<PAGE>

                                                                     Exhibit 4.2

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

                                   IPSCO INC.,

                                   as Issuer,

                          THE GUARANTORS PARTY HERETO,

                                 as Guarantors,

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.,

                                   as Trustee

                                   ----------

                                    INDENTURE

                            Dated as of June 18, 2003

                                   ----------

                                  $200,000,000

                          8 3/4% Senior Notes due 2013

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

<PAGE>

                              CROSS-REFERENCE TABLE

 TIA                                                       Indenture
Section                                                     Section
-------                                                -----------------

310(a)(1)...........................................   7.10
   (a)(2)...........................................   7.10
   (a)(3)...........................................   N.A.
   (a)(4)...........................................   N.A.
   (a)(5)...........................................   N.A.
   (b)..............................................   7.08; 7.10
   (b)(1)...........................................   7.10
   (c)..............................................   N.A.
311(a)..............................................   7.11
   (b)..............................................   7.11
   (c)..............................................   N.A.
3l2(a)..............................................   2.06
   (b)..............................................   11.03
   (c)..............................................   11.03
3l3(a)..............................................   7.06
   (b)(1)...........................................   N.A.
   (b)(2)...........................................   7.06
   (c)..............................................   7.06; 11.02
   (d)..............................................   7.06
314(a)..............................................   4.02; 4.04; 11.02
   (b)..............................................   N.A.
   (c)(1)...........................................   11.04
   (c)(2)...........................................   11.04
   (c)(3)...........................................   N.A.
   (d)..............................................   N.A.
   (e)..............................................   11.05
   (f)..............................................   N.A.
315(a)..............................................   7.01(b)
   (b)..............................................   7.05; 11.02
   (c)..............................................   7.01(a)
   (d)..............................................   7.01(c)
   (e)..............................................   6.12
316(a) (last sentence)..............................   2.10
   (a)(1)(A)........................................   6.05
   (a)(1)(B)........................................   6.04
   (a)(2)...........................................   N.A.
   (b)..............................................   6.08
   (c)..............................................   8.04
317(a)(1)...........................................   6.09
   (a)(2)...........................................   6.10
   (b)..............................................   2.05; 7.12
318(a)..............................................   11.01

----------
N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
      a part of this Indenture

<PAGE>

                                TABLE OF CONTENTS

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                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01    Definitions ....................................................... 1
SECTION 1.02    Other Definitions..................................................29
SECTION 1.03    Incorporation by Reference of Trust Indenture Act..................30
SECTION 1.04    Rules of Construction..............................................31

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01    Amount of Notes....................................................31
SECTION 2.02    Form and Dating....................................................32
SECTION 2.03    Execution and Authentication.......................................33
SECTION 2.04    Registrar and Paying Agent.........................................33
SECTION 2.05    Paying Agent To Hold Money in Trust................................34
SECTION 2.06    Holder Lists.......................................................34
SECTION 2.07    Transfer and Exchange..............................................35
SECTION 2.08    Replacement Notes..................................................35
SECTION 2.09    Outstanding Notes..................................................36
SECTION 2.10    Treasury Notes.....................................................36
SECTION 2.11    Temporary Notes....................................................37
SECTION 2.12    Cancellation.......................................................37
SECTION 2.13    Defaulted Interest.................................................37
SECTION 2.14    CUSIP Number.......................................................38
SECTION 2.15    Deposit of Moneys..................................................38
SECTION 2.16    Book-Entry Provisions for Global Notes.............................38
SECTION 2.17    Special Transfer Provisions........................................40
SECTION 2.18    Computation of Interest............................................43
SECTION 2.19    Issuance of Additional Notes.......................................43

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01    Election To Redeem; Notices to Trustee.............................44
SECTION 3.02    Selection by Trustee of Notes To Be Redeemed.......................44
SECTION 3.03    Notice of Redemption...............................................45
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SECTION 3.04    Effect of Notice of Redemption.....................................46
SECTION 3.05    Deposit of Redemption Price........................................46
SECTION 3.06    Notes Redeemed in Part.............................................46
SECTION 3.07    Optional Redemption................................................47
SECTION 3.08    Tax Redemption.....................................................47
SECTION 3.09    Purchase of Notes.................................:................48

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01    Payment of Notes...................................................48
SECTION 4.02    Reports to Holders.................................................48
SECTION 4.03    Waiver of Stay, Extension or Usury Laws............................49
SECTION 4.04    Compliance Certificate.............................................49
SECTION 4.05    Taxes..............................................................50
SECTION 4.06    Limitations on Additional Indebtedness.............................50
SECTION 4.07    Limitations on Restricted Payments.................................53
SECTION 4.08    Limitations on Liens...............................................55
SECTION 4.09    Limitations on Transactions with Affiliates........................56
SECTION 4.10    Limitation on Asset Sales..........................................58
SECTION 4.11    Limitation on the Issuance or Sale of Equity Interests of
                   Restricted Subsidiaries.........................................60
SECTION 4.12    Limitations on Dividend and Other Restrictions Affecting
                   Restricted Subsidiaries.........................................60
SECTION 4.13    [Reserved].........................................................62
SECTION 4.14    Legal Existence....................................................62
SECTION 4.15    Change of Control Offer............................................62
SECTION 4.16    Payment of Additional Amounts......................................64
SECTION 4.17    RESERVED...........................................................65
SECTION 4.18    Limitations on Layering Indebtedness...............................65
SECTION 4.19    Limitations on Designation of Unrestricted Subsidiaries............66
SECTION 4.20    Limitations on Sale and Leaseback Transactions.....................67
SECTION 4.21    Conduct of Business................................................67

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01    Limitation on Mergers, Amalgamations, Consolidations, Etc..........68
</TABLE>

                                      -ii-

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                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES
SECTION 6.01    Events of Default..................................................70
SECTION 6.02    Acceleration.......................................................72
SECTION 6.03    Other Remedies.....................................................72
SECTION 6.04    Waiver of Past Defaults and Events of Default......................73
SECTION 6.05    Control by Majority ...............................................73
SECTION 6.06    Limitation on Suits................................................73
SECTION 6.07    No Personal Liability of Directors, Officers, Employees and
                   Stockholders....................................................74
SECTION 6.08    Rights of Holders To Receive Payment...............................74
SECTION 6.09    Collection Suit by Trustee.........................................74
SECTION 6.10    Trustee May File Proofs of Claim...................................75
SECTION 6.11    Priorities.........................................................75
SECTION 6.12    Undertaking for Costs..............................................75

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01    Duties of Trustee..................................................76
SECTION 7.02    Rights of Trustee..................................................77
SECTION 7.03    Individual Rights of Trustee.......................................78
SECTION 7.04    Trustee's Disclaimer...............................................78
SECTION 7.05    Notice of Defaults.................................................79
SECTION 7.06    Reports by Trustee to Holders......................................79
SECTION 7.07    Compensation and Indemnity.........................................79
SECTION 7.08    Replacement of Trustee.............................................80
SECTION 7.09    Successor Trustee by Consolidation, Merger, Etc....................81
SECTION 7.10    Eligibility; Disqualification......................................81
SECTION 7.11    Preferential Collection of Claims Against Issuer...................82
SECTION 7.12    Paying Agents......................................................82

                                  ARTICLE EIGHT

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01    Without Consent of Holders.........................................82
SECTION 8.02    With Consent of Holders............................................83
SECTION 8.03    Compliance with Trust Indenture Act................................85
SECTION 8.04    Revocation and Effect of Consents..................................85
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                                      -iii-

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SECTION 8.05    Notation on or Exchange of Notes...................................85
SECTION 8.06    Trustee To Sign Amendments, Etc....................................86

                                  ARTICLE NINE

                        DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01    Discharge of Indenture.............................................86
SECTION 9.02    Legal Defeasance...................................................87
SECTION 9.03    Covenant Defeasance................................................87
SECTION 9.04    Conditions to Legal Defeasance or Covenant Defeasance..............88
SECTION 9.05    Deposited Money and U.S. Government Obligations To Be
                   Held in Trust; Other Miscellaneous Provisions...................89
SECTION 9.06    Reinstatement......................................................90
SECTION 9.07    Moneys Held by Paying Agent........................................90
SECTION 9.08    Moneys Held by Trustee.............................................90

                                   ARTICLE TEN

                               GUARANTEE OF NOTES


SECTION 10.01   Note Guarantee.....................................................91
SECTION 10.02   Execution and Delivery of Note Guarantee...........................93
SECTION 10.03   Limitation of Note Guarantee.......................................93
SECTION 10.04   Additional Guarantors..............................................93
SECTION 10.05   Release of Guarantor...............................................94
SECTION 10.06   Waiver of Subrogation..............................................94

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01   Trust Indenture Act Controls.......................................95
SECTION 11.02   Notices............................................................95
SECTION 11.03   Communications by Holders with Other Holders.......................97
SECTION 11.04   Certificate and Opinion as to Conditions Precedent.................97
SECTION 11.05   Statements Required in Certificate and Opinion.....................97
SECTION 11.06   Rules by Trustee and Agents........................................97
SECTION 11.07   [Reserved].........................................................98
SECTION 11.08   Governing Law......................................................98
SECTION 11.09   Agent for Service; Submission to Jurisdiction; Waiver of
                   Immunities......................................................98
SECTION 11.10   No Adverse Interpretation of Other Agreements......................99
SECTION 11.11   No Recourse Against Others.........................................99
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SECTION 11.12   Successors.........................................................99
SECTION 11.13   Multiple Counterparts ............................................100
SECTION 11.14   Table of Contents, Headings, Etc..................................100
SECTION 11.15   Separability......................................................100
SECTION 11.16   Judgment Currency.................................................100
</TABLE>

EXHIBITS

<TABLE>
<CAPTION>
<S>                                                                               <C>
Exhibit A.      Form of Note......................................................A-1
Exhibit B.      Form of Private Placement Legend..................................B-1
Exhibit C.      Form of Legend for Global Note....................................C-1
Exhibit D.      Form of Certificate To Be Delivered in Connection with
                   Transfers to Non-QIB Institutional Accredited Investors........D-1
Exhibit E.      Form of Certificate To Be Delivered in Connection with
                   Transfers Pursuant to Regulation S.............................E-1
Exhibit F.      Form of Note Guarantee............................................F-1
Exhibit G.      Form of Legend Applicable to Canadian Holders.....................G-1
</TABLE>

                                       -v-

<PAGE>

          INDENTURE, dated as of June 18, 2003, between IPSCO INC., a company
incorporated under the laws of Canada, as issuer (the "Issuer"), the Guarantors
(as defined herein) and WELLS FARGO BANK MINNESOTA, N.A., as trustee (the
"Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Notes.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01 Definitions.

          "Acquired Indebtedness" means (1) with respect to any Person that
becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person
(other than the Issuer or a Restricted Subsidiary) existing at the time such
Person is merged with or into the Issuer or a Restricted Subsidiary, or
Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in
connection with the acquisition of an asset or assets from another Person, which
Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition.

          "Additional Interest" has the meaning set forth in the Registration
Rights Agreement.

          "Additional Notes" means, subject to the Issuer's compliance with
Section 4.06, 8 3/4% Senior Notes due 2013, if any, issued from time to time
after the Issue Date pursuant to Section 2.19.

          "Affiliate" of any Person means any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referent Person. For purposes of this definition, "control" of
a Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.

          "Agent" means any Registrar, Paying Agent, or agent for service of
notices and demands.

          "amend" means to amend, supplement, restate, amend and restate or
otherwise modify; and "amendment" shall have a correlative meaning.

          "asset" means any asset or property.

<PAGE>

                                      -2-

          "Asset Acquisition" means

          (1) an Investment by the Issuer or any Restricted Subsidiary of the
     Issuer in any other Person if, as a result of such Investment, such Person
     shall become a Restricted Subsidiary of the Issuer, or shall be merged with
     or into the Issuer or any Restricted Subsidiary of the Issuer, or

          (2) the acquisition by the Issuer or any Restricted Subsidiary of the
     Issuer of all or substantially all of the assets of any other Person or any
     division or line of business of any other Person.

          "Asset Sale" means any sale, issuance, conveyance, transfer, lease,
assignment or other disposition by the Issuer or any Restricted Subsidiary to
any Person other than the Issuer or any Restricted Subsidiary (including by
means of a Sale and Leaseback Transaction or a merger or consolidation)
(collectively, for purposes of this definition, a "transfer"), in one
transaction or a series of related transactions, of any assets of the Issuer or
any of its Restricted Subsidiaries other than in the ordinary course of
business. For purposes of this definition, the term "Asset Sale" shall not
include:

          (1) transfers of cash or Cash Equivalents;

          (2) transfers of assets (including Equity Interests) that are governed
     by, and made in accordance with, Section 5.01;

          (3) Permitted Investments and Restricted Payments permitted under
     Section 4.07;

          (4) the creation or realization of any Permitted Lien;

          (5) transfers of damaged, worn-out or obsolete equipment or assets
     that, in the Issuer's reasonable judgment, are no longer used or useful in
     the business of the Issuer or its Restricted Subsidiaries;

          (6) sales of accounts receivable of the type specified in the
     definition of "Qualified Securitization Transaction" to a Securitization
     Entity for the Fair Market Value thereof; and

          (7) any transfer or series of related transfers that, but for this
     clause, would be Asset Sales, if after giving effect to such transfers, the
     aggregate Fair Market Value of the assets transferred in such transaction
     or any such series of related transactions does not exceed $2.5 million.

          "Attributable Indebtedness" when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present value
(discounted at a rate

<PAGE>

                                      -3-

equivalent to the implied rate in such transaction) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in any such Sale and Leaseback Transaction.

          "Bankruptcy Law" means Title 11 of the United States Code, as amended,
or any similar U.S. federal or state or Canadian federal or provincial law for
the relief of debtors.

          "Board of Directors" means, with respect to any Person, the board of
directors or comparable governing body of such Person.

          "Board Resolution" means a copy of a resolution certified pursuant to
an Officers' Certificate to have been duly adopted by the Board of Directors of
the Issuer or a Guarantor, as appropriate, and to be in full force and effect,
and, as so certified, delivered to the Trustee.

          "Business Day" means a day other than a Saturday, Sunday or other day
on which banking institutions in New York or Toronto are authorized or required
by law to close.

          "Capitalized Lease" means a lease required to be capitalized for
financial reporting purposes in accordance with GAAP.

          "Capitalized Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under a Capitalized Lease, and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.

          "Cash Equivalents" means:

          (1) marketable obligations with a maturity of 360 days or less issued
     or directly and fully guaranteed or insured by the United States of America
     or Canada or any agency or instrumentality thereof (provided that the full
     faith and credit of the United States of America or Canada is pledged in
     support thereof);

          (2) demand and time deposits and certificates of deposit or
     acceptances with a maturity of 180 days or less of any U.S. financial
     institution that is a member of the Federal Reserve System or any bank
     organized under the laws of Canada having combined capital and surplus and
     undivided profits of not less than $500 million and, in the case of any
     such U.S. financial institution, is assigned at least a "B" rating by
     Thomson Financial Bank Watch;

          (3) commercial paper maturing no more than 180 days from the date of
     purchase thereof issued by a corporation that is not the Issuer or an
     Affiliate of the Issuer, and is organized under the laws of any State of
     the United States of America or the District of Columbia or Canada or any
     province or territory thereof and rated at least A-2 by S&P, at least P-2
     by Moody's or R-1 (low) by DBRS;

<PAGE>

                                      -4-

          (4) repurchase obligations with a term of not more than ten days for
     underlying securities of the types described in clause (1) above entered
     into with any commercial bank meeting the specifications of clause (2)
     above; and

          (5) investments in money market or other mutual funds substantially
     all of whose assets comprise securities of the types described in clauses
     (1) through (4) above.

          "Change of Control" means the occurrence of any of the following
events:

          (1) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), becomes the beneficial owner (as defined in
     Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of
     this clause that person or group shall be deemed to have "beneficial
     ownership" of all securities that any such person or group has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time), directly or indirectly, of Voting Stock representing more
     than 50% of the voting power of the total outstanding Voting Stock of the
     Issuer;

          (2) during any period of two consecutive years, individuals who at the
     beginning of such period constituted the Board of Directors (together with
     any new directors whose election to such Board of Directors or whose
     nomination for election by the stockholders of the Issuer was approved by a
     vote of the majority of the directors of the Issuer then still in office
     who were either directors at the beginning of such period or whose election
     or nomination for election was previously so approved) cease for any reason
     to constitute a majority of the Board of Directors of the Issuer;

          (3) (a) all or substantially all of the assets of the Issuer and the
     Restricted Subsidiaries are sold or otherwise transferred to any Person
     other than a Wholly-Owned Restricted Subsidiary or (b) the Issuer
     consolidates or merges with or into another Person or any Person
     consolidates, amalgamates or merges with or into the Issuer, in either case
     under this clause (3), in one transaction or a series of related
     transactions in which immediately after the consummation thereof Persons
     owning Voting Stock representing in the aggregate a majority of the total
     voting power of the Voting Stock of the Issuer immediately prior to such
     consummation do not own Voting Stock representing a majority of the total
     voting power of the Voting Stock of the Issuer or the surviving or
     transferee Person; or

          (4) the Issuer shall adopt a plan of liquidation or dissolution or any
     such plan shall be approved by the stockholders of the Issuer.

          "Common Stock" of any Person means all Equity Interests of such Person
that are generally entitled to (i) vote in the election of directors of such
Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that shall control the management and policies of such Person.

<PAGE>

                                      -5-

          "Company Request" means any written request signed in the name of the
Issuer by any one of the Chairman of the Board of Directors, the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer, the
Controller or the Treasurer of the Issuer and attested to by the Secretary or
any Assistant Secretary of the Issuer.

          "Consolidated Amortization Expense" for any period means the
amortization expense of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

          "Consolidated Cash Flow" for any period means, without duplication,
the sum of the amounts for such period of

          (1) Consolidated Net Income, plus

          (2) in each case only to the extent deducted in determining
     Consolidated Net Income and with respect to the portion of Consolidated Net
     Income attributable to any Restricted Subsidiary that is not a Guarantor
     only if a corresponding amount would be permitted at the date of
     determination to be distributed to the Issuer by such Restricted Subsidiary
     without prior approval (that has not been obtained), pursuant to the terms
     of its charter and all agreements, instruments, judgments, decrees, orders,
     statutes, rules and governmental regulations applicable to such Restricted
     Subsidiary or its stockholders,

               (a) Consolidated Income Tax Expense,

               (b) Consolidated Amortization Expense (but only to the extent not
          included in Consolidated Fixed Charges),

               (c) Consolidated Depreciation Expense (but only to the extent not
          included in Consolidated Fixed Charges),

               (d) Consolidated Fixed Charges, and

               (e) all other non-cash items reducing the Consolidated Net Income
          (excluding any non-cash charge that results in an accrual of a reserve
          for cash charges in any future period) for such period,

          in each case determined on a consolidated basis in accordance with
          GAAP, minus

          (3) the aggregate amount of all non-cash items, determined on a
     consolidated basis, to the extent such items increased Consolidated Net
     Income for such period.

          "Consolidated Depreciation Expense" for any period means the
depreciation expense of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

<PAGE>

                                      -6-

          "Consolidated Fixed Charge Coverage Ratio" means the ratio of
Consolidated Cash Flow during the most recent four consecutive full fiscal
quarters for which financial statements are publicly available (the
"Four-Quarter Period") ending on or prior to the date of the transaction giving
rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the
"Transaction Date") to Consolidated Fixed Charges for the Four-Quarter Period.
For purposes of this definition, Consolidated Cash Flow and Consolidated Fixed
Charges shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:

          (1) the incurrence of any Indebtedness or the issuance of any
     Preferred Stock of the Issuer or any Restricted Subsidiary (and the
     application of the proceeds therefrom) and any repayment of other
     Indebtedness or redemption of other Preferred Stock (other than the
     incurrence or repayment of Indebtedness in the ordinary course of business
     for working capital purposes pursuant to any revolving credit arrangement)
     occurring during the Four-Quarter Period or at any time subsequent to the
     last day of the Four-Quarter Period and on or prior to the Transaction
     Date, as if such incurrence, repayment, issuance or redemption, as the case
     may be (and the application of the proceeds thereof), occurred on the first
     day of the Four-Quarter Period; and

          (2) any Asset Sale or other disposition or Asset Acquisition
     (including, without limitation, any Asset Acquisition giving rise to the
     need to make such calculation as a result of the Issuer or any Restricted
     Subsidiary (including any Person who becomes a Restricted Subsidiary as a
     result of such Asset Acquisition) incurring Acquired Indebtedness and also
     including any Consolidated Cash Flow (including any pro forma expense and
     cost reductions calculated on a basis consistent with Regulation S-X under
     the Exchange Act) associated with any such Asset Acquisition) occurring
     during the Four-Quarter Period or at any time subsequent to the last day of
     the Four-Quarter Period and on or prior to the Transaction Date, as if such
     Asset Sale or Asset Acquisition or other disposition (including the
     incurrence of, or assumption or liability for, any such Indebtedness or
     Acquired Indebtedness) occurred on the first day of the Four-Quarter
     Period.

          If the Issuer or any Restricted Subsidiary directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if the Issuer or
such Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

          In calculating Consolidated Fixed Charges for purposes of determining
the denominator (but not the numerator) of this Consolidated Fixed Charge
Coverage Ratio:

          (1) interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction Date and which shall continue to be so
     determined thereafter shall be deemed to have accrued at a fixed rate per
     annum equal to the rate of interest on such Indebtedness in effect on the
     Transaction Date;

<PAGE>

                                      -7-

          (2) if interest on any Indebtedness actually incurred on the
     Transaction Date may optionally be determined at an interest rate based
     upon a factor of a prime or similar rate, a eurocurrency interbank offered
     rate, or other rates, then the interest rate in effect on the Transaction
     Date shall be deemed to have been in effect during the Four-Quarter Period;
     and

          (3) notwithstanding clause (1) or (2) above, interest on Indebtedness
     determined on a fluctuating basis, to the extent such interest is covered
     by agreements relating to Hedging Obligations, shall be deemed to accrue at
     the rate per annum resulting after giving effect to the operation of such
     Hedging Agreements.

          "Consolidated Fixed Charges" for any period means the sum, without
duplication, of the total interest expense of the Issuer and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP and shall also include, without duplication,

          (1) imputed interest on Capitalized Lease Obligations, obligations
     under conditional sale and other title retention programs and Attributable
     Indebtedness,

          (2) commissions and discounts owed with respect to letters of credit
     securing financial obligations, bankers' acceptance financing and
     receivables financings,

          (3) the net costs associated with Hedging Obligations of the type
     described in clause (1) of the definition thereof,

          (4) amortization of debt issuance costs and debt discount or premium,

          (5) the interest portion of any deferred payment obligations,

          (6) all other non-cash interest expense,

          (7) capitalized interest,

          (8) the product of (a) all dividend payments on any series of
     Preferred Stock of the Issuer or any Restricted Subsidiary (other than any
     such Preferred Stock held by the Issuer or a Wholly-Owned Restricted
     Subsidiary), to the extent not deductible or creditable for tax purposes
     multiplied by (b) a fraction, the numerator of which is one and the
     denominator of which is one minus the then current combined federal,
     foreign, state, provincial and local statutory tax rate of the Issuer and
     the Restricted Subsidiaries, expressed as a decimal,

          (9) all interest payable with respect to discontinued operations,

          (10) all interest on any Indebtedness of any other Person guaranteed
     by the Issuer or any Restricted Subsidiary but solely to the extent such
     Person is in default under

<PAGE>

                                      -8-

     such Indebtedness or such interest is currently payable by the Issuer or
     any Restricted Subsidiary, and

          (11) all interest payable with respect to any Indebtedness (other than
     any such Indebtedness held by the Issuer or a Wholly-Owned Restricted
     Subsidiary) of the Issuer or any Restricted Subsidiary to the extent such
     Indebtedness is treated as equity in accordance with GAAP;

provided that, notwithstanding the foregoing, any interest or dividends of the
type described in this definition shall be excluded from Consolidated Fixed
Charges to the extent paid in shares of the Issuer's Common Stock.

