshore Global Note" has the meaning provided inSection 2.01.

"Offshore Physical Notes" has the meaning provided inSection 2.01.

"Opinion of Counsel" means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, that meets the
requirements ofSection 11.04. Each such Opinion of Counsel shall include the statements provided for in TIA Section 314(e).

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"Parent" means any entity owning beneficially, directly or indirectly, 100% of the voting stock of the Company.

"Paying Agent" has the meaning provided inSection 2.04, except that, for the
purposes of Article Eight, the Paying Agent shall not be the Company or a Subsidiary of the Company or an Affiliate of any of them. The term "Paying Agent" includes any additional Paying Agent.

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

"Permitted Investment" means:



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"Permitted Liens" means:



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"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.

"Physical Notes" has the meaning provided inSection 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 equity, whether outstanding on the Closing Date or issued thereafter, 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.

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"Public Equity Offering" means an underwritten primary public offering of Common Stock of the Company pursuant to an effective
registration statement under the Securities Act.

A
"Public Market" shall be deemed to exist if (i) a Public Equity Offering has been consummated and (ii) at least 15% of the
total issued and outstanding Common Stock of the Company has been distributed by means of an effective registration statement under the Securities Act or sales pursuant to Rule 144 under the
Securities Act.

"Purchase Money Note" means a promissory note evidencing a line of credit, which may be irrevocable, from, or evidencing other
Indebtedness owed to, the Company or any of its Restricted Subsidiaries in connection with a Qualified Securitization Transaction, which note shall be repaid from cash available to the maker of such
note, 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 entered into by the Company or any of its
Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to:



or
grants a security interest in, any accounts receivable, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all
guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets that are customarily transferred, or in respect of which security
interests are customarily granted, in connection with securitization transactions involving accounts receivable.

"Receivables Subsidiary" means a Wholly Owned Subsidiary of the Company that engages in no activities other than in connection with the
financing of accounts receivable and that is designated (provided that no such designation shall be required for any Receivables Subsidiary in existence prior to the Closing Date) by the Board of
Directors (as provided below) as a Receivables Subsidiary:



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Any
such designation after the Closing Date by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation
and an officers' certificate certifying, to the knowledge and belief of such officer after consulting with counsel that such designation complied with the foregoing conditions.

"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.

"Registrar" has the meaning provided inSection 2.04.

"Registration" has the meaning provided inSection 4.18.

"Registration Rights Agreement" means the Registration Rights Agreement, dated September 10, 2002, among the Company, the Guarantor
and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc., Banc One
Capital Markets, Inc., BNY Capital Markets, Inc., Credit Lyonnais Securities (USA) Inc., Credit Suisse First Boston Corporation, Dresdner Kleinwort
WassersteinGrantchester, Inc., Scotia Capital (USA) Inc., SG Cowen Securities Corporation and Wachovia Securities, Inc. and certain permitted assigns specified
therein, as amended, restated, supplemented or otherwise modified from time to time.

"Registration Statement" means the Registration Statement as defined and described in the Registration Rights Agreement or any other
registration rights agreement providing for the registration of any Notes under the Securities Act.

"Regular Record Date" for the interest payable on any Interest Payment Date of Notes of or within any series means the date specified for
that purpose as contemplated bySection 2.03.

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

"Responsible Officer", when used with respect to the Trustee, means any vice president, any assistant vice president, any assistant
secretary, any assistant treasurer, any trust officer or assistant trust officer or any other officer of the Trustee in its corporate trust department 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 inSection 4.04.

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

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

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

"Security Register" has the meaning provided inSection 2.04.

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"Shelf Registration Statement" means the Shelf Registration Statement as defined in the Registration Rights Agreement.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, and its successors.

"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.

"SSCC" means Smurfit-Stone Container Corporation, a Delaware corporation.

"SSCC Preferred Stock" means SSCC's 7% Series A Cumulative Exchangeable Redeemable Convertible Preferred Stock, par value $0.01 per
share.

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

"Stone" means Stone Container Corporation, a Delaware corporation.

"Stone's Box Plant Financing" means Stone's 8.45% mortgage notes due September 1, 2007 secured by the real property and
improvements comprising certain of Stone's corrugated container plants.

"Stone's Continental Guaranty" means the Guaranty dated as of October 7, 1983 between The Continental Group, Inc. and Stone,
as amended and restated, supplemented or otherwise modified from time to time.

"Stone Credit Agreement" means the Amended and Restated Credit Agreement dated as of July 25, 2002 among Stone, Smurfit-Stone
Container Canada Inc., the financial institutions party thereto, JPMorgan Chase Bank and Deutsche Bank Trust Company Americas, as Agents, JPMorgan Chase Bank, as Syndication Agent, Deutsche
Bank Trust Company Americas, as Administrative Agent, Collateral Agent, Revolving Facility Facing Agent and as Swingline Lender, and Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent
and as Revolving (Canadian) Facility Facing Agent, together with all agreements, instruments and documents executed or delivered pursuant thereto or in connection therewith (including, without
limitation, any promissory notes, Guarantees and security documents), as such agreements, instruments and documents may be amended (including, without limitation any amendment and restatement
thereof), supplemented, extended, renewed, replaced or otherwise modified from time to time, including, without limitation, any agreement increasing the amount of, extending the maturity of,
refinancing (in whole or in part) or otherwise restructuring (including, but not limited to, by the inclusion of additional borrowers or guarantors thereof or by the addition of collateral or other
credit enhancement to support the obligations thereunder) all or any portion of the Indebtedness under such agreement or any successor agreement or agreements.

