<PAGE>
                                                                     Exhibit 4.2

                             SOLECTRON CORPORATION,

                                    as Issuer


                                       TO



            STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.,

                                   as Trustee



                          FIRST SUPPLEMENTAL INDENTURE


                          Dated as of February 6, 2002
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                                TABLE OF CONTENTS

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ARTICLE I DEFINITIONS...........................................................................1

SECTION 1.1           Definition of Terms.......................................................1

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES....................................22

SECTION 2.1           Designation, Principal Amount and Authorized Denomination................22
SECTION 2.2           Maturity.................................................................22
SECTION 2.3           Form and Payment.........................................................22
SECTION 2.4           Global Notes.............................................................23
SECTION 2.5           Interest.................................................................23

ARTICLE III REDEMPTION.........................................................................24

SECTION 3.1           Optional Redemption......................................................24
SECTION 3.2           Offer to Purchase by Application of Excess Proceeds......................24

ARTICLE IV COVENANTS...........................................................................26

SECTION 4.1           Restricted Payments......................................................26
SECTION 4.2           Incurrence of Indebtedness and Issuance of Preferred Stock...............30
SECTION 4.3           Dividend and Other Payment Restrictions Affecting
                          Restricted Subsidiaries..............................................34
SECTION 4.4           Designation of Restricted and Unrestricted Subsidiaries..................36
SECTION 4.5           Transactions with Affiliates.............................................36
SECTION 4.6           Limitations on Issuances of Guarantees of Indebtedness...................37
SECTION 4.7           Liens....................................................................38
SECTION 4.8           Sale and Leaseback Transactions..........................................38
SECTION 4.9           Merger, Consolidation or Sale of Assets..................................39
SECTION 4.10          Payments for Consent.....................................................40
SECTION 4.11          Reports..................................................................40
SECTION 4.12          Change of Control........................................................40
SECTION 4.13          Asset Sales..............................................................42
SECTION 4.14          Fall-Away Event..........................................................44

ARTICLE V LEGAL DEFEASANCE AND COVENANT DEFEASANCE.............................................44

SECTION 5.1           Option to Effect Legal Defeasance or Covenant Defeasance.................44
SECTION 5.2           Legal Defeasance and Discharge...........................................45
SECTION 5.3           Covenant Defeasance......................................................45
SECTION 5.4           Conditions to Legal or Covenant Defeasance...............................46
SECTION 5.5           Deposited Money and Government Securities to be Held in Trust;
                          Other Miscellaneous Provisions.......................................47
SECTION 5.6           Repayment to the Company.................................................47
SECTION 5.7           Reinstatement............................................................48

ARTICLE VI DEFAULTS AND REMEDIES...............................................................48

SECTION 6.1           Events of Default........................................................48
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SECTION 6.2           Acceleration.............................................................50

ARTICLE VII FORM OF SENIOR NOTE................................................................51

SECTION 7.1           Form of Senior Note......................................................51

ARTICLE VIII ORIGINAL ISSUE OF SENIOR NOTES....................................................62

SECTION 8.1           Original Issue of Senior Notes...........................................62

ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER....................................................62

SECTION 9.1           Without Consent Of Holders Of Senior Notes...............................62
SECTION 9.2           With Consent of Holders of Senior Notes..................................63
SECTION 9.3           Compliance With Trust Indenture Act......................................64
SECTION 9.4           Revocation And Effect Of Consents........................................64
SECTION 9.5           Notation On Or Exchange Of Senior Notes..................................65
SECTION 9.6           Trustee To Sign Amendments, Etc..........................................65
SECTION 9.7           Waiver Of Past Defaults..................................................65
SECTION 9.8           Effect of Supplemental Indenture.........................................65

ARTICLE X MISCELLANEOUS........................................................................66

SECTION 10.1          Ratification of Senior Indenture.........................................66
SECTION 10.2          Reference to and Effect on the Senior Indenture..........................66
SECTION 10.3          Governing Law............................................................66
SECTION 10.4          Not Responsible for Recitals.............................................66
SECTION 10.5          Counterparts.............................................................66
</TABLE>


                                       2
<PAGE>
         FIRST SUPPLEMENTAL INDENTURE, dated as of February 6, 2002 (the "First
Supplemental Indenture"), between Solectron Corporation, a corporation duly
organized and existing under the laws of the State of Delaware, (the "Company"),
and State Street Bank and Trust Company of California, N.A., a national banking
association duly authorized and existing under the laws of the United States of
America, as trustee (the "Trustee").

         WHEREAS, the Company executed and delivered the Senior Debt Securities
Indenture, dated as of February 6, 2002 (the "Senior Indenture"), to the Trustee
to provide for the future issuance of the Company's senior debt securities (the
"Securities"), to be issued from time to time in one or more series as might be
determined by the Company under the Senior Indenture;

         WHEREAS, pursuant to the terms of the Senior Indenture, the Company
desires to provide for the establishment of a new series of its Securities to be
known as its 9.625% Senior Notes due 2009 (the "Senior Notes"), the form and
substance of such Senior Notes and the terms, provisions and conditions thereof
to be set forth as provided in the Senior Indenture and this First Supplemental
Indenture (together, the "Indenture"); and

         WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture and satisfy all requirements necessary to make
this First Supplemental Indenture a valid instrument in accordance with its
terms, and to make the Senior Notes, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the Company
and all acts and things necessary have been done and performed to make this
First Supplemental Indenture enforceable in accordance with its terms, and the
execution and delivery of this First Supplemental Indenture has been duly
authorized in all respects.

         NOW THEREFORE, in consideration of the purchase and acceptance of the
Senior Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Senior Notes and the
terms, provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:

                                   ARTICLE I

                                   DEFINITIONS

SECTION 1.1 Definition of Terms.

         Unless otherwise provided herein or unless the context otherwise
requires:

         (a) a term defined in the Senior Indenture has the same meaning when
used in this First Supplemental Indenture except to the extent that such
definition has been superceded by this First Supplemental Indenture in which
case the definition in this First Supplemental Indenture shall control;

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

         (c) the singular includes the plural and vice versa;
<PAGE>
         (d) headings are for convenience of reference only and do not affect
interpretation;

         (e) Time of Delivery has the meaning given to it in the Underwriting
Agreement (as defined below);

         (f) the following terms have the meanings given to them in this Section
1.1(f):

         "Acquired Debt" means, with respect to any specified Person:

                           (1) Indebtedness of any other Person existing at the
                  time such other Person is merged with or into or became a
                  Restricted Subsidiary of such specified Person, whether or not
                  such Indebtedness is incurred in connection with, or in
                  contemplation of, such other Person merging with or into, or
                  becoming a Restricted Subsidiary of, such specified Person;
                  and

                           (2) Indebtedness secured by a Lien encumbering any
                  asset acquired by such specified Person, provided that, in the
                  case of this clause (2) only, such Acquired Debt shall be
                  limited to the lesser of the fair market value of the asset
                  (determined by the Company in good faith) subject to such Lien
                  and the total amount of such Indebtedness.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

         "Asset Sale" means:

                           (1) the sale, conveyance or other disposition of any
                  assets or rights, other than in the ordinary course of
                  business consistent with past practices; provided that the
                  sale, conveyance or other disposition of all or substantially
                  all of the assets of the Company and its Subsidiaries taken as
                  a whole will be governed by the provisions of Section 4.12
                  hereof and/or Section 4.9 hereof and not by the provisions of
                  Section 4.13 thereof; and

                           (2) the issuance of Equity Interests by any of the
                  Company's Restricted Subsidiaries or the sale of Equity
                  Interests in any of its Subsidiaries.


                                       2
<PAGE>
         Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:

                           (1) any single transaction or series of related
                  transactions that involves assets having a fair market value
                  of less than $10 million;

                           (2) any sale, lease, conveyance or other disposition
                  of assets between or among the Company and its Restricted
                  Subsidiaries,

                           (3) an issuance of Equity Interests by a Subsidiary
                  to the Company or to another Subsidiary (other than an
                  issuance of Equity Interests from a Restricted Subsidiary to
                  an Unrestricted Subsidiary);

                           (4) the sale, lease, conveyance or other disposition
                  of equipment, inventory, accounts receivable or other assets
                  or rights in the ordinary course of business;

                           (5) the sale, conveyance or other disposition of cash
                  or Cash Equivalents;

                           (6) a Restricted Payment or Permitted Investment
                  (other than Cash Equivalents) that is permitted by Section 4.1
                  hereof;

                           (7) the licensing by the Company or any Restricted
                  Subsidiary of intellectual property or know-how on
                  commercially reasonable terms;

                           (8) the sale, lease, conveyance or other disposition
                  of real property (together with any improvements, fixtures or
                  leasehold improvements relating thereto) (the "Property") in
                  connection with the obligation of the Company or any
                  Restricted Subsidiary to remarket or sell any Property at the
                  end of the lease term or otherwise in connection with
                  Synthetic Lease Obligations;

                           (9) the sale or disposal of damaged, worn out or
                  other obsolete personal property in the ordinary course of
                  business consistent with past practice so long as such
                  property is no longer necessary for the proper conduct of the
                  business of the Company and its Restricted Subsidiaries; and

                           (10) the surrender or waiver of litigation rights or
                  settlement, release or surrender of tort or other litigation
                  claims of any kind or the granting of Liens (and foreclosures
                  in respect thereof) not otherwise prohibited by Section 4.7
                  hereof;

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental




                                       3
<PAGE>
payments during the remaining term of the lease included in such sale and
leaseback transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended. Such present value
shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

         "Board of Directors" means:

                           (1) with respect to a corporation, the board of
                  directors of the corporation;

                           (2) with respect to a partnership, the board of
                  directors of the general partner of the partnership; and

                           (3) with respect to any other Person, the board or
                  committee of such Person serving a similar function.

         "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

         "Capital Stock" means:

                           (1) in the case of a corporation, corporate stock;

                           (2) in the case of an association or business entity,
                  any and all shares, interests, participations, rights or other
                  equivalents (however designated) of corporate stock;

                           (3) in the case of a partnership or limited liability
                  company, partnership or membership interests (whether general
                  or limited); and

                           (4) any other interest or participation that confers
                  on a Person the right to receive a share of the profits and
                  losses of, or distributions of assets of, the issuing Person.

         "Cash Equivalents" means:

                           (1) securities issued or directly and fully
                  guaranteed or insured by (A) the United States of America or
                  any agency or instrumentally thereof, or (B) any member of the
                  European


                                       4
<PAGE>
                  Economic Area or Switzerland, or any agency or instrumentality
                  thereof provided that such country, agency or instrumentality
                  has a credit rating at least equal to that of the United
                  States of America (provided that, in each case, the full faith
                  and credit of such respective nation is pledged in support
                  thereof), or

                           (2) time deposits and certificates of deposit and
                  commercial paper issued by a commercial bank organized under
                  the laws of the United States or any political subdivision
                  thereof or under the laws of Canada, Japan or Switzerland or
                  any member of the European Economic Area, in each case, of
                  recognized standing having capital and surplus in excess of
                  $500 million (or the foreign currency equivalent thereof), or

                           (3) commercial paper issued by others rated at least
                  A-2 or the equivalent thereof by Standard & Poor's Corporation
                  or at least P-2 or the equivalent thereof by Moody's Investors
                  Service, Inc.

         and in the case of each of (1), (2), and (3) maturing within one year
         after the date of acquisition, or

                           (4) Euro or dollar time deposits with maturities of
                  twelve months or less from the date of acquisition, bankers'
                  acceptances with maturities not exceeding twelve months, and
                  overnight bank deposits, in each case with any domestic
                  (United States) commercial bank having capital and surplus in
                  excess of $500 million (or the foreign currency equivalent
                  thereof) and a Keefe Bank Watch Rating of "B" or better;
                  provided, in the case of (1) through (4), that with respect to
                  any non-domestic Person, Cash Equivalents shall also mean
                  those investments that are comparable to clauses (2) and (4)
                  above in such Person's country of organization or country
                  where it conducts business operations.