          "Consolidated Income Tax Expense" for any period means the provision
for taxes of the Issuer and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

          "Consolidated Net Income" for any period means the net income (or
loss) of the Issuer and the Restricted Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication:

          (1) the net income (or loss) of any Person (other than a Restricted
     Subsidiary) in which any Person other than the Issuer and the Restricted
     Subsidiaries has an ownership interest, except to the extent that cash in
     an amount equal to any such income has actually been received by the Issuer
     or any of its Wholly-Owned Restricted Subsidiaries during such period;

          (2) except to the extent includible in the consolidated net income of
     the Issuer pursuant to the foregoing clause (1), the net income (or loss)
     of any Person that accrued prior to the date that (a) such Person becomes a
     Restricted Subsidiary or is merged into or consolidated with the Issuer or
     any Restricted Subsidiary or (b) the assets of such Person are acquired by
     the Issuer or any Restricted Subsidiary;

          (3) the net income of any Restricted Subsidiary that is not a
     Guarantor during such period to the extent that the declaration or payment
     of dividends or similar distributions by such Restricted Subsidiary of that
     income is not permitted by operation of the terms of its charter or any
     agreement, instrument, judgment, decree, order, statute, rule or
     governmental regulation applicable to that Subsidiary during such period,
     except that the Issuer's equity in a net loss of any such Restricted
     Subsidiary for such period shall be included in determining Consolidated
     Net Income;

          (4) for the purposes of calculating the Restricted Payments Basket
     only, in the case of a successor to the Issuer by consolidation, merger or
     transfer of its assets, any income (or loss) of the successor prior to such
     merger, consolidation or transfer of assets;

<PAGE>

                                      -9-

          (5) other than for purposes of calculating the Restricted Payments
     Basket, any gain (or loss), together with any related provisions for taxes
     on any such gain (or the tax effect of any such loss), realized during such
     period by the Issuer or any Restricted Subsidiary upon (a) the acquisition
     of any securities, or the extinguishment of any Indebtedness, of the Issuer
     or any Restricted Subsidiary or (b) any asset sale by the Issuer or any
     Restricted Subsidiary; and

          (6) other than for purposes of calculating the Restricted Payments
     Basket, any extraordinary gain (or extraordinary loss), together with any
     related provision for taxes on any such extraordinary gain (or the tax
     effect of any such extraordinary loss), realized by the Issuer or any
     Restricted Subsidiary during such period.

In addition, any return of capital with respect to an Investment that increased
the Restricted Payments Basket pursuant to clause (3)(d) of the first paragraph
of Section 4.07 or decreased the amount of Investments outstanding pursuant to
clause (12) of the definition of "Permitted Investments" shall be excluded from
Consolidated Net Income for purposes of calculating the Restricted Payments
Basket.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is as set
forth in Section 11.02.

          "Coverage Ratio Exception" has the meaning set forth in the proviso in
the first paragraph of Section 4.06.

          "Credit Agreement" means the Amended and Restated Revolving Credit
Agreement dated as of October 13, 2000 by and among the Issuer and the
Guarantors, as Borrowers, The Toronto-Dominion Bank, as agent, and the other
lenders named therein, and one or more other debt facilities of the Issuer
and/or the Guarantors, including any notes, guarantees, collateral and security
documents, instruments and agreements executed in connection therewith
(including Hedging Obligations related to the Indebtedness incurred thereunder),
and in each case as amended or refinanced from time to time, including any
agreement or agreements extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount of borrowings or other
Indebtedness outstanding or available to be borrowed thereunder) all or any
portion of the Indebtedness under such agreement or agreements, and any
successor or replacement agreement or agreements with the same or any other
agents, creditor, lender or group of creditors or lenders.

          "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

          "DBRS" means Dominion Bond Rating Service Limited, and its successors.

<PAGE>

                                      -10-

          "Default" means (1) any Event of Default or (2) any event, act or
condition that, after notice or the passage of time or both, would be an Event
of Default.

          "Designation" has the meaning given to this term in Section 4.19.

          "Designation Amount" has the meaning given to this term in Section
4.19.

          "Disqualified Equity Interests" of any Person means any Equity
Interests of such Person that, by its terms, or by the terms of any related
agreement or of any security into which it is convertible, puttable or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed by such Person, whether or not at the option
of the holder thereof, or matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, in whole or in part, on or prior to the
date which is 91 days after the final maturity date of the Notes; provided,
however, that any class of Equity Interests of such Person that, by its terms,
authorizes such Person to satisfy in full its obligations with respect to the
payment of dividends or upon maturity, redemption (pursuant to a sinking fund or
otherwise) or repurchase thereof or otherwise by the delivery of Equity
Interests that are not Disqualified Equity Interests, and that is not
convertible, puttable or exchangeable for Disqualified Equity Interests or
Indebtedness, shall not be deemed to be Disqualified Equity Interests so long as
such Person satisfies its obligations with respect thereto solely by the
delivery of Equity Interests that is not Disqualified Equity Interests;
provided, further, however, that any Equity Interests that would not constitute
Disqualified Equity Interests but for provisions thereof giving holders thereof
(or the holders of any security into or for which such Equity Interests is
convertible, exchangeable or exercisable) the right to require the Issuer to
redeem such Equity Interests upon the occurrence of a change in control
occurring prior to the final maturity date of the Notes shall not constitute
Disqualified Equity Interests if the change in control provisions applicable to
such Equity Interests are no more favorable to such holders than the provisions
described under Section 4.15 and such Equity Interests specifically provides
that the Issuer shall not redeem any such Equity Interests pursuant to such
provisions prior to the Issuer's purchase of the Notes as required pursuant to
the provisions described under Section 4.15.

          "DTC" means The Depository Trust Company, its nominee or successor.

          "Equity Interests" of any Person means (1) any and all shares or other
equity interests (including Common Stock, preferred stock, limited liability
company interests and partnership interests) in such Person and (2) all rights
to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) such
shares or other interests in such Person.

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

          "Exchange Notes" has the meaning provided in the Registration Rights
Agreement.

<PAGE>

                                      -11-

          "Fair Market Value" means, with respect to any asset, the price (after
taking into account any liabilities relating to such assets) that would be
negotiated in an arm's-length transaction for cash between a willing seller and
a willing and able buyer, neither of which is under any compulsion to complete
the transaction, as such price is determined in good faith by the Board of
Directors of the Issuer or a duly authorized committee thereof, as evidenced by
a resolution of such Board or committee.

          "First Preferred Shares" means the Issuer's 6,000,000 Cdn$25.00
original liquidation value, first preferred shares Series 1 issued and
outstanding on the date hereof.

          "GAAP" means generally accepted accounting principles in Canada, as in
effect from time to time.

          "guarantee" means a direct or indirect guarantee by any Person of any
Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) 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 (2) 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). "guarantee," when used as a verb, and "guaranteed" have correlative
meanings.

          "General Scrap Facilities" means one or more debt facilities of
General Scrap Partnership or any of its Subsidiaries, including any notes,
guarantees, collateral and security documents, instruments and agreements
executed in connection therewith (including Hedging Obligations related to the
Indebtedness incurred thereunder), and in each case as amended or refinanced
from time to time, including any agreement or agreements extending the maturity
of, refinancing, replacing or otherwise restructuring (including increasing the
amount of borrowings or other Indebtedness outstanding or available to be
borrowed thereunder) all or any portion of the Indebtedness under such agreement
or agreements, and any successor or replacement agreement or agreements with the
same or any other agents, creditor, lender or group of creditors or lenders.

          "Guarantors" means each Restricted Subsidiary of the Issuer that has
been a borrower under or has executed a guarantee of Indebtedness under the
Credit Agreement, and each other Person that is required to become a Guarantor
by the terms of this Indenture after the Issue Date, in each case, until such
Person is released from its Note Guarantee.

          "Hedging Obligations" of any Person means the obligations of such
Person pursuant to (1) any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement, (2) foreign exchange
contracts, currency swap agreements or other

<PAGE>

                                      -12-

similar agreement or arrangement, or (3) any forward contract, commodity swap
agreement, commodity option agreement or other similar agreement or arrangement.

          "Holder" means any registered holder, from time to time, of the Notes.

          "incur" means, with respect to any Indebtedness or Obligation, incur,
create, issue, assume, guarantee or otherwise become directly or, indirectly
liable, contingently or otherwise, with respect to such Indebtedness or
Obligation; provided that (1) the Indebtedness of a Person existing at the time
such Person became a Restricted Subsidiary shall be deemed to have been incurred
by such Restricted Subsidiary and (2) neither the accrual of interest nor the
accretion of original issue discount shall be deemed to be an incurrence of
Indebtedness.

          "Indebtedness" of any Person at any date means, without duplication:

          (1) all liabilities, contingent or otherwise, of such Person for
     borrowed money (whether or not the recourse of the lender is to the whole
     of the assets of such Person or only to a portion thereof);

          (2) all obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

          (3) all obligations of such Person in respect of letters of credit or
     other similar instruments (or reimbursement obligations with respect
     thereto);

          (4) all obligations of such Person to pay the deferred and unpaid
     purchase price of assets;

          (5) the maximum fixed redemption or repurchase price of all
     Disqualified Equity Interests of such Person;

          (6) all Capitalized Lease Obligations of such Person;

          (7) all Indebtedness of others secured by a Lien on any asset of such
     Person, whether or not such Indebtedness is assumed by such Person;

          (8) all Indebtedness of others guaranteed by such Person to the extent
     of such guarantee; provided that Indebtedness of the Issuer or its
     Subsidiaries that is guaranteed by the Issuer or the Issuer's Subsidiaries
     shall only be counted once in the calculation of the amount of Indebtedness
     of the Issuer and its Subsidiaries on a consolidated basis;

          (9) all Attributable Indebtedness;

          (10) all Hedging Obligations of such Person; and

<PAGE>

                                      -13-

          (11) all obligations of such Person under conditional sale or other
     title retention agreements relating to assets purchased by such Person.

          For the avoidance of doubt, "Indebtedness" of any Person shall not
     include:

               (i) current trade payables incurred in the ordinary course of
          business and payable in accordance with customary practices;

               (ii) deferred tax obligations;

               (iii) minority interest;

               (iv) uncapitalized interest;

               (v) non-interest bearing installment obligations and accrued
          liabilities incurred in the ordinary course of business; and

               (vi) obligations of the Issuer or any Restricted Subsidiary
          pursuant to contracts for, or options, puts or similar arrangements
          relating to, the purchase of raw materials or the sale of inventory at
          a time in the future entered into in the ordinary course of business.

          Any Indebtedness which is incurred at a discount to the principal
amount at maturity thereof shall be deemed to have been incurred at the
discounted principal amount at maturity thereof based on the implied rate in the
transaction. 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, the maximum liability of such Person for any such contingent obligations
at such date and, in the case of clause (7), the lesser of (a) the Fair Market
Value of any asset subject to a Lien securing the Indebtedness of others on the
date that the Lien attaches and (b) the amount of the Indebtedness secured. For
purposes of clause (5), the "maximum fixed redemption or repurchase price" of
any Disqualified Equity Interests that do not have a fixed redemption or
repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed or repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to this Indenture.

          "Indenture" means this Indenture as amended, restated or supplemented
from time to time.

          "Independent Director" means a director of the Issuer who

          (1) has no financial interest in the transaction at issue;

          (2) does not have any material financial interest in the Issuer or any
     of its Affiliates (other than as a result of holding securities of the
     Issuer); and

<PAGE>

                                      -14-

          (3) has not and whose Affiliates have not, at any time during the
     twelve months prior to the taking of any action hereunder, received, or
     entered into any understanding or agreement to receive, any compensation,
     payment or other benefit from the Issuer or any of its Affiliates, other
     than directors' fees for serving on the Board of Directors of the Issuer or
     any Affiliate and reimbursement of out-of-pocket expenses for attendance at
     the Issuer's or Affiliate's board and board committee meetings.

          "Independent Financial Advisor" means an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Issuer's Board of Directors, qualified to perform the
task for which it has been engaged and disinterested and independent with
respect to the Issuer and its Affiliates.

          "Initial Purchasers" means UBS Securities LLC, RBC Dominion Securities
Corporation, ABN AMRO Incorporated, CIBC World Markets Corp., TD Securities
(USA) Inc. and Wells Fargo Securities, LLC.

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

          "interest" means, with respect to the Notes, interest and Additional
Interest, if any, on the Notes.

          "Interest Payment Date" means each semiannual interest payment date on
June 1 and December 1 of each year, commencing December 1, 2003.

          "Investment Grade" designates a rating of BBB- or higher by S&P, Baa3
or higher by Moody's or BBB(low) by DBRS or the equivalent of such ratings by
S&P, Moody's or DBRS. In the event that the Issuer shall select any other Rating
Agency, the equivalent of such ratings by such Rating Agency shall be used.

          "Investments" of any Person means:

          (1) all direct or indirect investments by such Person in any other
     Person in the form of loans, advances or capital contributions or other
     credit extensions constituting Indebtedness of such other Person, and any
     guarantee of Indebtedness of any other Person;

          (2) all purchases (or other acquisitions for consideration) by such
     Person of Indebtedness, Equity Interests or other securities of any other
     Person;

          (3) all other items that would be classified as investments (including
     purchases of assets outside the ordinary course of business) on a balance
     sheet of such Person prepared in accordance with GAAP; and

<PAGE>

                                      -15-

          (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any
Investment (other than an Investment made in cash) shall be the Fair Market
Value thereof on the date such Investment is made. The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.19. If the Issuer or any Subsidiary sells or otherwise disposes
of any Equity Interests of any direct or indirect Subsidiary such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary, the Issuer shall be deemed to have made an Investment on the date of
any such sale or other disposition equal to the Fair Market Value of the Equity
Interests of and all other Investments in such Subsidiary not sold or disposed
of, which amount shall be determined by the Board of Directors. The acquisition
by the Issuer or any Restricted Subsidiary of a Person that holds an Investment
in a third Person shall be deemed to be an Investment by the Issuer or such
Restricted Subsidiary in the third Person in an amount equal to the Fair Market
Value of the Investment held by the acquired Person in the third Person.
Notwithstanding the foregoing, purchases or redemptions of Equity Interests or
debt instruments of the Issuer or any wholly-owned Subsidiary shall be deemed
not to be Investments.

          "Issue Date" means June 18, 2003.

          "Legend Applicable to Canadian Holders" means a legend set forth in
Exhibit G.

          "Lien" means, with respect to any asset, any mortgage, deed of trust,
lien (statutory or other), pledge, lease, easement, restriction, covenant,
charge, security interest or other encumbrance of any kind or nature in respect
of such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention
agreement, and any lease in the nature thereof, any option or other agreement to
sell, and any filing of, or agreement to give, any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than
cautionary filings in respect of operating leases).

          "Maturity Date" means June 1, 2013.

          "Montpelier Sale and Leaseback Obligations" means the obligations of
IPSCO Steel Inc. to make payments pursuant to the Equipment Lease, dated as of
October 13, 2000 between State Street Bank and Trust Company of Connecticut,
National Association (in its capacity as trustee under IPSCO Statutory Trust No.
2000-1), as lessor, IPSCO Steel Inc., as lessee, as in effect on the Issue Date
and as amended after the Issue Date in any manner that does not materially
increase the obligations thereunder.

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

          "Net Available Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents, net of

<PAGE>

                                      -16-

          (1) brokerage commissions and other fees and expenses (including fees
     and expenses of legal counsel, accountants and investment banks) of such
     Asset Sale;

          (2) provisions for taxes payable as a result of such Asset Sale (after
     taking into account any available tax credits or deductions and any tax
     sharing arrangements);

          (3) amounts required to be paid to any Person (other than the Issuer
     or any Restricted Subsidiary) owning a beneficial interest in the assets
     subject to the Asset Sale or having a Lien thereon;

          (4) payments of unassumed liabilities (not constituting Indebtedness)
     relating to the assets sold at the time of, or within 30 days after the
     date of, such Asset Sale; and

          (5) appropriate amounts to be provided by the Issuer or any Restricted
     Subsidiary, as the case may be, as a reserve required in accordance with
     GAAP against any liabilities associated with such Asset Sale and retained
     by the Issuer or any Restricted Subsidiary, as the case may be, after such
     Asset Sale, including pensions and other postemployment benefit
     liabilities, liabilities related to environmental matters and liabilities
     under any indemnification obligations associated with such Asset Sale, all
     as reflected in an Officers' Certificate delivered to the Trustee;
     provided, however, that any amounts remaining after adjustments,
     revaluations or liquidations of such reserves shall constitute Net
     Available Proceeds;

provided, that the term "Net Available Proceeds" shall not include the proceeds
of any Asset Sale entered into during any Suspension Period.

          "Non-Recourse Indebtedness" means Indebtedness of an Unrestricted
Subsidiary:

          (1) as to which neither the Issuer nor any Restricted Subsidiary (a)
     provides credit support of any kind (including any undertaking, agreement
     or instrument that would constitute Indebtedness), (b) is directly or
     indirectly liable as a guarantor or otherwise, or (c) constitutes the
     lender;

          (2) no default with respect to which (including any rights that the
     holders thereof may have to take enforcement action against an Unrestricted
     Subsidiary) would permit upon notice, lapse of time or both any holder of
     any other Indebtedness (other than the Notes) of the Issuer or any
     Restricted Subsidiary to declare a default on such other Indebtedness or
     cause the payment thereof to be accelerated or payable prior to its stated
     maturity; and

          (3) as to which the lenders have been notified in writing that they
     shall not have any recourse to the Equity Interests or assets of the Issuer
     or any Restricted Subsidiary.

<PAGE>

                                      -17-

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

          "Note Guarantee" means a guarantee of the Notes by a Guarantor.

          "Notes" means the 8 3/4% Senior Notes due 2013 issued by the Issuer,
including, without limitation, the Original Notes, Additional Notes, if any, the
Private Exchange Notes, if any, and the Exchange Notes, constituting a single
class of securities, as amended or supplemented from time to time in accordance
with the terms hereof, that are issued pursuant to this Indenture.

          "Obligation" means any principal, interest, penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

          "Offering" means the offering pursuant to the Offering Memorandum of
the Notes to be issued on the Issue Date.

          "Offering Memorandum" means the Offering Memorandum dated June 13,
2003 pursuant to which the Notes issued on the Issue Date were offered.

          "Officer" means any of the following of the Issuer: the Chairman of
the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, any Vice President, the Treasurer or the Secretary.

          "Officers' Certificate" means a certificate signed by two Officers.

          "Opinion of Counsel" means a written opinion reasonably satisfactory
in form and substance to the Trustee from legal counsel, which counsel is
reasonably acceptable to the Trustee, including the matters required by Section
11.05 and delivered to the Trustee.

          "Original Notes" means $200.0 million of Notes issued on the Issue
Date.

          "Pari Passu Indebtedness" means any Indebtedness of the Issuer or any
Guarantor that ranks pari passu as to payment with the Notes or the Note
Guarantees, as applicable.

          "Permitted Business" means the businesses engaged in by the Issuer and
its Subsidiaries on the Issue Date as described in the Offering Memorandum and
businesses that are reasonably related thereto or constitute reasonable
extensions thereof.

          "Permitted Investment" means:

          (1) Investments by the Issuer or any Restricted Subsidiary in (a) any
     Restricted Subsidiary or (b) in any Person that is or shall become
     immediately after such

<PAGE>

                                      -18-

     Investment a Restricted Subsidiary or that shall merge, amalgamate or
     consolidate with or into the Issuer or a Restricted Subsidiary;

          (2) Investments in the Issuer by any Restricted Subsidiary;

          (3) loans and advances to directors, employees and officers of the
     Issuer and the Restricted Subsidiaries for bona fide business purposes not
     in excess of $5.0 million at any one time outstanding;

          (4) Hedging Obligations incurred pursuant to clause (4) of the second
     paragraph of Section 4.06;

          (5) Cash Equivalents;

          (6) receivables owing to the Issuer or any Restricted Subsidiary if
     created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided, however,
     that such trade terms may include such concessionary trade terms as the
     Issuer or any such Restricted Subsidiary deems reasonable under the
     circumstances;

          (7) Investments in securities of trade creditors or customers received
     pursuant to any plan of compromise, arrangement or reorganization or
     similar arrangement upon the bankruptcy or insolvency of such trade
     creditors or customers;

          (8) Investments made by the Issuer or any Restricted Subsidiary as a
     result of consideration received in connection with an Asset Sale made in
     compliance with Section 4.10;

          (9) lease, utility and other similar deposits in the ordinary course
     of business;

          (10) Investments made by the Issuer or a Restricted Subsidiary for
     consideration consisting only of Qualified Equity Interests of the Issuer;

          (11) stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to the Issuer or any
     Restricted Subsidiary or in satisfaction of judgments;

          (12) Investments in joint ventures in an aggregate amount not to
     exceed $35.0 million at any one time outstanding;

          (13) any Investment by the Issuer or a Restricted Subsidiary of the
     Issuer in a Securitization Entity; provided that such Investment is in the
     form of a Purchase Money Note or an equity interest or interests in
     accounts receivable generated by the Issuer or any of its Restricted
     Subsidiaries; and

<PAGE>

                                      -19-

          (14) Investments in an aggregate amount not to exceed $30.0 million at
     any one time outstanding (with each Investment being valued as of the date
     made and without regard to subsequent changes in value).

          The amount of Investments outstanding at any time shall be deemed to
     be reduced:

               (a) upon the disposition or repayment of or return on any
          Investment, by an amount equal to the return of capital with respect
          to such Investment to the Issuer or any Restricted Subsidiary (to the
          extent not included in the computation of Consolidated Net Income),
          less the cost of the disposition of such Investment and net of taxes;
          and

               (b) upon a Redesignation of an Unrestricted Subsidiary as a
          Restricted Subsidiary, by an amount equal to the lesser of (x) the
          Fair Market Value of the Issuer's proportionate interest in such
          Subsidiary immediately following such Redesignation, and (y) the
          aggregate amount of Investments in such Subsidiary that increased (and
          did not previously decrease) the amount of Investments outstanding.

