<PAGE>

                                                                   EXHIBIT 4(i)i

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

                            COMMERCIAL METALS COMPANY

                                       AND

                               JPMORGAN CHASE BANK

                                     TRUSTEE

                                 ---------------
                             SUPPLEMENTAL INDENTURE

                          DATED AS OF NOVEMBER 12, 2003

                                       TO

                                    INDENTURE

                            DATED AS OF JULY 31, 1995

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

                          5.625% SENIOR NOTES DUE 2013

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>                                                                                        <C>
ARTICLE ONE
         DEFINITION OF TERMS..........................................................      1
         Section 101.      Definitions................................................      1

ARTICLE TWO
         GENERAL TERMS AND CONDITIONS OF THE NOTES....................................      3
         Section 201.      Designation................................................      3
         Section 203.      Denomination...............................................      3
         Section 204.      Redemption.................................................      3
         Section 205.      Additional Notes...........................................      3
         Section 206.      Appointment of Agents......................................      4

ARTICLE THREE
         REDEMPTION OF THE NOTES......................................................      4
         Section 301.      Optional Redemption by Company.............................      4
         Section 302.      No Sinking Fund............................................      5

ARTICLE FOUR
         SUPPLEMENTAL INDENTURES......................................................      5
         Section 401.      Supplemental Indentures with Consent of Securityholders....      5

ARTICLE FIVE
         REMEDIES          ...........................................................      6
         Section 501.      Events of Default..........................................      6

ARTICLE SIX
         COVENANTS         ...........................................................      6
         Section 601.      Available Information......................................      6

ARTICLE SEVEN
         MISCELLANEOUS     ...........................................................      6
         Section 701.      Ratification of Indenture..................................      6
         Section 702.      Trustee Makes No Representations...........................      6
         Section 703.      Governing Law..............................................      6
         Section 704.      Severability...............................................      7
         Section 705.      Counterparts...............................................      7
</TABLE>

<PAGE>

         SUPPLEMENTAL INDENTURE, dated as of November 12, 2003 (the
"SUPPLEMENTAL INDENTURE"), between Commercial Metals Company, a corporation duly
organized and existing under the laws of the State of Delaware, having its
principal office at 6565 N. MacArthur, Irving, Texas (the "COMPANY"), and
JPMorgan Chase Bank, a New York banking corporation, as trustee (the "TRUSTEE")
under the Indenture (as hereinafter defined).

                                    RECITALS

         WHEREAS, the Company executed and delivered the Indenture, dated as of
July 31, 1995, to JPMorgan Chase Bank (formerly The Chase Manhattan Bank
(successor by merger to The Chase Manhattan Bank, N.A.)), as trustee (the
"EXISTING INDENTURE," and as heretofore supplemented, the "INDENTURE"), to
provide for the issuance of the Company's unsecured debentures, notes or other
evidences of indebtedness (the "SECURITIES"), in one or more series;

         WHEREAS, pursuant to Section 901 of the Existing Indenture, the Company
desires to provide for the issuance of a new series of its Securities to be
known as its 5.625% Senior Notes due 2013 (the "NOTES"), and to establish the
forms thereof, as in Section 201 of the Existing Indenture provided, and to set
forth the terms thereof, as in Section 301 of the Existing Indenture provided;

         WHEREAS, the Board of Directors of the Company, pursuant to resolutions
duly adopted by the Board of Directors on October 31, 2003 and resolutions duly
adopted by the Pricing Committee on November 6, 2003, has duly authorized the
issuance of up to $200,000,000 aggregate principal amount of Securities, and has
authorized the appropriate officers of the Company to execute any and all
appropriate documents necessary or appropriate to effect such issuance;

         WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture; and

         WHEREAS, all things necessary to make this Supplemental Indenture a
valid agreement of the Company, in accordance with its terms, and to make the
Notes, when executed by the Company and authenticated and delivered by the
Trustee, the valid obligations of the Company, have been done;

         NOW THEREFORE, in consideration of the premises and the purchase and
acceptance of the Notes by the Holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the forms and terms of the Notes, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Notes as follows:

                                   ARTICLE ONE
                               DEFINITION OF TERMS

Section 101. Definitions.