"Stone's First Mortgage Notes" means Stone's 103/4% First Mortgage Notes that were due in 2002 and paid in full in 2001,
issued pursuant to the Indenture that was dated as of October 12, 1994, between Stone and Norwest Bank, Minnesota, National Association, as trustee, as amended, restated, supplemented or
otherwise modified from time to time.

"Stone Indentures" means (i) the indenture dated as of January 25, 2001 between Stone, as issuer, and The Bank of New York,
as trustee, pursuant to which Stone issued its 9?% Senior Notes due 2008

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and 9?% Senior Notes due 2011, and (ii) the indenture dated as of June 26, 2002 between Stone, as issuer, and The Bank of New York, as trustee, pursuant to which Stone issued its 8?%
Senior Notes due 2012, in each case together with all agreements, instruments and documents executed or delivered pursuant thereto or in connection therewith (including, without limitation, any
promissory notes and guarantees), as such agreements, instruments and documents may be amended (including, without limitation, any amendment and restatement thereof), supplemented, extended, renewed,
replaced or otherwise modified from time to time, including, without limitation, any agreement increasing the amount of, extending the maturity of, refinancing (in whole or in part) or otherwise
restructuring (including, but not limited to, by the inclusion of additional borrowers or guarantors thereof or by the addition of collateral or other credit enhancement to support the obligations
thereunder) all or any portion of the Indebtedness under such agreement or any successor agreement or agreements.

"Stone-MBI Transaction" means the acquisition by Stone or any Restricted Subsidiary of Stone (including, without limitation,
by means of a contribution from SSCC) of the remaining 50% of the equity interests of MBI Limited in exchange for assets or capital stock of any of Stone's Foreign Subsidiaries having a fair market
value in the aggregate of less than $200 million.

"Stone Transaction" means (i) any consolidation or merger of the Company or any of its Restricted Subsidiaries with or into Stone
or of Stone with or into the Company or any of its Restricted Subsidiaries, (ii) any Investment by the Company or any of its Restricted Subsidiaries into Stone pursuant to which Stone shall
become a Restricted Subsidiary, or (iii) any transaction which results in JSCE owning directly 100% of the capital stock of Stone and its Subsidiaries and the Company and its Subsidiaries; providedthat (A) such transaction meets the requirements ofSection 5.01and
(B) the Company delivers to the Trustee an Officers' Certificate stating that Stone has material assets on a consolidated basis.

"Stone Transaction Date" means the date on which the Stone Transaction is consummated.

"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 Guarantee" has the meaning provided inSection 4.07.

"Temporary Cash Investment" means any of the following:



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

"Trade Payables" means, with respect to 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 in connection with 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.

"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 Unrestricted Subsidiary (as defined in any of the Stone Indentures) of Stone on the date of
the Stone Transaction, (ii) 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, (iii) any Subsidiary of an Unrestricted Subsidiary, and (iv) Timber Notes Holdings LLC, a Delaware limited liability company and a special purpose subsidiary of the Company. 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;providedthat (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 underSection 4.04and (C) if applicable, the
Incurrence of Indebtedness and the Investment referred to in clause (A) of this proviso would be permitted underSection 4.03and Section 4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedthat (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 (and shall
be deemed to have been 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.

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"U.S. Global Notes" has the meaning provided inSection 2.01.

"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; providedthat (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 inSection 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:



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:



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ARTICLE TWO    THE NOTES

SECTION
2.01.Form and Dating.The Notes of each series shall be substantially in the forms as shall be
established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules
of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes as evidenced by their execution of the Notes. If the forms of Notes of any series are
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Company Order contemplated bySection 2.03for the authentication and delivery of such Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The
Trustee's certificate of authentication shall be substantially in the form annexed hereto asExhibit A.

Notes
of or within a series offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form (the
"U.S. Global Notes") registered in the name of the nominee of the Depositary, 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 of or within a series 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, in accordance with the instructions given by the Holder thereof, as hereinafter provided.

Notes
of or within a series issued pursuant toSection 2.07in exchange for interests in the U.S. Global Notes shall be in the form
of permanent certificated Notes in registered form (the "U.S. Physical Notes").

Notes
of or within a series offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in
registered form (the "Offshore Global Notes"), registered in the name of the nominee of the Depositary, 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 Notes of or within a series 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
of or within a series issued pursuant toSection 2.07in exchange for interests in the Offshore Global Notes shall be in the
form of permanent certificated Notes in registered form (the "Offshore Physical Notes").

The
Offshore Physical Notes and U.S. Physical Notes of or within a series are sometimes collectively herein referred to as the "Physical
Notes." The U.S. Global Notes and the Offshore Global Notes of or within a series are sometimes referred to herein as the "Global
Notes."

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The
definitive Notes of or within a series 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 of or within a series 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 an Exchange Note or sold in
connection with an effective Registration Statement pursuant to the Registration Rights Agreement or any other registration rights agreement, (i) the U.S. Global Notes and U.S. Physical Notes
shall bear the legend set forth below on the face thereof and (ii) the Offshore Physical Notes and Offshore Global Notes shall bear the legend set forth below on the face thereof until at least
the 41st day after the initial issuance date of such Note and receipt by the Company and the Trustee of a certificate substantially in the form of Exhibit Bhereto.



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



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SECTION
2.03.Execution, Authentication and Denominations.Subject to Article Four and applicable law, the
aggregate principal amount of Notes of any series which may be authenticated and delivered under this Indenture is unlimited.

The
Notes may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject
to the provisions of this Section, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Notes of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1) and (9) below), if so provided, may be determined from
time to time by the Company with respect to unissued Notes of the series and set forth in such Notes of the series when issued from time to time):



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All
Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to this
Section) and set forth in such Officers' Certificate or in any such indenture supplemental hereto. Not all Notes of any one series need be issued at the same time, and, unless otherwise provided, a
series may be reopened for issuances of additional Notes of such series.