          "Permitted Liens" means the following types of Liens:

          (1) Liens for taxes, assessments or governmental charges or claims
     either (a) not delinquent or (b) contested in good faith by appropriate
     proceedings and as to which the Issuer or the Restricted Subsidiaries shall
     have set aside on its books such reserves as may be required pursuant to
     GAAP;

          (2) Liens imposed by law that are incurred in the ordinary course of
     business and do not secure Indebtedness for borrowed money, such as
     carriers', warehousemen's, mechanics', landlords', materialmen's,
     employees', laborers', employers', suppliers', banks', repairmen's and
     other like Liens;

          (3) Liens incurred or deposits made in connection with workers'
     compensation, unemployment insurance and other types of social security, or
     to secure the performance of tenders, statutory obligations, surety and
     appeal bonds, bids, leases, government contracts, performance and
     return-of-money bonds and other similar obligations (exclusive of
     obligations for the payment of borrowed money);

          (4) Liens upon specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances issued or created for the account of such Person to facilitate
     the purchase, shipment or storage of such inventory or other goods;

<PAGE>

                                      -20-

          (5) judgment Liens not giving rise to a Default so long as any
     appropriate legal proceedings which may have been duly initiated for the
     review of such judgment have not been finally terminated or the period
     within which the proceedings may be initiated has not expired;

          (6) easements, rights-of-way, zoning restrictions and other similar
     charges, restrictions or encumbrances in respect of real property or
     immaterial imperfections of title which do not, in the aggregate, impair in
     any material respect the ordinary conduct of the business of the Issuer and
     the Restricted Subsidiaries taken as a whole;

          (7) Liens securing reimbursement obligations with respect to
     commercial letters of credit which encumber documents and other assets
     relating to such letters of credit and products and proceeds thereof;

          (8) Liens encumbering deposits made to secure obligations arising from
     statutory, regulatory, contractual or warranty requirements of the Issuer
     or any Restricted Subsidiary, including rights of offset and setoff;

          (9) bankers' Liens, rights of setoff and other similar Liens existing
     solely with respect to cash and Cash Equivalents on deposit in one or more
     of accounts maintained by the Issuer or any Restricted Subsidiary, in each
     case granted in the ordinary course of business in favor of the bank or
     banks with which such accounts are maintained, securing amounts owing to
     such bank with respect to cash management and operating account
     arrangements, including those involving pooled accounts and netting
     arrangements; provided that in no case shall any such Liens secure (either
     directly or indirectly) the repayment of any Indebtedness;

          (10) leases or subleases granted to others that do not materially
     interfere with the ordinary course of business of the Issuer or any
     Restricted Subsidiary;

          (11) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (12) Liens securing all of the Notes and Liens securing any Note
     Guarantee;

          (13) Liens existing on the Issue Date securing Indebtedness
     outstanding on the Issue Date;

          (14) Liens in favor of the Issuer or any Restricted Subsidiary;

          (15) Liens on accounts receivables, inventory, books, records,
     supporting obligations and contracts and other rights related thereto
     securing Indebtedness under the Credit Agreement;

<PAGE>

                                      -21-

          (16) Liens securing Purchase Money Indebtedness and Liens securing
     Capitalized Lease Obligations to the extent such Liens do not extend to any
     property or assets other than the property or assets acquired after the
     Issue Date;

          (17) Liens securing Acquired Indebtedness permitted to be incurred
     under this Indenture; provided that the Liens do not extend to assets not
     subject to such Lien at the time of acquisition (other than improvements
     thereon) and are no more favorable to the lienholders than those securing
     such Acquired Indebtedness prior to the incurrence of such Acquired
     Indebtedness by the Issuer or a Restricted Subsidiary;

          (18) Liens on assets of a Person existing at the time such Person is
     acquired or merged with or into or consolidated with the Issuer or any such
     Restricted Subsidiary (and not created in anticipation or contemplation
     thereof);

          (19) Liens to secure Refinancing Indebtedness of Indebtedness secured
     by Liens referred to in this definition; provided that in each case such
     Liens do not extend to any additional assets (other than improvements
     thereon and replacements thereof);

          (20) Liens to secure Attributable Indebtedness (including, without
     limitation, Liens securing the Montpelier Sale and Leaseback Obligations)
     and/or that are incurred pursuant to Section 4.20; provided that any such
     Lien shall not extend to or cover any assets of the Issuer or any
     Restricted Subsidiary other than the assets which are the subject of the
     Sale and Leaseback Transaction in which the Attributable Indebtedness is
     incurred;

          (21) Liens existing on the Issue Date;

          (22) Liens on accounts receivable, inventory, books, records and
     supporting obligations, contracts and other rights related thereto and Cash
     Equivalents securing Hedging Obligations incurred in compliance with clause
     (4) of the second paragraph of Section 4.06;

          (23) pledges of or Liens on raw materials or on manufactured products
     as security for any drafts or bills of exchange drawn in connection with
     the importation of such raw materials or manufactured products;

          (24) Liens in favor of banks that arise under Article 4 of the UCC on
     items in collection and documents relating thereto and proceeds thereof and
     Liens arising under Section 2-711 of the Uniform Commercial Code;

          (25) Liens occurring solely by the filing of a Uniform Commercial Code
     statement, which filing has not been consented to by the Issuer or any
     Restricted Subsidiary;

<PAGE>

                                      -22-

          (26) any obligations or duties affecting any property of the Issuer or
     any Restricted Subsidiary to any municipality or public authority with
     respect to any franchise, grant, license or permit that do not materially
     impair the use of such property for the purposes for which it is held;

          (27) undetermined or inchoate Liens arising in the ordinary course of
     business which have not at such time been filed pursuant to Law against the
     Person or which relate to obligations not due or delinquent;

          (28) Liens affecting real property of the Person which are: (i) title
     defects, encroachments or irregularities of a minor nature; or (ii)
     restrictions, easements, rights-of-way, servitudes or other similar rights
     in land (including, without restriction, rights of way and servitudes for
     railways, sewers, drains, gas and oil pipelines, gas and water mains,
     electric light and power and telephone or telegraph or cable television
     conduits, poles, wires and cables) granted to or reserved by other Persons,
     and in each case to the extent that such Liens relate to real property that
     is material to the business of the Person, such Liens do not materially
     interfere with the use of such real property by the Person;

          (29) Liens affecting real property of the Person which are leasehold
     or license interests and relating to real property that is not otherwise
     required in the conduct of the business of such Person;

          (30) the right reserved to or vested in any governmental entity by any
     statutory provision, or by the terms of any lease, license, franchise,
     grant or permit of the Person, to terminate any such lease, license,
     franchise, grant or permit or to require annual or other payments as a
     condition to the continuance thereof;

          (31) any Liens resulting from security given to a public utility or
     governmental entity when required by such utility or governmental entity in
     connection with the operation of the business of such Person;

          (32) the reservation, limitations, provisions and conditions, if any,
     expressed in any original grants of real property from the Crown;

          (33) covenants restricting or prohibiting access to or from real
     property abutting on controlled access highways, which do not adversely
     impair in any material respect the use of the real property concerned in
     the operation of the business conducted on such real property;

          (34) Liens arising or that may be deemed to arise on accounts
     receivable, books, records and contracts, supporting obligations and other
     rights related thereto in favor of a Securitization Entity arising in
     connection with a Qualified Securitization Transaction; and

<PAGE>

                                      -23-

          (35) Liens incurred in the ordinary course of business of the Issuer
     or any Restricted Subsidiary with respect to obligations (other than
     Indebtedness) that do not in the aggregate exceed $10.0 million at any one
     time outstanding.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

          "Physical Notes" means certificated Notes in registered form in
substantially the form set forth in Exhibit A.

          "Plan of Liquidation" with respect to any Person, means a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to holders of Equity
Interests of such Person.

          "Preferred Stock" means, with respect to any Person, any and all
preferred or preference stock or other preferred or preference equity interests
(however designated) of such Person whether now outstanding or issued after the
Issue Date.

          "principal" means, with respect to the Notes, the principal of, and
premium, if any, on the Notes.

          "Private Exchange" has the meaning set forth in the Registration
Rights Agreement.

          "Private Exchange Notes" has the meaning set forth in the Registration
Rights Agreement.

          "Private Placement Legend" means a legend in the form set forth in
Exhibit B.

          "Purchase Money Indebtedness" means Indebtedness, including
Capitalized Lease Obligations, of the Issuer or any Restricted Subsidiary
incurred for the purpose of financing all or any part of the purchase price of
property, plant or equipment used in the business of the Issuer or any
Restricted Subsidiary or the cost of installation, construction or improvement
thereof; provided, however, that (1) the amount of such Indebtedness shall not
exceed such purchase price or cost plus the amount of fees and expenses
associated with such purchase and the financing thereof, (2) such Indebtedness
shall not be secured by any asset other than the specified asset being financed
or, in the case of real property or fixtures, including additions and
improvements, the real property to which such asset is attached and (3) such
Indebtedness shall

<PAGE>

                                      -24-

be incurred within 90 days after such acquisition of such asset by the Issuer or
such Restricted Subsidiary or such installation, construction or improvement.

          "Purchase Money Note" means a promissory note evidencing a line of
credit, which may be irrevocable, from, or evidencing other Indebtedness owed
to, the Issuer or any if 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 accounts
receivable.

          "Qualified Equity Interests" means Equity Interests of the Issuer
other than Disqualified Equity Interests; provided that such Equity Interests
shall not be deemed Qualified Equity Interests to the extent sold or owed to a
Subsidiary of the Issuer or financed, directly or indirectly, using funds (1)
borrowed from the Issuer or any Subsidiary of the Issuer until and to the extent
such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by
the Issuer or any Subsidiary of the Issuer (including, without limitation, in
respect of any employee stock ownership or benefit plan).

          "Qualified Equity Offering" means the issuance and sale of Qualified
Equity Interests of the Issuer to any Person who is not, prior to such issuance
and sale, an Affiliate of the Issuer.

          "Qualified Securitization Transaction" means any transaction or series
of transactions that may be entered into by the Issuer, any Restricted
Subsidiary or a Securitization Entity pursuant to which the Issuer or such
Restricted Subsidiary or that Securitization Entity may, pursuant to customary
terms, sell, convey or otherwise transfer to, or grant a security interest in
for the benefit of, (1) a Securitization Entity or the Issuer or any Restricted
Subsidiary which subsequently transfers to a Securitization Entity (in the case
of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other
Person (in the case of transfer by a Securitization Entity), any accounts
receivable (whether now existing or arising or acquired in the future) of the
Issuer or any Restricted Subsidiary which arose in the ordinary course of
business of the Issuer or such Restricted Subsidiary, and any assets related
thereto, including, books, records, and supporting obligations, contracts and
other rights relating thereto which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable; provided that the sum
(the "Outstanding Receivables Amount") of (i) the aggregate uncollected balances
of the receivables so transferred (the "Transferred Receivables") plus (ii) the
aggregate amount of all collections on Transferred Receivables theretofore
received by the seller but not yet remitted to the purchaser, in each case, at
the date of determination, would not exceed $212.0 million

          "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A promulgated under the Securities Act.

<PAGE>

                                      -25-

          "Rating Agencies" means:

          (a) S & P;

          (b) Moody's;

          (c) DBRS; or

          (d) if one or more of S&P, Moody's or DBRS shall not make a rating of
     the Notes publicly available, a nationally recognized securities rating
     agency or agencies, as the case may be, selected by the Issuer, which shall
     be substituted for S&P, Moody's or DBRS, as the case may be.

          "redeem" means to redeem, repurchase, purchase, defease, retire,
discharge or otherwise acquire or retire for value; and "redemption" shall have
a correlative meaning; provided that this definition shall not apply for
purposes of Section 3.07.

          "Redemption Date" when used with respect to any Note to be redeemed
means the date fixed for such redemption pursuant to the terms of the Notes.

          "Redesignation" has the meaning given to such term in Section 4.19.

          "refinance" means to refinance, repay, prepay, replace, renew or
refund.

          "Refinancing Indebtedness" means Indebtedness of the Issuer or a
Restricted Subsidiary issued in exchange for, or the net proceeds from the
issuance and sale or disbursement of which are used substantially concurrently
to redeem or refinance, in whole or in part, or constituting an amendment of,
any Indebtedness of the Issuer or any Restricted Subsidiary (the "Refinanced
Indebtedness") in an amount not in excess of the amount of the Refinanced
Indebtedness so repaid or amended plus costs and expenses associated therewith
(or, if such Refinancing Indebtedness refinances Indebtedness under a revolving
credit facility or other agreement providing a commitment for subsequent
borrowings, with a maximum commitment not to exceed the maximum commitment under
such revolving credit facility or other agreement); provided that:

          (1) the Refinancing Indebtedness is the obligation of the same Person
     as that of the Refinanced Indebtedness;

          (2) if the Refinanced Indebtedness was subordinated to or pari passu
     with the Notes or the Note Guarantees, as the case may be, then such
     Refinancing Indebtedness, by its terms, is expressly pari passu with (in
     the case of Refinanced Indebtedness that was pari passu with) or
     subordinate in right of payment to (in the case of Refinanced Indebtedness
     that was subordinated to) the Notes or the Note Guarantees, as the case may
     be;

<PAGE>

                                      -26-

          (3) the Refinancing Indebtedness is scheduled to mature either (a) no
     earlier than the Refinanced Indebtedness being repaid or amended or (b)
     after the maturity date of the Notes;

          (4) the portion, if any, of the Refinancing Indebtedness that is
     scheduled to mature on or prior to the maturity date of the Notes has a
     Weighted Average Life to Maturity at the time such Refinancing Indebtedness
     is incurred that is equal to or greater than the Weighted Average Life to
     Maturity of the portion of the Refinanced Indebtedness being repaid that is
     scheduled to mature on or prior to the maturity date of the Notes; and

          (5) the Refinancing Indebtedness is secured only to the extent, if at
     all, and by the assets, that the Refinanced Indebtedness being repaid or
     amended is secured.

          "Registration Rights Agreement" means the Registration Rights
Agreement dated June 18, 2003 among the Issuer, the Guarantors and the Initial
Purchasers, as amended from time to time.

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

          "Regulation S-X" means Regulation S-X promulgated under the Securities
Act.

          "Relevant Taxing Jurisdiction" means Canada or any other jurisdiction
in which the Issuer or any Guarantor is organized or resident for tax purposes
or conducts business, or from which or through which payment is made, or any
political subdivision thereof or therein.

          "Responsible Officer" when used with respect to the Trustee, means an
officer or assistant officer assigned to the corporate trust department of the
Trustee (or any successor group of the Trustee) with direct responsibility for
the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

          "Restricted Note" has the same meaning as "restricted security" set
forth in Rule 144(a)(3) promulgated under the Securities Act; provided, that the
Trustee shall be entitled to request and conclusively rely upon an Opinion of
Counsel with respect to whether any Note is a Restricted Note.

          "Restricted Payment" means any of the following:

          (1) the declaration or payment of any dividend or any other
     distribution on Equity Interests of the Issuer or any Restricted Subsidiary
     or any payment made to the direct or indirect holders (in their capacities
     a such) of Equity Interests of the Issuer or any Restricted Subsidiary,
     including, without limitation, any payment in connection with any merger or
     consolidation involving the Issuer but excluding (a) dividends or

<PAGE>

                                      -27-

     distributions payable solely in Qualified Equity Interests and (b) in the
     case of Restricted Subsidiaries, dividends or distributions payable to the
     Issuer or to a Restricted Subsidiary and pro rata dividends or
     distributions payable to minority stockholders of any Restricted
     Subsidiary;

          (2) the redemption of any Equity Interests of the Issuer or any
     Restricted Subsidiary, including, without limitation, any payment in
     connection with any merger or consolidation involving the Issuer but
     excluding any such Equity Interests held by the Issuer or any Restricted
     Subsidiary;

          (3) any Investment other than a Permitted Investment; or

          (4) any redemption prior to 91 days before the scheduled maturity or
     prior to 91 days before any scheduled repayment of principal or sinking
     fund payment, as the case may be, in respect of Subordinated Indebtedness.

          "Restricted Payments Basket" has the meaning given to such term in
Section 4.07.

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

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

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

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

          "Sale and Leaseback Transactions" means with respect to any Person an
arrangement with any bank, insurance company or other lender or investor or to
which such lender or investor is a party, providing for the leasing by such
Person of any asset of such Person which has been or is being sold or
transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security
of such asset.

          "SEC" means the U.S. Securities and Exchange Commission.

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

          "Securitization Entity" means any Unrestricted Subsidiary of the
Issuer or any other corporation, trust or entity that is exclusively engaged in
Qualified Securitization Transactions and activities relating directly thereto.

          "Significant Subsidiary" means (1) any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Regulation S-X promulgated
pursuant to the Securities Act

<PAGE>

                                      -28-

as such Regulation is in effect on the Issue Date and (2) any Restricted
Subsidiary that, when aggregated with all other Restricted Subsidiaries that are
not otherwise Significant Subsidiaries and as to which any event described in
clause (7) or (8) under Section 6.01 has occurred and is continuing, would
constitute a Significant Subsidiary under clause (1) of this definition.

          "Subordinated Indebtedness" means Indebtedness of the Issuer or any
Restricted Subsidiary that is subordinated in right of payment to the Notes or
the Note Guarantees, respectively.

          "Subsidiary" means, with respect to any Person:

          (1) any corporation, limited liability company, association or other
     business entity of which more than 50% of the total voting power of the
     Equity Interests entitled (without regard to the occurrence of any
     contingency) to vote in the election of the Board of Directors thereof are
     at the time owned or controlled, directly or indirectly, by such Person or
     one or more of the other Subsidiaries of that Person (or a combination
     thereof); and

          (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are such Person or of one or more
     Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, "Subsidiary" refers to a Subsidiary of the Issuer.

          "Suspension Period" means any period in which the Notes are rated
Investment Grade by all three Rating Agencies and no Default or Event of Default
has occurred and is continuing under this Indenture.

          "Tax" shall mean any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto).

          "Taxing Authority" shall mean any government or political subdivision
or territory or possession of any government or any authority or agency therein
or thereof having power to tax.

          "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended.

          "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

<PAGE>

                                      -29-

          "Unrestricted Subsidiary" means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Issuer in accordance with Section 4.19 and (2) any Subsidiary
of an Unrestricted Subsidiary.

          "U.S." and "United States" means the United States of America, its
territories and possessions, any state of the United States, and the District of
Columbia.

          "U.S. Government Obligations" means direct non-callable obligations
of, or obligations guaranteed by, the United States of America for the payment
of which guarantee or obligations the full faith and credit of the United States
is pledged.

          "Voting Stock" with respect to any Person, means securities of any
class of Equity Interests of such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock or other relevant
equity interest has voting power by reason of any contingency) to vote in the
election of members of the Board of Directors of such Person.

          "Weighted Average Life to Maturity" when applied to any Indebtedness
at any date, means the number of years obtained by dividing (1) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that shall elapse
between such date and the making of such payment by (2) the then outstanding
principal amount of such Indebtedness.

          "Wholly-Owned Restricted Subsidiary" means a Restricted Subsidiary of
which 100% of the Equity Interests (except for directors' qualifying shares or
certain minority interests owned by other Persons solely due to local law
requirements that there be more than one stockholder, but which interest is not
in excess of what is required for such purpose) are owned directly by the Issuer
or through one or more Wholly-Owned Restricted Subsidiaries.

     SECTION 1.02 Other Definitions.

          The definitions of the following terms may be found in the sections
indicated as follows:

                           Term                               Defined in Section
                           ----                               ------------------
"actual knowledge".........................................        7.02
"Additional Amounts".......................................        4.16
"Affiliate Transaction"....................................        4.09
"Change of Control Offer"..................................        4.15(a)
"Change of Control Payment Date"...........................        4.15(b)
"Change of Control Purchase Price".........................        4.15(a)
"Clearstream"..............................................        2.16(a)

<PAGE>

                                      -30-

                           Term                               Defined in Section
                           ----                               ------------------
"Covenant Defeasance"......................................        9.03
"DTC Agent Members"........................................        2.16(a)
"Euroclear"................................................        2.16(a)
"Events of Default"........................................        6.01
"Excess Proceeds"..........................................        4.10
"Global Notes".............................................        2.16(a)
"Legal Defeasance".........................................        9.02
"Judgment Currency"........................................       11.16
"Net Proceeds Deficiency"..................................        4.10
"Net Proceeds Offer".......................................        4.10
"Offered Price"............................................        4.10
"Other Notes"..............................................        2.02
"Outstanding Receivables Amount"...........................        1.01
"Pari Pasu Indebtedness Price".............................        4.10
"Paying Agent".............................................        2.04
"Payment Amount"...........................................        4.10
"Permitted Indebtedness"...................................        4.06
"Refinanced Indebtedness"..................................        1.01
"Register".................................................        2.04
"Registrar"................................................        2.04
"Regulation S Global Note".................................        2.16(a)
"Regulation S Notes".......................................        2.02
"Restricted Global Note"...................................        2.16(a)
"Restricted Period"........................................        2.16(f)
"Rule 144A Notes"..........................................        2.02
"Successor"................................................        5.01
"Transaction Date".........................................        1.01
"Transferred Receivables"..................................        1.01

     SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. All terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by a rule of the
SEC and not otherwise defined herein have the meanings therein assigned to them.

<PAGE>

                                      -31-

     SECTION 1.04 Rules of Construction.

          Unless the context otherwise requires:

          (a) a term has the meaning assigned to it herein, whether defined
     expressly or by reference;

          (b) "or" is not exclusive;

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

          (d) words used herein implying any gender shall apply to all genders;

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

          (f) unless otherwise specified herein, all accounting terms used
     herein shall be interpreted, all accounting determinations hereunder shall
     be made, and all financial statements required to be delivered hereunder
     shall be prepared in accordance with the definition of GAAP set forth in
     Section 1.01;

          (g) "Dollars," "United States Dollars" and "$" each refer to United
     States Dollars, or such other money of the United States that at the time
     of payment is legal tender for payment of public and private debts; and
     "Cdn $" refers to Canadian Dollars, or such other money of Canada that at
     the time of payment is legal tender for payment of public and private
     debts; and

          (h) whenever in this Indenture there is mentioned, in any context,
     principal, interest or any other amount payable under or with respect to
     any Note, such mention shall be deemed to include mention of the payment of
     Additional Interest to the extent that, in such context, Additional
     Interest is, was or would be payable in respect thereof.

                                   ARTICLE TWO

                                    THE NOTES

     SECTION 2.01 Amount of Notes.

          The Trustee shall authenticate Original Notes for original issue on
the Issue Date in the aggregate principal amount of $200,000,000 upon receipt of
a written order of the Issuer in the form of an Officers' Certificate of the
Issuer. In addition, the Trustee or an authenticating agent shall, upon receipt
of a written order of the Issuer in the form of an Officer's Certificate of the
Issuer, authenticate Additional Notes in accordance with Section 2.19; provided
that the Trustee shall be entitled to receive an Officers' Certificate and an
Opinion of Counsel of the

<PAGE>

                                      -32-

Issuer in connection with the authentication of such Additional Notes. Such
written order shall specify the amount of Notes to be authenticated and the date
on which such Notes are to be authenticated and, in the case of an issuance of
Additional Notes pursuant to Section 2.19, such Officer's Certificate of the
Issuer shall certify that such issuance shall not be prohibited by Section 4.06.

          Upon receipt of a Company Request and an Officers' Certificate of the
Issuer certifying that a registration statement relating to an exchange offer
specified in the Registration Rights Agreement is effective under the Securities
Act and that the conditions precedent to a Private Exchange thereunder have been
met, the Trustee shall authenticate an additional series of Notes in an
aggregate principal amount not to exceed $200,000,000 for issuance in exchange
for the Notes tendered for exchange pursuant to such exchange offer registered
under the Securities Act or pursuant to a Private Exchange. Exchange Notes or
Private Exchange Notes may have such distinctive series designations and such
changes in the form thereof as are specified in the Company Request referred to
in the preceding sentence.

     SECTION 2.02 Form and Dating.

          The Notes and the Trustee's certificate of authentication with respect
thereto shall be substantially in the form set forth in Exhibit A, which is
incorporated in and forms a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, rule or usage to which the
Issuer is subject. Without limiting the generality of the foregoing, Notes
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
("Rule 144A Notes") shall bear the Private Placement Legend and include the form
of assignment set forth in Exhibit B, Notes offered and sold in offshore
transactions in reliance on Regulation S ("Regulation S Notes") shall bear the
Private Placement Legend and include the form of assignment set forth in Exhibit
B and Notes distributed in Canada, if any, shall bear the Legend Applicable to
Canadian Holders set forth in Exhibit G. Notes transferred pursuant to Section
2.17(a) ("Other Notes") shall be represented by a Physical Note bearing the
Private Placement Legend. Each Note shall be dated the date of its
authentication. The Notes shall be issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.

          Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, Exchange Notes issued by the Issuer shall be
substantially in the form set forth in Exhibit A (but shall not contain
paragraph 11 thereof). Exchange Notes issued to Holders in Canada shall bear the
Legend Applicable to Canadian Holders set forth in Exhibit G.

          The terms and provisions contained in the Notes shall constitute, and
are expressly made, a part of this Indenture and, to the extent applicable, the
Issuer, any Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and agree to be bound
thereby. However, to the extent any provision of the Notes conflicts with the
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

<PAGE>

                                      -33-

          The Notes may be presented for registration of transfer and exchange
at the offices of the Registrar.

     SECTION 2.03 Execution and Authentication.

          One Officer shall sign the Notes for the Issuer by manual or facsimile
signature.

          If an Officer whose signature is on a Note was an Officer at the time
of such execution but no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.

          At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Notes executed by the Issuer to the
Trustee for authentication, together with a Company Request for authentication
and delivery of such Notes, and the Trustee, in accordance with such Company
Request, shall authenticate and deliver such Notes.

          No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

          Upon prior notice to, and approval by (which approval shall not be
unreasonably withheld), the Issuer, the Trustee may appoint an authenticating
agent to authenticate the Notes. Unless otherwise provided in the appointment,
an authenticating agent may authenticate the Notes whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is
designated as an authenticating agent for purposes of this Indenture.

     SECTION 2.04 Registrar and Paying Agent.

          The Issuer shall maintain an office or agency (which shall be located
in the Borough of Manhattan in The City of New York, State of New York) where
Notes may be presented for registration of transfer or for exchange (the
"Registrar"), and 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 Issuer, if any, in respect of the Notes and this Indenture may be
served. The Registrar shall keep a register (the "Register") of the names and
address of the Holders and the Notes and of their transfer and exchange. The
Issuer may have one or more

<PAGE>

                                      -34-

additional Paying Agents. The term "Paying Agent" includes any additional Paying
Agent. The Issuer may change any Paying Agent or Registrar without notice to any
Holder. The Issuer or any of its Subsidiaries may act as Paying Agent or
Registrar.