         Unless the context otherwise requires:

<PAGE>

         (a) each term defined in the Indenture has the same meaning when used
in this Supplemental Indenture;

         (b) each term defined anywhere in this Supplemental Indenture has the
same meaning throughout;

         (c) the singular includes the plural and vice versa;

         (d) headings are for convenience of reference only and do not affect
interpretation; and

         (e) the following terms, as used herein, have the following meanings:

         "Additional Notes" means, subject to Section 205 of this Supplemental
Indenture, 5.625% Senior Notes due 2013 issued from time to time after the date
of this Supplemental Indenture under the terms of the Existing Indenture and
this Supplemental Indenture (other than pursuant to Section 304, 305, 306, 906
or 1107 of the Existing Indenture and other than Exchange Notes issued pursuant
to an exchange offer for other Notes outstanding under the Indenture).

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

         "Exchange Notes" means the Notes issued pursuant to the Indenture and
this Supplemental Indenture in connection with an Exchange Offer pursuant to the
Registration Rights Agreement.

         "Exchange Offer" has the meaning specified in the Registration Rights
Agreement.

         "Existing Indenture" has the meaning specified in the first recital of
this Supplemental Indenture.

         "Initial Notes" means all Notes other than Exchange Notes.

         "Initial Purchasers" means Goldman, Sachs & Co., Banc of America
Securities LLC, ABN AMRO Incorporated and Tokyo-Mitsubishi International plc.

         "Notes" has the meaning stated in the second recital of this
Supplemental Indenture.

         "Registration Rights Agreement" means that certain Exchange and
Registration Rights Agreement, dated as of November 12, 2003, among the Company
and the Initial Purchasers.

         "Rule 144A" means Rule 144A under the Securities Act, as the same may
be amended from time to time.

         "Securities" has the meaning specified in the first recital of this
Supplemental Indenture.

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

         "Special Interest" has the meaning specified in the Registration Rights
Agreement.

                                       2

<PAGE>

                                   ARTICLE TWO
                    GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 201. Designation.

         There is hereby authorized and established a series of Securities under
the Indenture. Such series of Securities is hereby designated as the "5.625%
Senior Notes due 2013." The aggregate principal amount of the Notes to be issued
on the date hereof shall be $200,000,000.

Section 202. Form.

         Provisions relating to the Initial Notes and the Exchange Notes are set
forth in Appendix A hereto. The Initial Notes and the Trustee's certificate of
authentication thereon shall be substantially in the form of Exhibit 1 to
Appendix A. The Exchange Notes and the Trustee's certificate of authentication
thereon shall be substantially in the form of Exhibit 2 to Appendix A. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
and agreements to which the Company is subject, if any, or usage. Each Note
shall be dated the date of its authentication. The terms of the Notes set forth
in Appendix A are hereby incorporated in and expressly made part of this
Supplemental Indenture.

Section 203. Denomination.

         The Company will issue the Notes in denominations of $1,000 and
integral multiples of $1,000 in excess thereof; provided, however, that any
Notes issued in certificated form to IAIs (as defined in Appendix hereto) shall
be in denominations of $100,000 and integral multiples of $1,000 in excess
thereof.

Section 204. Redemption.

         The Notes are subject to redemption at the option of the Company as
described in Article Three hereof.

Section 205. Additional Notes.

         (a) The Company shall be entitled, subject to its compliance with this
Section 205, to issue Additional Notes under the Indenture. Additional Notes
shall have the same terms and conditions as the Initial Notes issued on the date
of this Supplemental Indenture or Exchange Notes, except for issue date, issue
price, pre-issuance accrued interest and first interest payment date. The
Initial Notes, any Additional Notes and all Exchange Notes shall be treated as a
single class for all purposes under the Indenture, including waivers,
amendments, redemptions and offers to purchase, but may be treated as separate
classes, with, among other things, separate issue prices, for United States
federal tax purposes.