If
any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of the series.

The
Notes shall be executed by two Officers of the Company. 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 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;providedthat 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 at any time following the Closing Date, shall certify that such issuance is in compliance with Article Four. Such Opinion of
Counsel shall be to the effect that:



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

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.

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

SECTION
2.04.Registrar and Paying Agent.The Company shall maintain an office or agency where Notes of each
series may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Notes may be presented for payment
(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 of each series and of their transfer and exchange (the
"Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable
time. 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;providedthat 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. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee as of each Regular Record Date and at such other times as the Trustee may reasonably request the names and addresses of Holders as they appear in the Security
Register, including the aggregate principal amount of Notes held by each Holder.

SECTION
2.05.Paying Agent to Hold Money in Trust.Not later than 11:00 a.m. (New York City time) each
due date of the principal, premium, if any, and interest on Notes of any series, 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 such Notes (whether such money has been paid to it by the Company or any
other obligor on such Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on such Notes) in making any such payment. The

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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 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 such 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 only 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 Global Note shall, by
acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such 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 Exchange Notes), the Registrar shall register
the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); providedthat no exchanges of Notes for
Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission
and that any Notes that are exchanged for Exchange 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 of any series, 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 toSection 2.11,3.08or 9.04).

The
Registrar shall not be required (i) to issue, register the transfer of or exchange any Note of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Notes of such series selected for redemption underSection 3.03and 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 inSection 2.02.

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

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custodian, or under such 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 Global Notes 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, as the case may be, 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, (ii) an
Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) in accordance with the rules and procedures of the Depositary and the
provisions ofSection 2.08.

(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 another Global Note will, upon
transfer, cease to be an interest in such Global Note and become an interest in such 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 of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.07, 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 U.S.
Physical Notes or Offshore Physical Notes, as the case may be, of like tenor and amount.

(e)  In
connection with the transfer of the U.S. Global Notes or the Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph (b) of this Section 2.07, 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.

(f)    Any
U.S. Physical Note delivered in exchange for an interest in the U.S. Global Notes pursuant to paragraph (b), (d) or (e) of this Section 2.07shall, except as otherwise provided by
paragraph (d) ofSection 2.08,
bear the legend regarding transfer restrictions applicable to the U.S. Physical Note set forth inSection 2.02.

(g)  Any
Offshore Physical Note delivered in exchange for an interest in the Offshore Global Notes pursuant to paragraph (b), (d) or (e) of this Section 2.07shall, except as otherwise
provided by paragraph (d) ofSection 2.08,
bear the legend regarding transfer restrictions applicable to Offshore Physical Notes set forth inSection 2.02.

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(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.

SECTION
2.08.Special Transfer Provisions.Unless and until a Note of a particular series is exchanged for an
Exchange Note or sold in connection with an effective Registration Statement pursuant to the Registration Rights Agreement or any other registration rights agreement, the following provisions shall
apply:



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

Each
Holder of a Note agrees to indemnify the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision
of this Indenture and/or applicable United States federal or state securities law.

The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with
respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

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SECTION
2.09.Replacement Notes.If a mutilated Note of any series is surrendered to the Trustee or if the
Holder claims that the Note has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the
Company shall issue and the Trustee shall authenticate a replacement Note of the same series of like tenor and principal amount and bearing a number not contemporaneously outstanding; providedthat the
requirements of thisSection 2.09are met. 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 of any series at any time are all Notes of such series that
have been authenticated by the Trustee except for those cancelled by it, those paid pursuant toSection 2.09, those delivered to it for
cancellation and those described in thisSection 2.10as not outstanding.

If
a Note of any series is replaced pursuant toSection 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 abona fidepurchaser.

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 a Responsible Officer of the Trustee has actual knowledge 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 of any series are ready for delivery, the Company may
prepare and execute and the Trustee shall authenticate temporary Notes of such series. Temporary Notes shall be substantially in the form of definitive Notes of such series but may have insertions,
substitutions, omissions and other variations determined to be appropriate by the Officers executing the 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 toSection 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.

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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 dispose of them in accordance with its normal procedures.

SECTION
2.13.CUSIP Numbers.The Company in issuing the Notes of any series may use "CUSIP", "CINS" or "ISIN"
numbers (if then generally in use), and the Company and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders; providedthat 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. The Company shall promptly notify the Trustee of any
change in "CUSIP", "CINS" or "ISIN" numbers for the Notes of any series.

SECTION
2.14.Defaulted Interest.If the Company defaults in a payment of interest on the Notes of any series,
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 of the Notes of such series on a subsequent special record date. A special record date, as used in this Section 2.14with 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.

ARTICLE THREE    REDEMPTION

SECTION
3.01.Applicability.Notes of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with the terms of such Notes and (except as otherwise specified as contemplated bySection 2.03for Notes of any Series)
in accordance with this Article.

SECTION
3.02.Notices to Trustee.If the Company elects to redeem Notes of any series pursuant to Section 3.01,
it shall notify the Trustee in writing of the Redemption Date and the principal amount of Notes of that series to be redeemed and
the clause of such Note pursuant to which redemption shall occur.

The
Company shall give each notice provided for in thisSection 3.02at 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 of any series are to be redeemed
at any time, the Trustee shall select the Notes of that series to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Notes of that
series are listed or, if the Notes of that series are not listed on a national securities exchange or automated quotation system, on a pro rata basis, by lot or by such other method as the Trustee in
its sole discretion shall deem fair and appropriate;providedthat no Note of $1,000 in principal amount or less shall be redeemed in part.