          The Issuer shall enter into an appropriate agency agreement, which
shall incorporate applicable provisions of the TIA, with any Agent that is not a
party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Issuer shall notify the Trustee of the
name and address of any such Agent. If the Issuer fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

          The Issuer initially appoints the Trustee as Registrar, Paying Agent
and Agent for service of notices and demand (subject to Section 11.09) in
connection with the Notes and this Indenture.

     SECTION 2.05 Paying Agent To Hold Money in Trust.

          Each 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 or premium or interest on the Notes (whether such money has been paid to it
by the Issuer or any other obligor on the Notes or any Guarantor), and the
Issuer and the Paying Agent shall notify the Trustee in writing of any default
by the Issuer (or any other obligor on the Notes or any Guarantor) in making any
such payment. Money held in trust by the Paying Agent need not be segregated
except as required by law and in no event shall the Paying Agent be liable for
any interest on any money received by it hereunder. The Issuer at any time may
require the 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 Event of Default specified in clause (1) or (2) of Section 6.01 hereof,
upon written request to the Paying Agent, require such Paying Agent to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

     SECTION 2.06 Holder Lists.

          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
the Holders. Such list shall be in written form or any other form capable of
being converted into written form within a reasonable time. If the Trustee is
not the Registrar, the Issuer shall furnish to the Trustee at least five
Business Days before each Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders. The
Trustee may rely on the lists of Holders provided by the Issuer.

<PAGE>

                                      -35-

     SECTION 2.07 Transfer and Exchange.

          Subject to Sections 2.16 and 2.17, when Notes are presented to the
Registrar with a request from the Holder of such Notes to register a transfer or
to exchange them for an equal principal amount of Notes of other authorized
denominations, the Registrar shall register the transfer as requested. Every
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Registrar, duly executed by the Holder
thereof or its attorneys duly authorized in writing. To permit registrations of
transfers and exchanges, the Issuer shall issue and execute and the Trustee
shall authenticate new Notes evidencing such transfer or exchange at the
Registrar's request in accordance with Section 2.03 hereof. No service charge
shall be made to the Holder for any registration of transfer or exchange. The
Issuer may require from the Holder payment of a sum sufficient to cover any
transfer taxes or other governmental charge that may be imposed in relation to a
transfer or exchange, but this provision shall not apply to any exchange
pursuant to Section 2.11, 3.06, 4.10, 4.15 or 8.05 (in which events the Issuer
shall be responsible for the payment of such taxes). The Registrar shall not be
required to exchange or register a transfer of any Note for a period of 15 days
immediately preceding the mailing of notice of redemption of Notes to be
redeemed or of any Note selected, called or being called for redemption except
the unredeemed portion of any Note being redeemed in part.

          Any Holder of a Global Note shall, by acceptance of such Global Note,
agree that transfers of the 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 a
Global Note shall be required to be reflected in a book entry.

          Each Holder of a Note agrees to indemnify the Issuer and 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 U.S. federal or state securities laws or Canadian provincial
securities laws.

          Neither the Trustee nor the Registrar shall have any duty to monitor
the Issuer's compliance with or have any responsibility with respect to the
Issuer's compliance with any U.S. federal or state securities laws or Canadian
provincial securities laws.

     SECTION 2.08 Replacement Notes.

          If a mutilated Note is surrendered to the Registrar or the Trustee, or
if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a
replacement Note if (a) the Holder of such Note furnishes to the Issuer and the
Trustee evidence reasonably acceptable to them of the ownership and the
destruction, loss or theft of such Note and (b) the requirements of Section
8-405 of the New York Uniform Commercial Code (or applicable provision at the
time of such replacement) are met. If required by the Trustee or the Issuer, an
indemnity bond shall be posted, sufficient in the judgment of both to protect
the Issuer, any Guarantors, the Trustee or any Paying Agent from

<PAGE>

                                      -36-

any loss that any of them may suffer if such Note is replaced. The Issuer may
charge such Holder for the Issuer's reasonable out-of-pocket expenses in
replacing such Note and the Trustee may charge the Issuer for the Trustee's
expenses (including, without limitation, attorneys' fees and disbursements) in
replacing such Note. Every replacement Note shall constitute a contractual
obligation of the Issuer.

          In case any such mutilated, destroyed, lost or stolen Note has become,
or shall become within 30 days, due and payable, the Issuer in its discretion
may, instead of issuing a new Note, pay such Note.

     SECTION 2.09 Outstanding Notes.

          The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those cancelled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.01
and 9.02, on or after the date on which the conditions set forth in Section 9.01
or 9.02 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Issuer or one of its Affiliates holds the Note.

          If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Issuer.

          If the Paying Agent (other than the Issuer, a Subsidiary or an
Affiliate of any thereof) holds, in its capacity as such, on any Maturity Date
or on any optional redemption date, money sufficient to pay all accrued interest
and principal with respect to the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.

     SECTION 2.10 Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any declaration of acceleration or notice of default or
direction, waiver or consent or any amendment, modification or other change to
this Indenture, Notes owned by the Issuer or any Person directly or indirectly
controlling or controlled by or under common control with the Issuer shall be
disregarded as though they were not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent or any amendment, modification or other change to
this Indenture, only Notes as to which the Trustee has received an Officers'
Certificate of the Issuer stating that such Notes are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee established to the satisfaction of the Trustee the
pledgee's

<PAGE>

                                      -37-

right so to act with respect to the Notes and that the pledgee is not the
Issuer, a Guarantor, any other obligor on the Notes or any of their respective
Affiliates.

     SECTION 2.11 Temporary Notes.

          Until definitive Notes are prepared and ready for delivery, the Issuer
may prepare and the Trustee shall authenticate temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced in any
authorized denomination. Temporary Notes shall be substantially in the form of
definitive Notes but may have insertions, omissions, substitutions and other
variations that the Issuer considers appropriate for temporary Notes and that
the Issuer shall have identified to the Trustee in writing. Without unreasonable
delay, the Issuer shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes. Until such exchange, temporary Notes
shall be entitled to the same rights, benefits and privileges as definitive
Notes.

     SECTION 2.12 Cancellation.

          The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall destroy canceled Notes
and deliver a certificate of destruction thereof to the Issuer unless the Issuer
directs the Trustee in writing to deliver canceled Notes to the Issuer. The
Issuer may not reissue or resell, or issue new Notes to replace, Notes that the
Issuer has redeemed or paid, or that have been delivered to the Trustee for
cancellation.

     SECTION 2.13 Defaulted Interest.

          If the Issuer defaults on a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner, plus (to the extent permitted
by law) any interest payable on the defaulted interest, in accordance with
paragraph 1 of the Notes, to the Persons who are Holders on a subsequent special
record date, which date shall be at least five Business Days prior to the
payment date. The Issuer shall fix such special record date and payment date in
a manner satisfactory to the Trustee. At least 10 days before such special
record date, the Issuer shall mail to each Holder a notice that states the
special record date, the payment date and the amount of defaulted interest, and
interest payable on defaulted interest, if any, to be paid. The Issuer may make
payment of any defaulted interest in any other lawful manner not inconsistent
with the requirements (if applicable) of any securities exchange on which the
Notes may be listed and, upon such notice as may be required by such exchange,
if, after written notice given by the Issuer to the Trustee of the proposed
payment pursuant to this sentence, such manner of payment shall be deemed
practicable by the Trustee.

<PAGE>

                                      -38-

     SECTION 2.14 CUSIP Number.

          The Issuer in issuing the Notes may use one or more "CUSIP" or "ISIN"
numbers, and if so, each such CUSIP or ISIN number shall be included in notices
of redemption or exchange as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP or ISIN number printed in the notice or on the Notes, and
that reliance may be placed only on the other identification numbers printed on
the Notes. The Issuer shall promptly notify the Trustee of any such CUSIP or
ISIN number used by the Issuer in connection with the issuance of the Notes and
of any change in the CUSIP or ISIN number.

     SECTION 2.15 Deposit of Moneys.

          Prior to 10:00 a.m., New York City time, on each Interest Payment Date
and the Maturity Date, the Issuer shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments due on such
Interest Payment Date or the Maturity Date, as the case may be, in a timely
manner which permits the Trustee to remit payment to the Holders on such
Interest Payment Date or the Maturity Date, as the case may be. Except as
otherwise provided herein, the principal and interest on Global Notes shall be
payable to DTC or the nominee of DTC, as the case may be, as the sole registered
owner and the sole holder of the Global Notes represented thereby. The principal
and interest on Physical Notes shall be payable, either in person or by mail, at
the office of the Paying Agent.

     SECTION 2.16 Book-Entry Provisions for Global Notes.

          (a) Rule 144A Notes initially shall be represented by one or more
notes in registered, global form without interest coupons (collectively, the
"Restricted Global Note"). Regulation S Notes initially shall be represented by
one or more notes in registered, global form without interest coupons
(collectively, the "Regulation S Global Note," and, together with the Restricted
Global Note and any other global notes representing Notes, the "Global Notes").
The Global Notes shall each bear a legend as set forth in Exhibit C. The Global
Notes initially shall (i) be registered in the name of DTC or the nominee of
DTC, in each case, for credit to an account of DTC Agent Members (or, in the
case of the Regulation S Global Note, DTC Agent Members (as defined below)
holding for Euroclear System ("Euroclear") and Clearstream Banking Societe
Anonyme ("Clearstream")), (ii) be delivered to the Trustee as custodian for DTC
and (iii) in the case of the Restricted Global Notes or the Regulation S Global
Notes, bear legends as set forth in Exhibit B.

          Neither members of, nor direct or indirect participants in, DTC ("DTC
Agent Members") shall have any rights under this Indenture with respect to any
Global Note held on their behalf by DTC, or the Trustee as its custodian, or
under the Global Notes, and DTC may be treated by the Issuer, the Trustee and
any agent of the Issuer or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to

<PAGE>

                                      -39-

any written certification, proxy or other authorization furnished by DTC or
impair, as between DTC and DTC Agent Members, the operation of customary
practices governing the exercise of the rights of a Holder of any Note.

          (b) Transfers of Global Notes shall be limited to transfer of such
Global Notes in whole, but not in part, to DTC, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of DTC, Euroclear and Clearstream and the provisions of Section 2.17.
In addition, a Global Note shall be exchangeable for Physical Notes if (i) DTC
notifies the Issuer that it is unwilling or unable to continue as depository for
such Global Note and the Issuer thereupon fails to appoint a successor
depository within 90 days of such event, (ii) the Issuer, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of such Physical Notes, or (iii) there shall have occurred and be continuing an
Event of Default with respect to the Notes which has not been waived pursuant to
Section 6.04 of this Indenture. In all cases, Physical Notes delivered in
exchange for any Global Note or beneficial interests therein shall be registered
in the names, and issued in any approved denominations, requested by or on
behalf of DTC (in accordance with its customary procedures).

          (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners pursuant to clause
(b) of this Section 2.16, the Registrar shall (if one or more Physical Notes are
to be issued) 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 Issuer
shall execute, and the Trustee shall upon receipt of a written order from the
Issuer authenticate and make available for delivery, one or more Physical Notes
of like tenor and amount.

          (d) In connection with the transfer of any Global Note as an entirety
to beneficial owners pursuant to clause (b) of this Section 2.16, such Global
Note shall be deemed to be surrendered to the Trustee for cancellation, and the
Issuer shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by DTC in writing in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of Physical
Notes of authorized denominations.

          (e) Any Physical Note delivered in exchange for an interest in a
Global Note that is a Restricted Note pursuant to clause (b), (c) or (d) of this
Section 2.16 shall, except as otherwise provided by clause (c) of Section 2.17,
bear the Private Placement Legend unless the Issuer determines otherwise in
compliance with applicable law.

          (f) On or prior to the 40th day after the later of the commencement of
the Offering and the Issue Date (such period through and including such 40th
day, the "Restricted Period"), a beneficial interest in the Regulation S Global
Note may be held only through Euroclear or Clearstream, as indirect participants
in DTC, unless transferred to a Person who takes delivery in the form of an
interest in the Restricted Global Note only upon receipt by the Trustee and the
Issuer of a written certification from the transferor to the effect that such
transfer

<PAGE>

                                      -40-

is being made (i)(A) to a Person whom the transferor reasonably believes is a
Qualified Institutional Buyer in a transaction meeting the requirements of Rule
144A or (B) pursuant to another exemption from the registration requirements
under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable
securities laws of any state of the United States, the provinces of Canada or
any other jurisdiction.

          (g) Beneficial interests in the Restricted Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the Trustee (i) a
written certificate to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if
such transfer occurs prior to the expiration of the Restricted Period, the
interest transferred shall be held immediately thereafter through Euroclear or
Clearstream and (ii) at the option of the Trustee and the Issuer, an Opinion of
Counsel reasonably satisfactory to the Trustee and the Issuer to the effect that
such transfer is in accordance with Regulation S or Rule 144, as the case may
be.

          (h) Any beneficial interest in a Global Note that is transferred to a
Person who takes delivery in the form of an interest in another Global Note
shall, upon transfer, cease to be an interest in such Global Note and become an
interest in such other Global Note and, accordingly, shall thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interests in such other Global Note for as long as it remains such an interest.

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

     SECTION 2.17 Special Transfer Provisions.

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

          (i) the Registrar shall register the transfer of any Note, whether or
     not such Note bears the Private Placement Legend, if (A) the requested
     transfer is after the time period referred to in Rule 144(k) under the
     Securities Act, or such other date as such Note shall be freely
     transferable under Rule 144 as certified in an Officers' Certificate or (B)
     (1) in the case of a transfer to an Institutional Accredited Investor
     which is not a QIB (excluding Non-U.S. Persons), the proposed transferee
     has delivered to the Registrar and the Issuer a certificate substantially
     in the form of Exhibit D hereto and, at the request of the Registrar and
     the Issuer, an Opinion of Counsel reasonably satisfactory to the Registrar
     and the Issuer to the effect that such transfer is in accordance with the

<PAGE>

                                      -41-

     Securities Act or (2) in the case of a transfer to a Non-U.S. Person
     (including a QIB), the proposed transferor has delivered to the Registrar
     and the Issuer a certificate substantially in the form of Exhibit E hereto
     and, at the request of the Registrar and the Issuer, an Opinion of Counsel
     reasonably satisfactory to the Registrar or the Issuer to the effect that
     such transfer is in accordance with the Securities Act and any applicable
     securities laws of the Provinces of Canada; provided that in the case of
     any transfer of a Note bearing the Private Placement Legend for a Note not
     bearing the Private Placement Legend, the Registrar has received an
     Officers' Certificate authorizing such transfer and, at the request of the
     Registrar and the Issuer, the proposed transferor shall deliver an Opinion
     of Counsel reasonably satisfactory to the Registrar and the Issuer to the
     effect that such transfer is in accordance with the Securities Act; and

          (ii) if the proposed transferor is a DTC Agent Member holding a
     beneficial interest in the Restricted Global Note, and the proposed
     transferee is either a Non-U.S. Person who is receiving a beneficial
     interest in the Regulation S Global Note or any Person who requests
     delivery in the form of Physical Notes, upon receipt by the Registrar of
     (A) the documents, if any, required by clause (a)(i) of this Section 2.17
     and (B) instructions given in accordance with DTC's (and Euroclear's or
     Clearstream's, if applicable) and the Registrar's procedures, whereupon (C)
     the Registrar shall reflect on its books and records the date and a
     decrease in the principal amount of the Restricted Global Note in an amount
     equal to the principal amount of the beneficial interest in the Restricted
     Global Note to be transferred, and (D) (I) with respect to transfers to a
     Non-U.S. Person receiving a beneficial interest in the Regulation S Global
     Note, the Registrar shall reflect on its books and records the date and an
     increase in the principal amount of the Regulation S Global Note in an
     amount equal to the principal amount of the beneficial interest in the
     Restricted Global Note transferred or (II) with respect to a Person who
     requests delivery in the form of Physical Notes, the Issuer shall execute
     and the Trustee shall authenticate and make available for delivery one or
     more Physical Notes of like tenor and amount.

          (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed registration of transfer of a
Restricted Note to a QIB (excluding transfers to Non-U.S. Persons):

          (i) (A) if the Restricted Note consists of Physical Notes, the
     Registrar shall register the transfer if such transfer is being made by a
     proposed transferor who has checked the box provided for on such Holder's
     Note stating, or has otherwise advised the Issuer and the Registrar in
     writing, that the sale has been made in compliance with the provisions of
     Rule 144A to a transferee who has signed the certification provided on such
     Holder's Note stating, or has otherwise advised the Issuer and the
     Registrar in writing, that such transferee represents and warrants that it
     is purchasing the Note for its own account or an account with respect to
     which it exercises sole investment discretion and that it and any such
     account is a QIB within the meaning of Rule 144A, and is aware that

<PAGE>

                                      -42-

     the sale to it is being made in reliance on Rule 144A and acknowledges that
     it has received such information regarding the Issuer as it has requested
     pursuant to Rule 144A or has determined not to request such information and
     that it is aware that the transferor is relying upon its foregoing
     representations in order to claim the exemption from registration provided
     by Rule 144A, and (B) if the Restricted Note consists of an interest in the
     Restricted Global Note, unless otherwise provided in this Indenture, the
     transfer of such interest may only be effected through the book-entry
     system maintained by the Depository; and

          (ii) if the proposed transferee is a DTC Agent Member, and the Notes
     to be transferred consist of Physical Notes which after transfer are to be
     evidenced by an interest in the Restricted Global Note, upon receipt by the
     Registrar of instructions given in accordance with DTC's and the
     Registrar's procedures, the Registrar shall reflect on its books and
     records the date and an increase in the principal amount of the Restricted
     Global Note in an amount equal to the principal amount of the Physical
     Notes to be transferred, and the Trustee shall cancel the Physical Notes so
     transferred.

          (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) it has received the Officers' Certificate
required by paragraph (a)(i)(A) of this Section 2.17, (ii) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act.

          (d) Restrictions applicable to Canadian Holders. Upon the registration
of transfer, exchange or replacement of Notes bearing the Legend Applicable to
Canadian Holders, the Registrar shall deliver Notes that do not bear the Legend
Applicable to Canadian Holders if the transfer, exchange or replacement of Notes
occurs on a date that is on or after four months and a day after the issuance of
such Notes.

          (e) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such Note acknowledges and agrees to the
restrictions on transfer of such Note set forth in this Indenture and in the
Private Placement Legend and further agrees that it shall transfer such Note
only as provided in this Indenture. By its acceptance of any Note bearing the
Legend Applicable to Canadian Holders, each Holder to which such legend applies
acknowledges and agrees to the restrictions on transfer of such Note set forth
in this Indenture and in the Legend Applicable to Canadian Holders.

          (f) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of

<PAGE>

                                      -43-

Euroclear" and the "Management Regulations" and "Instructions to Participants"
of Clearstream shall be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by DTC Agent Members through Euroclear
or Clearstream.

          The Registrar shall retain for a period of three years, copies of all
letters, notices and other written communications received pursuant to Section
2.16 or this Section 2.17. The Issuer 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 notice to the Registrar.

     SECTION 2.18 Computation of Interest.

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

          For the purposes of the Interest Act (Canada) where any interest
payable hereunder or under the Notes is expressed to be computed on the basis of
a 360-day year of twelve 30-day months, the annual rate of interest to which
such stated rate is equivalent is calculable by determining, on the following
basis for the relevant period, the amount of interest accruing during such
period and expressing such amount as a percentage of the outstanding principal
multiplied by the number of days in such period and divided by the number of
days in the year (being 365 or 366, as the case may be)

          (a) for any complete calendar month in respect of which such rate is
     applicable, the stated rate

               (i) multiplied by the actual number of days in the year in which
          such month falls and divided by the actual number of days in the
          month, and

               (ii) multiplied by 30 and divided by 360, and

          (b) for any part of a calendar month in respect of which such rate is
     applicable, the stated rate multiplied by the actual number of days in any
     applicable year, being 365 or 366, as the case may be and divided by 360.

     SECTION 2.19 Issuance of Additional Notes.

          The Issuer shall be entitled to issue Additional Notes under this
Indenture which shall have substantially identical terms as the Original Notes,
other than with respect to the date of issuance, issue price, amount of interest
payable on the first payment date applicable thereto or upon a registration
default as provided under a registration rights agreement related thereto and
terms of optional redemption, if any (and, if such Additional Notes shall be
issued in the form of Exchange Notes, other than with respect to transfer
restrictions); provided that such issuance shall be made in compliance with
Section 4.06.

<PAGE>

                                      -44-

          With respect to any Additional Notes, the Issuer shall set forth in a
resolution of its Board of Directors (or a duly appointed committee thereof) and
in an Officers' Certificate, a copy of each of which shall be delivered to the
Trustee, the following information:

               (i) the aggregate principal amount of Notes outstanding
          immediately prior to the issuance of such Additional Notes;

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

               (iii) the issue price and the issue date of such Additional Notes
          and the amount of interest payable on the first payment date
          applicable thereto; and

               (iv) whether such Additional Notes shall be transfer restricted
          securities or shall be registered securities issued in the form of
          Exchange Notes.

                                  ARTICLE THREE

                                   REDEMPTION

     SECTION 3.01 Election To Redeem; Notices to Trustee.

          If the Issuer elects to redeem Notes pursuant to Section 3.07 or 3.08
of this Indenture, at least 45 days prior to the Redemption Date (unless a
shorter notice shall be agreed to in writing by the Trustee) but not more than
65 days before the Redemption Date, the Issuer shall notify the Trustee in
writing of the Redemption Date, the principal amount of Notes to be redeemed and
the redemption price, and deliver to the Trustee an Officers' Certificate
stating that such redemption shall comply with the conditions contained in
Section 3.07 or 3.08 of this Indenture. Notice given to the Trustee pursuant to
this Section 3.01 may not be revoked after the time that notice is given to
Holders pursuant to Section 3.03.

     SECTION 3.02 Selection by Trustee of Notes To Be Redeemed.

          In the event that fewer than all of the Notes are to be redeemed, the
Trustee shall select the Notes to be redeemed, if the Notes are listed on a
national securities exchange, in accordance with the rules of such exchange or,
if the Notes are not so listed, either on a pro rata basis, by lot or in such
other manner as the Trustee shall deem fair and appropriate; provided, however,
that if a partial redemption is made with the proceeds of a Qualified Equity
Offering, selection of the Notes or portions thereof for redemption shall be
made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as
is practicable (subject to DTC procedures), unless such method is otherwise
prohibited. The Trustee shall promptly notify the Issuer of the Notes selected
for redemption and, in the case of any Notes selected for partial redemption,
the principal amount thereof to be redeemed. The Trustee may select for
redemption portions of the principal of the Notes that have denominations larger
than $1,000. Notes and portions thereof

<PAGE>

                                      -45-

the Trustee selects shall be redeemed in amounts of $1,000 or whole multiples of
$1,000. For all purposes of this Indenture unless the context otherwise
requires, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

     SECTION 3.03 Notice of Redemption.

          At least 30 days, and no more than 60 days, before a Redemption Date,
the Issuer shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at his or her last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.04.

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

          (1) the Redemption Date;

          (2) the redemption price and the amount of premium, if any, and
     accrued and unpaid interest to be paid;

          (3) if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the Redemption
     Date and upon surrender of such Note, a new Note or Notes in principal
     amount equal to the unredeemed portion shall be issued;

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

          (5) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the redemption price;

          (6) that unless the Issuer defaults in making the redemption payment,
     interest on Notes called for redemption ceases to accrue on and after the
     Redemption Date;

          (7) the provision of this Indenture pursuant to which the Notes called
     for redemption are being redeemed;

          (8) the aggregate principal amount of Notes that are being redeemed;
     and

          (9) that no representation is made as to the correctness or accuracy
     of the CUSIP or ISIN number, if any, listed in such notice or printed on
     the Notes.

          At the Issuer's written request made at least two Business Days prior
to the date on which notice is to be given, the Trustee shall give the notice of
redemption in the Issuer's name and at the Issuer's sole expense; provided,
however, that the Issuer shall deliver to the Trustee at least 45 days prior to
the Redemption Date an Officers' Certificate requesting that the

<PAGE>

                                      -46-

Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

     SECTION 3.04 Effect of Notice of Redemption.

          Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the redemption price, including premium, if any, plus accrued and unpaid
interest to the Redemption Date. Upon surrender to the Paying Agent, such Notes
shall be paid at the redemption price, including premium, if any, plus accrued
and unpaid interest to the Redemption Date; provided that if the Redemption Date
is after a regular record date and on or prior to the Interest Payment Date, the
accrued interest shall be payable to the Holder of the redeemed Notes registered
on the relevant record date; provided, further, that if a Redemption Date is not
a Business Day, payment shall be made on the next succeeding Business Day and no
interest shall accrue for the period from such Redemption Date to such
succeeding Business Day.

     SECTION 3.05 Deposit of Redemption Price.

          On or prior to 10:00 A.M., New York City time, on each Redemption
Date, the Issuer shall deposit with the Paying Agent in immediately available
funds money sufficient to pay the redemption price of, including premium, if
any, and accrued and unpaid interest on all Notes to be redeemed on that date
other than Notes or portions thereof called for redemption on that date which
have been delivered by the Issuer to the Trustee for cancellation.

          On and after any Redemption Date, if money sufficient to pay the
redemption price of, including premium, if any, and accrued and unpaid interest
on Notes called for redemption shall have been deposited with the Paying Agent
in accordance with the preceding paragraph, the Notes called for redemption
shall cease to accrue interest and the only right of the Holders of such Notes
shall be to receive payment of the redemption price of, premium, if any, and,
subject to the first proviso in Section 3.04, accrued and unpaid interest on
such Notes to the Redemption Date. If any Note surrendered for redemption shall
not be so paid, interest shall be paid, from the Redemption Date until such
redemption payment is made, on the unpaid principal of the Note and any interest
not paid on such unpaid principal, in each case, at the rate and in the manner
provided in the Notes.

     SECTION 3.06 Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part, the Trustee shall
authenticate for the Holder thereof a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

<PAGE>

                                      -47-

     SECTION 3.07 Optional Redemption.

          The Issuer, at its option, may redeem the Notes, in whole at any time,
at any time, or in part from time to time, in each case, on or after June 1,
2008, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount thereof) set forth below,
together, in each case, with accrued and unpaid interest to the Redemption Date,
if redeemed during the 12 month period beginning on June 1 of each year listed
below:

Year                                                            Redemption Price
----                                                            ----------------
2008.........................................................       104.375%

2009.........................................................       102.916%

2010.........................................................       101.458%

2011 and thereafter..........................................       100.000%

          Notwithstanding the foregoing, the Issuer, at its option, may redeem
in the aggregate up to 35% of the aggregate principal amount of the Notes
originally issued at any time and from time to time prior to June 1, 2006 at a
redemption price equal to 108.75% of the aggregate principal amount so redeemed,
plus accrued and unpaid interest to the Redemption Date, out of the net cash
proceeds of one or more Qualified Equity Offerings; provided that (1) at least
65% of the aggregate principal amount of Notes originally issued remains
outstanding immediately after the occurrence of any such redemption and (2) that
any such redemption occurs within 180 days following the closing of any such
Qualified Equity Offering.

     SECTION 3.08 Tax Redemption.

          The Notes are redeemable, in whole but not in part, at the option of
the Issuer at any time, upon not less than 30 nor more than 60 calendar days'
prior written notice, mailed by first class mail to each Holder at its last
address appearing in the register maintained by the Registrar of Notes, at 100%
of the principal amount thereof, plus accrued and unpaid interest thereon to the
Redemption Date, if the Issuer is or would become obligated to pay, on the next
date on which any amount would be payable with respect to the Notes, any
Additional Amounts as a result of a change in, or amendment to, the laws (or any
regulations promulgated thereunder) of any Taxing Authority, or any changes in,
or amendment to, any official position regarding the application or
interpretation of such laws or regulations.

          Prior to the publication of any notice of redemption pursuant to this
provision, the Issuer shall deliver to the trustee (a) an Officers' Certificate
stating that the Issuer is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions

<PAGE>

                                      -48-

precedent to the right of the Issuer so to redeem have occurred and (b) an
opinion of legal counsel qualified under the laws of the relevant jurisdiction
to the effect that the Issuer or such Guarantor has or shall become obligated to
pay such Additional Amounts as a result of such amendment or change as described
above.

     SECTION 3.09 Purchase of Notes.

          The Issuer or any of its Subsidiaries shall have the right at any time
and from time to time to purchase Notes in the open market (which shall include
purchase from or through an investment dealer, investment bank or firm holding
membership in a stock exchange or the National Association of Securities
Dealers, Inc.) or by tender or by private contract or otherwise, at any price,
provided that the Issuer complies with any securities laws or regulations
applicable to any such purchase including, but not limited to Rule 14e-1 under
the Exchange Act.

                                  ARTICLE FOUR

                                    COVENANTS

     SECTION 4.01 Payment of Notes.

          The Issuer shall pay the principal of and interest (including all
Additional Interest) on the Notes on the dates and in the manner provided in the
Notes and this Indenture. An installment of principal or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent (if other
than the Issuer, a Subsidiary of the Issuer or any Guarantor) holds on that date
money designated for and sufficient to pay such installment.

          The Issuer shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
installments of interest, to the extent lawful, at the rate specified in the
Notes.

     SECTION 4.02 Reports to Holders.

          Whether or not required by the SEC, so long as any Notes are
outstanding, the Issuer shall furnish to the Trustee and, upon request to any
Holder, within the time periods specified in the SEC's rules and regulations:

          (1) all annual financial information that would be required to be
     contained in a filing with the SEC on Form 40-F if the Issuer were required
     to file these Forms, including a "Management's Discussion and Analysis of
     Financial Condition and Results of Operations" and, with respect to the
     annual information only, a report on the annual financial statements by the
     Issuer's independent accountants; and

          (2) all quarterly and current reports that would be required to be
     filed with the SEC on Form 6-K if the Issuer were required to file these
     reports.

<PAGE>

                                      -49-

          In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Issuer shall file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC shall not accept the filing) and make the information available to
prospective investors upon request. The Issuer and the Guarantors have agreed
that, for so long as any Notes remain outstanding, the Issuer shall furnish to
the Holders and to prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

     SECTION 4.03 Waiver of Stay, Extension or Usury Laws.

          The Issuer and any Guarantors covenant (to the extent that they may
lawfully do so) that they shall not at any time insist upon, or plead (as a
defense or otherwise) 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 which
would prohibit or forgive the Issuer and any Guarantors from paying all or any
portion of the principal of, premium, if any, and/or interest on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that they may lawfully do so) the Issuer and any Guarantors hereby
expressly waive all benefit or advantage of any such law, and covenant that they
shall not hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.

     SECTION 4.04 Compliance Certificate.

          (a) The Issuer shall deliver to the Trustee, within 120 days after the
end of each fiscal year and on or before 60 days after the end of the first,
second and third quarters of each fiscal year, an Officers' Certificate stating
that a review of the activities of the Issuer and its Subsidiaries during such
fiscal year or fiscal quarter, as the case may be, has been made under the
supervision of the signing Officers with a view to determining whether the
Issuer and each Guarantor has kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, the Issuer
and each Guarantor has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action they are
taking or propose to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Issuer and any Guarantors are taking or propose to take with respect
thereto.

<PAGE>

                                      -50-

          (b) The Issuer and any Guarantors shall, so long as any of the Notes
are outstanding, deliver to the Trustee, forthwith upon any Officer becoming
aware of any Default or Event of Default, an Officers' Certificate specifying
such Default or Event of Default and what action the Issuer and any Guarantors
are taking or propose to take with respect thereto.

          (c) The Issuer's fiscal year currently ends on December 31. The Issuer
shall promptly provide written notice to the Trustee of any change in its fiscal
year.

     SECTION 4.05 Taxes.

          The Issuer and any Guarantors shall, and shall cause each of their
Subsidiaries to, pay prior to delinquency all material taxes, assessments, and
governmental levies except as contested in good faith and by appropriate
proceedings.

     SECTION 4.06 Limitations on Additional Indebtedness.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, incur any Indebtedness; provided that the Issuer or
any Guarantor may incur additional Indebtedness if, after giving effect thereto,
the Consolidated Fixed Charge Coverage Ratio would be at least 2.0 to 1.0 (the
"Coverage Ratio Exception").

          Notwithstanding the above, each of the following shall be permitted
(the "Permitted Indebtedness"):

          (1) Indebtedness of the Issuer and any Guarantor under the Credit
     Agreement in an aggregate amount at any time outstanding not to exceed the
     greater of (x) the sum of (i) $212.0 million, less (ii) any Indebtedness
     outstanding under the General Scrap Facilities less (iii) the aggregate
     amount of Net Available Proceeds applied to repayments under the Credit
     Agreement in accordance with Section 4.10, and (y) 85% of the book value of
     the accounts receivable plus 60% of the book value of inventory of the
     Issuer and the Restricted Subsidiaries, calculated on a consolidated basis
     and in accordance with GAAP and in the case of each of clause (x) and (y)
     less the Outstanding Receivables Amount;

          (2) the Original Notes (and a like amount of Exchange Notes issued in
     exchange for such Notes) and the Note Guarantees;

          (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the
     extent outstanding on the Issue Date (other than Indebtedness referred to
     in clauses (1) and (2) above, and after giving effect to the intended use
     of proceeds of the Notes as set forth in the Offering Memorandum);

          (4) Indebtedness under Hedging Obligations; provided that (a) such
     Hedging Obligations are designed to protect against fluctuations in
     interest or currency rates or

<PAGE>

                                      -51-

     commodity prices and (b) in the case of any Hedging Obligations under
     clause (1) of the definition thereof, (I) such Hedging Obligations relate
     to payment obligations on Indebtedness otherwise permitted to be incurred
     by this Section 4.06, and (II) the notional principal amount of such
     Hedging Obligations at the time incurred does not exceed the amount of the
     Indebtedness to which such Hedging Obligations relate;

          (5) Indebtedness of the Issuer owed to a Restricted Subsidiary and
     Indebtedness of any Restricted Subsidiary owed to the Issuer or any
     Restricted Subsidiary; provided, however, that upon any such Restricted
     Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being
     owed to any Person other than the Issuer or a Restricted Subsidiary, the
     Issuer or such Restricted Subsidiary, as applicable, shall be deemed to
     have incurred Indebtedness not permitted by this clause (5);

          (6) Indebtedness in respect of bid, performance or surety bonds issued
     for the account of the Issuer or any Restricted Subsidiary, including
     guarantees or obligations of the Issuer or any Restricted Subsidiary with
     respect to letters of credit supporting such bid, performance or surety
     obligations (in each case other than for an obligation for money borrowed);

          (7) Purchase Money Indebtedness incurred by the Issuer or any
     Restricted Subsidiary, and Indebtedness under Capitalized Lease
     Obligations, industrial revenue bonds or mortgage financing incurred by the
     Issuer or any Restricted Subsidiary for the purpose of financing all or any
     part of the purchase price or cost of development of property, plant or
     equipment used in the business of the Issuer or any Restricted Subsidiary,
     and Refinancing Indebtedness thereof, in an aggregate amount not to exceed
     at any time outstanding $25.0 million;

          (8) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business;

          (9) Indebtedness arising in connection with endorsement of instruments
     for deposit in the ordinary course of business;

          (10) Refinancing Indebtedness with respect to Indebtedness incurred
     pursuant to the Coverage Ratio Exception or clause (2), (3), (12), (13) or
     (16) of this Section 4.06;

          (11) the guarantee by the Issuer or any Guarantor of Indebtedness of
     the Issuer or a Guarantor incurred pursuant to the Coverage Ratio Exception
     or another clause in this Section 4.06;

          (12) Indebtedness of the Issuer or any Restricted Subsidiary
     (including letters of credit) in order to provide security for workers'
     compensation claims, payment

<PAGE>

                                      -52-

     obligations in connection with self-insurance, or similar requirements of
     the Issuer or any Restricted Subsidiary in the ordinary course of business;

          (13) customary indemnification, adjustment of purchase price or
     similar obligations, including title insurance, of the Issuer or any
     Restricted Subsidiary, in each case, incurred in connection with the
     acquisition or disposition of any assets of the Issuer or any Restricted
     Subsidiary (other than guarantees of Indebtedness incurred by any Person
     acquiring all or any portion of such assets for the purpose of financing
     such acquisition);

          (14) Indebtedness consisting of take-or-pay obligations contained in
     supply agreements entered into in the ordinary course of business;

          (15) Indebtedness evidenced by promissory notes subordinated to the
     Notes and the Note Guarantees issued to current or former employees or
     directors of the Issuer or any Subsidiary (or their respective spouses or
     estates) in lieu of cash payments for Equity Interests being repurchased
     from such Persons in an aggregate amount not to exceed $5.0 million at any
     time outstanding;

          (16) Indebtedness of the Issuer or any Restricted Subsidiary to
     refinance the Montpelier Sale and Leaseback Obligations;

          (17) Indebtedness under the General Scrap Facilities in an amount not
     to exceed $12.0 million;

          (18) Indebtedness of the Issuer or any Restricted Subsidiary in an
     aggregate amount not to exceed $40.0 million at any time outstanding; and

          (19) Indebtedness of the Issuer or any Restricted Subsidiary incurred
     during any Suspension Period.

          For purposes of determining compliance with this Section 4.06, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (19) above
or is entitled to be incurred pursuant to the Coverage Ratio Exception, the
Issuer may, in its sole discretion, classify such item of Indebtedness and may
divide and classify such Indebtedness in more than one of the types of
Indebtedness described, except that Indebtedness incurred under the Credit
Agreement on the Issue Date shall be deemed to have been incurred under clause
(1) of this Section 4.06.

          The maximum amount of Indebtedness that the Issuer or any Restricted
Subsidiary may incur pursuant to this Section 4.06 shall not be deemed to be
exceeded solely as the result of fluctuations in the exchange rates of
currencies. In determining the amount of Indebtedness outstanding under one of
the clauses above, the outstanding principal amount of any particular
Indebtedness of any Person shall be counted only once and any obligation of such

<PAGE>

                                      -53-

Person or any other Person arising under any guarantee, Lien, letter of credit
or similar instrument supporting such Indebtedness shall be disregarded so long
as it is permitted to be incurred by the Person or Persons incurring such
obligation.

     SECTION 4.07 Limitations on Restricted Payments.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, make any Restricted Payment if at the time of such
Restricted Payment:

          (1) a Default shall have occurred and be continuing or shall occur as
     a consequence thereof;

          (2) the Issuer cannot incur $1.00 of additional Indebtedness pursuant
     to the Coverage Ratio Exception; or

          (3) the amount of such Restricted Payment, when added to the aggregate
     amount of all other Restricted Payments made after the Issue Date (other
     than Restricted Payments made pursuant to clause (2), (3), (4), (5), (7),
     (9), (10), (11) or, at any time prior to December 31, 2004, clause (6) of
     the second paragraph of this Section 4.07), exceeds the sum (the
     "Restricted Payments Basket") of (without duplication):

               (a) 50% of Consolidated Net Income for the period (taken as one
          accounting period) commencing on the first day of the first full
          fiscal quarter commencing after the Issue Date to and including the
          last day of the fiscal quarter ended immediately prior to the date of
          such calculation for which consolidated financial statements are
          publicly available (or, if such Consolidated Net Income shall be a
          deficit, minus 100% of such aggregate deficit), plus

               (b) 100% of the aggregate net cash proceeds received by the
          Issuer either (x) as contributions to the common equity of the Issuer
          after the Issue Date or (y) from the issuance and sale of Qualified
          Equity Interests after the Issue Date, plus

               (c) the aggregate amount by which Indebtedness (other than any
          Subordinated Indebtedness) incurred by the Issuer or any Restricted
          Subsidiary subsequent to the Issue Date is reduced on the Issuer's
          balance sheet upon the conversion or exchange (other than by a
          Subsidiary of the Issuer) into Qualified Equity Interests (less the
          amount of any cash, or the fair value of assets, distributed by the
          Issuer or any Restricted Subsidiary upon such conversion or exchange),
          plus

               (d) in the case of the disposition or repayment of or return on
          any Investment that was treated as a Restricted Payment made after the
          Issue Date, an amount (to the extent not included in the computation
          of Consolidated Net

<PAGE>

                                      -54-

          Income) equal to the lesser of (i) the amount received with respect to
          such Investment less the cost of the disposition of such Investment
          and net of taxes and (ii) the amount of such Investment that was
          treated as a Restricted Payment, plus

               (e) upon a Redesignation of an Unrestricted Subsidiary as a
          Restricted Subsidiary, the lesser of (i) the Fair Market Value of the
          Issuer's proportionate interest in such Subsidiary immediately
          following such Redesignation, and (ii) the aggregate amount of the
          Issuer's Investments in such Subsidiary to the extent such Investments
          reduced the Restricted Payments Basket and were not previously repaid
          or otherwise reduced.

          The foregoing provisions shall not prohibit:

          (1) the payment by the Issuer or any Restricted Subsidiary of any
     dividend within 90 days after the date of declaration thereof, if on the
     date of declaration the payment would have complied with the provisions of
     this Indenture;

          (2) the redemption, repurchase or other acquisition of, or the payment
     of any sums due with respect to, any Equity Interests of the Issuer or any
     Restricted Subsidiary in exchange for, or out of the proceeds of the
     substantially concurrent issuance and sale of, Qualified Equity Interests;

          (3) the redemption, repurchase or other acquisition of, or the payment
     of any sums due with respect to, Subordinated Indebtedness of the Issuer or
     any Restricted Subsidiary (a) in exchange for, or out of the proceeds of
     the substantially concurrent issuance and sale of, Qualified Equity
     Interests or (b) in exchange for, or out of the proceeds of the
     substantially concurrent incurrence of, Refinancing Indebtedness permitted
     to be incurred under Section 4.06 and the other terms of this Indenture;

          (4) the redemption, repurchase or other acquisition of, or the payment
     of any sums due with respect to, Equity Interests of the Issuer held by
     officers, directors or employees or former officers, directors or employees
     (or their transferees, estates or beneficiaries under their estates), upon
     their death, disability, retirement, severance or termination of employment
     or service; provided that the aggregate cash consideration paid for all
     such redemptions shall not exceed $2.0 million during any calendar year
     (with unused amounts in any calendar year being usable, without
     duplication, in subsequent calendar years); provided that such amounts
     shall be increased by: (a) the cash proceeds from the sale of Equity
     Interests to members of management, directors or consultants of the Issuer
     and its Subsidiaries that occurs after the date of this Indenture (provided
     that such proceeds have not been included for the purpose of determining
     whether a previous Restricted Payment was permitted pursuant to the
     preceding paragraph) plus (b) the cash proceeds of key man life insurance
     policies received by the Issuer or any Restricted Subsidiaries after the
     Issue Date;

<PAGE>

                                      -55-

          (5) repurchases of Equity Interests deemed to occur upon the exercise
     of stock options or warrants if the Equity Interests represent a portion of
     the exercise price thereof and repurchases of Equity Interests deemed to
     occur upon the withholding of a portion of the Equity Interests granted or
     awarded to an employee to pay for the taxes payable by such employee upon
     such grant or award;

          (6) the payment of dividends on the First Preferred Shares in
     accordance with the Issuer's articles of incorporation as in effect on the
     Issue Date;

          (7) at any time on or prior to December 31, 2004, the repurchase or
     redemption of the First Preferred Shares in accordance with the Issuer's
     articles of incorporation as in effect on the Issue Date;

          (8) the payment of dividends on the Issuer's common stock in an amount
     not to exceed $10.0 million per year;

          (9) Restricted Payments made during any Suspension Period;

          (10) the purchase, redemption, acquisition, cancellation or other
     retirement for a nominal value per right of any rights granted to all the
     holders of Common Stock of the Issuer pursuant to any shareholders' rights
     plan adopted for the purpose of protecting shareholders from unfair
     takeover tactics;

          (11) payments by the Issuer or any Restricted Subsidiary in respect of
     Indebtedness of the Issuer or any Restricted Subsidiary owed to the Issuer
     or another Restricted Subsidiary; and

          (12) Restricted Payments of up to $20.0 million in the aggregate since
     the Issue Date;

provided that (a) in the case of any Restricted Payment pursuant to clause (3),
(6), (7), (8), (9), (11) or (12) of this Section 4.07, no Default shall have
occurred and be continuing or occur as a consequence thereof and (b) no issuance
and sale of Qualified Equity Interests pursuant to clause (2) or (3) of this
Section 4.07 shall increase the Restricted Payments Basket.

     SECTION 4.08 Limitations on Liens.

          The Issuer shall not, and shall not permit any Guarantor to, directly
or indirectly, create, incur, assume or permit or suffer to exist any Lien
(other than Permitted Liens) against any assets of the Issuer or any Guarantor
(including Equity Interests of a Restricted Subsidiary), whether owned at the
Issue Date or thereafter acquired, or any proceeds therefrom, or assign or
otherwise convey any right to receive income or profits therefrom, unless
contemporaneously therewith:

<PAGE>

                                      -56-

          (1) in the case of any Lien securing an obligation that ranks pari
     passu with the Notes or a Note Guarantee, effective provision is made to
     secure the Notes or such Note Guarantee, as the case may be, at least
     equally and ratably with or prior to such obligation with a Lien on the
     same collateral; and

          (2) in the case of any Lien securing an obligation that is
     subordinated in right of payment to the Notes or a Note Guarantee,
     effective provision is made to secure the Notes or such Note Guarantee, as
     the case may be, with a Lien on the same collateral that is prior to the
     Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

     SECTION 4.09 Limitations on Transactions with Affiliates.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, in one transaction or a series of related
transactions, sell, lease, transfer or otherwise dispose of any of its assets
to, or purchase any assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (an "Affiliate Transaction"), unless:

          (1) such Affiliate Transaction is on terms that are no less favorable
     to the Issuer or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction at such time on an
     arm's-length basis by the Issuer or that Restricted Subsidiary from a
     Person that is not an Affiliate of the Issuer or that Restricted
     Subsidiary; and

          (2) the Issuer delivers to the Trustee:

               (a) with respect to any Affiliate Transaction involving aggregate
          value in excess of $10.0 million, an Officers' Certificate certifying
          that such Affiliate Transaction complies with clause (1) of the first
          paragraph of this Section 4.09 and that sets forth and authenticates a
          resolution that has been adopted by the Independent Directors
          approving such Affiliate Transaction; and

               (b) with respect to any Affiliate Transaction involving aggregate
          value of $20.0 million or more, the certificate described in the
          preceding clause (a) of this Section 4.09 and a written opinion as to
          the fairness of such Affiliate Transaction to the Issuer or such
          Restricted Subsidiary from a financial point of view issued by an
          Independent Financial Advisor.

          The foregoing restrictions shall not apply to:

          (1) transactions exclusively between or among (a) the Issuer and one
     or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided,
     in each case, that no

<PAGE>

                                      -57-

     Affiliate of the Issuer (other than another Restricted Subsidiary) owns
     Equity Interests of any such Restricted Subsidiary;

          (2) director, officer and employee compensation (including bonuses)
     and other benefits (including retirement, health, stock option and other
     benefit plans) and indemnification arrangements, in each case approved by
     the Board of Directors;

          (3) the entering into of a tax sharing agreement, or payments pursuant
     thereto, between the Issuer and/or one or more Subsidiaries, on the one
     hand, and any other Person with which the Issuer or such Subsidiaries are
     required or permitted to file a consolidated tax return or with which the
     Issuer or such Subsidiaries are part of a consolidated group for tax
     purposes, on the other hand, which payments by the Issuer and the
     Restricted Subsidiaries are not in excess of the tax liabilities that would
     have been payable by them on a stand-alone basis;

          (4) loans and advances permitted by clause (3) of the definition of
     "Permitted Investments";

          (5) Restricted Payments which are made in accordance with Section
     4.07;

          (6) any transaction with an Affiliate to the extent involving
     Qualified Equity Interests;

          (7) transactions with suppliers or purchasers for the sale or purchase
     of goods which are fair to the Issuer and its Restricted Subsidiaries and,
     in the judgment of the Board of Directors, are on terms at least as
     favorable as might reasonably have been obtained from an unaffiliated third
     party;

          (8) transactions with a Person that is an Affiliate solely because the
     Issuer or any Restricted Subsidiary owns Equity Interests in such Person;
     provided that no Affiliate of the Issuer (other than a Restricted
     Subsidiary) owns Equity Interests in such Person;

          (9) purchases and sales of raw materials or inventory in the ordinary
     course of business on market terms;

          (10) any transaction with an Affiliate entered into during any
     Suspension Period; or

          (11) transactions between the Issuer or any Restricted Subsidiary and
     any Securitization Entity in connection with a Qualified Securitization
     Transaction, in each case provided that such transactions are not otherwise
     prohibited by this Indenture.