         (b) With respect to any issuance of Additional Notes, the Company shall
deliver to the Trustee a Board Resolution or an Officers' Certificate, and, if
the Company elects, a supplemental indenture, which shall together provide the
following information:

                                       3

<PAGE>

                  (1) the aggregate principal amount of such Additional Notes to
         be authenticated and delivered pursuant to the Indenture;

                  (2) the issue date, issue price, pre-issuance accrued interest
         and first interest payment date, and the CUSIP number of such
         Additional Notes; and

                  (3) whether such Additional Notes shall be Transfer Restricted
         Securities and issued in the form of Initial Notes as set forth in
         Exhibit 1 to Appendix A or shall be issued in the form of Exchange
         Notes as set forth in Exhibit 2 to Appendix A.

Section 206. Appointment of Agents.

         The Trustee will initially be the Security Registrar and Paying Agent
for the Notes and will act as such only at its offices in New York, New York.

                                  ARTICLE THREE
                             REDEMPTION OF THE NOTES

Section 301. Optional Redemption by Company.

         (a) The Notes may be redeemed, as a whole or in part, at any time and
from time to time, at the sole election of the Company, upon notice as provided
in the Indenture (except that, notwithstanding the provisions of Section 1104 of
the Indenture, any notice of redemption for the Notes given pursuant to said
Section need not set forth the Redemption Price but only the manner of
calculation thereof), at a Redemption Price equal to the greater of (1) 100% of
the principal amount of the Notes being redeemed and (2) the sum of the present
values, calculated as of the Redemption Date, of the remaining scheduled
payments of principal and interest on the Notes to be redeemed (exclusive of
interest accruing on the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the then current Treasury Rate plus 20 basis points, plus, in each case, accrued
and unpaid interest on the principal amount being redeemed to the Redemption
Date.

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

         "Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company to act as the Independent Investment Banker
from time to time.

         "Reference Treasury Dealer" means each of Goldman, Sachs & Co. and Banc
of America Securities LLC and their respective successors, and two other firms
that are primary U.S.

                                       4

<PAGE>

Government securities dealers (each a "Primary Treasury Dealer") which the
Company shall specify from time to time; provided, however, that if any of them
ceases to be a Primary Treasury Dealer, then the Company shall substitute
another Primary Treasury Dealer.

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

         "Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to: (1) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable Treasury
Issue; provided that, if no maturity is within three months before or after the
Remaining Life of the Notes to be redeemed, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from
those yields on a straight line basis, rounding to the nearest month, or (2) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate shall be calculated
on the third Business Day preceding the Redemption Date.

         (b) At or prior to the time of giving of any notice of redemption to
the Holders of any Notes to be redeemed, the Company shall deliver an Officers'
Certificate to the Trustee setting forth the calculation of the Redemption Price
applicable to such redemption. The Trustee shall be under no duty to inquire
into, may conclusively presume the correctness of, and shall be fully protected
in relying upon, the Redemption Price as so calculated and set forth in such
Officers' Certificate.

Section 302. No Sinking Fund.

         The Notes are not entitled to the benefit of any sinking fund.

                                  ARTICLE FOUR
                             SUPPLEMENTAL INDENTURES

Section 401. Supplemental Indentures with Consent of Securityholders.

         No indenture supplemental to this Supplemental Indenture shall, without
the consent of the Holder of each Outstanding Note, modify the obligation of the
Company to deliver information as set forth in Section 601 of this Supplemental
Indenture.

                                       5

<PAGE>

                                  ARTICLE FIVE
                                    REMEDIES

Section 501. Events of Default.

         Pursuant to Section 501 of the Existing Indenture, an "Event of
Default" with respect to the Notes shall also mean a default in the payment of
Special Interest when it becomes due and payable, and continuance of such
default for a period of 30 days.

                                   ARTICLE SIX
                                    COVENANTS

Section 601. Available Information.