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The
Trustee shall make the selection from the Notes of that series 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, or cause to be mailed, a
notice of redemption by first-class mail to each Holder whose Notes are to be redeemed.

The
notice shall identify the Notes of any series (including CUSIP, CINS or ISIN numbers) to be redeemed and shall state:



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.

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SECTION
3.06.Deposit of Redemption Price.On or prior to 11:00 a.m., New York City time, on 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; providedthat 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 without service charge, a new Note equal in principal amount to the unredeemed portion of such surrendered Note.

ARTICLE FOUR    COVENANTS

SECTION
4.01.Payment of Notes.The Company shall pay the principal of, premium, if any, and interest on the
Notes of any series on the dates and in the manner provided in the Notes of that series and this Indenture. 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 ofSection 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 and 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 of one or more series 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 of those series 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 inSection 11.02.

The
Company may also from time to time designate one or more other offices or agencies where the Notes of one or more series may be presented or surrendered for any or all such purposes
and may

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from time to time rescind such designations;providedthat 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 shall give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

The
Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company in accordance with Section 2.04.

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);providedthat the Company 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 1.75:1.

Notwithstanding
the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the following:



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

(c)  For
purposes of determining any particular amount of Indebtedness under thisSection 4.03, (1) Indebtedness
Incurred under the Credit Agreement on or prior to the Closing Date shall be treated as Incurred pursuant to clause (i) of the second paragraph of this Section 4.03, (2) 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 (3) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.09shall not be treated as
Indebtedness. For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in
the above
clauses (other than Indebtedness referred to in clause (1) of the preceding sentence), the Company, in its sole discretion, shall classify, and from time to time may reclassify, such item of
Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses.

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 (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) held by Persons other than the Company or any of its Restricted Subsidiaries, (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
Restricted Subsidiary) or any holder (or any Affiliate of such holder) of 5% 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 other 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:



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The
foregoing provision shall not be violated by reason of:



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providedthat, except in the case of clauses (i) and (iii), 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 clauses (i), (ii), (vii), (x), (xi) and
(xii) thereof, an exchange of Capital Stock for Capital Stock or Indebtedness referred to in clause (iii) or (iv) thereof and an Investment acquired as a capital contribution or
in exchange for Capital Stock referred to in clause (vi) 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 thisSection 4.04have been met with respect to any
subsequent Restricted Payments. In the event the proceeds of an issuance of Capital Stock of the Company are used for the redemption, repurchase or

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other acquisition of the Notes, or Indebtedness that ispari passuwith the Notes, then the Net Cash Proceeds of such issuance shall be included in
clause (C) of the first paragraph of thisSection 4.04only to the extent such proceeds are not used for such redemption, repurchase or
other acquisition of Indebtedness.

Any
Restricted Payments made other than in cash shall be valued at fair market value. The amount of any Investment "outstanding" at any time shall be deemed to be equal to the amount of
such Investment on the date made, less the return of capital to the Company and its Restricted Subsidiaries with respect to such Investment (up to the amount of such Investment on the date made).

SECTION
4.05.Limitation on Dividend 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:



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Nothing
contained in thisSection 4.05shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or
suffering to exist any Liens otherwise permitted bySection 4.09or (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 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:



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 which ispari passuwith or subordinate in right of payment
to the Notes ("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary promptly 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, for so long as any Notes remain outstanding under this Indenture, 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; providedthat
this paragraph shall not be applicable to any Guarantee of any Restricted Subsidiary (1) in existence on the Closing Date and any
Guarantee of or by Stone or any of its Subsidiaries in existence on the Stone Transaction Date, and any renewal, extension refinancing or replacement thereof, (2) 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, (3) of the Indebtedness Incurred under the
Credit Agreement or, from and after the Stone Transaction Date, under the Stone Credit Agreement;providedthat such Restricted Subsidiary is an
Existing Guarantor, a Foreign Subsidiary, a Guarantor or any other

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Restricted Subsidiary other than a Significant Subsidiary, (4) any Guarantee arising under or in connection with performance bonds, indemnity bonds, surety bonds or letters of credit or
bankers' acceptances or (5) any Guarantee of any Interest Rate Agreements, Currency Agreement or Commodity Agreement. If the Guaranteed Indebtedness is (A)pari
passuwith the Notes, then the Guarantee of such Guaranteed Indebtedness shall bepari passuwith, or subordinated to, the
Subsidiary Guarantee or (B) subordinated 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 may 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 5% or more of any class of Capital Stock of the Company or with 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:



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Notwithstanding
the foregoing, any transaction or series of related transactions covered by the first paragraph of thisSection 4.08and not
covered by clauses (ii) through (xiii) of this paragraph, (a) the aggregate amount of which exceeds $50 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 $100 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 unless, after giving effect thereto, the aggregate amount of any Indebtedness so secured, plusthe Attributable Indebtedness for all sale-leaseback transactions restricted as described in Section 4.10, does not exceed 10% of Adjusted Consolidated Net Tangible Assets.

The
foregoing limitation does not apply to:



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SECTION
4.10.Limitation on Sale-Leaseback Transactions.The Company will not, and will not permit
any Restricted Subsidiary to, enter into any sale-leaseback transaction involving any of its assets or properties whether now owned or hereafter acquired, whereby the Company or a
Restricted Subsidiary sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which the Company or
such Restricted Subsidiary, as the case may be, intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred, unless the aggregate amount of all
Attributable Indebtedness with respect to such transactions,plusall Indebtedness secured solely by Liens permitted by the first paragraph of Section 4.09, does not exceed 10% of Adjusted Consolidated Net Tangible Assets.