<PAGE>

                                      -58-

     SECTION 4.10 Limitation on Asset Sales.

          At any time other than during a Suspension Period, the Issuer shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Sale unless:

          (1) the Issuer or such Restricted Subsidiary receives consideration at
     the time of such Asset Sale at least equal to the Fair Market Value of the
     assets included in such Asset Sale; and

          (2) at least 75% of the total consideration received in such Asset
     Sale consists of cash or Cash Equivalents.

          For purposes of clause (2), the following shall be deemed to be cash:

               (a) the amount (without duplication) of any Indebtedness (other
          than Subordinated Indebtedness) of the Issuer or such Restricted
          Subsidiary that is assumed (expressly or by operation of law) by the
          transferee in such Asset Sale and with respect to which the Issuer or
          such Restricted Subsidiary, as the case may be, is no longer liable,

               (b) the amount of any obligations received from such transferee
          that are within 180 days converted by the Issuer or such Restricted
          Subsidiary to cash (to the extent of the cash actually so received),
          and

               (c) the Fair Market Value of any assets received by the Issuer or
          any Restricted Subsidiary to be used by it in the Permitted Business.

          If at any time any non-cash consideration received by the Issuer or
any Restricted Subsidiary of the Issuer, as the case may be, in connection with
any Asset Sale is repaid or converted into or sold or otherwise disposed of for
cash (other than interest received with respect to any such non-cash
consideration), then the date of such repayment, conversion or disposition shall
be deemed to constitute the date of an Asset Sale hereunder and the Net
Available Proceeds thereof shall be applied in accordance with this Section
4.10.

          If the Issuer or any Restricted Subsidiary engages in an Asset Sale,
the Issuer or such Restricted Subsidiary shall, no later than 365 days following
the consummation thereof, apply all or any of the Net Available Proceeds
therefrom to:

          (1) satisfy all mandatory repayment obligations under the Credit
     Agreement arising by reason of such Asset Sale;

          (2) repay any Indebtedness which was secured by the assets sold in
     such Asset Sale;

<PAGE>

                                      -59-

          (3) invest all or any part of the Net Available Proceeds thereof in
     the purchase of assets to be used by the Issuer or any Restricted
     Subsidiary in the Permitted Business; and/or

          (4) in the case of any Restricted Subsidiary that is not a Guarantor,
     repay Indebtedness of such Restricted Subsidiary.

          The amount of Net Available Proceeds not applied or invested as
provided in this paragraph shall constitute "Excess Proceeds."

          When the aggregate amount of Excess Proceeds equals or exceeds $20.0
million, the Issuer shall be required to make an offer to purchase from all
Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu
Indebtedness of the Issuer the provisions of which require the Issuer to redeem
such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in
an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to
the amount of such Excess Proceeds as follows:

          (1) the Issuer shall (a) make an offer to purchase (a "Net Proceeds
     Offer") to all Holders in accordance with the procedures set forth in this
     Indenture, and (b) redeem (or make an offer to do so) any such other Pari
     Passu Indebtedness, pro rata in proportion to the respective principal
     amounts of the Notes and such other Indebtedness required to be redeemed,
     the maximum principal amount of Notes and Pari Passu Indebtedness that may
     be redeemed out of the amount (the "Payment Amount") of such Excess
     Proceeds;

          (2) the offer price for the Notes shall be payable in cash in an
     amount equal to 100% of the principal amount of the Notes tendered pursuant
     to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any,
     to the date such Net Proceeds Offer is consummated (the "Offered Price"),
     in accordance with the procedures set forth in this Indenture and the
     redemption price for such Pari Passu Indebtedness (the "Pari Passu
     Indebtedness Price") shall be as set forth in the related documentation
     governing such Indebtedness;

          (3) if the aggregate Offered Price of Notes validly tendered and not
     withdrawn by Holders thereof exceeds the pro rata portion of the Payment
     Amount allocable to the Notes, Notes to be purchased shall be selected on a
     pro rata basis; and

          (4) upon completion of such Net Proceeds Offer in accordance with the
     foregoing provisions, the amount of Excess Proceeds with respect to which
     such Net Proceeds Offer was made shall be deemed to be zero.

          To the extent that the sum of the aggregate Offered Price of Notes
tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto (such shortfall constituting a "Net
Proceeds Deficiency"), the Issuer may use the Net Proceeds

<PAGE>

                                      -60-

Deficiency, or a portion thereof, for general corporate purposes, subject to the
provisions of this Indenture.

          In the event of the transfer of substantially all (but not all) of the
assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person
in a transaction covered by and effected in accordance with Section 5.01, the
successor corporation shall be deemed to have sold for cash at Fair Market Value
the assets of the Issuer and the Restricted Subsidiaries not so transferred for
purposes of this Section, and shall comply with the provisions of this Section
with respect to such deemed sale as if it were an Asset Sale (with such Fair
Market Value being deemed to be Net Available Proceeds for such purpose).

          The Issuer shall comply with applicable tender offer rules, including
the requirements of Rule 14e-1 under the Exchange Act and any other applicable
laws and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.10, the Issuer shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.10 by virtue of this compliance.

     SECTION 4.11 Limitation on the Issuance or Sale of Equity Interests of
                  Restricted Subsidiaries.

          At any time other than during a Suspension Period, the Issuer shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
sell or issue any shares of Equity Interests of any Restricted Subsidiary except
(1) to the Issuer, a Restricted Subsidiary or the minority stockholders of any
Restricted Subsidiary, on a pro rata basis, at Fair Market Value, (2) to the
extent such shares represent directors' qualifying shares or shares required by
applicable law to be held by a Person other than the Issuer or a Wholly-Owned
Restricted Subsidiary or (3) to a third party to the extent the Issuer would be
permitted to make an Investment in the remaining Equity Interests of such
Restricted Subsidiary pursuant to Section 4.07. The sale of all the Equity
Interests of any Restricted Subsidiary is permitted by this Section 4.11 but is
subject to Section 4.10.

     SECTION 4.12 Limitations on Dividend and Other Restrictions Affecting
                  Restricted Subsidiaries.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or consensual restriction on the
ability of any Restricted Subsidiary to:

          (a) pay dividends or make any other distributions on or in respect of
     its Equity Interests;

          (b) make loans or advances or pay any Indebtedness or other obligation
     owed to the Issuer or any other Restricted Subsidiary; or

<PAGE>

                                      -61-

          (c) transfer any of its assets to the Issuer or any other Restricted
     Subsidiary;

          except for:

               (1) encumbrances or restrictions existing under or by reason of
          applicable law;

               (2) encumbrances or restrictions existing under this Indenture,
          the Notes and the Note Guarantees;

               (3) non-assignment provisions of any contract or any lease
          entered into in the ordinary course of business;

               (4) encumbrances or restrictions existing under agreements
          existing on the date of this Indenture (including, without limitation,
          the Credit Agreement) as in effect on that date;

               (5) restrictions on the transfer of assets subject to any Lien
          permitted under this Indenture imposed by the holder of such Lien;

               (6) restrictions on the transfer of assets imposed under any
          agreement to sell such assets permitted under this Indenture to any
          Person pending the closing of such sale;

               (7) any instrument governing Acquired Indebtedness or any
          agreement of any Person that was acquired after the Issue Date, in
          either case, which encumbrance or restriction is not applicable to any
          Person, or the properties or assets of any Person, other than the
          Person or the properties or assets of the Person so acquired;

               (8) any other agreement governing Indebtedness entered into after
          the Issue Date that contains encumbrances and restrictions that are
          not materially more restrictive in the aggregate than those in effect
          on the Issue Date pursuant to agreements in effect on the Issue Date;

               (9) provisions in partnership agreements, limited liability
          company organizational governance documents, joint venture agreements
          and other similar agreements entered into in the ordinary course of
          business that restrict the transfer of ownership interests in such
          partnership, limited liability company, joint venture or similar
          Person;

               (10) Indebtedness incurred in compliance with Section 4.06 that
          impose restrictions of the nature described in clause (c) of this
          Section 4.12 on the assets acquired;

<PAGE>

                                      -62-

               (11) any encumbrances or restrictions imposed by any amendments
          or refinancings of the contracts, instruments or obligations referred
          to in clauses (1) through (10) of this Section 4.12; provided that
          such amendments or refinancings are, in the good faith judgment of the
          Issuer's Board of Directors, no more materially restrictive in the
          aggregate with respect to such encumbrances and restrictions than
          those prior to such amendment or refinancing; and

               (12) encumbrances or restrictions incurred or entered into during
          any Suspension Period.

     SECTION 4.13 [Reserved]

     SECTION 4.14 Legal Existence.

          Subject to Article Five, the Issuer shall do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence, and the corporate, partnership or other existence of each Restricted
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of each Restricted Subsidiary and the
rights (charter and statutory), licenses and franchises of the Issuer and its
Restricted Subsidiaries; provided that the Issuer shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Restricted Subsidiaries if the Board of Directors
of the Issuer shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Issuer and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.

     SECTION.4.15 Change of Control Offer.

          (a) Upon the occurrence of a Change of Control, the Issuer shall be
obligated to make an offer to purchase (the "Change of Control Offer") all
outstanding Notes at a cash purchase price (the "Change of Control Purchase
Price") equal to 101% of the principal amount thereof, plus accrued and unpaid
interest thereon to the Change of Control Payment Date in accordance with this
Section 4.15.

          (b) Within 30 days of the occurrence of a Change of Control, the
Issuer shall (i) cause a notice of the Change of Control Offer to be sent at
least once to the Dow Jones News Service or similar business news service in the
United States and (ii) send by first-class mail, postage prepaid, to the Trustee
and to each Holder, at the address appearing in the register maintained by the
Registrar of the Notes, a notice stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.15 and that all Notes tendered shall be accepted for payment;

<PAGE>

                                      -63-

          (2) the Change of Control Purchase Price and the purchase date (which
     shall be a Business Day no earlier than 30 days nor later than 60 days from
     the date such notice is mailed (the "Change of Control Payment Date"));

          (3) that any Note not tendered shall continue to accrue interest;

          (4) that, unless the Issuer defaults in the payment of the Change of
     Control Purchase Price, any Notes accepted for payment pursuant to the
     Change of Control Offer shall cease to accrue interest after the Change of
     Control Payment Date;

          (5) that such Change of Control Offer shall remain open for at least
     20 Business Days and that Holders accepting the offer to have a Note
     purchased pursuant to any Change of Control Offer shall be required to
     surrender the Note, with the form entitled "Option of Holder to Elect
     Purchase" on the reverse of the Note completed, to the Paying Agent at the
     address specified in the notice prior to the close of business on the
     Business Day preceding the Change of Control Payment Date;

          (6) that Holders shall be entitled to withdraw their election if the
     Paying Agent receives, not later than the close of business on the third
     Business Day preceding the Change of Control Payment Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of the Notes the Holder delivered for
     purchase, and a statement that such Holder is withdrawing his election to
     have such Note purchased;

          (7) that Holders whose Notes are being purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered; provided that each Note purchased and each such new
     Note issued shall be in an original principal amount in denominations of
     $1,000 and integral multiples thereof;

          (8) any other procedures that a Holder must follow to accept a Change
     of Control Offer or effect withdrawal of such acceptance; and

          (9) the name and address of the Paying Agent.

          On the Change of Control Payment Date, the Issuer shall, to the extent
lawful, (i) accept for payment Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
money sufficient to pay the purchase price of all Notes or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or portions
thereof tendered to the Issuer. The Paying Agent shall promptly mail to each
Holder of Notes so accepted payment in an amount equal to the purchase price for
such Notes, and the Issuer shall execute and issue, and the Trustee shall
promptly authenticate and mail to such Holder, a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered; provided that each
such new Note shall be issued in an original principal amount in denominations
of

<PAGE>

                                      -64-

$1,000 and integral multiples thereof. The Issuer will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

          (c) (i) If the Issuer or any Restricted Subsidiary thereof has issued
any outstanding (A) Indebtedness that is subordinated in right of payment to the
Notes or (B) Preferred Stock, and the Issuer or such Restricted Subsidiary is
required to make a Change of Control Offer or to make a distribution with
respect to such subordinated Indebtedness or Preferred Stock in the event of a
Change of Control, the Issuer shall not consummate any such offer or
distribution with respect to such subordinated Indebtedness or Preferred Stock
until such time as the Issuer shall have paid the Change of Control Purchase
Price in full to the Holders of Notes that have accepted the Issuer's Change of
Control Offer and shall otherwise have consummated the Change of Control Offer
made to Holders of the Notes and (ii) the Issuer shall not issue Indebtedness
that is subordinated in right of payment to the Notes or Preferred Stock with
Change of Control provisions requiring the payment of such Indebtedness or
Preferred Stock prior to the payment of the Notes in the event of a Change of
Control Triggering Event under this Indenture.

          The Issuer shall comply with the requirements of 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 connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.15, the Issuer shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue thereof.

          The Issuer is not required to make a Change of Control Offer upon a
Change of Control if a third party (i) makes the Change of Control Offer in the
manner and at the time and otherwise in compliance with this Section 4.15, and
(ii) purchases all Notes validly tendered and not withdrawn under the Change of
Control Offer.

     SECTION 4.16 Payment of Additional Amounts.

          All payments made by the Issuer under or with respect to the Notes
shall be made free and clear of and without withholding or deduction for or on
account of any present or future Taxes imposed or levied by or on behalf of any
Taxing Authority in any jurisdiction in which the Issuer is organized or is
otherwise resident for tax purposes or any jurisdiction from or through which
payment is made (each a "Relevant Taxing Jurisdiction"), unless the Issuer is
required to withhold or deduct Taxes by law or by the interpretation or
administration thereof. If the Issuer is required to withhold or deduct any
amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction,
from any payment made under or with respect to the Notes, the Issuer shall make
such withholding or deduction and shall pay such additional amounts ("Additional
Amounts") as may be necessary so that the net amount received by each Holder of
Notes (including Additional Amounts) after such withholding or deduction shall
equal the amount the Holder would have received if such Taxes had not been
withheld or deducted; provided,

<PAGE>

                                      -65-

however, that no Additional Amounts shall be payable with respect to any Tax
that would not have been imposed, payable or due:

          (1) with respect to a Holder with which the Issuer or any Guarantor
     does not deal on an arm's length basis within the meaning of the Income Tax
     Act (Canada) on the date of such payment;

          (2) but for the existence of any present or former connection between
     the Holder and the Relevant Taxing Jurisdiction (including being a citizen
     or resident or national of, or carrying on a business or maintaining a
     permanent establishment in, or being physically present in, the Relevant
     Taxing Jurisdiction) other than the mere holding of the Notes or
     enforcement of rights thereunder or the receipt of payments in respect
     thereof;

          (3) but for the failure to satisfy any certification, identification
     or other reporting requirements whether imposed by statute, treaty,
     regulation or administrative practice; or

          (4) if the presentation of Notes (where presentation is required) for
     payment has not occurred within 30 days after the date such payment was due
     and payable or was duly provided for, whichever is later.

          In addition, Additional Amounts shall not be payable if the beneficial
owner of, or person ultimately entitled to obtain an interest in, such Notes had
been the Holder of the Notes and such beneficial owner would not be entitled to
the payment of Additional Amounts by reason of clause (1), (2), (3) or (4)
above. In addition, Additional Amounts shall not be payable with respect to any
Tax which is payable or assessed on a Holder under the laws of the
jurisdiction(s) in which: (1) that Holder is incorporated, organized, resident
or has a permanent establishment for tax purposes, or (2) that Holder's office
is located in respect of amounts received or receivable in that jurisdiction, if
that Tax is imposed on or calculated by reference to the income received or
receivable by that Holder.

          Upon request, the Issuer shall provide the Trustee with documentation
satisfactory to the Trustee evidencing the payment of Additional Amounts.

     SECTION 4.17 RESERVED.

     SECTION 4.18 Limitations on Layering Indebtedness.

          At any time other than during a Suspension Period, the Issuer shall
not, and shall not permit any Guarantor to, directly or indirectly, incur any
Indebtedness that is or purports to be by its terms (or by the terms of any
agreement governing such Indebtedness) subordinated to any other Indebtedness of
the Issuer or of such Guarantor, as the case may be, unless such

<PAGE>

                                      -66-

Indebtedness is also by its terms (or by the terms of any agreement governing
such Indebtedness) made expressly subordinate to the Notes or the Note Guarantee
of such Guarantor, to the same extent and in the same manner as such
Indebtedness is subordinated to such other Indebtedness of the Issuer or such
Guarantor, as the case may be.

     SECTION 4.19 Limitations on Designation of Unrestricted Subsidiaries.

          The Issuer may designate any Subsidiary of the Issuer as an
"Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

          (1) no Default shall have occurred and be continuing after giving
     effect to such Designation; and

          (2) the Issuer would be permitted to make an Investment in an amount
     (the "Designation Amount") equal to the Fair Market Value of the Issuer's
     proportionate interest in such Subsidiary on such date (and in the case of
     any Designation occurring during a Suspension Period, the Issuer could make
     such Investment if such Suspension Period were not then in effect).

          No Subsidiary shall be Designated as an "Unrestricted Subsidiary"
unless such Subsidiary:

          (1) has no Indebtedness other than Non-Recourse Indebtedness;

          (2) is not party to any agreement, contract, arrangement or
     understanding with the Issuer or any Restricted Subsidiary unless the terms
     of the agreement, contract, arrangement or understanding are no less
     favorable to the Issuer or the Restricted Subsidiary than those that might
     be obtained at the time from Persons who are not Affiliates;

          (3) is a Person with respect to which neither the Issuer nor any
     Restricted Subsidiary has any direct or indirect obligation (a) to
     subscribe for additional Equity Interests or (b) to maintain or preserve
     the Person's financial condition or to cause the Person to achieve any
     specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Issuer or any Restricted
     Subsidiary, except for any guarantee given solely to support the pledge by
     the Issuer or any Restricted Subsidiary of the Equity Interests of such
     Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or
     any Restricted Subsidiary, and except to the extent the amount thereof
     constitutes a Restricted Payment permitted pursuant to Section 4.07.

          If, at any time, any Unrestricted Subsidiary fails to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted

<PAGE>

                                      -67-

Subsidiary for purposes of this Indenture and any Indebtedness of the Subsidiary
and any Liens on assets of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary as of the date and, if the Indebtedness is not permitted
to be incurred under Section 4.06 or the Lien is not permitted under Section
4.08, the Issuer shall be in default of the applicable covenant.

          The Issuer may redesignate an Unrestricted Subsidiary as a Restricted
Subsidiary (a "Redesignation") only if:

          (1) no Default shall have occurred and be continuing at the time of
     and after giving effect to such Redesignation; and

          (2) all Liens, Indebtedness and Investments of such Unrestricted
     Subsidiary outstanding immediately following such Redesignation would, if
     incurred or made at such time, have been permitted to be incurred or made
     for all purposes of this Indenture.

          All Designations and Redesignations must be evidenced by resolutions
of the Board of Directors of the Issuer, delivered to the Trustee certifying
compliance with the foregoing provisions.

     SECTION 4.20 Limitations on Sale and Leaseback Transactions.

          The Issuer shall not, and shall not permit any Guarantor to enter into
any Sale and Leaseback Transaction; provided that the Issuer or any Guarantor
may enter into a Sale and Leaseback Transaction if:

          (1) the Issuer or such Guarantor could have (a) incurred the
     Indebtedness attributable to such Sale and Leaseback Transaction pursuant
     to Section 4.06 and (b) incurred a Lien on such assets pursuant to Section
     4.08; and

          (2) the gross cash proceeds of such Sale and Leaseback Transaction are
     at least equal to the Fair Market Value of the asset that is the subject of
     such Sale and Leaseback Transaction.

     SECTION 4.21 Conduct of Business.

          At any time except during a Suspension Period, the Issuer shall not,
and shall not permit any Restricted Subsidiary to, enter into any line of
business other than a Permitted Business.

<PAGE>

                                      -68-

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

     SECTION 5.01 Limitation on Mergers, Amalgamations, Consolidations, Etc.

          The Issuer shall not, directly or indirectly, in a single transaction
or a series of related transactions, (a) consolidate, merge or amalgamate with
or into (other than a merger, amalgamation or plan of arrangement with a
Wholly-Owned Restricted Subsidiary solely for the purpose of changing the
Issuer's jurisdiction of incorporation to a State of the United States or
another province or territory of Canada), or sell, lease, transfer, convey or
otherwise dispose of or assign all or substantially all of the assets of the
Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole) or (b)
adopt a Plan of Liquidation unless, in either case:

          (1) either:

               (a) the Issuer shall be the surviving or continuing Person; or

               (b) the Person formed by or surviving such consolidation,
          amalgamation or merger or to which such sale, lease, conveyance or
          other disposition shall be made (or, in the case of a Plan of
          Liquidation, any Person to which assets are transferred)
          (collectively, the "Successor") is organized and existing under the
          laws of any province or territory of Canada, any State of the United
          States of America or the District of Columbia, and the Successor
          expressly assumes, by supplemental indenture in form and substance
          satisfactory to the Trustee, all of the obligations of the Issuer
          under the Notes, this Indenture and the Registration Rights Agreement;

          (2) at any time other than during a Suspension Period, immediately
     after giving effect to such transaction and the assumption of the
     obligations as set forth in clause (1)(b) above and the incurrence of any
     Indebtedness to be incurred in connection therewith, no Default shall have
     occurred and be continuing; and

          (3) at any time other than during a Suspension Period, immediately
     after and giving effect to such transaction and the assumption of the
     obligations set forth in clause (1)(b) above and the incurrence of any
     Indebtedness to be incurred in connection therewith, and the use of any net
     proceeds therefrom on a pro forma basis, the Issuer or the Successor, as
     the case may be, could incur $1.00 of additional Indebtedness pursuant to
     the Coverage Ratio Exception.

          For purposes of this Section 5.01, any Indebtedness of the Successor
that was not Indebtedness of the Issuer immediately prior to the transaction
shall be deemed to have been incurred in connection with such transaction.

<PAGE>

                                      -69-

          Except as provided in Section 10.05, no Guarantor may consolidate or
amalgamate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor,
unless:

          (1) either:

               (a) such Guarantor shall be the surviving or continuing Person;
          or

               (b) the Person formed by or surviving any such consolidation,
          amalgamation or merger, amalgamation or plan of arrangement assumes,
          by supplemental indenture in form and substance satisfactory to the
          Trustee, all of the obligations of such Guarantor under the Note
          Guarantee of such Guarantor, this Indenture and the Registration
          Rights Agreement; and

          (2) immediately after giving effect to such transaction, no Default
     shall have occurred and be continuing.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Equity Interests of which constitute all or substantially all
of the properties and assets of the Issuer, shall be deemed to be the transfer
of all or substantially all of the properties and assets of the Issuer.

          Upon any consolidation, combination, merger or amalgamation of the
Issuer or a Guarantor, or any transfer of all or substantially all of the assets
of the Issuer in accordance with the foregoing, in which the Issuer or such
Guarantor is not the continuing obligor under the Notes or its Note Guarantee,
the surviving entity formed by such consolidation or into which the Issuer or
such Guarantor is merged or to which the conveyance, lease or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Issuer or such Guarantor under this Indenture, the Notes and the Note
Guarantees with the same effect as if such surviving entity had been named
therein as the Issuer or such Guarantor and, except in the case of a conveyance,
transfer or lease, the Issuer or such Guarantor, as the case may be, shall be
released from the obligation to pay the principal of and interest on the Notes
or in respect of its Note Guarantee, as the case may be, and all of the Issuer's
or such Guarantor's other obligations and covenants under the Notes, this
Indenture and its Note Guarantee, if applicable.

          Notwithstanding the foregoing, any Restricted Subsidiary may merge
into, consolidate or amalgamate with the Issuer or another Restricted
Subsidiary.

<PAGE>

                                      -70-

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

     SECTION 6.01 Events of Default.