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

                           (1) the direct or indirect sale, transfer, conveyance
                  or other disposition (other than by way of merger or
                  consolidation), in one or a series of related transactions, of
                  all or substantially all of the properties or assets of the
                  Company and its Restricted Subsidiaries taken as a whole to
                  any "person" (as that term is used in Section 13(d)(3) of the
                  Exchange Act);

                           (2) the adoption of a plan by the Board of Directors
                  of the Company relating to the liquidation or dissolution of
                  the Company;

                           (3) the consummation of any transaction (including,
                  without limitation, any merger or consolidation) the result of
                  which is that any "person" (as defined above) becomes the


                                       5
<PAGE>
                  Beneficial Owner, directly or indirectly, of more than 50% of
                  the Voting Stock of the Company, measured by voting power
                  rather than number of shares; or

                           (4) the first day on which a majority of the members
                  of the Board of Directors of the Company are not Continuing
                  Directors.

         "Comparable Treasury Issue" means the U.S. Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Senior Notes through February 15, 2006 that would be
utilized at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Senior Notes. "Independent Investment
Banker" means Goldman Sachs & Co. or, if such firm is unwilling or unable to
select the Comparable Treasury Issue, an investment banking firm of national
reputation selected by the Company.

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

         "Consolidated Cash Flow" means, without duplication, with respect to
any specified Person for any period, the Consolidated Net Income of such Person
for such period plus:

                           (1) an amount equal to any extraordinary loss plus
                  any net loss realized by such Person or any of its
                  Consolidated Restricted Subsidiaries in connection with a sale
                  of assets outside the ordinary course of business, to the
                  extent such losses were deducted in computing such
                  Consolidated Net Income; plus

                           (2) provision for taxes based on income or profits of
                  such Person and its Consolidated Restricted Subsidiaries for
                  such period, to the extent that such provision for taxes was
                  deducted in computing such Consolidated Net Income; plus

                           (3) Consolidated Fixed Charges of such Person and its
                  Consolidated Restricted Subsidiaries for such period; plus

                           (4) the aggregate amount of restructuring charges,
                  write-downs and reserves taken by the Company in connection
                  with its corporate restructuring described in the Company's
                  Prospectus Supplement dated February 1, 2002 to the Company's
                  Prospectus dated August 29, 2001 (the "Prospectus Supplement")
                  under the caption "Business -- Competitive Strengths --
                  Reduced Cost Structure and Improved Working Capital
                  Management," but without regard to the expected timing of such
                  restructuring charges, write-downs and reserves, will be


                                       6
<PAGE>
                  added back; provided that the aggregate amount added to
                  Consolidated Cash Flow pursuant to this clause (4) shall not
                  exceed $409 million; plus

                           (5) depreciation, amortization (including
                  amortization of intangibles but excluding amortization of
                  prepaid cash expenses that were paid in a prior period) and
                  other non-cash expenses (excluding any such non-cash expense
                  to the extent that it represents an accrual of or reserve for
                  cash expenses in any future period or amortization of a
                  prepaid cash expense that was paid in a prior period) of such
                  Person and its Consolidated Restricted Subsidiaries for such
                  period to the extent that such depreciation, amortization and
                  other non-cash expenses were deducted in computing such
                  Consolidated Net Income; minus

                           (6) non-cash items increasing such Consolidated Net
                  Income for such period, other than the accrual of revenue in
                  the ordinary course of business.

         in each case, on a Consolidated basis and determined in accordance with
         GAAP.

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and wholly owned,
Consolidated Restricted Subsidiaries and its pro rata share of Net Income of its
other Consolidated Restricted Subsidiaries for such period, on a Consolidated
basis, determined in accordance with GAAP; provided that:

                           (1) the Net Income (but not loss) of any Person that
                  is not a Consolidated Restricted Subsidiary or that is
                  accounted for by the equity method of accounting will be
                  included only to the extent of the amount of dividends or
                  distributions paid in cash to the specified Person or a
                  Consolidated Restricted Subsidiary of the Person;

                           (2) the Net Income of any Consolidated Restricted
                  Subsidiary will be excluded to the extent, but only to the
                  extent, that the declaration or payment of dividends or
                  similar distributions by that Consolidated Restricted
                  Subsidiary of that Net Income is not at the time permitted by
                  operation of the terms of its charter or any agreement,
                  instrument, judgment, decree, order, statute, rule or
                  governmental regulation applicable to that Consolidated
                  Restricted Subsidiary;

                           (3) the Net Income of any Person acquired in a
                  pooling of interests transaction for any period prior to the
                  date of such acquisition will be excluded; and

                           (4) the cumulative effect of a change in accounting
                  principles will be excluded.


                                       7
<PAGE>
         "Consolidated Net Tangible Assets" means Total Assets after deducting
therefrom (1) all current liabilities and (2) all goodwill, trade names,
trademarks, patents, unamortized debt discount, organization expenses and other
like intangibles, all as set forth in the most recent balance sheet of the
Company and its Consolidated Restricted Subsidiaries and computed in accordance
with GAAP.

         "Consolidated Net Worth" of any Person at any date means the aggregate
consolidated stockholders' equity of such Person (plus amounts of equity
attributable to preferred stock) and its consolidated Subsidiaries, as would be
shown on the consolidated balance sheet of such Person prepared in accordance
with GAAP, adjusted to exclude (to the extent included in calculating such
equity) (1) the amount of any such stockholders' equity attributable to
Disqualified Stock or treasury stock of such Person and its consolidated
Subsidiaries, (2) all upward revaluations and other write-ups in the book value
of any asset of such Person or a Consolidated Subsidiary of such Person
subsequent to the Issue Date, (3) all investments in subsidiaries that are not
Consolidated Subsidiaries and in Persons that are not Subsidiaries, and (4) the
aggregate amount of Restricted Payments that such Person could make pursuant to
Section 4.1(a) hereof.

         "Consolidation" means, with respect to any Person, the consolidation of
the accounts of the Restricted Subsidiaries of such Person with those of such
Person, all in accordance with GAAP; provided, that "consolidation" will not
include consolidation of the accounts of any Unrestricted Subsidiary with the
accounts of such Person. The term "Consolidated" has a correlative meaning to
the foregoing.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who:

                           (1) was a member of such Board of Directors on the
                  Issue Date; or

                           (2) was nominated for election or elected to such
                  Board of Directors with the approval of a majority of the
                  Continuing Directors who were members of such Board at the
                  time of such nomination or election.

         "Credit Agreements" means (1) that certain 364-day revolving credit
agreement, proposed be entered into by and among the Company, Goldman Sachs
Credit Partners L.P., Bank of America, N.A., JPMorgan Chase Bank, The Bank of
Nova Scotia and the other lenders party thereto providing for up to $250.0
million of revolving credit borrowings, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and that certain three year senior revolving credit agreement,
proposed to be entered into by and among the Company, Goldman Sachs Credit
Partners L.P., Bank of America, N.A., JPMorgan Chase Bank, The Bank of Nova
Scotia and the other lenders party thereto providing for up to $250.0 million of
revolving credit borrowings, in each case that are referred to in the Prospectus
Supplement whether or not in effect on the Issue Date and as set forth in
Exhibit A hereto (provided that Exhibit A shall be substituted on or prior to
March 31, 2002, with the final executed version of such agreements promptly
following such execution; provided further that the restrictions contained in
such substituted agreement shall be no less restrictive with respect to dividend
and other payment restrictions described in Section


                                       8
<PAGE>
4.3(a) directly or indirectly affecting payments from Restricted Subsidiaries to
the Company or to other Restricted Subsidiaries of the Company as those
contained in Exhibit A hereto on the Issue Date); and (2) one or more other term
loans, revolving loans, swing-line or commercial paper facilities (including any
letter of credit sub-facilities or other facilities) entered into with
commercial banks or other financial institutions, and any such facility or
facilities entered into in replacement, extension, renewal, refinancing or
refunding thereof, including, in each case, any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, modified, renewed, refunded, replaced or
refinanced from time to time whether or not with the same agent, trustee,
representative lenders or holders, and irrespective of any changes in the terms
and conditions thereof.

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

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Senior Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.1 hereof.

         "DTC" means The Depository Trust Company.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Euro" or "E" means the currency adopted by those countries
participating in the third stage of European Union.

         "European Economic Area" means the member nations of the European
Economic Area pursuant to the Oporto Agreement on the European Economic Area
dated May 2, 1992 as amended.

         "European Union" means the member nations to the third stage of
economic and monetary union pursuant to the Treaty of Rome establishing the
European Community, as amended by the Treaty on European Union, signed at
Maastricht on February 7, 1992.

         "Existing Indebtedness" means Indebtedness and Disqualified Stock of
the Company and its Subsidiaries (other than Indebtedness under clause (1) of
the definition of the Credit Agreements) and preferred stock of Restricted
Subsidiaries in existence on the Issue Date until such amounts are repaid or are
no longer outstanding.


                                       9
<PAGE>
         "Existing Synthetic Lease Financings" means Synthetic Lease Obligations
of the Company and its Subsidiaries in existence on the Issue Date until the
Company's or its Subsidiaries' obligation to make payments thereunder have
terminated or been discharged.

         "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

                           (1) the Consolidated interest expense of such Person
                  and its Consolidated Restricted Subsidiaries for such period,
                  whether paid or accrued, including, without limitation,
                  amortization of debt issuance costs and original issue
                  discount, non-cash interest payments, the interest component
                  of any deferred payment obligations, the interest component of
                  all payments associated with Capital Lease Obligations,
                  imputed interest with respect to Attributable Debt,
                  commissions, discounts and other fees and charges incurred in
                  respect of letter of credit or bankers' acceptance financings,
                  and net of the effect of all payments made or received
                  pursuant to Hedging Obligations; plus

                           (2) the Consolidated interest expense of such Person
                  and its Consolidated Restricted Subsidiaries that was
                  capitalized during such period; plus

                           (3) any interest expense on Indebtedness of another
                  Person to the extent Guaranteed by such Person or one of its
                  Consolidated Restricted Subsidiaries or secured by a Lien on
                  assets of such Person or one of its Consolidated Restricted
                  Subsidiaries, whether or not such Guarantee or Lien is called
                  upon; plus

                           (4) the product of (1) all dividends, whether paid or
                  accrued and whether or not in cash, on any series of preferred
                  stock of such Person or any of its Consolidated Restricted
                  Subsidiaries, other than dividends on Equity Interests payable
                  solely in Equity Interests of the Company (other than
                  Disqualified Stock) or to the Company or a Consolidated
                  Restricted Subsidiary of the Company, multiplied by (2) a
                  fraction, the numerator of which is one and the denominator of
                  which is one minus the then current combined federal, state
                  and local statutory tax rate of such Person, expressed as a
                  decimal, in each case, on a Consolidated basis and in
                  accordance with GAAP.

          "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Consolidated Restricted Subsidiaries for such period to the Fixed
Charges of such Person and its Consolidated Restricted Subsidiaries for such
period. In the event that the specified Person or any of its Consolidated
Restricted Subsidiaries incurs, assumes, Guarantees, repays,


                                       10
<PAGE>
repurchases or redeems any Indebtedness (other than ordinary working capital
borrowings) or issues, repurchases or redeems preferred stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, Guarantee, repayment, repurchase or redemption
of Indebtedness, or such issuance, repurchase or redemption of preferred stock,
and the use of the proceeds therefrom as if the same had occurred at the
beginning of the applicable four-quarter reference period.