         Until such time as all Outstanding Notes are freely transferable
without restriction under the Securities Act, the Company (i) will use its
reasonable best efforts to be subject to the reporting requirements of Section
13 or Section 15(d) of the Exchange Act and to file in a timely manner all
reports and other documents required to be filed pursuant thereto or in
connection therewith and (ii) will take all actions necessary to permit resales
of the Notes pursuant to Rule 144A, including furnishing to any Holder (or owner
of a beneficial interest in a Note), or to any prospective purchaser designated
by such Holder or beneficial owner, upon request of such Holder or beneficial
owner, financial and other information required to be delivered under paragraph
(d)(4) of Rule 144A.

                                  ARTICLE SEVEN
                                  MISCELLANEOUS

Section 701. Ratification of Indenture.

         The Indenture, as supplemented by this Supplemental Indenture, is in
all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
be deemed part of the Indenture in the manner and to the extent herein and
therein provided.

Section 702. Trustee Makes No Representations.

         The Trustee makes no representation as to the validity or sufficiency
of this Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made by the Company solely.

Section 703. Governing Law.

         THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CONFLICT OF LAW PRINCIPLES OF SUCH STATE THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

                                       6

<PAGE>

Section 704. Severability.

         In case any one or more of the provisions contained in this
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Indenture or of the Notes, but this Supplemental Indenture and the Notes shall
be construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.

Section 705. Counterparts.

         This Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                       COMMERCIAL METALS COMPANY

                                       By: /s/ William B. Larson
                                           -------------------------------------
                                           Name: William B. Larson
                                           Title: Vice President and Chief
                                                  Financial Officer

Attest:

/s/ David M. Sudbury
------------------------------------
Name: David M. Sudbury
Title: Vice President, Secretary and
       General Counsel

                                       JPMORGAN CHASE BANK

                                       By: /s/ William G. Keenan
                                           -----------------------
                                           Name: William G. Keenan
                                           Title: Vice President

Attest: /s/ James D. Heaney
       --------------------
Name: James D. Heaney
Title: Vice President

                                       7

<PAGE>

                                   APPENDIX A

                      PROVISIONS RELATING TO INITIAL NOTES
                               AND EXCHANGE NOTES

1.       Definitions.

         For the purposes of this Appendix A the following terms shall have the
meanings indicated below; capitalized terms used and not defined in this
Appendix A shall have the meanings ascribed to such terms in the Indenture:

         "Agent Member" means any member of, or participant in, the Depository.

         "Definitive Note" means a certificated Initial Note or Exchange Note
bearing, if required, the restricted securities legend set forth in Section
2.3(d).

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

         "Exchange Notes" means (1) the 5.625% Senior Notes due 2013 issued
pursuant to the Indenture and the Supplemental Indenture in connection with a
Registered Exchange Offer pursuant to the Registration Rights Agreement, and (2)
Additional Notes, if any, issued pursuant to a registration statement filed with
the Commission under the Securities Act.

         "Global Note" means a global Initial Note or Exchange Note bearing the
global securities legend set forth in Exhibit 1 or Exhibit 2 to this Appendix A,
as the case may be, and, if required, the restricted securities legend set forth
in Section 2.3(d).

         "IAI" means an institutional "accredited investor" as described in Rule
501(a)(1), (2), (3) or (7) under the Securities Act

         "Initial Purchasers" means (1) with respect to the Initial Notes issued
as of the date of this Supplemental Indenture, Goldman, Sachs & Co., Banc of
America Securities LLC, ABN AMRO Incorporated and Tokyo-Mitsubishi International
plc., and (2) with respect to each issuance of Additional Notes, the Persons
purchasing such Additional Notes under the related Purchase Agreement.

         "Initial Notes" means (1) the 5.625% Senior Notes due 2013 issued under
the Indenture and the Supplemental Indenture on about the date hereof, and (2)
Additional Notes, if any, issued in a transaction exempt from the registration
requirements of the Securities Act.

         "Purchase Agreement" means(1) with respect to the Initial Notes issued
as of the date of this Supplemental Indenture, the Purchase Agreement, dated
November 6, 2003, among the Company and the Initial Purchasers, and (2) with
respect to each issuance of Additional Notes, the purchase agreement or
underwriting agreement among the Company and the Persons purchasing such
Additional Notes.