          Each of the following is an "Event of Default":

          (1) failure by the Issuer to pay interest on any of the Notes when it
     becomes due and payable and the continuance of any such failure for 30
     days;

          (2) failure by the Issuer to pay the principal on any of the Notes
     when it becomes due and payable, whether at stated maturity, upon
     redemption, upon purchase, upon acceleration or otherwise;

          (3) failure by the Issuer to comply with any of its agreements or
     failure to comply with Sections 4.15 and 5.01;

          (4) failure by the Issuer to comply with any other agreement or
     covenant in this Indenture (including the requirement to make a Net
     Proceeds Offer as described above under Section 4.10 and continuance of
     this failure for 45 days after notice of the failure has been given to the
     Issuer by the Trustee or by the Holders of at least 25% of the aggregate
     principal amount of the Notes then outstanding;

          (5) default under any mortgage, indenture or other instrument or
     agreement under which there may be issued or by which there may be secured
     or evidenced Indebtedness of the Issuer or any Restricted Subsidiary,
     whether such Indebtedness now exists or is incurred after the Issue Date,
     which default:

               (a) is caused by a failure to pay when due principal on such
          Indebtedness within the applicable express grace period,

               (b) results in the acceleration of such Indebtedness prior to its
          express final maturity, or

               (c) results in the commencement of judicial proceedings to
          foreclose upon, or to exercise remedies under applicable law or
          applicable security documents to take ownership of, the assets
          securing such Indebtedness, and in each case, the principal amount of
          such Indebtedness, together with any other Indebtedness with respect
          to which an event described in clause (a), (b) or (c) has occurred and
          is continuing, aggregates $15.0 million or more;

          (6) one or more final and non-appealable judgments or orders that
     exceed $15.0 million in the aggregate (net of amounts covered by insurance
     or bonded) for the

<PAGE>

                                      -71-

     payment of money have been entered by a court or courts of competent
     jurisdiction against the Issuer or any Restricted Subsidiary and such
     judgment or judgments have not been satisfied, stayed, annulled or
     rescinded within 60 days of being entered;

          (7) the Issuer or any Significant Subsidiary pursuant to or within the
     meaning of any Bankruptcy Law:

               (a) commences a voluntary case,

               (b) consents to the entry of an order for relief against it in an
          involuntary case,

               (c) consents to the appointment of a Custodian of it or for all
          or substantially all of its assets, or

               (d) makes a general assignment for the benefit of its creditors;

          (8) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (a) is for relief against the Issuer or any Significant
          Subsidiary as debtor in an involuntary case,

               (b) appoints a Custodian of the Issuer or any Significant
          Subsidiary or a Custodian for all or substantially all of the assets
          of the Issuer or any Significant Subsidiary, or

               (c) orders the liquidation of the Issuer or any Significant
          Subsidiary, and the order or decree remains unstayed and in effect for
          60 days; or

          (9) any Note Guarantee of any Significant Subsidiary ceases to be in
     full force and effect (other than in accordance with the terms of such Note
     Guarantee and this Indenture) or is declared null and void and
     unenforceable or found to be invalid or any Guarantor denies its liability
     under its Note Guarantee (other than by reason of release of a Guarantor
     from its Note Guarantee in accordance with the terms of this Indenture and
     the Note Guarantee).

          The Issuer is required to deliver to the Trustee annually a statement
regarding compliance with this Indenture and, upon any Officer of the Issuer
becoming aware of any Default, a statement specifying such Default and what
action the Issuer is taking or proposes to take with respect thereto.

          Subject to Sections 7.01 and 7.02, the Trustee shall not be charged
with knowledge of any Default, Event of Default, Change of Control or Asset Sale
or the requirement

<PAGE>

                                      -72-

for payment of Additional Interest unless written notice thereof shall have been
given to a Responsible Officer at the Corporate Trust Office of the Trustee by
the Issuer or any other Person.

     SECTION 6.02 Acceleration.

          If an Event of Default (other than an Event of Default specified in
clause (7) or (8) of Section 6.01 with respect to the Issuer), shall have
occurred and be continuing under this Indenture, the Trustee, by written notice
to the Issuer, or the Holders of at least 25% in aggregate principal amount of
the Notes then outstanding by written notice to the Issuer and the Trustee, may
declare all amounts owing under the Notes to be due and payable immediately.
Upon such declaration of acceleration, the aggregate principal of and accrued
and unpaid interest on the outstanding Notes shall immediately become due and
payable; provided, however, that after such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in aggregate
principal amount of such outstanding Notes may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the
nonpayment of accelerated principal and interest, have been cured or waived as
provided in this Indenture. If an Event of Default specified in clause (7) or
(8) of Section 6.01 with respect to the Issuer occurs, all outstanding Notes
shall become due and payable without any further action or notice.

          The Trustee shall, within 30 days after the occurrence of any Default
with respect to the Notes, give the Holders notice of all uncured Defaults
thereunder known to it; provided, however, that, except in the case of an Event
of Default in payment with respect to the Notes or a Default in complying with
Section 5.01, the Trustee shall be protected in withholding such notice if and
so long as a committee of its trust officers in good faith determines that the
withholding of such notice is in the interest of the Holders.

     SECTION 6.03 Other Remedies.

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

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative to the extent permitted by
law. Any costs associated with actions taken by the Trustee under this Section
6.03 shall be reimbursed to the Trustee by the Issuer.

<PAGE>

                                      -73-

     SECTION 6.04 Waiver of Past Defaults and Events of Default.

          Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority in
principal amount of the Notes then outstanding by written notice to the Trustee
have the right to waive any existing Default or Event of Default or compliance
with any provision of this Indenture or the Notes. The Issuer shall deliver to
the Trustee an Officers' Certificate stating that the requisite percentage of
Holders has consented to such waiver. 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; provided that no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto.

     SECTION 6.05 Control by Majority.

          The Holders of a majority in principal amount of the Notes outstanding
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture. The Trustee, however, may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines may be unduly prejudicial to the rights of another Holder
not taking part in such direction, and the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or if the
Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed may involve it in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

     SECTION 6.06 Limitation on Suits.

          Subject to Section 6.08, a Holder may not institute any proceeding or
pursue any remedy with respect to this Indenture or the Notes unless:

          (1) the Holder gives to the Trustee written notice of a continuing
     Event of Default;

          (2) the Holders of at least 25% in aggregate principal amount of the
     Notes then outstanding make a written request to the Trustee to pursue the
     remedy;

          (3) such Holder or Holders offer and if requested provide to the
     Trustee indemnity reasonably satisfactory to the Trustee against any loss,
     liability or expense;

          (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer, and, if requested, provision of,
     indemnity; and

<PAGE>

                                      -74-

          (5) no direction which in the reasonable opinion of the Trustee is
     inconsistent with such written request has been given to the Trustee during
     such 60 day period by the Holders of a majority in aggregate principal
     amount of the Notes then outstanding.

          However, such limitations do not apply to a suit instituted by a
Holder of any Note for enforcement of payment of the principal of or interest on
such Note on or after the due date therefor (in the case of any interest
payment, after giving effect to the grace period specified in clause (1) of
Section 6.01.

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

     SECTION 6.07 No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

          No director, officer, employee, incorporator or stockholder of the
Issuer or any Guarantor shall have any liability for any obligations of the
Issuer under the Notes or this Indenture or of any Guarantor under its Note
Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Note Guarantees. The waiver may
not be effective to waive liabilities under the federal securities laws. It is
the view of the SEC that this type of waiver is against public policy.

     SECTION 6.08 Rights of Holders To Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal of, or premium, if any, and
interest on such Note (including Additional Interest) on or after the respective
due dates expressed on such Note, or to bring suit for the enforcement of any
such payment on or after such respective dates, is absolute and unconditional
and shall not be impaired or affected without the consent of such Holder.

     SECTION 6.09 Collection Suit by Trustee.

          If an Event of Default in payment of principal, premium or interest
specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Issuer or any Guarantor for the whole amount of unpaid principal and
accrued interest remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate set forth in the Notes, and
such further amounts 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.

<PAGE>

                                      -75-

     SECTION 6.10 Trustee May File Proofs of Claim.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders allowed in any
judicial proceedings relative to the Issuer or any Guarantor, its creditors or
its property and shall be entitled and empowered to collect and receive any
monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian 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 under Section 7.07 hereof.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan or
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 proceedings.

     SECTION 6.11 Priorities.

          If the Trustee collects any money pursuant to this Article Six, it
shall pay out the money in the following order:

          FIRST:  to the Trustee for amounts due under Section 7.07;

          SECOND: to Holders for amounts due and unpaid on the Notes for
                  principal, premium, if any, and interest (including
                  Additional Interest, if any) as to each, ratably, without
                  preference or priority of any kind, according to the amounts
                  due and payable on the Notes; and

          THIRD:  to the Issuer or, to the extent the Trustee collects any
                  amount from any Guarantor, to such Guarantor.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.11.

     SECTION 6.12 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 in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the

<PAGE>

                                      -76-

costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10%
in aggregate principal amount of the Notes then outstanding.

                                  ARTICLE SEVEN

                                     TRUSTEE

     SECTION 7.01 Duties of Trustee.

          (a) If an Event of Default actually known to a Responsible Officer of
the Trustee has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent person would exercise or use under
the same circumstances in the conduct of such person's own affairs.

          (b) Except during the continuance of an Event of Default:

          (1) The Trustee need perform only those duties that are specifically
     set forth in this Indenture and no implied covenants or obligations shall
     be read into this Indenture.

          (2) In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture but, in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform on their face to the requirements of this Indenture (but need not
     confirm or investigate the accuracy of mathematical calculations, the
     accuracy of the signatures or other facts stated therein).

          (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

          (1) This paragraph does not limit the effect of paragraph (b) of this
     Section 7.01.

          (2) The Trustee shall not be liable for any error of judgment made in
     good faith, unless it is proved that the Trustee was negligent in
     ascertaining the pertinent facts.

<PAGE>

                                      -77-

          (3) The Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to the terms of Sections 6.04 and 6.05.

          (4) 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 rights, powers or duties if it shall have
     reasonable grounds for believing that repayment of such funds or adequate
     indemnity satisfactory to it against such risk or liability is not
     reasonably assured to it.

          (d) Whether or not therein expressly so provided, paragraphs (a), (b)
and (c) of this Section 7.01 shall govern every provision of this Indenture that
in any way relates to the Trustee; provided that the Trustee's conduct does not
constitute gross negligence or bad faith.

          (e) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Issuer or any
Guarantor. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by the law.

     SECTION 7.02 Rights of Trustee.

          Subject to Section 7.01:

          (1) The Trustee may rely on any document reasonably believed by it to
     be genuine and to have been signed or presented by the proper person. The
     Trustee need not investigate any fact or matter stated in the document.

          (2) Any request or direction of the Issuer mentioned herein shall be
     sufficiently evidenced by a Issuer Request and any resolution of the Board
     of Directors shall be sufficiently evidenced by a Board Resolution.

          (3) Before the Trustee acts or refrains from acting, it may require an
     Officers' Certificate or an Opinion of Counsel, or both, which shall
     conform in all material respects to the provisions of Section 11.05. The
     Trustee shall be protected and shall not be liable for any action it takes
     or omits to take in good faith in reliance on such certificate or opinion.

          (4) The Trustee may act through its attorneys and agents and shall not
     be responsible for the misconduct or negligence of any agent appointed by
     it with due care.

          (5) The Trustee shall not be liable for any action it takes or omits
     to take in good faith which it reasonably believes to be authorized or
     within its rights or powers.

          (6) The Trustee may consult with counsel of its selection, and the
     advice or opinion of such counsel as to matters of law shall be full and
     complete authorization and

<PAGE>

                                      -78-

     protection from liability in respect of any action taken, omitted or
     suffered by it hereunder in good faith and in accordance with the advice or
     opinion of such counsel.

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

          (8) The Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, coupon or other paper or document.

          (9) The Trustee shall not be deemed to have notice of any Event of
     Default unless a Responsible Officer of the Trustee has actual knowledge
     thereof or unless the Trustee shall have received written notice thereof at
     the Corporate Trust Office of the Trustee, and such notice references the
     Notes and this Indenture. As used herein, the term "actual knowledge" means
     the actual fact or statement of knowing, without any duty to make any
     investigation with regard thereto.

          (10) The Trustee shall not be required to give any bond or surety in
     respect of the performance of its powers and duties hereunder.

          (11) The Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request, order or
     direction of any of the Holders, pursuant to the provisions of this
     Indenture, unless such Holders shall have offered to the Trustee reasonable
     security or indemnity against any loss, liability or expense which may be
     incurred therein or thereby.

          (12) The Trustee shall not be responsible for any information
     contained in any notice provision provided to the Trustee by the Issuer for
     distribution to the Holders.

     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 make loans to, accept deposits from, perform
services for or otherwise deal with the either of the Issuer or any Guarantor,
or any Affiliates thereof, with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee, however, shall
be subject to Sections 7.10 and 7.11.

     SECTION 7.04 Trustee's Disclaimer.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes or any Note
Guarantee, it shall not be

<PAGE>

                                      -79-

accountable for the Issuer's or any Guarantor's use of the proceeds from the
sale of Notes or any money paid to the Issuer or any Guarantor pursuant to the
terms of this Indenture and it shall not be responsible for any statement in the
Notes, any Note Guarantee or this Indenture other than the Trustee's certificate
of authentication.

     SECTION 7.05 Notice of Defaults.

          If a Default occurs and is continuing and if the Trustee has actual
knowledge of such default, the Trustee shall mail to each Holder notice of the
Default within 90 days after it occurs. Except in the case of a Default in
payment of the principal of, or premium, if any, or interest on any Note or a
default in the observance or performance of any of the obligations of the Issuer
under Article Five, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the best interest of the Holders.

     SECTION 7.06 Reports by Trustee to Holders.

          If required by TIA (S) 313(a), within 90 days after December 31 of any
year, commencing December 31, 2001 the Trustee shall mail to each Holder a brief
report dated as of such December 31 that complies with TIA (S) 313(a). The
Trustee also shall comply with TIA (S) 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA (S) 313(c) and TIA (S) 313(d).

          Reports pursuant to this Section 7.06 shall be transmitted by mail:

          (1) to all Holders of Notes, as the names and addresses of such
     Holders appear on the Registrar's books; and

          (2) to such Holders of Notes as have, within the two years preceding
     such transmission, filed their names and addresses with the Trustee for
     that purpose.

          A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange on which the Notes are listed. The
Issuer shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

     SECTION 7.07 Compensation and Indemnity.

          The Issuer and any Guarantors shall pay to the Trustee and each Agent
from time to time reasonable compensation for its services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Issuer and any Guarantors
shall reimburse the Trustee and each Agent upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

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                                      -80-

          The Issuer and any Guarantors shall indemnify each of the Trustee and
any predecessor Trustee and each Agent for, and hold each of them harmless
against, any and all loss, damage, claim, liability or expense, including
without limitation taxes (other than taxes based on the income of the Trustee or
such Agent) and reasonable attorneys' fees and expenses incurred by each of them
in connection with the acceptance or performance of its duties under this
Indenture including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder (including, without limitation, settlement
costs). The Issuer and any Guarantor need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld. The
Trustee or Agent, as the case may be, shall notify the Issuer and any Guarantors
in writing promptly of any claim asserted against the Trustee or such Agent for
which it may seek indemnity. However, the failure by the Trustee or such Agent
to so notify the Issuer and any Guarantors shall not relieve the Issuer and any
Guarantors of their obligations hereunder.

          Notwithstanding the foregoing, the Issuer and any Guarantors need not
reimburse the Trustee or any Agent for any expense or indemnify it against any
loss or liability incurred by the Trustee or such Agent, as the case may be,
resulting from its own negligence, willful misconduct or bad faith. To secure
the payment obligations of the Issuer and any Guarantors in this Section 7.07,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee except such money or property held in trust to pay
principal of and interest on particular Notes. The obligations of the Issuer and
any Guarantors under this Section 7.07 to compensate and indemnify the Trustee
and each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Issuer and any Guarantors and shall survive the
resignation or removal of the Trustee and the satisfaction, discharge or other
termination of this Indenture, including any termination or rejection hereof
under any Bankruptcy Law.

          When the Trustee incurs expenses (including reasonable fees and
expenses of its Agents and counsel) or renders services after an Event of
Default specified in clause (7) or (8) of Section 6.01 hereof occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

          For purposes of this Section 7.07, the term "Trustee" shall include
any trustee appointed pursuant to Article Nine.

     SECTION 7.08 Replacement of Trustee.

          The Trustee may resign by so notifying the Issuer and any Guarantors
in writing. The Holders of a majority in principal amount of the outstanding
Notes may remove the Trustee by notifying the Issuer and the removed Trustee in
writing and may appoint a successor Trustee with the Issuer's written consent,
which consent shall not be unreasonably withheld. The Issuer may remove the
Trustee at its election if:

          (1) the Trustee fails to comply with Section 7.10 hereof;

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                                      -81-

          (2) the Trustee is adjudged a bankrupt or an insolvent;

          (3) a receiver or other public officer takes charge of the Trustee or
     its property; or

          (4) the Trustee otherwise becomes incapable of performing its duties
     hereunder.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuer shall notify the Holders of such
event and shall promptly appoint a successor Trustee. Within one year after such
successor Trustee takes office, the Holders of a majority in aggregate principal
amount of the Notes then outstanding may appoint a successor Trustee to replace
such successor Trustee appointed by the Issuer.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of a majority in principal amount of the outstanding Notes may petition
any court of competent jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07, transfer all property held by it as Trustee to the successor Trustee, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its succession to
each Holder. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Issuer's and any Guarantor's obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee.

     SECTION 7.09 Successor Trustee by Consolidation, Merger, Etc.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

     SECTION 7.10 Eligibility; Disqualification.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1) and (2) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $100,000,000 as set forth in the most recent applicable

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                                      -82-

published annual report of condition. The Trustee shall comply with TIA (S)
310(b), including the provision in (S) 310(b)(1).

     SECTION 7.11 Preferential Collection of Claims Against Issuer.

          The Trustee shall comply with TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311 (a) to the extent indicated therein.

     SECTION 7.12 Paying Agents.

          The Issuer shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

          (1) that it shall hold all sums held by it as agent for the payment of
     principal of, or premium, if any, or interest on, the Notes (whether such
     sums have been paid to it by the Issuer, any Guarantor or by any other
     obligor on the Notes) in trust for the benefit of Holders of the Notes or
     the Trustee;

          (2) that it shall at any time during the continuance of any Event of
     Default, upon written request from the Trustee, deliver to the Trustee all
     sums so held in trust by it together with a full accounting thereof; and

          (3) that it shall give the Trustee written notice within three
     Business Days of any failure of the Issuer, any Guarantor or by any obligor
     on the Notes in the payment of any installment of the principal of,
     premium, if any, or interest on, the Notes when the same shall be due and
     payable.

                                  ARTICLE EIGHT

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 8.01 Without Consent of Holders.

          The Issuer and any Guarantors, when authorized by a Board Resolution
of each of them, and the Trustee, when an Officers' Certificate is provided
stating that such amendment or supplement complies with the provisions of this
Section 8.01, may amend, waive or supplement this Indenture or the Notes without
notice to or consent of any Holder:

          (1) to comply with Section 5.01;

          (2) to provide for uncertificated Notes in addition to or in place of
     certificated Notes;

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                                      -83-

          (3) [Reserved];

          (4) to cure any ambiguity, defect or inconsistency;

          (5) to release any Guarantor from any of its obligations under its
     Note Guarantee or this Indenture (to the extent permitted by this
     Indenture);

          (6) to provide for the issuance of the Exchange Notes or the Private
     Exchange Notes in accordance with Section 2.01 in a manner that does not
     adversely affect the rights of any Holder;

          (7) to provide for the assumption of the Issuer's obligations to
     Holders in the case of a merger or acquisition in accordance with the terms
     of this Indenture;

          (8) to make any other change that does not materially adversely affect
     the rights of any Holders hereunder; or

          (9) [Reserved].

          The Trustee is hereby authorized to join with the Issuer and any
Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
adversely affects its own rights, duties or immunities under this Indenture.

     SECTION 8.02 With Consent of Holders.

          The Issuer (when authorized by a Board Resolution) and any Guarantors
(when authorized by a Board Resolution) may, subject to Section 8.06, direct the
Trustee to modify or supplement this Indenture, the Note Guarantees and/or the
Notes with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Notes, provided that:

          (a) no such amendment may, without the consent of the Holders of
     two-thirds in aggregate principal amount of Notes then outstanding, amend
     the obligation of the Issuer under Section 4.15 or the related definitions
     that could adversely affect the rights of any Holder;

          The Holders of not less than a majority in aggregate principal amount
     of the outstanding Notes may waive compliance in a particular instance by
     the Issuer or any Guarantor with any provision of this Indenture or the
     Notes. Subject to Section 8.04 hereof, without the consent of each Holder
     affected, however, an amendment, supplement or waiver, including a waiver
     pursuant to Section 6.04, may not:

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                                      -84-

          (b) without the consent of each Holder affected, the Issuer and the
     Trustee may not:

               (1) change the maturity of any Note;

               (2) reduce the amount, extend the due date or otherwise affect
          the terms of any scheduled payment of interest on or principal of the
          Notes;

               (3) reduce any premium payable upon optional redemption of the
          Notes, change the date on which any Notes are subject to redemption or
          otherwise alter the provisions with respect to the redemption of the
          Notes;

               (4) make any Note payable in money or currency other than that
          stated in the Notes;

               (5) modify or change any provision of this Indenture or the
          related definitions to affect the ranking of the Notes or any Note
          Guarantee in a manner that adversely affects the Holders;

               (6) reduce the percentage of Holders necessary to consent to an
          amendment or waiver to this Indenture or the Notes;

               (7) impair the rights of Holders to receive payments of principal
          of or interest on the Notes;

               (8) release any Guarantor that is a Significant Subsidiary from
          any of its obligations under its Note Guarantee or this Indenture,
          except as permitted by this Indenture; or

               (9) make any change in these amendment and waiver provisions.

          After an amendment, supplement or waiver under this Section 8.02
becomes effective, the Issuer shall mail to the Holders a notice briefly
describing the amendment, supplement or waiver.

          Upon the written request of the Issuer, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Holders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06, the Trustee shall join with
the Issuer and any Guarantors in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

<PAGE>

                                      -85-

          It shall not be necessary for the consent of the Holders under this
Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

     SECTION 8.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes shall
comply with the TIA as then in effect.

     SECTION 8.04 Revocation and Effect of Consents.

          Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder is a continuing consent conclusive and
binding upon such Holder and every subsequent Holder of the same Note or portion
thereof, and of any Note issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any
such Note. Any such Holder or subsequent Holder, however, may revoke the consent
as to his Note or portion of a Note, if the Trustee receives the written notice
of revocation before the date the amendment, supplement, waiver or other action
becomes effective.

          The Issuer 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
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date unless the consent of the requisite number of Holders has
been obtained.

          An amendment, supplement, waiver or other action becomes effective in
accordance with its terms and thereafter shall bind every Holder, unless it
makes a change described in any of clauses (1) through (9) of Section 8.02(b).
In that case the amendment, supplement, waiver or other action shall bind each
Holder who has consented to it and every subsequent Holder or portion of a Note
that evidences the same debt as the consenting Holder's Note.

     SECTION 8.05 Notation on or Exchange of Notes.

          If an amendment, supplement, or waiver changes the terms of a Note,
the Trustee (in accordance with the specific written direction of the Issuer)
shall request the Holder of the Note (in accordance with the specific written
direction of the Issuer) to deliver it to the Trustee. In such case, the Trustee
shall at the expense of the Issuer place an appropriate notation on the Note
about the changed terms and return it to the Holder. Alternatively, if the
Issuer or the Trustee so determines, the Issuer in exchange for the Note shall
issue, any Guarantors shall endorse and the Trustee shall authenticate a new
Note that reflects the changed terms. Failure to

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                                      -86-

make the appropriate notation or issue a new Note shall not affect the validity
and effect of such amendment, supplement or waiver.

     SECTION 8.06 Trustee To Sign Amendments, Etc.

          The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article Eight if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Sections 7.01 and 7.02, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 11.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Issuer and any Guarantors,
enforceable against the Issuer and any Guarantors in accordance with its terms
(subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

     SECTION 9.01 Discharge of Indenture.