          In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

                           (1) acquisitions that have been made by the specified
                  Person or any of its Consolidated Restricted Subsidiaries,
                  including through mergers or consolidations and including any
                  related financing transactions, during the four-quarter
                  reference period or subsequent to such reference period and on
                  or prior to the Calculation Date will be given pro forma
                  effect as if they had occurred on the first day of the
                  four-quarter reference period and Consolidated Cash Flow for
                  such reference period will be calculated on a pro forma basis
                  in accordance with Regulation S-X under the Securities Act,
                  but without giving effect to clause (3) of the proviso set
                  forth in the definition of Consolidated Net Income;

                           (2) the Consolidated Cash Flow attributable to
                  discontinued operations, as determined in accordance with
                  GAAP, and operations or businesses disposed of on or prior to
                  the Calculation Date, will be excluded; and

                           (3) the Fixed Charges attributable to discontinued
                  operations, as determined in accordance with GAAP, and
                  operations or businesses disposed of on or prior to the
                  Calculation Date, will be excluded, but only to the extent
                  that the obligations giving rise to such Fixed Charges will
                  not be obligations of the specified Person or any of its
                  Consolidated Restricted Subsidiaries following the Calculation
                  Date.

         "Foreign Subsidiary" means any Restricted Subsidiary of the Company
which (1) is not organized under the laws of the United States, any state
thereof or the District of Columbia, and (2) conducts substantially all of its
business operations outside the United States of America.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.


                                       11
<PAGE>
         "Global Notes" means one or more fully registered global securities.

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

         "Guarantors" means any subsidiary that executes a Guarantee in
accordance with the provisions of the Indenture, and their respective successors
and assigns.

         "Hedging Obligations" means, with respect to any specified Person, the
net obligations of such Person under:

                           (1) interest rate swap agreements, interest rate cap
                  agreements and interest rate collar agreements;

                           (2) foreign exchange contracts or currency swap
                  agreements; and

                           (3) other agreements or arrangements designed to
                  protect such Person against fluctuations in interest rates,
                  currency values or commodity prices.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

                           (1) in respect of borrowed money;

                           (2) evidenced by bonds, notes, debentures or similar
                  instruments or letters of credit (or reimbursement agreements
                  in respect thereof);

                           (3) in respect of banker's acceptances;

                           (4) representing Capital Lease Obligations;

                           (5) representing the balance deferred and unpaid of
                  the purchase price of any property, except any such balance
                  that constitutes an accrued expense or trade payable; or

                           (6) representing the net liability under any Hedging
                  Obligations,

if and only to the extent any of the preceding items (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of the specified Person prepared in accordance with GAAP. In no event shall the
term "Indebtedness" include any lease properly classified as an operating lease
in accordance with GAAP. In addition, the term "Indebtedness" includes all
Indebtedness of others secured by a Lien on any asset of the specified Person
(whether or not such Indebtedness is assumed by the specified Person; provided
that if such Indebtedness is not assumed by the specified


                                       12
<PAGE>
Person, the amount of the Indebtedness shall be limited to the lesser of the
fair market value of the assets (determined by the Company in good faith)
subject to such Lien and the total amount of such Indebtedness) and, to the
extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date will be:

                           (1) the accreted value of the Indebtedness, in the
                  case of any Indebtedness issued with original issue discount;
                  and

                           (2) the principal amount of the Indebtedness,
                  together with any interest on the Indebtedness that is more
                  than 30 days past due, in the case of any other Indebtedness.

         "Interest Payment Date" means each of February 15 and August 15 of each
year.

         "Interest Rate" means the rate of 9.625% per annum.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers,
directors and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of the Company, the Company will be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Company's Investments in such Restricted Subsidiary
that were not sold or disposed of in an amount determined as provided in Section
4.1(c).

         "Lien" with respect to a Person means, with respect to any asset of
such Person, any mortgage, lien, pledge, fixed or floating charge, security
interest or encumbrance of any kind 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, any lease in the nature
thereof, any option in favor of a third-party or other agreement to sell or give
a security interest in any jurisdiction.

         "Make-Whole Premium" means, with respect to a Senior Note, the sum of
the present values of the remaining scheduled payments of interest, principal
and premium thereon (not including any portion of such payments of interest
accrued as of the date of redemption) as if the Senior Notes were redeemed on
February 15, 2006 pursuant to Section 3.1(b) hereof on such date, discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 50 basis points

         "Moody's" means Moody's Investors Service, Inc.


                                       13
<PAGE>
         "Net Cash Proceeds" means the aggregate amount of cash or Cash
Equivalents received by the Company in the case of a sale of its Equity
Interests (excluding Disqualified Stock) and by the Company and its Restricted
Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of its
Equity Interests (excluding Disqualified Stock) upon any exercise, exchange or
conversion of securities (including, without limitation, options, warrants,
rights and convertible or exchangeable debt) of the Company that were issued for
cash on or after the Issue Date, the amount of cash originally received by the
Company upon the issuance of such securities (including, without limitation,
options, warrants, rights and convertible or exchangeable debt) less, in each
case, the sum of all payments, fees, commissions and (in the case of Asset
Sales, reasonable and customary), expenses (including, without limitation, the
fees and expenses of legal counsel and investment banking fees and expenses)
incurred in connection with such Asset Sale or sale of Equity Interests, and, in
the case of an Asset Sale only, less (1) the amount (estimated reasonably and in
good faith by the Company) of income, franchise, sales and other applicable
taxes required to be paid by the Company or any of its respective Subsidiaries
in connection with such Asset Sale in the taxable year that such sale is
consummated or in the immediately succeeding taxable year, the computation of
which shall take into account the reduction in tax liability resulting from any
available operating losses and net operating loss carryovers, tax credits and
tax credit carryforwards, and similar tax attributes; (2) the amounts required
to be applied to the repayment of Indebtedness, other than Indebtedness under a
Credit Agreement, secured by a Lien on the asset or assets that were the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP; and (3) the amount
of any liability required to be accrued on the Company's Consolidated financial
statements in accordance with GAAP solely by virtue of such sale.

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

                           (1) any gain (but not loss), together with any
                  related provision for taxes on such gain (but not loss),
                  realized in connection with: (A) any sale of assets outside
                  the ordinary course of business; or (B) the disposition of any
                  securities by such Person or any of its Restricted
                  Subsidiaries or the extinguishment of any Indebtedness of such
                  Person or any of its Restricted Subsidiaries; and

                           (2) any extraordinary gain (but not loss), together
                  with any related provision for taxes on such extraordinary
                  gain (but not loss).

         "Non-Recourse Debt" means Indebtedness:

                           (1) as to which neither the Company nor any of its
                  Restricted Subsidiaries (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, unless, in


                                       14
<PAGE>
                  the case of (a), (b) or (c), such action is undertaken in
                  compliance with Section 4.1 hereof;

                           (2) no default with respect to which (including any
                  rights that the holders of the Indebtedness 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 Senior Notes) of the
                  Company or any of its Restricted Subsidiaries to declare a
                  default on such other Indebtedness or cause the payment of
                  such Indebtedness to be accelerated or payable prior to its
                  stated maturity; and

                           (3) as to which the lenders have been notified in
                  writing or have otherwise agreed that they will not have any
                  recourse to the assets of the Company or any stock or assets
                  of its Restricted Subsidiaries.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Permitted Business" means any business conducted by the Company or its
Restricted Subsidiaries on the Issue Date, and any business reasonably related
thereto or reasonable extensions thereof.

         "Permitted Investments" means:

                           (1) any Investment in the Company or in a Restricted
                  Subsidiary of the Company;

                           (2) any Investment in Cash Equivalents or the Senior
                  Notes;

                           (3) any Investment by the Company or any Subsidiary
                  of the Company in a Person, if as a result of such Investment:

                                    (A) such Person becomes a Restricted
                           Subsidiary of the Company; or

                                    (B) such Person is merged, consolidated or
                           amalgamated with or into, or transfers or conveys
                           substantially all of its assets to, or is liquidated
                           into, the Company or a Restricted Subsidiary of the
                           Company;

                           (4) any Investment made as a result of the receipt of
                  non-cash consideration from an Asset Sale that was made
                  pursuant to and in compliance with Section 4.13 hereof;


                                       15
<PAGE>
                           (5) any acquisition of any property, assets,
                  securities or rights, solely in exchange for the issuance of
                  Equity Interests (other than Disqualified Stock) of the
                  Company;

                           (6) any Investments received in compromise of
                  obligations of trade creditors or customers that were incurred
                  in the ordinary course of business, including, without
                  limitation, pursuant to any plan of reorganization or similar
                  arrangement upon the bankruptcy or insolvency of any trade
                  creditor or customer or consideration received in settlement
                  of litigation claims in tort, bankruptcy, liquidation,
                  receivership, insolvency or otherwise;

                           (7) Investments in (A) prepaid expenses and
                  negotiable instruments held for collection in the ordinary
                  course of business, (B) accounts receivable arising in the
                  ordinary course of business (and Investments obtained in
                  exchange or settlement of accounts receivable for which the
                  Company or any Restricted Subsidiary has determined that
                  collection is not likely) and (C) lease, utility and worker's
                  compensation, performance and other similar deposits arising
                  in the ordinary course of business;

                           (8) Hedging Obligations; and

                           (9) other Investments after the Issue Date in any
                  Person having an aggregate fair market value (measured on the
                  date each such Investment was made and without giving effect
                  to subsequent changes in value), when taken together with all
                  other Investments made pursuant to this clause (9) that are at
                  the time outstanding not in excess of 10% of Total Assets
                  measured on the date each such Investment is made.

         "Permitted Liens" means:

                           (1) Liens securing Indebtedness and other Obligations
                  under the Credit Agreements the Indebtedness under which was
                  permitted by the terms of the Indenture to be incurred;

                           (2) Liens in favor of the Company or any of its
                  Restricted Subsidiaries;

                           (3) Liens on property of a Person existing at the
                  time such Person is merged with or into or consolidated with
                  the Company or any Subsidiary of the Company; provided that
                  such Liens were not entered into in contemplation of such
                  merger or consolidation and do not extend to any assets of the
                  Company or its Restricted Subsidiaries other than the acquired
                  Person;


                                       16
<PAGE>
                           (4) Liens on property existing at the time of
                  acquisition of the property by the Company or any Subsidiary
                  of the Company, provided that such Liens were in existence
                  prior to the contemplation of such acquisition;

                           (5) Liens to secure the performance of statutory
                  obligations, surety or appeal bonds, performance bonds or
                  other obligations of a like nature incurred in the ordinary
                  course of business;

                           (6) Liens existing on the Issue Date;

                           (7) Liens for taxes, assessments or governmental
                  charges or claims that are not yet delinquent or that are
                  being contested in good faith by appropriate proceedings
                  promptly instituted and diligently pursued, provided that any
                  reserve or other appropriate provision as is required in
                  conformity with GAAP has been made therefor;

                           (8) Liens incurred in the ordinary course of business
                  of the Company or any Subsidiary of the Company with respect
                  to Obligations that do not exceed $5.0 million at any one time
                  outstanding;

                           (9) Liens to secure Indebtedness (including Capital
                  Lease Obligations) permitted by Section 4.2(b)(11) covering
                  only the property acquired with such Indebtedness together
                  with any attachments, appurtenances, replacements, fixtures,
                  leasehold improvements or proceeds related thereto;

                           (10) Liens securing Permitted Refinancing
                  Indebtedness incurred to refinance Indebtedness that was
                  previously so secured in a manner no more adverse to the
                  holders of Senior Notes than the terms of the Liens securing
                  such refinanced Indebtedness, provided that the Indebtedness
                  secured is not increased and the Lien is not extended to any
                  additional assets or property that was not security for the
                  Indebtedness so refinanced;

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

                           (12) Liens on assets leased to the Company or a
                  Restricted Subsidiary of the Company if such lease is properly
                  classified as an operating lease in accordance with GAAP.