The
foregoing restriction does not apply to any sale-leaseback transaction if (i) the lease is for a period, including renewal rights, of not in excess of three years;
(ii) the sale or transfer of property is entered into prior to, at the time of, or within 12 months after the later of the acquisition of the property or the completion of construction
thereof; (iii) the lease secures or relates to industrial revenue or pollution control bonds; (iv) the transaction is solely between the Company and any Restricted Subsidiary or solely
between Restricted Subsidiaries; or (v) the Company or such Restricted Subsidiary, within 12 months after the sale or transfer of any assets or properties is completed, applies an amount
not less than the net proceeds received from such sale in accordance with clause (A) or (B) ofSection 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 the time of such Asset Sale, taken as a whole, at least equal to the fair
market value of the assets or Capital Stock sold or disposed of and (ii) at least 75% of the consideration received consists of cash or Temporary Cash Investments or the assumption of
Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness to the Company or any Restricted Subsidiary),providedthat the
Company or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness.

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For
purposes of this provision, each of the following shall be deemed to be cash:



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 10% 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 prepared), then the Company shall or shall cause the relevant Restricted Subsidiary to:



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."

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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 4.11totals at least $50 million for the calendar year in which such calendar month occurs, the Company must commence, not later
than the fifteenth Business Day of such month, an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that ispari
passuwith 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 thereof, plus, in each case,
accrued interest (if any) to the Payment Date. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company or any Restricted Subsidiary may use such Excess Proceeds for any
purpose not otherwise prohibited by this Indenture.

SECTION
4.12.Repurchase of Notes upon a Change of Control.The Company shall commence, within 30 days of
the occurrence of a Change of Control, and thereafter 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.

SECTION
4.13.Existence.Except to the extent otherwise permitted under any provision in Article Four or 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 Restricted Subsidiary and the material rights (whether pursuant to charter, partnership certificate, agreement, statute
or otherwise), licenses and franchises of the Company and each Restricted Subsidiary;providedthat 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; andprovided furtherthat any Restricted Subsidiary may consolidate with, merge into, or sell, convey,
transfer, lease or otherwise dispose of all or part of its property and assets (and the Company may take any actions to affect any of the foregoing) to or with the Company or any Wholly Owned
Subsidiary of the Company; andprovided furtherthat thisSection 4.13shall not prohibit the
Stone Transaction

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 any penalty accrues thereon (i) all material taxes, assessments and governmental charges levied or imposed upon
(a) the Company, any such Restricted Subsidiary or any other Subsidiary for which the Company or any Restricted Subsidiary may be liable, (b) the income or profits of any such Restricted
Subsidiary which is a corporation or (c) the property of the Company or any such Restricted 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 Restricted Subsidiary;providedthat 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 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 material to the Company and its Restricted Subsidiaries taken as a whole to be maintained and kept in normal
condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals and replacements 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;providedthat
nothing in thisSection 4.15shall prevent the Company or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any
of

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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.

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 any such Restricted Subsidiary, as the case may be, is then conducting business.

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

SECTION
4.17.Compliance Certificates.(a) The Company shall deliver to the Trustee, within
90 days after the end of each fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such
certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes of thisSection 4.17, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge 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(a)shall be for the first fiscal
year beginning after the execution of this Indenture.

(b)  The
Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year in which this Indenture was executed, a
certificate signed by the Company's
independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters,
(ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17and (iii) whether, in connection with their
audit examination, anything came to their attention that caused them to believe
that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four andSection 5.01of this
Indenture as they pertain to accounting matters and, if any Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; providedthat such independent
certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain
knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the
date of such examination. The Company shall not be required to comply with the foregoing clause (b) with respect to any fiscal year if such compliance would be contrary to the recommendations
of the American Institute of Certified Public Accountants so long as the Company delivers to the Trustee within 90 days after the end of such fiscal year an Officer's Certificate stating that
such compliance would be so contrary and any facts particular to the Company that may have caused such compliance to be so contrary.

SECTION
4.18.Commission Reports and Reports to Holders.Whether or not the Company or the Guarantor is then
required to file reports with the Commission, the Company and the Guarantor shall file with the Commission all such reports and other information as they would be required to file with the Commission
by Section 13(a) or 15(d) under the Exchange Act if each of them were subject thereto (providedthat the Company need not file such reports or
other information if, and so long as, it would not be required to do so pursuant to Rule 12h-5 under the Exchange Act). The Company shall

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supply the Trustee with copies of such reports and other information within 15 days after the date it files such reports or other information with the Commission. In addition, with respect to
any Notes of any series, at all times prior to the earlier of the date of the registration of the Notes of that series pursuant to and in accordance with the terms of the Registration Rights Agreement
or any other registration rights agreement (the "Registration") and the date that is six months after the initial issuance date of the Notes of that
series, the Company shall, at its costs, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at
all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective
purchaser the information required under Rule 144A(d)(4) under the Securities Act. The Company also shall comply with the other provisions of TIA Section 314(a) to the extent required
thereby. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

SECTION
4.19.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 or in the Notes, 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 shall not consolidate with, or merge with or into any
other corporation (whether or not the Company shall be the surviving corporation), or sell, assign, transfer or lease all or substantially all of its properties and assets as an entirety or
substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless:



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The
Company shall not consummate the Stone Transaction, unless:



If
the Guarantor is merged with or consolidated into the Company or SSCC, the Guarantee of the Notes by the Guarantor shall be extinguished.