          The Issuer may terminate its obligations under the Notes and this
Indenture as well as the obligations of any Guarantors under their respective
Note Guarantees, except those obligations referred to in the penultimate
paragraph of this Section 9.01 if:

          (1) all the Notes that have been authenticated and delivered (except
     lost, stolen or destroyed Notes which have been replaced or paid and Notes
     for whose payment money has been deposited in trust or segregated and held
     in trust by the Issuer and thereafter repaid to the Issuer or discharged
     from this trust) have been delivered to the Trustee for cancellation, or

          (2) (a) all Notes not delivered to the Trustee for cancellation
     otherwise have become due and payable or have been called for redemption
     pursuant to Section 3.07 and the Issuer has irrevocably deposited or caused
     to be deposited with the Trustee trust funds in trust in an amount of money
     sufficient to pay and discharge the entire Indebtedness (including all
     principal and accrued interest) on the Notes not theretofore delivered to
     the Trustee for cancellation, and

               (b) the Issuer has delivered irrevocable instructions to the
     Trustee to apply the deposited money toward the payment of the Notes at
     maturity or on the date of redemption, as the case may be.

<PAGE>

                                      -87-

          Notwithstanding the first paragraph of this Section 9.01, the Issuer's
obligations in Sections 2.06, 2.07, 2.08, 2.09, 4.16, 7.07, 9.05 and 9.06 shall
survive until the Notes are no longer outstanding pursuant to the last paragraph
of Section 2.09. After the Notes are no longer outstanding, the Issuer's
obligations in Section 7.07, 9.05 and 9.06 shall survive.

          After such delivery or irrevocable deposit, the Trustee upon written
request of the Issuer shall acknowledge in writing the discharge of the Issuer's
and each Guarantor's obligations under the Notes, the Note Guarantees and this
Indenture, as the case may be, except for those surviving obligations specified
above.

     SECTION 9.02 Legal Defeasance.

          The Issuer may at its option at any time, by Board Resolution of the
Issuer, be discharged from its obligations with respect to the Notes and any
Guarantors discharged from their obligations under their respective Note
Guarantees on the date the conditions set forth in Section 9.04 are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, "Legal Defeasance" means
that the Issuer and any Guarantors shall be deemed to have paid and discharged
the entire Indebtedness represented by the Notes and the Note Guarantees, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
9.08 and the other Sections of this Indenture referred to in clauses (A) and (B)
below, and to have satisfied all of its other obligations under such Notes, such
Note Guarantees and this Indenture, as the case may be, insofar as such Notes
are concerned (and the Trustee, at the expense of the Issuer, shall, subject to
Section 9.06 hereof, execute instruments in form and substance reasonably
satisfactory to the Trustee and the Issuer acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Notes to receive solely from
the trust funds described in Section 9.04, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest
on such Notes when such payments are due, (B) the Issuer's obligations with
respect to such Notes under Sections 2.04, 2.05, 2.07 and 2.11, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder (including claims
of, or payments to, the Trustee pursuant to Section 7.07) and (D) this Article
Nine. Subject to compliance with this Article Nine, the Issuer may exercise its
option under this Section 9.02 with respect to the Notes notwithstanding the
prior exercise of its option under Section 9.03 with respect to the Notes.

     SECTION 9.03 Covenant Defeasance.

          At the option of the Issuer, pursuant to a Board Resolution of the
Issuer, the Issuer and any Guarantors shall be released from their respective
obligations under Sections 4.02 (except for obligations mandated by the TIA),
4.06 through 4.13, inclusive, and 4.15 and clause (a)(iii) of Section 5.01 with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 9.04 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it

<PAGE>

                                      -88-

being understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, "Covenant Defeasance" means that the Issuer and any
Guarantors may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section or portion
thereof, whether directly or indirectly by reason of any reference elsewhere
herein to any such specified Section or portion thereof or by reason of any
reference in any such specified Section or portion thereof to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under clause (3) or (4) of Section
6.01, but, except as specified above, the remainder of this Indenture and the
Notes shall be unaffected thereby. If the funds deposited with the Trustee to
effect Covenant Defeasance are insufficient to pay all remaining principal and
interest on the Notes when due, the Issuer's obligations and the obligations of
the Guarantors under the Indenture will be reinstated and no such Covenant
Defeasance shall be deemed to have occurred.

     SECTION 9.04 Conditions to Legal Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of Section 9.02
or Section 9.03 hereof to the outstanding Notes:

          (1) the Issuer must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders, U.S. legal tender, U.S. Government
     Obligations or a combination thereof, in such amounts as shall be
     sufficient (without reinvestment) in the opinion of a nationally recognized
     firm of independent public accountants selected by the Issuer, to pay the
     principal of and interest on the Notes on the stated date for payment or on
     the redemption date of the principal or installment of principal of or
     interest on the Notes, and the Holders must have a valid, perfected,
     exclusive security interest in such trust,

          (2) in the case of Legal Defeasance, Section 9.02, the Issuer shall
     have delivered to the Trustee an opinion of counsel in the United States
     reasonably acceptable to the Trustee confirming that:

               (a) the Issuer has received from, or there has been published by
          the Internal Revenue Service, a ruling, or

               (b) since the date of this Indenture, there has been a change in
          the applicable U.S. federal income tax law,

     in either case to the effect that, and based thereon this opinion of
     counsel shall confirm that, the Holders shall not recognize income, gain or
     loss for U.S. federal income tax purposes as a result of the Legal
     Defeasance and shall be subject to U.S. federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such Legal Defeasance had not occurred,

          (3) in the case of Covenant Defeasance, Section 9.03, the Issuer shall
     have delivered to the Trustee an opinion of counsel in the United States
     reasonably acceptable

<PAGE>

                                      -89-

     to the Trustee confirming that the Holders shall not recognize income, gain
     or loss for U.S. federal income tax purposes as a result of such Covenant
     Defeasance and shall be subject to U.S. federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if the Covenant Defeasance had not occurred,

          (4) no Default shall have occurred and be continuing on the date of
     such deposit (other than a Default resulting from the borrowing of funds to
     be applied to such deposit and the grant of any Lien securing such
     borrowing) or, in so far as Section 6.01(7) or Section 6.01(8) hereof is
     concerned, at any time in the period ending on the 91st day after the date
     of such deposit (it being understood that this condition shall not be
     deemed satisfied until the expiration of such period),

          (5) the Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under this Indenture or any
     other material agreement or instrument to which the Issuer or any of its
     Subsidiaries is a party or by which the Issuer or any of its Subsidiaries
     is bound,

          (6) the Issuer shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by it with the intent of
     preferring the Holders over any other of its creditors or with the intent
     of defeating, hindering, delaying or defrauding any other of its creditors
     or others, and

          (7) the Issuer shall have delivered to the Trustee an Officers'
     Certificate and an opinion of counsel, each stating that the conditions
     provided for in, in the case of the Officers' Certificate, clauses (1)
     through (6) and, in the case of the opinion of counsel, clauses (1) (with
     respect to the validity and perfection of the security interest), (2)
     and/or (3) and (5) of this paragraph have been complied with.

     SECTION 9.05 Deposited Money and U.S. Government Obligations To Be Held in
                  Trust; Other Miscellaneous Provisions.

          All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

          The Issuer and any Guarantors shall (on a joint and several basis) 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 Section
9.04 or the principal, premium, if any, 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 the outstanding Notes.

<PAGE>

                                      -90-

          Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon a Company
Request any money or U.S. Government Obligations held by it as provided in
Section 9.04 which, in the opinion of a nationally-recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

     SECTION 9.06 Reinstatement.

          If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article Nine 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 Issuer's and each Guarantor's obligations under this Indenture,
the Notes and the Note Guarantees, as the case may be, shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Nine until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance this Article Nine; provided that if
the Issuer or any Guarantors have made any payment of principal of, premium, if
any, or accrued interest on any Notes because of the reinstatement of their
obligations, the Issuer or such Guarantor, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations, as the case may be, held by the
Trustee or Paying Agent.

     SECTION 9.07 Moneys Held by Paying Agent.

          In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Issuer, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.04 hereof, to the
Issuer upon a Company Request (or, if such moneys had been deposited by any
Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

     SECTION 9.08 Moneys Held by Trustee.

          Any moneys deposited with the Trustee or any Paying Agent or then held
by the Issuer or any Guarantor in trust for the payment of the principal of, or
premium, if any, or interest on any Note that are not applied but remain
unclaimed by the Holder of such Note for two years after the date upon which the
principal of, or premium, if any, or interest on such Note shall have
respectively become due and payable, shall be repaid to the Issuer (or, if
appropriate, any Guarantor) upon a Company Request, or if such moneys are then
held by the Issuer or any Guarantor in trust, such moneys shall be released from
such trust; and the Holder of such Note entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Issuer and any
Guarantors for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided
that the Trustee or any such Paying Agent, before being required to make any
such repayment, may, at the

<PAGE>

                                      -91-

expense of the Issuer and any Guarantors, either mail to each Holder affected,
at the address shown in the register of the Notes maintained by the Registrar
pursuant to Section 2.04 hereof, or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing or publication, any unclaimed balance of such moneys then remaining
shall be repaid to the Issuer. After payment to the Issuer or any Guarantor or
the release of any money held in trust by the Issuer or any Guarantor, as the
case may be, Holders entitled to the money must look only to the Issuer and any
Guarantors for payment as general creditors unless applicable abandoned property
law designates another Person.

                                   ARTICLE TEN

                               GUARANTEE OF NOTES

     SECTION 10.01 Note Guarantee.

          Subject to the provisions of this Article Ten each Guarantor hereby
jointly and severally unconditionally guarantees, on a senior unsecured basis,
to each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors, irrespective of (i) the validity and enforceability
of this Indenture, the Notes or the obligations of the Issuer or any other
Guarantors to the Holders or the Trustee hereunder or thereunder or (ii) the
absence of any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or default of a Guarantor,
that: (a) the principal of, premium, if any, interest and Additional Interest,
if any, on and any Additional Amounts, if any, with respect to the Notes shall
be duly and punctually paid in full when due, whether at maturity, by
acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest or Additional Interest, if any, on or
Additional Amounts, if any, with respect to the Notes and all other obligations
of the Issuer or any Guarantor to the Holders or the Trustee hereunder or
thereunder (including amounts due the Trustee under Section 7.07) and all other
obligations under this Indenture or the Notes shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed, or failing performance of any other obligation of the Issuer to
the Holders, for whatever reason, each Guarantor shall be obligated to pay, or
to perform or cause the performance of, the same immediately. An Event of
Default under this Indenture or the Notes shall constitute an event of default
under this Note Guarantee, and shall entitle the Holders of Notes or the Trustee
to accelerate the obligations of the Guarantors hereunder in the same manner and
to the same extent as the obligations of the Issuer.

<PAGE>

                                      -92-

          Each Guarantor, by execution of the Note Guarantee, agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of this Indenture or the Notes, the absence of any
action to enforce the same, any waiver or consent by any Holder with respect to
any provisions hereof or thereof, any release of any other Guarantor, the
recovery of any judgment against the Issuer, any action to enforce the same,
whether or not a Note Guarantee is affixed to any particular Note, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each Guarantor, by execution of the Note Guarantee,
waives the benefit of diligence, presentment, demand for payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuer, any
right to require a proceeding first against the Issuer, protest, notice and all
demands whatsoever and covenant that such Note Guarantee shall not be discharged
except by complete performance of the obligations contained in the Notes, this
Indenture and such Note Guarantee. The Note Guarantee is a guarantee of payment
and not of collection. If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer or to any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Issuer
or such Guarantor, any amount paid by the Issuer or such Guarantor to the
Trustee or such Holder, the Note Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor further
agrees that, as between it, on the one hand, and the Holders and the Trustee, on
the other hand, (a) subject to this Article Ten, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six hereof for the
purposes of the Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such obligations
as provided in Article Six hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the
purpose of such Note Guarantee.

          The Note Guarantee shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Issuer for
liquidation or reorganization, should the Issuer become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Issuer's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes are
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes, whether as a "voidable
preference," "fraudulent transfer" or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Notes shall, to the
fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

          No shareholder, officer, director, employee or incorporator, past,
present or future, or any Guarantor, as such, shall have any personal liability
under this Note Guarantee by reason of his, her or its status as such
shareholder, officer, director, employee or incorporator.

<PAGE>

                                      -93-

     SECTION 10.02 Execution and Delivery of Note Guarantee.

          To further evidence the Note Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a notation of such Note Guarantee,
substantially in the form included in Exhibit F hereto, shall be endorsed on
each Note authenticated and delivered by the Trustee after this Article Ten with
respect to such Guarantor becomes effective in accordance with Section 10.04 and
such Note Guarantee shall be executed by either manual or facsimile signature of
an Officer of each Guarantor. The validity and enforceability of any Note
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

          Each of the Guarantors hereby agrees that its Note Guarantee set forth
in Section 10.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

          If an Officer of a Guarantor whose signature is on this Indenture or a
Note Guarantee no longer holds that office at the time the Trustee authenticate
the Note on which such Note Guarantee is endorsed or at any time thereafter,
such Guarantor's Note Guarantee of such Note shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Note Guarantee set forth
in this Indenture on behalf of the Guarantor.

     SECTION 10.03 Limitation of Note Guarantee.

          The obligations of each Guarantor are limited to the maximum amount as
shall, after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Note Guarantee or pursuant to its contribution obligations
under this Indenture, result in the obligations of such Guarantor under the Note
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law. Each Guarantor that makes a payment or distribution under
a Note Guarantee shall be entitled to a contribution from each other Guarantor
in a pro rata amount based on the net assets of each Guarantor, determined in
accordance with GAAP.

     SECTION 10.04 Additional Guarantors.

          If, after the Issue Date, any Restricted Subsidiary shall become a
guarantor or a borrower under the Credit Agreement, the Issuer shall cause such
Restricted Subsidiary to:

          (1) execute and deliver to the Trustee (a) a supplemental indenture in
     form and substance satisfactory to the Trustee pursuant to which such
     Restricted Subsidiary shall unconditionally guarantee all of the Issuer's
     obligations under the Notes and this Indenture and (b) a notation of
     guarantee in respect of its Note Guarantee; and

<PAGE>

                                      -94-

          (2) deliver to the Trustee one or more opinions of counsel that such
     supplemental indenture (a) has been duly authorized, executed and delivered
     by such Restricted Subsidiary and (b) constitutes a valid and legally
     binding obligation of such Restricted Subsidiary in accordance with its
     terms.

     SECTION 10.05 Release of Guarantor.

          A Guarantor shall be released from all of its obligations under its
Note Guarantee if:

          (i) the Guarantor has sold all of its assets or the Issuer and its
     Restricted Subsidiaries have sold all of the Equity Interests of the
     Guarantor owned by them, in each case in a transaction in compliance with
     the terms of this Indenture (including Sections 4.10 and 5.01);

          (ii) the Guarantor merges with or into or consolidates with, or
     transfers all or substantially all of its assets to, the Issuer or another
     Guarantor in a transaction in compliance with Section 5.01; or

          (iii) the Guarantor is designated an Unrestricted Subsidiary in
     compliance with the terms of this Indenture;

and in each such case, the Guarantor has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

          If all of the conditions to release contained in this Section 10.05
have been satisfied, the Trustee shall execute any documents reasonably
requested by the Issuer or any Guarantor in order to evidence the release of
such Guarantor from its obligations under its Note Guarantee endorsed on the
Notes and under this Article Ten.

     SECTION 10.06 Waiver of Subrogation.

          Each Guarantor, by execution of its Note Guarantee, waives to the
extent permitted by law any claim or other rights which it may now or hereafter
acquire against the Issuer that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under such Note Guarantee and
this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Issuer, 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 Issuer,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment on account of such claim or other rights. If any amount shall be
paid to any Guarantor in violation of the preceding sentence and the Notes shall
not have been

<PAGE>

                                      -95-

paid in full, such amount shall have been deemed to have been paid to such
Guarantor for the benefit of, and held in trust for the benefit of, the Holders
of the Notes, and shall forthwith be paid to the Trustee for the benefit of such
Holders to be credited and applied upon the Notes, whether matured or unmatured,
in accordance with the terms of this Indenture. Each Guarantor, by execution of
its Note Guarantee, shall acknowledge that it shall receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 10.06 is knowingly made in contemplation of
such benefits.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

     SECTION 11.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

     SECTION 11.02 Notices.

          Except for notice or communications to Holders, any notice or
communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class
mail, postage prepaid, addressed as follows:

          If to the Issuer or any Guarantor:

               IPSCO INC.
               650 Warrenville Road
               Suite 500
               Lisle, Illinois 60532

               Attention: Chief Financial Officer

               Fax Number: (630) 810-4602

with, in the case of any notice furnished pursuant to Article Six hereof, a copy
to:

               MacPherson Leslie & Tyerman LLP
               1500, 1874 Scarth Street
               Regina, Saskatchewan
               S4P 4E9

               Attention: Aaron D. Runge

<PAGE>

                                      -96-

               Fax Number: (306) 352-5250

                         and

               Kirkland & Ellis
               200 East Randolph Drive
               Chicago, Illinois 60601

               Attention: Carter Emerson

               Fax Number: (312) 861-2200

          If to the Trustee:

               WELLS FARGO BANK MINNESOTA, N.A.
               MAC N9303-110
               6th & Marquette Avenue
               Minneapolis, Minnesota 55479

               Attention: Wells Fargo Corporate Trust Services
                          Michael G. Slade, Corporate Trust Officer

               Fax Number: (612) 667-2160

          Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

          The Issuer, any Guarantor or the Trustee by written 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 him
by first-class mail, postage prepaid, at his address shown on the register kept
by the Registrar.

          Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication to a Holder is mailed in the manner provided above, it shall be
deemed duly given, whether or not the addressee receives it.

          In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

<PAGE>

                                      -97-

     SECTION 11.03 Communications by Holders with Other Holders.

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

     SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuer or any Guarantor to the
Trustee to take any action under this Indenture, the Issuer or such Guarantor
shall furnish to the Trustee:

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 11.05) stating that, in the opinion of the signers, all
     conditions precedent, if any, provided for in this Indenture relating to
     the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 11.05) stating that, in the opinion of such counsel, all
     such conditions precedent have been complied with.

     SECTION 11.05 Statements Required in Certificate and Opinion.

          Each certificate and opinion with respect to compliance by or on
behalf of the Issuer or any Guarantor with a condition or covenant provided for
in this Indenture shall include:

          (1) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

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

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

          (4) a statement as to whether or not, in the opinion of such Person,
     such covenant or condition has been complied with.

     SECTION 11.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or meetings of
Holders. The Registrar and Paying Agent may make reasonable rules for their
functions.

<PAGE>

                                      -98-

     SECTION 11.07 [Reserved].

     SECTION 11.08 Governing Law.

          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     SECTION 11.09 Agent for Service; Submission to Jurisdiction; Waiver of
                   Immunities.

          By the execution and delivery of this Indenture, each of the Issuer
and each Guarantor (i) acknowledges that it has, by separate written instrument,
designated and appointed CT Corporation System as its authorized agent upon
which process may be served in any suit, action or proceeding arising out of or
relating to the Notes or this Indenture that may be instituted in any Federal or
State court in the State of New York, Borough of Manhattan, or brought under
Federal or State securities laws or brought by the Trustee (whether in its
individual capacity or in its capacity as Trustee hereunder), and acknowledges
that CT Corporation System has accepted such designation, (ii) submits to the
jurisdiction of any such court in any such suit, action or proceeding, and (iii)
agrees that service of process upon CT Corporation System and written notice of
said service to it (mailed or delivered to its Executive Director at its
principal office as specified in Section 11.02 hereof), shall be deemed in every
respect effective service of process upon it in any such suit or proceeding. The
Issuer and each Guarantor further agree to take any and all action, including
the execution and filing of any and all such documents and instruments as may be
necessary to continue such designation and appointment of CT Corporation System,
in full force and effect so long as this Indenture shall be in full force and
effect; provided that the Issuer may and shall (to the extent CT Corporation
System ceases to be able to be served on the basis contemplated herein), by
written notice to the Trustee, designate such additional or alternative agent
for service of process under this Section 11.09 that (i) maintains an office
located in the Borough of Manhattan, The City of New York in the State of New
York, (ii) is either (x) counsel for the Issuer or (y) a corporate service
company which acts as agent for service of process for other Persons in the
ordinary course of its business and (iii) agrees to act as agent for service of
process in accordance with this Section 11.09. Such notice shall identify the
name of such agent for process and the address of such agent for process in the
Borough of Manhattan, The City of New York, State of New York. Upon the request
of any Holder, the Trustee shall deliver such information to such Holder.
Notwithstanding the foregoing, there shall, at all times, be at least one agent
for service of process for the Issuer and any Guarantors, if any, appointed and
acting in accordance with this Section 11.09.

<PAGE>

                                      -99-

          To the extent that the Issuer or any Guarantor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, the Issuer and such Guarantor hereby irrevocably waives such immunity
in respect of its obligations under this Indenture and the Securities, to the
extent permitted by law.

     SECTION 11.10 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Issuer or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

     SECTION 11.11 No Recourse Against Others.

          No recourse for the payment of the principal of or premium, if any, or
interest, including Additional 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 Issuer or any Guarantor in this
Indenture or in any supplemental indenture, or in any of the Notes, or because
of the creation of any Indebtedness represented thereby, shall be had against
any stockholder, officer, director or employee, as such, past, present or
future, of the Issuer or any Guarantor or of any successor corporation or
against the property or assets of any such stockholder, officer, employee or
director, either directly or through the Issuer or any Guarantor, or any
successor corporation thereof, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the Notes are solely
obligations of the Issuer and the Guarantors, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, any
shareholder, officer, employee or director of the Issuer or any Guarantor, or
any successor corporation thereof, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or the Notes or implied therefrom, and
that any and all such personal liability of, and any and all claims against
every stockholder, officer, employee and director, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of the Notes. It is understood that this
limitation on recourse is made expressly for the benefit of any such
shareholder, employee, officer or director and may be enforced by any of them.

     SECTION 11.12 Successors.

          All agreements of the Issuer and any Guarantors in this Indenture and
the Notes shall bind their respective successors. All agreements of the Trustee,
any additional trustee and any Paying Agents in this Indenture shall bind its
successor.

<PAGE>

                                      -100-

     SECTION 11.13 Multiple Counterparts.

          The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

     SECTION 11.14 Table of Contents, Headings, Etc.

          The table of contents, cross-reference sheet 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 or provisions hereof.

     SECTION 11.15 Separability.

          Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or 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 11.16 Judgment Currency.

          The Issuer and each of the Guarantors, jointly and severally, each
agree to indemnify each Holder against any loss incurred by such party as a
result of any judgment or order being given or made for any amount due under
this Indenture and such judgment or order being expressed and paid in a currency
(the "Judgment Currency") other than United States dollars and as a result of
any variation as between (i) the rate of exchange at which the United States
dollar amount is converted into the Judgment Currency for the purpose of such
judgment or order and (ii) the spot rate of exchange in The City of New York at
which such party on the date of payment of such judgment or order is able to
purchase United States dollars with the amount of the Judgment Currency actually
received by such party. The foregoing indemnity shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid. The term "spot
rate of exchange" shall include any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, United States dollars.

                  [Remainder of page intentionally left blank]

<PAGE>

                                      S-1

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

                                  The Issuer:

                                  IPSCO INC.


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Vice President and Chief Financial
                                             Officer


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President, General Counsel and
                                             Corporate Secretary


                                  The Guarantors:

                                  IPSCO STEEL (ALABAMA) INC.
                                  IPSCO MINNESOTA INC.
                                  IPSCO TUBULARS INC.
                                  IPSCO TEXAS INC.
                                  IPSCO STEEL INC.


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President


                                  IPSCO INVESTMENTS INC.


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President

<PAGE>

                                      S-2

                                  IPSCO ENTERPRISES INC.


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President


                                  IPSCO ONTARIO INC.


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Vice President and Treasurer


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President


                                  IPSCO RECYCLING INC.


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Chairman, President and Chief
                                             Executive Officer


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President


                                  IPSCO SASKATCHEWAN INC.


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Vice President

<PAGE>

                                      S-3


                                  By: /s/ John Comrie
                                      ------------------------------------------
                                      Name:  John Comrie
                                      Title: Secretary


                                  IPSCO ALABAMA LTD.

                                  By: IPSCO STEEL (ALABAMA) INC.,
                                      its general partner


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Treasurer

<PAGE>

                                  WELLS FARG0 BANK MINNESOTA, N.A.,
                                  as Trustee


                                  By: /s/ Michael G. Slade
                                      ------------------------------------------
                                      Name:  Michael G. Slade
                                      Title: Corporate Trust Officer

                                   Indenture