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

<PAGE>

         "Registered Exchange Offer" means (1) with respect to the Initial Notes
issued as of the date of this Supplemental Indenture, the offer by the Company,
pursuant to the Registration Rights Agreement, to certain Holders of Initial
Notes, to issue and deliver to such Holders, in exchange for the Initial Notes,
a like aggregate principal amount of Exchange Notes registered under the
Securities Act, (2) with respect to each issuance of Additional Notes issued in
a transaction exempt from the registration requirements of the Securities Act,
the registration rights agreement, if any, among the Company and the Persons
purchasing such Additional Notes under the related Purchase Agreement.

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated November 12, 2003, among the Company and the Initial
Purchasers, as such may be amended from time to time.

         "Rule 144A" means Rule 144A under the Securities Act (including any
successor rule thereto), as the same may be amended from time to time.

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

         "Shelf Registration Statement" means the registration statement filed
by the Company in connection with the offer and sale of Initial Notes pursuant
to the Registration Rights Agreement.

         "Transfer Restricted Securities" means Notes that bear or are required
to bear the legend set forth in Section 2.3(d) hereto.

2.       The Notes.

         2.1      Form and Dating.

         (a) General. The Initial Notes are being offered and sold by the
Company pursuant to the Purchase Agreement. The Initial Notes will be resold
initially only to (1) QIBs in reliance on Rule 144A and (2) IAIs in transactions
exempt from the registration requirements of the Securities Act. Initial Notes
resold to QIBs in reliance on Rule 144A shall be issued initially in the form of
one or more permanent Global Notes in definitive, fully registered form, which
shall be deposited on behalf of the purchasers of the Initial Notes represented
thereby with the Trustee, as custodian for the Depository (or with such other
custodian as the Depository may direct), and registered in the name of the
Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as provided in the Indenture. The aggregate
principal amount of the Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depository
or its nominee as hereinafter provided.

         (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a
Global Note deposited with or on behalf of the Depository.

         The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b) and pursuant to a Company Order, authenticate and deliver
initially one or more Global Notes that (i) shall be registered in the name of
the Depository for such Global Note or Global Notes or the nominee of such
Depository and (ii) shall be delivered by the Trustee to such Depository or
pursuant to such Depository's instructions or held by the Trustee as custodian
for the Depository.

<PAGE>

         Agent Members shall have no rights under the Indenture and the
Supplemental Indenture with respect to any Global Note held on their behalf by
the Depository, or by the Trustee as the custodian of the Depository, or under
any Global Note, and the Company, the Trustee and any agent of the Company or
the Trustee shall be entitled to treat the Depository or its nominee, as the
case may be, 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 Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Note.

         Ownership of beneficial interests in any Global Notes will be shown on,
and transfers thereof will be effected only through, records maintained by the
Depository or its nominee (with respect to interests of Agent Members) and the
records of the Agent Members (with respect to interests of Persons other than
Agent Members). None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility of liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         (c) Definitive Notes. Except as provided in this Section 2.1, Section
2.3 or Section 2.4, owners of beneficial interests in Global Notes shall not be
entitled to receive physical delivery of certificated Securities. Purchasers of
Initial Notes who are IAIs and are not QIBs will receive Definitive Notes;
provided, however, that upon transfer of such Definitive Note to a QIB, such
Definitive Note will, unless the Global Note has previously been exchanged, be
exchanged for an interest in a Global Note pursuant to the provisions of Section
2.3.

         2.2      Authentication. The Trustee shall authenticate and deliver:
(1) as of the date of the Supplemental Indenture, Initial Notes for original
issue in an aggregate principal amount of $200,000,000, (2) from time to time,
any Additional Notes for original issue in aggregate principal amounts specified
in an Officers' Certificate pursuant to Section 205 of the Supplemental
Indenture, and (3) Exchange Notes for issue only in exchange for Initial Notes
surrendered in a Registered Exchange Offer pursuant to the Registration Rights
Agreement, for a like principal amount of Initial Notes, in each case upon a
Company Order. Such order shall specify the amount of the Notes to be
authenticated and the date on which the original issue of Notes is to be
authenticated.