                                       17
<PAGE>
                           (13) Liens securing reimbursement obligations with
                  respect to commercial letters of credit which encumber
                  documents and other property relating to such letters of
                  credit and products and proceeds thereof;

                           (14) Liens on the Equity Interests of Unrestricted
                  Subsidiaries securing obligations of Unrestricted Subsidiaries
                  not otherwise prohibited by the Indentures;

                           (15) substitutions of collateral securing certain
                  interest payments and principal of the Company's 7.25%
                  Adjustable Conversion-Rate Equity Securities (the "ACES") as
                  set forth in the Prospectus Supplement under the heading
                  "Description of Other Indebtedness -- 7.25% Adjustable
                  Conversion-Rate Equity Security Units" made in accordance with
                  the terms of the Pledge Agreement dated as of December 27,
                  2001, as amended on January 8, 2002, by and between the
                  Company and State Street Bank and Trust Company of California,
                  N.A., as in effect on the date hereof; and

                           (16) Liens on cash securing obligations of the
                  Company or its Restricted Subsidiaries in an amount not to
                  exceed $394 million but only to the extent that: (A) such
                  obligations are under Synthetic Lease Obligations, (B) such
                  Synthetic Lease Obligations were secured on the Issue Date,
                  (C) the granting of such Lien(s) is in connection with
                  obtaining a waiver, consent or amendment, and (D) immediately
                  prior to such Lien being granted, such Synthetic Lease
                  Obligations are Indebtedness under the terms of this Indenture
                  by virtue of a change in GAAP.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

                           (1) the principal amount (or accreted value, if
                  applicable) of such Permitted Refinancing Indebtedness does
                  not exceed the principal amount (or accreted value, if
                  applicable) of the Indebtedness extended, refinanced, renewed,
                  replaced, defeased or refunded (plus all accrued interest on
                  the Indebtedness and the amount of all expenses and premiums
                  incurred in connection therewith);

                           (2) such Permitted Refinancing Indebtedness has a
                  final maturity date later than the final maturity date of, and
                  has a Weighted Average Life to Maturity equal to or greater
                  than the Weighted Average Life to Maturity of, the
                  Indebtedness being extended, refinanced, renewed, replaced,
                  defeased or refunded;


                                       18
<PAGE>
                           (3) if the Indebtedness being extended, refinanced,
                  renewed, replaced, defeased or refunded is subordinated in
                  right of payment to the Senior Notes or are Liquid Yield
                  Option Notes issued and outstanding prior to Issue Date, such
                  Permitted Refinancing Indebtedness has a final maturity date
                  later than the final maturity date of, and is subordinated in
                  right of payment to, the Senior Notes on terms at least as
                  favorable to the Holders of Senior Notes as those contained in
                  the documentation governing the Indebtedness being extended,
                  refinanced, renewed, replaced, defeased or refunded; and

                           (4) such Indebtedness is incurred either by the
                  Company or by the Restricted Subsidiary who is the obligor on
                  the Indebtedness being extended, refinanced, renewed,
                  replaced, defeased or refunded.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "Qualified Equity Offering" means (1) any public offering of common
stock (other than Disqualified Stock) of the Company, or (2) an unregistered
offering of common stock (other than Disqualified Stock) of the Company with Net
Cash Proceeds to the Company in excess of $50 million.

         "Qualified Foreign Indebtedness" means indebtedness incurred by a
Foreign Subsidiary of the Company which (1) is incurred primarily to finance the
acquisition, design or construction of the property, plant or equipment of such
Foreign Subsidiary or any of its Restricted Subsidiaries, and (2) is incurred
pursuant to Section 4.2(b)(1) hereof.

         "Reference Treasury Dealer" means (1) Goldman, Sachs & Co. and its
successors; provided, however, that if the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company is required to substitute therefor another Primary
Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the
Company.

         "Reference Treasury Dealer Quotations" means, with respect of each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by the
each Reference Treasury Dealer at 5:00 p.m. on the third business day preceding
such redemption date.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Senior Notes means the date specified for that purpose as
contemplated by Section 2.5(c).

         "Replacement Asset" means (1) any property or assets (excluding Equity
Interests, Indebtedness and any other securities) that will be used in a
Permitted Business of the Company or any Restricted Subsidiary, (2) any Equity
Interests of a Person that


                                       19
<PAGE>
becomes a Restricted Subsidiary of the Company, and (3) any Permitted Investment
(other than the Permitted Investment described in clause (4) of the definition
thereof) which is permitted at the time such Permitted Investment is made
pursuant to Section 4.1 hereof.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

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

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "Subsidiary" means, with respect to any specified Person:

                           (1) any corporation, association or other business
                  entity of which more than 50% of the total voting power of
                  shares of Capital Stock entitled (without regard to the
                  occurrence of any contingency) to vote in the election of
                  directors, managers or trustees of the corporation,
                  association or other business entity is at the time owned or
                  controlled, directly or indirectly, by that 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 that Person or one or more Subsidiaries of that
                  Person (or any combination thereof).

         "Synthetic Lease Obligations" means the monetary obligation of a Person
under (a) a so-called synthetic or tax retention lease, or (b) an agreement for
the use or possession of property creating obligations that do not appear on the
balance sheet of such Person but which, for U.S. Federal income tax purposes, is
characterized as the indebtedness of such Person (without regard to accounting
treatment).

         "Total Assets" means, with respect to any date of determination, the
Company's total assets shown on the Company's Consolidated balance sheet in
accordance with GAAP on the last day of the fiscal quarter prior to the date of
determination.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual yield to maturity of the Comparable Treasury
Issue,


                                       20
<PAGE>
assuming a price for the comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption
date.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary at the time of
such designation:

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

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

                           (3) is a Person with respect to which neither the
                  Company nor any of its Restricted Subsidiaries has any direct
                  or indirect obligation (A) to subscribe for additional Equity
                  Interests or (B) to maintain or preserve such Person's
                  financial condition or to cause such 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
                  Company or any of its Restricted Subsidiaries.

         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.1 hereof. Upon any
Unrestricted Subsidiary being designated as a Restricted Subsidiary it will
thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture
and any Indebtedness of such Subsidiary will be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date and, if such Indebtedness
is not permitted to be incurred as of such date pursuant to Section 4.2 hereof,
the Company would be in default under the Indenture. The Board of Directors of
the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if (1) such Indebtedness is permitted by Section 4.2
hereof, calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period; and (2) no Default or Event
of Default would be in existence following such designation.


                                       21
<PAGE>
         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, 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 payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

                  (2) the then outstanding principal amount of such
         Indebtedness.



                                   ARTICLE II

                GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES

SECTION 2.1 Designation, Principal Amount and Authorized Denomination.

         There is hereby authorized a series of Securities designated the 9.625%
Senior Notes due 2009, initially limited in aggregate principal amount to
$500,000,000, which amount to be issued shall be as set forth in any Company
Order for the authentication and delivery of Senior Notes pursuant to the Senior
Indenture, and which amount may be increased up to an additional aggregate
principal amount of $500,000,000 from time to time subject to the terms of the
Indenture. Any offering of such additional Senior Notes is subject to Section
4.2. Any Senior Notes issued under the Indenture will be treated as a single
class for all purposes under the Indenture including, without limitation,
waivers, amendments, redemptions and offers to purchase. The Senior Notes shall
be issuable in denominations of $1,000 and integral multiples thereof.

SECTION 2.2 Maturity.

         The Stated Maturity of the Senior Notes will be February 15, 2009.

SECTION 2.3 Form and Payment.

         (a) The Senior Notes, on original issuance, shall be issued in the form
of (i) one or more definitive, fully registered Senior Notes registered
initially in the name of State Street Bank and Trust Company of California,
N.A., as Paying Agent and Security Registrar and (ii) Global Notes registered in
the name of DTC, as Depositary, or its nominee, and deposited with the Security
Registrar, as custodian for DTC, for credit by DTC to the respective accounts of
beneficial owners of the Senior Notes represented thereby (or such other
accounts as they may direct).


                                       22
<PAGE>
         (b) The principal of and the interest on the Senior Notes shall be
payable at the office or agency of the Company maintained for that purpose in
accordance with Section 10.2 of the Senior Indenture; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered Holder at such address as shall appear in the Security Register
or by wire transfer to an account appropriately designated by the Holder
entitled thereto.

SECTION 2.4 Global Notes.

         (a) DTC shall serve as the initial Depository for the Global Notes.

         (b) Unless and until it is exchanged for definitive Senior Notes in
registered form in accordance with Section 3.5 of the Senior Indenture, a Global
Note may be transferred, in whole but not in part, only to another nominee of
the Depositary, or to a successor Depositary selected or approved by the Company
or to a nominee of such successor Depositary.

SECTION 2.5 Interest.

         (a) Each Senior Note will bear interest from its Issue Date (as defined
below) or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, at the Interest Rate and will be
payable semi-annually in arrears on each Interest Payment Date, commencing
August 15, 2002, until the principal thereof is paid or made available for
payment; provided that any principal and installment of interest which is
overdue shall bear interest (to the extent that payment of such interest is
enforceable under applicable law) at the Interest Rate from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand.

         (b) The amount of interest payable for any period will be computed on
the basis of a 360-day year consisting of twelve 30-day months. In the event
that any date on which interest is payable on the Senior Notes is not a Business
Day, then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

         (c) The Regular Record Date for interest payable on the Senior Notes on
each February 15 shall be the close of business on the immediately preceding
February 1 and for interest payable on the Senior Notes on August 15 shall be
the close of business on the immediately preceding August 1. The Senior Notes do
not have the benefit of any sinking fund obligation.


                                       23
<PAGE>
                                  ARTICLE III

                                   REDEMPTION

SECTION 3.1 Optional Redemption.

         (a) At any time prior to February 15, 2005, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of Senior
Notes issued under the Indenture at a redemption price of 109.625% of the
principal amount, plus accrued and unpaid interest, to, but not including, the
redemption date, with cash in an amount not in excess of the Net Cash Proceeds
of one or more Qualified Equity Offerings; provided that:

                           (1) at least 65% of the aggregate principal amount of
                  Senior Notes issued under the Indenture remains outstanding
                  immediately after the occurrence of such redemption (excluding
                  Senior Notes held by the Company and its Subsidiaries); and

                           (2) the redemption occurs within 90 days of the date
                  of the closing of such Qualified Equity Offering.

         (b) On or after February 15, 2006, the Company may redeem all or a part
of the Senior Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest on the Senior Notes redeemed, to, but
not including, the applicable redemption date, if redeemed during the
twelve-month period beginning on February 15 of the years indicated below:

<TABLE>
<CAPTION>
                    Year                          Percentage
                    ----                          ----------
<S>                                               <C>
                    2006                          104.813%
                    2007                          102.406%
                    2008 and thereafter           100.000%
</TABLE>

         (c) In addition, at any time prior to February 15, 2006, the Company
may, at its option, redeem the Senior Notes, in whole or in part, from time to
time, upon not less than 30 nor more than 60 days' notice at a redemption price
equal to the greater of (1) 104.813% of the principal amount of the Senior Notes
so redeemed, plus accrued and unpaid interest, and (2) the Make-Whole Premium,
plus, to the extent not included in the Make-Whole Premium, accrued and unpaid
interest to, but not including, the date of redemption.

SECTION 3.2 Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.13 hereof, the Company shall
be required to commence an Asset Sale Offer, it shall follow the procedures
specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). Promptly after the
termination of the Offer Period (the "Purchase Date"), the Company shall
purchase the principal amount of Senior Notes required to be purchased pursuant
to Section 4.13 hereof (the "Offer


                                       24
<PAGE>
Amount") or, if less than the Offer Amount has been tendered, all Senior Notes
tendered in response to the Asset Sale Offer. Payment for any Senior Notes so
purchased shall be made in the same manner as interest payments are made.

         If the Purchase Date is on or after a Record Date and on or before the
related Interest Payment Date, any accrued and unpaid interest shall be paid to
the Person in whose name a Senior Note is registered at the close of business on
such Record Date, and no additional interest shall be payable to Holders who
tender Senior Notes pursuant to the Asset Sale Offer.