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 withSection 5.01of 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; providedthat 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.Any of the following events shall constitute an "Event
of Default" hereunder with respect to Notes of any series:



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SECTION
6.02.Acceleration.If an Event of Default (other than an Event of Default specified in
clause (g) or (h) ofSection 6.01that occurs with respect to the Company) with respect to Notes of any series at the time
outstanding 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 of that series, 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
all of the Notes of that series to be immediately due and payable. Upon a declaration of acceleration, such principal, premium, if any, and accrued interest shall be immediately due and

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payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) ofSection 6.01has 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 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) ofSection 6.01occurs with respect to the Company, the principal
of, premium, if any, and accrued interest on all the Notes then outstanding shallipso factobecome and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.

At
any time after such declaration of acceleration with respect to Notes of any series (or of all series, as the case may be), but before a judgment or decree for the payment of the
money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Notes of that series (or of all series, as the case may be) by written notice to
the Company and to the Trustee, may waive all past Defaults and rescind and annul a declaration of acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a
sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
(ii) all overdue interest on all Notes then outstanding of that series, (iii) the principal of and premium, if any, on any Notes then outstanding
of that series that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent
that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default with respect to Notes of any
series (or of all series, as the case may be) other than the non-payment of the principal of, premium, if any, and accrued interest on the Notes of that series (or of all series, as the
case may be) that have become due solely by such declaration of acceleration, have been cured or waived and (c) 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 with respect to Notes of any series at the time outstanding
occurs and is continuing, the Trustee may, and at the direction of the Holders of at least a majority in principal amount of the outstanding Notes of that series shall, 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 of that series or to enforce the performance of any provision of the Notes of that
series 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 toSections 6.02, 6.07and9.02, the Holders of at least a majority in principal amount of the outstanding Notes of any
series, by notice to the Trustee, may on behalf of the Holders of all the Notes of such series 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 clause (a) or (b) ofSection 6.01or 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.With respect to the Notes of any series, the Holders of at least a majority
in aggregate principal amount of the outstanding Notes of that series 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

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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 of that series 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 of that series.

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



For
purposes ofSection 6.05of this Indenture and thisSection 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 of a particular series 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 of that series or otherwise under the law.

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

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 the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date
expressed in the Notes, 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 of
any Note specified in clause (a), (b) or (c) ofSection 6.01occurs 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 that Note 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 such 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 underSection 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

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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 agents and counsel, and any other amounts due the Trustee underSection 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:



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 and expenses, 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. ThisSection 6.11does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by
Holders of more than 10% in principal amount of the outstanding Notes of any series.

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 inSection 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.

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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.General.The duties and responsibilities of the Trustee shall be as provided by the TIA and as set
forth herein. Notwithstanding the foregoing, 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. Whether or not herein 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 Article Seven.

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



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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 with respect to the Notes of any series
occurs and is continuing and if such Default or Event of Default is known to the Trustee, the Trustee shall mail to each Holder of Notes of that series in the manner and to the extent provided in TIA
Section 313(c) notice of the Default or Event of Default within 60 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 of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Notes of such series.

SECTION
7.06.Reports by Trustee to Holders.Within 60 days after each May 15, beginning with
May 15, 2003, the Trustee shall mail to each Holder as provided in TIA Section 313(c) a brief report dated as of such May 15, if required by TIA Section 313(a).

A
copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the Commission and each stock exchange on which the Notes are
listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or of any delisting thereof.

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 hereunder. 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 disbursements, expenses and advances

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incurred or made by the Trustee without negligence or bad faith on its part. 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 (whether asserted by the
Company, a Holder or any other Person) or liability and of complying with any process served upon it or any of its officers in connection with the acceptance, exercise or performance of any of its
powers or duties under this Indenture and the Notes. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall
not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. Unless
otherwise set forth herein, the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without
its consent, which consent shall not be unreasonably withheld. The Company need not reimburse any expense or indemnity against any loss or liability incurred by the Trustee through negligence or bad
faith.

To
secure the Company's payment obligations in thisSection 7.07, the Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, premium, if any, and interest on particular Notes.

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.

The
provisions of thisSection 7.07shall survive the termination of this Indenture.

The
Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

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 thisSection 7.08.

The
Trustee may resign at any time with respect to the Notes of one or more series 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 of such series 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 underSection 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, with respect to the Notes of one or more series the Company shall promptly appoint a
successor Trustee (it being understood that any such successor Trustee may be appointed with respect to the Notes of one or more or all of such series and at any time there shall be only one Trustee
with respect to the Notes of any particular series). Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes of those series
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
thisSection 7.08within 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 of those series may, at the expense

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of the Company, 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 inSection 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 with respect to the Notes of one or more series shall mail notice of its succession to each Holder of those series. No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

If
the Trustee with respect to the Notes of any series is no longer eligible underSection 7.10or shall fail to comply with TIA
Section 310(b), any Holder of Notes of such series 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. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08, the Trustee shall resign immediately in the
manner and with the effect provided in this Section with respect to the Notes of such
series.

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

Notwithstanding
replacement of the Trustee pursuant to thisSection 7.08, the Company's obligation under Section 7.07shall 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, provided such corporation shall be otherwise
qualified and eligible under this Article.

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 that is subject to
the requirements of applicable federal or state supervising or examining authority. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in this Article.

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.

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ARTICLE EIGHT    DISCHARGE OF INDENTURE

SECTION
8.01.Termination of Company's Obligations.Except as otherwise provided in this Section 8.01, the
Company may terminate its obligations under the Notes of any series if:



With
respect to the foregoing clause (i), the Company's obligations underSection 7.07shall survive with respect to such
Notes. With respect to the foregoing clause (ii), the Company's obligations inSections 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, 8.04,8.05and8.06with respect to such Notes shall
survive until such Notes are no longer outstanding. Thereafter, only the Company's
obligations with respect to such Notes inSections 7.07,8.04, 8.05and8.06shall survive. After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the Notes of such series and this Indenture with respect to such Notes except for those surviving obligations specified above.