         2.3      Transfer and Exchange.

                  (a) Transfer and Exchange of Definitive Notes. When Definitive
Notes are presented to the Security Registrar with a request:

                  (x)  to register the transfer of such Definitive Notes; or

                  (y) to exchange such Definitive Notes for an equal principal
         amount of Definitive Notes of other authorized denominations,

the Security Registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Notes surrendered for transfer or exchange:

<PAGE>

                  (i) shall be duly endorsed or accompanied by a written
         instrument of transfer in form reasonably satisfactory to the Company
         and the Security Registrar, duly executed by the Holder thereof or his
         attorney duly authorized in writing; and

                  (ii) if such Definitive Notes are required to bear a
         restricted securities legend, they are being transferred or exchanged
         pursuant to an effective registration statement under the Securities
         Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C)
         below, and are accompanied by the following additional information and
         documents, as applicable:

                           (A) if such Definitive Notes are being delivered to
                  the Security Registrar by a Holder for registration in the
                  name of such Holder, without transfer, a certification from
                  such Holder to that effect;

                           (B) if such Definitive Notes are being transferred to
                  the Company, a certification to that effect; or

                           (C) if such Definitive Notes are being transferred
                  (x) pursuant to an exemption from registration in accordance
                  with Rule 144A or Rule 144; or (y) in reliance upon another
                  exemption from the requirements of the Securities Act: (i) a
                  certification to that effect (in the form set forth on the
                  reverse of the Note) and (ii) if the Company so requests, an
                  opinion of counsel or other evidence reasonably satisfactory
                  to it as to the compliance with the restrictions set forth in
                  the legend set forth in Section 2.3(d)(i).

                  (b) Restrictions on Transfer of a Definitive Note for a
Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for
a beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Trustee, together with:

                  (i) certification, in the form set forth on the reverse of the
         Note, that such Definitive Note is being transferred to a QIB in
         accordance with Rule 144A; and

                  (ii) written instructions directing the Trustee to make, or to
         direct the custodian of the Notes to make, an adjustment on its books
         and records with respect to such Global Note to reflect an increase in
         the aggregate principal amount of the Notes represented by the Global
         Note, such instructions to contain information regarding the Depository
         account to be credited with such increase;

then the Trustee shall cancel such Definitive Note and cause, or direct the
custodian of the Notes to cause, in accordance with the standing instructions
and procedures existing between the Depository and the custodian, the aggregate
principal amount of Notes represented by the Global Note to be increased by the
aggregate principal amount of the Definitive Note to be exchanged and shall
credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the principal
amount of the Definitive Note so canceled. If no Global Note is then outstanding
and the Global Note has not been previously exchanged pursuant to Section 2.4,
the Company shall issue and the Trustee shall authenticate, upon a Company
Order, a new Global Note in the appropriate principal amount.

<PAGE>

                  (c) Transfer and Exchange of Global Notes.

                  (i) The transfer and exchange of Global Notes or beneficial
         interests therein shall be effected through the Depository, in
         accordance with this Indenture (including applicable restrictions on
         transfer set forth herein, if any) and the procedures of the Depository
         therefor. A transferor of a beneficial interest in a Global Note shall
         deliver to the Security Registrar a written order given in accordance
         with the Depository's procedures containing information regarding the
         participant account of the Depository to be credited with a beneficial
         interest in the Global Note. The Security Registrar shall, in
         accordance with such instructions instruct the Depository to credit to
         the account of the Person specified in such instructions a beneficial
         interest in the Global Note and to debit the account of the Person
         making the transfer the beneficial interest in the Global Note being
         transferred.

                  (ii) If the proposed transfer is a transfer of a beneficial
         interest in one Global Note to a beneficial interest in another Global
         Note, the Security Registrar shall reflect on its books and records the
         date and an increase in the principal amount of the Global Note to
         which such interest is being transferred in an amount equal to the
         principal amount of the interest to be so transferred, and the Security
         Registrar shall reflect on its books and records the date and a
         corresponding decrease in the principal amount of the Global Note from
         which such interest is being transferred.