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holder. The notice
shall contain all instructions and materials necessary to enable such Holders to
tender Senior Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall
be made to all Holders. The notice, which shall govern the terms of the Asset
Sale Offer, shall state:

         (a) that the Asset Sale Offer is being made pursuant to this Section
3.2 and Section 4.13 hereof and the length of time the Asset Sale Offer shall
remain open;

         (b) the Offer Amount, the purchase price and the Purchase Date;

         (c) that any Senior Note not tendered or accepted for payment shall
continue to accrue interest;

         (d) that, unless the Company Defaults in making such payment, any
Senior Note accepted for payment pursuant to the Asset Sale Offer shall cease to
accrue interest after the Purchase Date;

         (e) that Holders electing to have a Senior Note purchased pursuant to
an Asset Sale Offer may only elect to have all of such Senior Note purchased and
may not elect to have only a portion of such Senior Note purchased;

         (f) that Holders electing to have a Senior Note purchased pursuant to
any Asset Sale Offer shall be required to surrender the Senior Note, with the
form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior
Note completed, or transfer the Note by book-entry transfer, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;

         (g) that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the aggregate
principal amount of the Senior Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Senior Note
purchased;

         (h) that, if the aggregate principal amount of Senior Notes surrendered
by Holders exceeds the Offer Amount, the Company shall select the Senior Notes
to be purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Senior Notes in denominations of $1,000,
or integral multiples thereof, shall be purchased); and


                                       25
<PAGE>
         (i) that Holders whose Senior Notes were purchased only in part shall
be issued new Senior Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).

         On or before 10:00 a.m. New York City time on the Purchase Date, the
Company shall, to the extent lawful, accept for payment, on a pro rata basis to
the extent necessary, the Offer Amount or portions, thereof tendered pursuant to
the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Senior Notes tendered, and shall deliver to the Trustee an Officers' Certificate
stating that such Senior Notes or portions thereof were accepted for payment by
the Company in accordance with the terms of this Section 3.2. The Company, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any
case not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Senior Notes
tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Senior Note, and the Trustee, upon written
request from the Company shall authenticate and mail or deliver such new Senior
Note to such Holder, in a principal amount equal to any unpurchased portion of
the Senior Note surrendered. Any Senior Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company shall
publicly announce the results of the Asset Sale Offer on the Purchase Date.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.1 Restricted Payments.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly and without duplication:

                           (1) declare or pay any dividend or make any other
                  payment or distribution on account of the Company's or any of
                  its Restricted Subsidiaries' Equity Interests or to the direct
                  or indirect holders of the Company's or any of its Restricted
                  Subsidiaries' Equity Interests in their capacity as such
                  (other than dividends or distributions payable (A) in Equity
                  Interests (other than Disqualified Stock) of the Company or
                  (B) to the Company or a Restricted Subsidiary of the Company);

                           (2) purchase, redeem or otherwise acquire or retire
                  for value any Equity Interests of the Company;

                           (3) make any payment on or with respect to, or
                  purchase, redeem, defease or otherwise acquire or retire for
                  value any Indebtedness that is contractually subordinated in
                  right of payment to the Senior Notes, except a payment of
                  interest or principal at the Stated Maturity thereof; or

                           (4) make any Restricted Investment (all such payments
                  and other actions set forth in these clauses (1) through


                                       26
<PAGE>
                  (4) above being collectively referred to as "Restricted
                  Payments"),

unless, at the time of, and after giving effect to, such Restricted Payment:

                           (1) no Default or Event of Default has occurred and
                  is continuing or would occur as a consequence of such
                  Restricted Payment; and

                           (2) the Company would, at the time of such Restricted
                  Payment and after giving pro forma effect thereto as if such
                  Restricted Payment had been made at the beginning of the
                  applicable four-quarter period, have been permitted to incur
                  at least $1.00 of additional Indebtedness pursuant to the
                  Fixed Charge Coverage Ratio test set forth in Section 4.2(a)
                  hereof; and

                           (3) such Restricted Payment, together with the
                  aggregate amount of all other Restricted Payments made by the
                  Company and its Restricted Subsidiaries after the Issue Date
                  (excluding Restricted Payments permitted by clauses (1), (2)
                  and (3) of the third paragraph of this covenant), is less than
                  the sum, without duplication, of:

                                    (A) 50% of the Consolidated Net Income of
                           the Company for the period (taken as one accounting
                           period) from the beginning of the first fiscal
                           quarter commencing after the Issue Date to the end of
                           the Company's most recently ended fiscal quarter for
                           which internal financial statements are available at
                           the time of such Restricted Payment (or, if such
                           Consolidated Net Income for such period is a deficit,
                           less 100% of such deficit), plus

                                    (B) 100% of the aggregate Net Cash Proceeds
                           received by the Company (i) since the Issue Date as a
                           contribution to its equity capital (other than from
                           the sale or issuance of Disqualified Stock), (ii)
                           from the issue or sale of Equity Interests of the
                           Company (other than Disqualified Stock) since the
                           Issue Date, (iii) from the issue or sale since the
                           Issue Date of convertible or exchangeable
                           Disqualified Stock or convertible or exchangeable
                           debt securities of the Company, or (iv) from the
                           issue or sale prior to, on or since the Issue Date of
                           unsubordinated debt securities that have been
                           converted into or exchanged for such Equity Interests
                           (in the case of each of (i) through (iv) above, other
                           than Equity Interests (or


                                       27
<PAGE>
                           Disqualified Stock or debt securities) sold to a
                           Subsidiary of the Company); provided that for
                           purposes of (iv) above Net Cash Proceeds shall mean,
                           with respect to unsubordinated debt securities issued
                           or sold prior to the Issue Date that have been
                           converted into Equity Interests (excluding
                           Disqualified Stock) or exchanged for Equity Interests
                           (excluding Disqualified Stock) on or after the Issue
                           Date, the principal amount (plus accrued interest) or
                           accreted value, as applicable, of such unsubordinated
                           Indebtedness that has been converted or exchanged,
                           plus

                                    (C) to the extent that any Restricted
                           Investment that was made after the Issue Date is sold
                           for cash or otherwise liquidated or repaid for cash,
                           the lesser of (i) the cash return of capital with
                           respect to such Restricted Investment (less the cost
                           of disposition, if any), and (ii) the aggregate
                           amount of such Restricted Investment, plus

                                    (D) to the extent that any Unrestricted
                           Subsidiary of the Company is redesignated as a
                           Restricted Subsidiary after the Issue Date, the
                           lesser of (i) the fair market value of the Company's
                           Investment in such Subsidiary as of the date of such
                           redesignation or (ii) such fair market value as of
                           the date on which such Subsidiary was originally
                           designated as an Unrestricted Subsidiary plus the
                           aggregate amount of any Restricted Investments made
                           following the date of such original designation
                           (measured as of the time each such Restricted
                           Investment was made).

         The preceding provisions will not prohibit the payment of any dividend
within 60 days after the date of declaration of the dividend, if at the date of
declaration the dividend payment would have complied with the provisions of the
Indenture.

         (b) So long as no Default has occurred and is continuing or would be
caused thereby, the preceding provisions will not prohibit:

                           (1) the redemption, repurchase, retirement,
                  defeasance or other acquisition of any subordinated
                  Indebtedness of the Company or of any Equity Interests of the
                  Company in exchange or upon conversion for, or out of the Net
                  Cash Proceeds of the substantially concurrent sale (other than
                  to a Restricted Subsidiary of the Company) of, Equity
                  Interests of the Company (other than Disqualified Stock);
                  provided that the amount of any such Net Cash Proceeds that
                  are utilized for any such redemption, repurchase, retirement,
                  defeasance or other


                                       28
<PAGE>
                  acquisition will be excluded from the second clause (3) of
                  Section 4.1(a);

                           (2) the defeasance, redemption, repurchase or other
                  acquisition of subordinated Indebtedness of the Company in
                  exchange for or with the net proceeds in cash from an
                  incurrence of Permitted Refinancing Indebtedness; provided
                  that the amount of any such net cash proceeds that are
                  utilized for any such redemption, repurchase, retirement,
                  defeasance or other acquisition will be excluded from the
                  second clause (3) of Section 4.1(a);

                           (3) the payment of any dividend by a Restricted
                  Subsidiary of the Company to the holders of its Equity
                  Interests on a pro rata basis;

                           (4) the repurchase, redemption or other acquisition
                  or retirement for value of any Equity Interests of the Company
                  or any Restricted Subsidiary of the Company held by any
                  officer, director, consultant or employee of the Company (or
                  of any of its Restricted Subsidiaries) pursuant to any
                  management equity subscription agreement, stock option
                  agreement or similar agreement; provided that the aggregate
                  price paid for all such repurchased, redeemed, acquired or
                  retired Equity Interests may not exceed $10.0 million in any
                  twelve-month period;

                           (5) loans to employees, officers and directors of the
                  Company and its Restricted Subsidiaries not to exceed $10
                  million in the aggregate at any one time outstanding;

                           (6) the repurchase of Equity Securities of the
                  Company that may be deemed to occur upon the cash-less
                  exercise thereof;

                           (7) the making of any payment on or with respect to,
                  or repurchase, redemption, defeasance or acquisition or
                  retirement for value, of any subordinated Indebtedness
                  convertible into Equity Interests (other than Disqualified
                  Stock) of the Company in connection with (i) an optional
                  redemption of such convertible subordinated Indebtedness
                  pursuant to the terms thereof, provided that, the current
                  market price per share of the Company's common stock
                  (calculated based upon the average closing price as reported
                  on the New York Stock Exchange (or other national securities
                  exchange on which such common stock is listed) for the
                  30-trading day period immediately preceding the date any
                  notice of redemption is sent or published) into which such
                  Indebtedness is convertible equals or exceeds 150% of the
                  conversion price in effect for such Indebtedness on the date
                  of such notice, and (ii) the payment by the Company of cash in
                  lieu of any fractional shares deliverable upon conversion of
                  any


                                       29
<PAGE>
                  Indebtedness in compliance with the terms of the instruments
                  governing such Indebtedness; provided that any amounts paid
                  (other than Equity Interests (excluding Disqualified Stock))
                  pursuant to this clause (7) will be deducted in determining
                  the amount of Restricted Payments permitted under the second
                  clause (3) of Section 4.1(a); and

                           (8) other Restricted Payments in an aggregate amount
                  not to exceed $50 million.

         (c) The amount of all Restricted Payments (other than cash) will be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.1 will be determined by an officer of the Company and set
forth in an officers' certificate delivered to the Trustee. If such fair market
value exceeds $50 million, such determination shall be based upon a resolution
of the Board of Directors, which resolution with respect thereto will also be
delivered to the Trustee. Not later than the date of making any Restricted
Payment, the Company will deliver to the Trustee such officers' certificate,
which shall also state that such Restricted Payment is permitted and setting
forth the basis upon which the calculations required by this Section 4.1 were
computed, together with a copy of any fairness opinion or appraisal required by
the Indenture.

SECTION 4.2 Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to create, incur, issue, assume, guarantee or otherwise become
liable, contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided, however, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and
the Company's Restricted Subsidiaries may incur Indebtedness or issue preferred
stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued would have been at least
2.0 to 1.0, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been
incurred or the preferred stock or Disqualified Stock had been issued, as the
case may be, at the beginning of such four-quarter period.