SECTION
8.02.Defeasance and Discharge of Indenture.The Company will be deemed to have paid and will be
discharged from any and all obligations in respect of Notes of any series after the date of the deposit referred to in clause (A) of this Section 8.02, and the provisions of this Indenture
will no longer be in effect with respect to such Notes, and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same if:



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Notwithstanding
the foregoing, prior to the end of the 123-day (or one year) period referred to in clause (B)(2) of this Section 8.02, none of the Company's obligations under this Indenture with respect to
the Notes of such series shall be discharged. Subsequent to
the end of such 123-day (or one year) period with respect to thisSection 8.02, the Company's obligations in Sections 2.02,2.03,2.04, 2.05,

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2.06,2.07,2.08,2.09, 2.14,4.01,4.02, 8.04,8.05,8.06and the rights, powers, trusts, duties
and immunities of the Trustee hereunder with respect to the Notes of such series shall survive until the Notes of such series are no longer outstanding. Thereafter, only the Company's obligations in Sections
7.07,8.04,8.05and 8.06with respect to the Notes of such series shall survive. If
and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to
in clause (B)(1) of thisSection 8.02is able to be provided specifically without regard to, and not in reliance upon, the continuance of
the Company's obligations underSection 4.01, then the Company's obligations under such Section 4.01with respect to the Notes of such series
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 thisSection 8.02.

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

SECTION
8.03.Defeasance of Certain Obligations.The Company may omit to comply with any term, provision or
condition set forth in clauses (3) and (4) of the first paragraph ofSection 5.01and Sections 4.03through4.11, and clause (c) of Section 6.01with respect to clauses (3) and (4) ofSection 5.01,
clause (d) ofSection 6.01with respect toSections 4.01, 4.02and4.12through4.19and clauses (e) and
(f) ofSection 6.01shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes of any series if:



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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 8.01,8.02or8.03, as
the case may be,
and shall apply the deposited money and the money from U.S. Government Obligations in accordance with the Notes of the relevant series and this Indenture to the payment of principal of, premium, if
any, and interest on such Notes; but such money need not be segregated from other funds except to the extent required by law.

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

SECTION
8.05.Repayment to Company.Subject to Sections 7.07,8.01,8.02and 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;providedthat the Trustee or 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 (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

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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 with respect to any series of Notes in accordance withSection 8.01,8.02or 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 with respect to such series of Notes and the Notes of such series shall be revived and reinstated
as though no deposit had occurred pursuant toSection 8.01,8.02or 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 withSection 8.01,8.02or8.03, as
the case may be;providedthat, if the Company has made any payment of principal of, premium, if any, or interest on any Notes of such series 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
(as evidenced by a Board Resolution delivered to the Trustee), the Guarantor and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Holder:



SECTION
9.02.With Consent of Holders.Subject to Sections 6.04and6.07and without prior notice to the Holders, the Company, when authorized by
its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), the Guarantor and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding affected by such amendment, and the Holders of a majority in aggregate principal amount of the Notes then outstanding affected by
written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Notes.

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



Any
amendment or waiver which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular
series of Notes, or which modifies the rights of Holders of Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Notes of any other series.

It
shall not be necessary for the consent of the Holders under thisSection 9.02to 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 thisSection 9.02becomes 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.

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

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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 the second paragraph of Section 9.02. In case of an amendment or waiver of the
type described in the second paragraph 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 such Note to the Trustee. At the Company's expense, 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. Failure to make the appropriate notation, or issue a new Note, shall not affect the validity and effect of
such amendment, supplement or waiver.

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
and that it will be valid and binding upon the Company. Subject to the preceding sentence, the Trustee shall sign such amendment, supplement or waiver if the same does not adversely affect the rights,
duties, liabilities or immunities 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.

ARTICLE TEN    GUARANTEE

SECTION
10.01.Guarantee.Subject to the provisions of this Article Ten, the Guarantor hereby unconditionally
guarantees to each Holder and to the Trustee on behalf of the Holders: (i) the due and punctual payment of the principal of, premium, if any, and interest on each Note, when and as the same
shall become due and payable, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes, to
the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms of such Notes and this Indenture and
(ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. The Guarantor hereby waives diligence, presentment, filing of claims with a court in the event of merger
or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to any such Note or the debt evidenced thereby and
all demands whatsoever (except as specified above), and covenants that this Article Ten will not be discharged as to any such Note except by payment in full of this principal thereof and interest
thereon and as provided inSections 8.01and8.02. The maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six for the purposes of this Article Ten. In the event of any declaration of acceleration of such obligations as provided in Article Six, such
obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Article Ten.

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Prior
to the repayment in full of all obligations under the Notes, the Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the
Company that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Indenture, including, without limitation, any right of subrogation, reimbursement,
exoneration, indemnification, any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract,
statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or in any other manner, payment or security on
account of such claim or other rights. If any amount shall be paid to the Guarantor in violation of the preceding sentence and the principal of, premium, if any, and accrued interest on the Notes
shall not have been paid in full, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to
the Trustee for the benefit of the Holders to be credited and applied upon the principal of, premium, if any, and accrued interest on the Notes. The Guarantor acknowledges that it will receive direct
and indirect benefits from the issuance of the Notes pursuant to this Indenture and that the waiver set forth in this paragraph is knowingly made in contemplation of such benefits.

The
Guarantee set forth in thisSection 10.01shall not be valid or become obligatory for any purpose with respect to a Note until
the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee. The guarantee given by the Guarantor to the Holders and the Trustee pursuant to this Section 10.01is, for purposes of this Article, hereinafter referred to as the "Parent
Guarantee".