                  (iii) Notwithstanding any other provisions of this Appendix A
         (other than the provisions set forth in Section 2.4), a Global Note may
         not be transferred as a whole except by the Depository to a nominee of
         the Depository or by a nominee of the Depository to the Depository or
         another nominee of the Depository or by the Depository or any such
         nominee to a successor Depository or a nominee of such successor
         Depository.

                  (iv) In the event that a Global Note is exchanged for
         Definitive Notes pursuant to Section 2.4 of this Appendix A, prior to
         the consummation of a Registered Exchange Offer or the effectiveness of
         a Shelf Registration Statement with respect to such Notes, such Notes
         may be exchanged only in accordance with such procedures as are
         substantially consistent with the provisions of this Section 2.3
         (including the certification requirements set forth on the reverse of
         the Initial Notes intended to ensure that such transfers comply with
         Rule 144A) and such other procedures as may from time to time be
         adopted by the Company.

                  (d) Legend.

                  (i) Except as permitted by the following paragraphs (ii),
         (iii) and (iv), each Note certificate evidencing the Global Notes and
         the Definitive Notes (and all Notes issued in exchange therefor or in
         substitution thereof) shall bear a legend in substantially the
         following form:

                  THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
                  UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT")
                  AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
                  EXCEPT (A) BY THE INITIAL INVESTORS

<PAGE>

                  (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
                  UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) TO AN
                  INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM
                  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (3)
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
                  SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)
                  OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
                  THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS, AS SET
                  FORTH IN (A) ABOVE, IN EACH CASE, IN ACCORDANCE WITH ALL
                  APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

Each Definitive Note will also bear the following additional legend:

                  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
                  THE SECURITY REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION
                  AS SUCH SECURITY REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM
                  THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

                  (ii) Upon any sale or transfer of a Transfer Restricted Note
         (including any Transfer Restricted Note represented by a Global Note)
         pursuant to Rule 144 under the Securities Act, the Security Registrar
         shall permit the transferee thereof to exchange such Transfer
         Restricted Note for a certificated Note that does not bear the legend
         set forth above and rescind any restriction on the transfer of such
         Transfer Restricted Note, if the transferor thereof certifies in
         writing to the Security Registrar that such sale or transfer was made
         in reliance on Rule 144 (such certification to be in the form set forth
         on the reverse of the Note).

                  (iii) After a transfer of any Initial Notes pursuant to and
         during the period of the effectiveness of a Shelf Registration
         Statement with respect to such Initial Notes all requirements
         pertaining to legends on such Initial Note will cease to apply, the
         requirements requiring any such Initial Note issued to certain Holders
         be issued in global form will cease to apply, and a certificated
         Initial Note or an Initial Note in global form, in each case without
         restrictive transfer legends, will be available to the transferee of
         the Holder of such Initial Notes upon exchange of such transferring
         Holder's certificated Initial Note or directions to transfer such
         Holder's interest in the Global Note, as applicable.

                  (iv) Upon the consummation of a Registered Exchange Offer with
         respect to the Initial Notes, all requirements pertaining to such
         Initial Notes that Initial Notes issued to certain Holders be issued in
         global form will still apply with respect to Holders of such Initial
         Notes that do not exchange their Initial Notes, and Exchange Notes in
         certificated or global form will be available to Holders that exchange
         such Initial Notes in such Registered Exchange Offer.

<PAGE>

                  (e) Cancellation or Adjustment of Global Note. At such time as
all beneficial interests in a Global Note have either been exchanged for
Definitive Notes, redeemed, repurchased or canceled, such Global Note shall be
returned to the Depository for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for Definitive Notes, redeemed, repurchased or
canceled, the principal amount of Notes represented by such Global Note shall be
reduced and an adjustment shall be made on the books and records of the Trustee
(if it is then the custodian for such Global Note) with respect to such Global
Note, by the Trustee or the custodian, to reflect such reduction.