         (b) The provisions of Section 4.2(a) hereof shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

                           (1) the incurrence by the Company and its Restricted
                  Subsidiaries of Indebtedness and letters of credit under the
                  Credit Agreements in an aggregate principal amount at any one
                  time outstanding under this clause (1) (with letters of credit
                  being deemed to have a principal amount equal to the maximum


                                       30
<PAGE>
                  potential liability of the Company and its Restricted
                  Subsidiaries thereunder) (plus any Permitted Refinancing
                  Indebtedness incurred to extend, retire, renew, defease,
                  refinance, replace or refund such Indebtedness) not to exceed
                  the greater of (A) $500.0 million; and (B) the sum of (i) 85%
                  of the value of the Company's and its Restricted Subsidiaries'
                  accounts receivable (before giving effect to any related
                  reserves) shown on the Company's most recent Consolidated
                  balance sheet prepared in accordance with GAAP that are not
                  more than 90 days past due, plus (ii) 60% of the inventory
                  shown on the Company's most recent Consolidated balance sheet
                  in accordance with GAAP; in each case minus the amount of any
                  such Indebtedness (X) retired with the Net Cash Proceeds from
                  any Asset Sale applied to permanently reduce the outstanding
                  amounts or the commitments with respect to such Indebtedness
                  as required pursuant to Section 4.13 hereof or (Y) assumed by
                  a transferee in an Asset Sale; provided that, solely for
                  purposes of calculating the amount of Indebtedness which may
                  be incurred pursuant to this Section 4.2(b)(1), any
                  Indebtedness incurred pursuant to Section 4.2(b)(11) will be
                  deemed to have been incurred under Section 4.2(b)(1)(B);

                           (2) the incurrence by the Company and its Restricted
                  Subsidiaries of the Existing Indebtedness;

                           (3) the incurrence by the Company of Indebtedness
                  represented by the Senior Notes to be issued on the Issue
                  Date;

                           (4) the incurrence by the Company or any of its
                  Restricted Subsidiaries of Permitted Refinancing Indebtedness
                  in exchange for, or the net proceeds of which are used to
                  extend, refund, renew, refinance, defease or replace
                  Indebtedness (other than intercompany Indebtedness) that was
                  permitted by the Indenture to be incurred under Section 4.2(a)
                  or clauses (2), (3) or clause (4) of Section 4.2(b);

                           (5) the incurrence or issuance by the Company or any
                  of its Restricted Subsidiaries of intercompany Indebtedness,
                  Disqualified Stock or preferred stock between or among the
                  Company and any of its Restricted Subsidiaries; provided,
                  however, that:

                                    (A) if the Company is the obligor on such
                           Indebtedness, such Indebtedness must be contractually
                           subordinated in right of payment to the prior payment
                           of all Obligations with respect to the Senior Notes;
                           and

                                    (B) (i) any subsequent issuance or transfer
                           of Equity Interests or other transaction that results


                                       31
<PAGE>
                           in any such Indebtedness, Disqualified Stock or
                           preferred stock being held by a Person other than the
                           Company or a Restricted Subsidiary of the Company and
                           (ii) any sale or other transfer of any such
                           Indebtedness, Disqualified Stock or preferred stock
                           to a Person that is not either the Company or a
                           Restricted Subsidiary of the Company, will be deemed,
                           in each case, to constitute an incurrence of such
                           Indebtedness, Disqualified Stock or preferred stock
                           by the Company or such Restricted Subsidiary, as the
                           case may be, that was not permitted by this Section
                           4.2(b)(5);

                           (6) the incurrence by the Company or any of its
                  Restricted Subsidiaries of Hedging Obligations that are
                  incurred for the purpose of fixing or hedging interest rate
                  risk with respect to any floating and/or fixed rate
                  Indebtedness that is permitted by the terms of the Indenture
                  to be outstanding or for the purpose of fixing or hedging
                  currency exchange risk and not with the purpose of
                  speculation;

                           (7) the guarantee by the Company of Indebtedness of
                  the Company or a Restricted Subsidiary of the Company or the
                  guarantee (given reasonably contemporaneously with the
                  incurrence of Indebtedness being guaranteed) by a Restricted
                  Subsidiary of the Company of Indebtedness of any other
                  Restricted Subsidiary of the Company, in each case that was
                  permitted to be incurred by another provision of this Section
                  4.2 and by Section 4.6;

                           (8) the accrual of interest, the accretion or
                  amortization of original issue discount, the payment of
                  interest on any Indebtedness in the form of additional
                  Indebtedness with the same terms, the accumulation of
                  dividends on Disqualified Stock or preferred stock of
                  Restricted Subsidiaries (to the extent not paid) and the
                  payment of dividends on Disqualified Stock or preferred stock
                  of Restricted Subsidiaries in the form of additional shares of
                  the same class of Disqualified Stock or preferred stock of
                  Restricted Subsidiaries will not be deemed to be an incurrence
                  of Indebtedness or an issuance of Disqualified Stock for
                  purposes of this covenant; provided, in each such case, that
                  the amount thereof is included in Fixed Charges of the Company
                  as accrued;

                           (9) the incurrence by the Company or any of its
                  Restricted Subsidiaries of additional Indebtedness,
                  Disqualified Stock or preferred stock of Restricted
                  Subsidiaries in an aggregate principal amount (or accreted
                  value or liquidation preference, as applicable) at any time
                  outstanding incurred pursuant to this Section 4.2(b)(9), not
                  to exceed $75 million;


                                       32
<PAGE>
                           (10) Indebtedness incurred solely in respect of
                  bankers acceptances, letters of credit and performance bonds
                  (to the extent that such incurrence does not result in the
                  incurrence of any obligation to repay any obligation relating
                  to borrowed money or other Indebtedness), all in the ordinary
                  course of business in amounts and for the purposes customary
                  in the Company's industry; and

                           (11) the incurrence by the Company or any of its
                  Restricted Subsidiaries of Indebtedness represented by Capital
                  Lease Obligations, mortgage or equipment financings or other
                  Indebtedness or Disqualified Stock, in each case, incurred for
                  the purpose of financing all or any part of the purchase price
                  or cost of engineering, installation, acquisition, lease,
                  construction or improvement of property, plant or equipment
                  used in the business of the Company or such Restricted
                  Subsidiary, in an aggregate principal amount, liquidation
                  amount, or accreted value, as applicable, not to exceed 10% of
                  Consolidated Net Tangible Assets at any time outstanding;
                  provided that solely for purposes of calculating the amount of
                  Indebtedness which may be incurred pursuant to this Section
                  4.2(b)(11), any Indebtedness incurred pursuant to Section
                  4.2(b)(1)(B) will be deemed to have been incurred under this
                  Section 4.2(b)(11).

         The Company shall not incur any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of the Company unless such Indebtedness is also contractually subordinated in
right of payment to the Senior Notes on substantially identical terms; provided,
however, that no Indebtedness of the Company shall be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely
by virtue of being unsecured.

         (c) For purposes of determining compliance with this Section 4.2, in
the event that an item of proposed Indebtedness or Disqualified Stock or
preferred stock of a Restricted Subsidiary, or portion thereof meets the
criteria of more than one of the categories of Permitted Debt described in
Section 4.2(b)(1) through (11) above, or is entitled to be incurred pursuant to
Section 4.2(a), the Company will be permitted to classify such item of
Indebtedness or Disqualified Stock or preferred stock of a Restricted
Subsidiary, or portion thereof on the date of its incurrence, or later
reclassify all or a portion of such item of Indebtedness or Disqualified Stock
or preferred stock of a Restricted Subsidiary, or portion thereof, in any manner
that complies with this Section 4.2, except that Indebtedness under the Credit
Agreements (as described in clause (1) of the definition thereof) will be deemed
to have been incurred in reliance on the exception provided by Section
4.2(b)(1).

         (d) For purposes of determining any particular amount of Indebtedness
under this Section 4.2, Guarantees, Liens or obligations with respect to letters
of credit supporting Indebtedness otherwise included in the determination of
such particular amount shall not be included to the extent that including such
amount shall cause duplication.


                                       33
<PAGE>
         (e) For purposes of determining compliance with this Section 4.2, the
U.S. dollar-equivalent principal amount of Indebtedness denominated in any
currency other than U.S. dollars shall be calculated based on the relevant
currency exchange rate in effect as of the date such Indebtedness is incurred,
in the case of term debt, or first committed, in the case of revolving credit
debt; provided that the amount of any Permitted Refinancing Indebtedness
denominated in the same currency as the Indebtedness being refinanced thereby,
shall be calculated based on the relevant exchange rate in effect as of the date
of the incurrence of the Indebtedness being so refinanced.

SECTION 4.3 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

                           (1) pay dividends or make any other distributions on
                  its Capital Stock to the Company or any of its Restricted
                  Subsidiaries, or with respect to any other interest or
                  participation in, or measured by, its profits, or pay any
                  indebtedness owed to the Company or any of its Restricted
                  Subsidiaries;

                           (2) make loans or advances to the Company or any of
                  its Restricted Subsidiaries; or

                           (3) transfer any of its properties or assets to the
                  Company or any of its Restricted Subsidiaries.

         (b) The restrictions of Section 4.3(a) shall not apply to encumbrances
or restrictions existing under or by reason of:

                           (1) agreements and instruments governing Existing
                  Indebtedness, Existing Synthetic Lease Financings, the Credit
                  Agreements and other agreements as in effect (or if not in
                  effect, as attached hereto as Exhibit A) on the Issue Date and
                  any amendments, modifications, restatements, renewals,
                  increases, supplements, refundings, replacements or
                  refinancings of those agreements, provided that the
                  amendments, modifications, restatements, renewals, increases,
                  supplements, refundings, replacement or refinancings and
                  Credit Agreements are not materially more restrictive, taken
                  as a whole, with respect to such dividend and other payment
                  restrictions directly or indirectly affecting payments from
                  Restricted Subsidiaries to the Company or to other Restricted
                  Subsidiaries of the Company than those contained in those
                  agreements on the Issue Date;

                           (2) the Indenture and the Senior Notes;

                           (3) applicable law;


                                       34
<PAGE>
                           (4) any agreement or instrument of a Person acquired
                  by the Company or any of its Restricted Subsidiaries as in
                  effect at the time of such acquisition (except to the extent
                  such agreement or instrument was entered into in connection
                  with or in contemplation of such acquisition), which
                  encumbrance or restriction is not applicable to the Company or
                  any of its Restricted Subsidiaries or the properties or assets
                  of the Company or any of its Restricted Subsidiaries, other
                  than, in each case, the Person, or the property or assets of
                  the Person, so acquired, provided that, in the case of any
                  agreement or instrument with respect to Indebtedness, such
                  Indebtedness was permitted by the terms of the Indenture to be
                  incurred;

                           (5) customary non-assignment provisions in leases and
                  licenses entered into in the ordinary course of business and
                  consistent with past practices;

                           (6) purchase money obligations for property acquired
                  in the ordinary course of business and provisions contained in
                  operating leases that impose restrictions on the property
                  acquired or leased of the nature described in Section
                  4.3(a)(3);

                           (7) any agreement for the sale or other disposition
                  of a Restricted Subsidiary that contains any of the
                  encumbrances or restrictions described in Section 4.3(a) as
                  they relate to that Restricted Subsidiary pending its sale or
                  other disposition;

                           (8) any agreement or instrument governing Permitted
                  Refinancing Indebtedness, provided that the restrictions
                  contained in the agreements governing such Permitted
                  Refinancing Indebtedness are no more restrictive, taken as a
                  whole, than those contained in the agreements governing the
                  Indebtedness being refinanced;

                           (9) Liens securing Indebtedness otherwise permitted
                  to be incurred under the provisions of Section 4.7 that limit
                  the right of the debtor to dispose of the assets subject to
                  such Liens;

                           (10) provisions with respect to the disposition or
                  distribution of assets or property in joint venture
                  agreements, partnership agreements, assets sale agreements,
                  stock sale agreements and other similar agreements entered
                  into in the ordinary course of business, in each case to the
                  extent that the counterparty to such agreement is not an
                  Affiliate of the Company;

                           (11) restrictions on cash or other deposits or net
                  worth imposed by customers under contracts entered into in the
                  ordinary course of business; and


                                       35
<PAGE>
                           (12) restrictions contained in Qualified Foreign
                  Indebtedness.

SECTION 4.4 Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value (as determined by the Board of Directors) of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary properly designated (and any Investments made in such Unrestricted
Subsidiary after the date of designation) will be deemed to be Investments made
as of the time of the designation (or the date of such Investment, as the case
may be) and will reduce the amount available for Restricted Payments under
Section 4.1(a) or Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.