SECTION
10.02.Limitation on Guarantor Liability.

The
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all parties that the Parent Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Parent
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under the Parent Guarantee and this Article
Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, result
in the obligations of the Guarantor under the Parent Guarantee to not constitute a fraudulent transfer or conveyance.

SECTION
10.03.Notice to Trustee.The Company or the Guarantor shall give prompt written notice to the Trustee
of any fact known to the Company or the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Parent Guarantee pursuant to the provisions of this Article Ten.

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

SECTION
10.05.Trustee's Compensation Not Prejudiced.Nothing in this Article Ten will apply to amounts due to
the Trustee pursuant to other sections in the Indenture.

SECTION
10.06.Payments May be Paid Prior to Dissolution.Nothing contained in this Article Ten or elsewhere in
this Indenture shall prevent (i) the Guarantor from making payments of principal of, premium, if any, and interest on the Notes, or from depositing with the Trustee any monies for such payments
or (ii) the application by the Trustee of any monies deposited with it for the purpose of making such payments of principal of, premium, if any, and interest on the Notes to the holders
entitled thereto. The Guarantor shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Guarantor.

65

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SECTION
10.07.Release of Guarantor.The Parent Guarantee of the Guarantor will be automatically released and
discharged upon the merger of the Guarantor with, or consolidation of the Guarantor into, the Company or SSCC.

The
Trustee shall execute any documents reasonably requested by either the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under the
Parent Guarantee under this Article Ten.

ARTICLE ELEVEN    MISCELLANEOUS

SECTION
11.01Trust 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, mailed by first-class mail or sent by telecopier transmission addressed as follows:



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

Any
notice or communication mailed to a Holder shall be mailed to it at its 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. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Copies of any such
communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.

66

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

Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar
and anyone else shall have the protection of TIA Section 312(c).

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:



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:



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, 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, Payment Date or Redemption Date, or at the Stated Maturity or date of
maturity of such Note;providedthat no interest shall accrue for the

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period from and after such Interest Payment Date, Payment Date, Redemption Date, Stated Maturity or date of maturity, as the case may be.

SECTION
11.07.Governing Law.This Indenture and the Notes shall be governed by the laws of the State of New
York. The Trustee, the Company, the Guarantor 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, the Guarantor or any Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION
11.09.No Recourse Against Others.No recourse for the payment of the principal of, premium, if any, or
interest on any of the Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or the Guarantor
contained in this Indenture or in any of the Notes, or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator or against any past, present or future
partner, stockholder, other equityholder, officer, director, employee or controlling person, as such, of the Company, the Guarantor or any successor Person, either directly or through the Company, the
Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that
all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Notes.

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

[signature
page follows]

68

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SIGNATURES

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

| |  | JEFFERSON SMURFIT CORPORATION (U.S.),
as Issuer
| |  | -----------------------------------------------
| |  | By:                                            
| |  |                                                
| |  |                                                
| |  |                                                
| |  | JSCE, INC.,
as Guarantor                       
| |  | By:                                            
| |  |                                                
| |  |                                                
| |  |                                                
| |  | THE BANK OF NEW YORK,
as Trustee               
| |  | By:                                            
| |  |                                                
| |  |                                                
| |  |                                                

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EXHIBIT A

(Trustee's Certificate of Authentication)

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

Date:
[                        ,            ]

| |  | THE BANK OF NEW YORK,
as Trustee
| |  | --------------------------------
| |  | By:                             
| |  |                                 

A-1

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EXHIBIT B

Form of Certificate

,

The
Bank of New York
101 Barclay Street
New York, New York 10286

Attention:
Corporate Trust Administration

Re:

Jefferson Smurfit Corporation (U.S.) (the "Company")
81/4% Senior Notes due 2012 (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 September 26, 2002 (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 Rule 904 of 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,
the Company and the Guarantor 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:                               
| |  |                                   

B-1

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EXHIBIT C

[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
|                                                                                         
|                                                                                         
|                                                                                         

[THE
FOLLOWING PROVISION TO BE INCLUDED
ON ALL NOTES OTHER THAN EXCHANGE 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(k) 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.

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.

C-1

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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.

|Dated: |  |  |  |                                               
|------ |  |  |  | ----------------------------------------------
|       |  |  |  |                                               
|       |  |  |  | NOTICE: To be executed by an executive officer

C-2

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EXHIBIT D

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

,

The
Bank of New York
101 Barclay Street
New York, New York 10286

Attention:
Corporate Trust Administration

Re:

Jefferson Smurfit Corporation (U.S.) (the "Company")
81/4% Senior Notes due 2012 (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:



You,
the Company and the Guarantor 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:                 

D-1

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CROSS-REFERENCE TABLE

TIA Sections

Indenture Sections§ 310(a)(1)

7.10(a)(2)

7.10(b)

7.03; 7.08§ 311(a)

7.03(b)

7.03§ 312(a)

2.04(b)

11.02(c)

11.02§ 313(a)

7.06(b)(2)

7.07(c)

7.05; 7.06; 11.02(d)

7.06§ 314(a)

7.05; 11.02(a)(4)

4.17; 11.02(c)(1)

11.03(c)(2)

11.03(e)

4.17; 11.04§ 315(a)

7.02(b)

7.05; 11.02(c)

7.02(d)

7.02(e)

6.11§ 316(a)(1)(A)

6.05(a)(1)(B)

6.04(b)

6.07(c)

9.03§ 317(a)(1)

6.08(a)(2)

6.09(b)

2.05§ 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
|----- |  | -------------------------------------------------------------------------------------------

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