                  (f) Obligations with Respect to Transfers and Exchanges of
Notes.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Definitive
         Notes and Global Notes at the Security Registrar's request.

                  (ii) No service charge shall be made for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments or similar
         governmental charge payable in connection therewith.

                  (iii) The Security Registrar shall not be required to register
         the transfer of or exchange of (a) any Definitive Note selected for
         redemption in whole or in part pursuant to Article 3 of this Indenture,
         except the unredeemed portion of any Definitive Note being redeemed in
         part, or (b) any Note for a period beginning 15 days before the mailing
         of a notice of an offer to repurchase or redeem Notes or 15 days before
         an interest payment date.

                  (iv) Prior to the due presentation for registration of
         transfer of any Note, the Company, the Trustee, the Paying Agent, or
         the Security Registrar may deem and treat the Person in whose name a
         Note is registered as the absolute owner of such Note for the purpose
         of receiving payment of principal of and premium, if any, and interest
         on such Note and for all other purposes whatsoever, whether or not such
         Note is overdue, and none of the Company, the Trustee, the Paying
         Agent, or the Security Registrar shall be affected by notice to the
         contrary.

                  (v) All Notes issued upon any transfer or exchange pursuant to
         the terms of this Indenture shall evidence the same debt and shall be
         entitled to the same benefits under this Indenture as the Notes
         surrendered upon such transfer or exchange.

                  (g) No Obligation of the Trustee.

                  (i) The Trustee shall have no responsibility or obligation to
         any beneficial owner of a Global Note, a member of, or a participant in
         the Depository or other Person with respect to the accuracy of the
         records of the Depository or its nominee or of any participant or
         member thereof, with respect to any ownership interest in the Notes or
         with respect to the delivery to any participant, member, beneficial
         owner or other Person (other than the Depository) of any notice
         (including any notice of redemption) or the payment of any amount,
         under or with respect to such Notes. All notices and communications to
         be given to the Holders and all payments to be made to Holders under
         the Notes shall be given or made only to or upon the order of the
         registered Holders

<PAGE>

         (which shall be the Depository or its nominee in the case of a Global
         Note). The rights of beneficial owners in any Global Note shall be
         exercised only through the Depository subject to the applicable rules
         and procedures of the Depository. The Trustee may rely and shall be
         fully protected in relying upon information furnished by the Depository
         with respect to its members, participants and any beneficial owners.

                  (ii) 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 Depository participants, members or beneficial owners
         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.

2.4      Definitive Notes.

                  (a) A Global Note deposited with the Depository or with the
Trustee as custodian for the Depository pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of Definitive Notes in
an aggregate principal amount equal to the principal amount of such Global Note,
in exchange for such Global Note, only if such transfer complies with Section
2.3 and (i) the Depository notifies the Company that it is unwilling or unable
to continue as Depository for such Global Note or if at any time such Depository
ceases to be a "clearing agency" registered under the Exchange Act and a
successor Depository is not appointed by the Company within 90 days of such
notice, or (ii) an Event of Default has occurred and is continuing or (iii) the
Company, in its sole discretion, notifies the Trustee in writing that it elects
to cause the issuance of Definitive Notes under this Indenture.

                  (b) Any Global Note that is to be transferred to the
beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by
the Depository to the Trustee located at its principal corporate trust office,
to be so transferred, in whole or from time to time in part, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion
of such Global Note, an equal aggregate principal amount of Definitive Notes of
authorized denominations. Any portion of a Global Note transferred pursuant to
this Section 2.4 shall be executed, authenticated and delivered only in
denominations of $1,000 principal amount and any integral multiple thereof and
registered in such names as the Depository shall direct. Any Definitive Note
delivered in exchange for an interest in a Transfer Restricted Note shall,
except as otherwise provided by Section 2.3(d), bear the restricted securities
legend set forth therein.

                  (c) Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Note shall be entitled to 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.

                  (d) In the event of the occurrence of one of the events
specified in Section 2.4(a)(i), (ii) or (iii), the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Notes in definitive,
fully registered form without interest coupons.