SECTION 4.5 Transactions with Affiliates.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

                           (1) the Affiliate Transaction is on terms that are no
                  less favorable to the Company or the relevant Restricted
                  Subsidiary than those that could reasonably be expected to be
                  obtained in a comparable transaction by the Company or such
                  Restricted Subsidiary with an unrelated Person; and

                           (2) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $50 million, the Company delivers
                  to the Trustee either a resolution of the Board of Directors
                  set forth in an officers' certificate certifying that such
                  Affiliate Transaction complies with this covenant and that
                  such Affiliate Transaction has been approved by a majority of
                  the disinterested members of the Board of Directors, or an
                  opinion as to the fairness to the Company of such Affiliate
                  Transaction from a financial point of view issued by an
                  accounting, appraisal or investment banking firm of national
                  standing.

         (b) The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of Section
4.5(a) hereof:


                                       36
<PAGE>
                           (1) any employment agreement entered into by the
                  Company or any of its Restricted Subsidiaries in the ordinary
                  course of business and consistent with the past practice of
                  the Company or such Restricted Subsidiary;

                           (2) Affiliate Transactions between or among the
                  Company and/or its Subsidiaries;

                           (3) Restricted Payments and Permitted Investments
                  that are permitted by Section 4.1 hereof;

                           (4) the entering into, maintaining or performance of
                  any employment contract, collective bargaining agreement,
                  benefit plan, program or arrangement, related trust agreement
                  or any other similar arrangement (in each case entered into in
                  the ordinary course of business consistent with past practice)
                  for or with any employee, officer or director, including
                  vacation, health, insurance, deferred compensation,
                  retirement, savings or other similar plans;

                           (5) the payment of compensation, performance of
                  indemnification or contribution obligations, or an issuance,
                  grant or award of stock, options or other equity related
                  interests to employees, officers or directors in the ordinary
                  course of business; and

                           (6) the payment of reasonable and customary fees and
                  the provision of indemnities to directors in connection with
                  their services.

SECTION 4.6 Limitations on Issuances of Guarantees of Indebtedness.

         (a) The Company shall not permit any of its Restricted Subsidiaries,
directly or indirectly, to Guarantee the payment of any other Indebtedness of
the Company (other than Indebtedness under the Credit Agreements) unless such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture providing for the Guarantee of the payment of the Senior Notes by such
Restricted Subsidiary, which Guarantee will be senior to or pari passu in right
of payment or priority of Lien, as applicable, with such Restricted Subsidiary's
Guarantee of or pledge to secure such other Indebtedness.

         (b) Notwithstanding Section 4.6(a), any such Guarantee of the Senior
Notes shall provide by its terms that it will be automatically and
unconditionally released and discharged:

                           (1) in connection with any sale or other disposition
                  of all of the assets of that Guarantor (including by way of
                  merger or consolidation) to a Person that is not (either
                  before or after giving effect to such transaction) a
                  Restricted Subsidiary of the


                                       37
<PAGE>
                  Company, if the sale or other disposition complies with the
                  "Asset Sale" provisions of the Indenture; or

                           (2) in connection with any sale of all or
                  substantially all of the Capital Stock of a Guarantor to a
                  Person that is not (either before or after giving effect to
                  such transaction) a Restricted Subsidiary of the Company, if
                  the sale complies with Section 4.13 hereof and such Guarantor
                  ceases to be a Subsidiary of the Company;

provided, however, that any such release and discharge shall occur only to the
extent that all obligations of such Guarantor under all of its guarantees of the
Company's or its Restricted Subsidiaries' Indebtedness shall also terminate upon
such release, sale or transfer and none of such Guarantor's Equity Interests are
pledged for the benefit of any holder of any such Indebtedness of the Company or
its Restricted Subsidiaries.

SECTION 4.7 Liens.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing
Indebtedness upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under the Indenture and the Senior Notes are
secured on an equal and ratable basis with the obligations so secured until such
time as such obligations are no longer so secured.

SECTION 4.8 Sale and Leaseback Transactions.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if:

         (a) the Company or that Restricted Subsidiary, as applicable, could
have incurred Indebtedness in an amount equal to the Attributable Debt relating
to such sale and leaseback transaction under the Fixed Charge Coverage Ratio
test set forth in Section 4.2(a) hereof or under clause (11) of the definition
of Permitted Debt;

         (b) only with respect to any sale leaseback transaction in which the
assets subject to such sale leaseback have a fair market value (as determined by
the Company in good faith) in excess of $10 million, the gross cash proceeds of
that sale and leaseback transaction, when the terms of the lease are taken into
account, are at least equal to the fair market value, as determined in good
faith by the Board of Directors, of the property that is the subject of that
sale and leaseback transaction; and

         (c) the transfer of assets in that sale and leaseback transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with Section 4.13 hereof;

provided that Sections 4.8(a) and 4.8(c) will have no effect following the
occurrence of the Fall-Away Event.


                                       38
<PAGE>
SECTION 4.9

Merger, Consolidation or Sale of Assets.

         The Company shall not:

         (a) consolidate or merge with or into another Person (whether or not
the Company is the surviving corporation); or

         (b) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another
Person, unless:

                           (1) either: (A) the Company is the surviving
                  corporation; or (B) the Person formed by or surviving any such
                  consolidation or merger (if other than the Company) or to
                  which such sale, assignment, transfer, conveyance or other
                  disposition has been made is a corporation organized or
                  existing under the laws of the United States, any state of the
                  United States or the District of Columbia;

                           (2) the Person formed by or surviving any such
                  consolidation or merger (if other than the Company) or the
                  Person to which such sale, assignment, transfer, conveyance or
                  other disposition has been made assumes all the obligations of
                  the Company under the Senior Notes and the Indenture;

                           (3) immediately after such transaction, no Default or
                  Event of Default exists;

                           (4) the Company or the Person formed by or surviving
                  any such consolidation or merger (if other than the Company),
                  or to which such sale, assignment, transfer, conveyance or
                  other disposition has been made will, on the date of such
                  transaction after giving pro forma effect thereto and any
                  related financing transactions as if the same had occurred at
                  the beginning of the applicable four-quarter period, be
                  permitted to incur at least $1.00 of additional Indebtedness
                  pursuant to the Fixed Charge Coverage Ratio test set forth in
                  Section 4.2(a); and

                           (5) immediately after giving effect to such
                  transaction on a pro forma basis, the Consolidated Net Worth
                  of the Company or the Person formed by or surviving any such
                  consolidation or merger (if other than the Company), or to
                  which such sale, assignment, transfer, conveyance or other
                  disposition has been made is at least equal to the
                  Consolidated Net Worth of the Company immediately prior to
                  such transaction,

provided that Sections 4.9(b)(4) and 4.9(b)(5) will have no effect following the
occurrence of the Fall-Away Event.

         (c) Upon any consolidation or merger or any sale, assignment, transfer,
conveyance or other disposition of all or substantially all of the Company's
assets in


                                       39
<PAGE>
accordance with the foregoing, the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition has been made shall
succeed to and be substituted for, and may exercise every right and power of,
the Company under the Indenture with the same effect as if such successor
corporation had been named therein as the Company, and the Company shall be
released from the obligations under the Senior Notes and the Indenture, except
with respect to any obligations that arise from, or are related to, such
transaction.

         (d) This Section 4.9 shall not apply to a merger, consolidation, sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Restricted Subsidiaries so long as such transaction
is not for the purpose of evading this provision and/or is not in connection
with any other transaction.

SECTION 4.10 Payments for Consent.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Senior Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the Indenture or the Senior Notes, unless such consideration is offered to be
paid and is paid to all Holders of the Senior Notes who consent, waive or agree
to amend in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.

SECTION 4.11 Reports.

         Whether or not required by the Commission, so long as any Senior Notes
are outstanding, the Company shall furnish to the Holders of Senior Notes,
within the time periods specified in the Commission's rules and regulations:

         (a) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and 10-K
if the Company were required to file such 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 Company's certified independent accountants; and

         (b) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports.

         In addition, whether or not required by the Commission, the Company
shall file a copy of all of the information and reports referred to in clauses
(a) and (b) above with the Commission for public availability within the time
periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request; provided that any
information accepted for filing by the Commission shall be deemed to have been
provided to the Holders, security analysts and prospective investors for
purposes hereof.

SECTION 4.12 Change of Control.


                                       40
<PAGE>
         (a) If a Change of Control occurs, each Holder of Senior Notes will
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple of $1,000) of that Holder's Senior Notes pursuant
to an offer on the terms set forth in this Indenture (the "Change of Control
Offer"). In the Change of Control Offer, the Company shall offer a payment in
cash equal to 101% of the aggregate principal amount of Senior Notes
repurchased, plus accrued and unpaid interest on the Senior Notes repurchased,
to, but not including, the date of purchase (the "Change of Control Payment").
Within twenty business days following any Change of Control, the Company shall
mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase Senior Notes on the
date specified in the notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the " Change of Control
Payment Date"), pursuant to the procedures required by this Indenture and
described in such notice. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Senior Notes as a result of a Change of Control. To
the extent that the provisions of any securities laws or regulations conflict
with the Change of Control provisions of this Indenture, the Company shall
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the Change of Control provisions
of this Indenture by virtue of such conflict.

         (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful:

                           (1) accept for payment all Senior Notes or portions
                  of Senior Notes (equal to $1,000 principal amount or an
                  integral multiple thereof) properly tendered and not withdrawn
                  pursuant to the Change of Control Offer;

                           (2) deposit with the Paying Agent an amount equal to
                  the Change of Control Payment in respect of all such Senior
                  Notes or portions of Senior Notes properly tendered; and

                           (3) deliver or cause to be delivered to the Trustee
                  the Senior Notes properly accepted together with an Officers'
                  Certificate stating the aggregate principal amount of Senior
                  Notes or portions of Senior Notes being purchased by the
                  Company.

         (c) The Paying Agent shall promptly mail to each Holder of accepted
Senior Notes the Change of Control Payment for such Senior Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Senior Note equal in principal amount to any
unpurchased portion of the Senior Notes surrendered, if any; provided that each
Senior Note shall be in a principal amount of $1,000 or an integral multiple of
$1,000.

         (d) The Company shall publicly announce the results of the Change of
Control Offer on, or as soon as practicable after, the Change of Control Payment
Date.


                                       41
<PAGE>
         (e) The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Senior Notes properly tendered and not withdrawn under
the Change of Control Offer.

SECTION 4.13 Asset Sales.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale, unless:

                           (1) the Company (or the Restricted Subsidiary, as the
                  case may be) receives consideration at the time of the Asset
                  Sale at least equal to the fair market value of the assets or
                  Equity Interests issued or sold or otherwise disposed of;

                           (2) if such Asset Sale, or any group of related Asset
                  Sales, is for assets with a fair market value in excess of $50
                  million, the fair market value is determined by the Company's
                  Board of Directors and evidenced by a resolution of the Board
                  of Directors set forth in an Officers' Certificate delivered
                  to the Trustee; and

                           (3) at least 75% of the consideration received in the
                  Asset Sale by the Company or such Restricted Subsidiary
                  consists of cash, Cash Equivalents or Replacement Assets. For
                  purposes of this provision, each of the following will be
                  deemed to be cash:

                                    (A) any liabilities (other than contingent
                           liabilities and liabilities that are by their terms
                           subordinated to the Senior Notes), as shown on the
                           Company's most recent Consolidated balance sheet, of
                           the Company or any Restricted Subsidiary that are
                           assumed by the transferee of any such assets pursuant
                           to an agreement that expressly releases the Company
                           or such Restricted Subsidiary from further liability;

                                    (B) property that within 60 days of such
                           Asset Sale is converted, sold or exchanged by the
                           Company or such Restricted Subsidiary into cash, Cash
                           Equivalents or Replacement Assets; provided that any
                           such cash and Cash Equivalents shall be treated as
                           Net Cash Proceeds attributable to the original Asset
                           Sale for which such property was received; and

                                    (C) Indebtedness of any Restricted
                           Subsidiary that is no longer a Restricted Subsidiary
                           as a result


                                       42
<PAGE>
                           of such Asset Sale, if the Company and all of its
                           Restricted Subsidiaries immediately are released from
                           all Guaranties, if applicable, of payments or other
                           Obligations with respect to such Indebtedness and
                           such Indebtedness is no longer the liability of the
                           Company or any of its Restricted Subsidiaries.

         (b) Within 360 days after the receipt of any Net Cash Proceeds from an
Asset Sale, the Company or such Restricted Subsidiary shall apply those Net Cash
Proceeds:

                           (1) permanently to repay Indebtedness and other
                  Obligations under the Credit Agreements, any secured,
                  unsubordinated Indebtedness of the Company or any Indebtedness
                  of any Restricted Subsidiary of the Company and if the
                  Indebtedness repaid is revolving credit Indebtedness, to
                  correspondingly reduce commitments with respect thereto;

                           (2) to acquire all or substantially all of the assets
                  of another Permitted Business; or

                           (3) to acquire other assets that are immediately used
                  or useful in a Permitted Business or to make Permitted
                  Investments (other than pursuant to clauses (1) or (2) of the
                  definition thereof other than repurchases of Senior Notes).

         (c) Pending the final application of any Net Cash Proceeds, the Company
may temporarily reduce revolving credit borrowings or otherwise invest the Net
Cash Proceeds in any manner that is not prohibited by this Indenture.

         (d) Any Net Cash Proceeds from Asset Sales that are not applied or
invested as provided in Section 4.13(b) shall constitute "Excess Proceeds." When
the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall
make an Asset Sale Offer to all Holders of Senior Notes and, at the option of
the Company, to all holders of other Indebtedness that ranks pari passu in right
of payment with the Senior Notes containing provisions requiring the Company or
its Restricted Subsidiaries to offer to purchase or to redeem such Indebtedness
with the proceeds of sales of assets, to purchase the maximum principal amount
of Senior Notes and such other pari passu Indebtedness that may be purchased out
of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of principal amount, plus accrued and unpaid interest to, but not
including, the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company or its
Restricted Subsidiaries, as applicable, may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal
amount of notes and other pari passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee will select the Senior
Notes and such other pari passu Indebtedness to be purchased on a pro rata basis
or such other basis allowed by this Indenture and such other Indebtedness. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset
at zero.


                                       43
<PAGE>
         (e) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Senior Notes pursuant to an Asset Sale Offer. To the extent that
the provisions of any securities laws or regulations conflict with the Asset
Sale provisions of the Indenture, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of the Indenture by virtue of such
conflict.

SECTION 4.14 Fall-Away Event.

         (a) If on any date following the Issue Date:

                           (1) the Senior Notes are rated Baa3 or above by
                  Moody's and BBB- or above by S&P (or, if either such entity
                  ceases to rate the Senior Notes for reasons outside of the
                  control of the Company, the equivalent investment grade credit
                  rating from any other "nationally recognized statistical
                  rating organization" within the meaning of Rule
                  15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
                  Company as a replacement agency); and

                           (2) no Default or Event of Default shall have
                  occurred and be continuing;

(the occurrence of the foregoing events being collectively referred to as the
"Fall-Away Event"), then, upon the request of the Company to the Trustee,
beginning on the day of such request and continuing at all times thereafter
regardless of any subsequent changes in the rating of the Senior Notes, Sections
3.2, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.12 and 4.13 shall no longer be applicable
to the Senior Notes and Sections 4.8(a) and (c) and 4.9(b)(4) and (b)(5) shall
also not be applicable to the Senior Notes.

         (b) Notwithstanding Section 4.14(a), so long as the Senior Notes are
outstanding, including following the occurrence of the Fall-Away Event, the
Company and its Restricted Subsidiaries shall be subject to Sections 4.7, 4.8
(other than clauses (a) and (c) thereof), 4.9 (other than clauses (b)(4) and
(b)(5) thereof) and 4.10.

                                   ARTICLE V

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 5.1 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 5.2 or 5.3 hereof applied to all outstanding Senior Notes upon
compliance with the conditions set forth below in this Article V.


                                       44
<PAGE>
SECTION 5.2 Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 5.1 hereof of the option
applicable to this Section 5.2, the Company shall, subject to the satisfaction
of the conditions set forth in Section 5.4 hereof, be deemed to have been
discharged from its Obligations with respect to all outstanding Senior Notes on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Senior Notes, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 5.5 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all of its
obligations under such Senior Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:

         (a) the rights of Holders of outstanding Senior Notes to receive
payments in respect of the principal of, or interest or premium, if any, on such
Senior Notes when such payments are due from the trust referred to in Section
5.4 hereof;

         (b) the Company's obligations with respect to such Senior Notes under
Article 3 of the Senior Indenture and Section 10.2 of the Senior Indenture.

         (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, and the Company's obligations in connection therewith; and

         (d) this Article V.

         Subject to compliance with this Article V, the Company may exercise its
option under this Section 5.2 notwithstanding the prior exercise of its option
under Section 5.3 hereof.

SECTION 5.3 Covenant Defeasance.

         Upon the Company's exercise under Section 5.1 hereof of the option
applicable to this Section 5.3, the Company shall, subject to the satisfaction
of the conditions set forth in Section 5.4 hereof, be released from its
obligations under the covenants contained in Sections 10.6, 10.7, 10.8 and 10.9
of the Senior Indenture and Article IV hereof with respect to the outstanding
Senior Notes on and after the date the conditions set forth in Section 5.4
hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Senior Notes
shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Senior Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Senior
Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not


                                       45
<PAGE>
constitute a Default or an Event of Default under Article VI hereof, but, except
as specified above, the remainder of the Indenture and such Senior Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
5.1 hereof of the option applicable to this Section 5.3, subject to the
satisfaction of the conditions set forth in Section 5.4 hereof, Sections 6.1(c)
through 6.1 (g) hereof shall not constitute Events of Default.

SECTION 5.4 Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 5.2 or 5.3 hereof to the outstanding Senior Notes:

         (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of the Senior Notes, cash in U.S. dollars, non -
callable Government Securities, or a combination thereof, in such amounts as
shall be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, or interest and
premium, if any, on the outstanding Senior Notes on the stated maturity thereof
or on the applicable redemption date, as the case may be, and the Company must
specify whether the Senior Notes are being defeased to maturity or to a
particular redemption date;

         (b) in the case of Legal Defeasance, the Company has delivered to the
Trustee an Opinion of Counsel confirming that (1) the Company has received from
or there has been published by, the Internal Revenue Service a ruling or (2)
since the Issue Date, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Senior Notes shall
not recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and shall be subject to 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;

         (c) in the case of Covenant Defeasance, the Company has delivered to
the Trustee an Opinion of Counsel confirming that the Holders of the outstanding
Senior Notes shall not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and shall be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

         (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) and no
Event of Default relating to bankruptcy or insolvency may occur at any time from
the date of such deposit to the 91st calendar day thereafter;

         (e) such Legal Defeasance or Covenant Defeasance shall not result in
breach or violation of, or constitute a default under any material agreement or
instrument (other than as permitted in Section 5.4(d)) to which the Company or
any of its Restricted Subsidiaries is a party or by which the Company or any of
its Restricted Subsidiaries is bound;


                                       46
<PAGE>
         (f) the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of Senior Notes over the other creditors of the Company
with the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

         (g) the Company must deliver to the Trustee (i) an Officers'
Certificate stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance provided for in Sections 5.4(a) - (f)
hereof, as applicable, have been complied with, and (ii) an Opinion of Counsel
(which Opinion of Counsel may be subject to customary assumptions and
exclusions) stating that all conditions precedent provided for in clauses (b) or
(c), as applicable, and, to the knowledge of such counsel, (e) of this
paragraph, have been complied with.

SECTION 5.5 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions.

         Subject to Section 5.6 hereof, all money and non - callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 5.5, the
"Trustee") pursuant to Section 5.4 hereof in respect of the outstanding Senior
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Senior Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Senior Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed or assessed against the cash or non - callable Government
Securities deposited pursuant to Section 5.4 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Senior
Notes.

         Anything in this Article V to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non - callable Government Securities held by it as provided
in Section 5.4 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
5.4(a) hereof), are in excess of the amount hereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 5.6 Repayment to the Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, interest or
premium, if any, on any Senior Note and remaining unclaimed for two years after
such principal, and premium, if any, or interest has become due and payable
shall be paid to the Company on its request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Senior Note shall
thereafter, as an unsecured creditor, look only to the Company for


                                       47
<PAGE>
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times
(national edition) and The Wall Street Journal (national edition), 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 notification or
publication, any unclaimed balance of such money then remaining shall be repaid
to the Company.

SECTION 5.7 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 5.2 or
5.3 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under the Indenture and the Senior
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 5.2 or 5.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 5.2 or 5.3 hereof,
as the case may be; provided, however, that, if the Company makes any payment or
principal of, premium, if any, or interest on any Senior Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Senior Notes to receive such payment from the money held
by the Trustee or Paying Agent.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

SECTION 6.1 Events of Default.

         Each of the following is an Event of Default:

         (a) default for 30 days in the payment when due of interest on the
Senior Notes;

         (b) the Company's failure to pay all or any part of the principal of,
or premium, if any, on the Senior Notes when and as the same becomes due and
payable at maturity, redemption, by acceleration or otherwise, including,
without limitation, payments described under Sections 4.12 or 4.13 or the
failure of the Company or any of its Restricted Subsidiaries to comply with the
provisions of Section 4.9;

         (c) failure by the Company or any of its Restricted Subsidiaries for 30
days after notice by the Trustee or the Holders of at least 25% of the Senior
Notes then outstanding to comply with any of the other agreements in the
Indenture;

         (d) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or
is created after the Issue Date, if that default;


                                       48
<PAGE>
                           (1) is caused by a failure to pay principal of, or
                  interest or premium, if any, on such Indebtedness prior to the
                  expiration of the grace period provided in such Indebtedness
                  on the date of such default (a "Payment Default"); or

                           (2) results in the acceleration of such Indebtedness
                  prior to its express maturity;

provided that, in the case of an acceleration or Payment Default resulting from
such acceleration solely with respect to the $394 million of certain of the
Company's operating leases as described in the Prospectus Supplement under the
heading "Risk Factors - Risks Relating to the Notes - We will be required to
obtain waivers, consents or amendments from holders of certain of our financial
instruments or will be required to prepay those obligations," such acceleration
or Payment Default resulting from such acceleration is not cured on or prior to
the fifth business day following acceleration and; provided further in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $50.0
million or more (or, following a Fall Away Event, such amount aggregates to
$100.0 million or more);

         (e) failure by the Company or any of its Restricted Subsidiaries to pay
final judgments aggregating in excess of $50.0 million (or, following a Fall
Away Event, judgments aggregating in excess of $100.0 million), which judgments
are not paid, discharged or stayed for a period of 60 days;

         (f) the Company or any of its Restricted Subsidiaries:

                           (1) commences a voluntary case under Title 11, U.S.
                  Code or any similar federal or state law for the relief of
                  debtors (collectively, "Bankruptcy Laws"),

                           (2) consents to the entry of an order for relief
                  against it in an involuntary case under any applicable
                  Bankruptcy Law,

                           (3) consents to the appointment of a custodian of it
                  or for all or substantially all of its property,

                           (4) makes a general assignment for the benefit of its
                  creditors, or

                           (5) generally is not paying its debts as they become
                  due; or

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

                           (1) is for relief against the Company or any of its
                  Restricted Subsidiaries;


                                       49
<PAGE>
                           (2) appoints a custodian of the Company or any of its
                  Restricted Subsidiaries or for all or substantially all of the
                  property of the Company or any of its Restricted Subsidiaries;
                  or

                           (3) orders the liquidation of the Company or any or
                  its Restricted Subsidiaries;

         and the order or decree remains unstayed and in effect for 60
consecutive days.

SECTION 6.2 Acceleration.

         If any Event of Default occurs (other than an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof) and is continuing, then
the Trustee, upon request of the Holders of at least 25% in principal amount of
the Senior Notes then outstanding, or the Holders of at least 25% in principal
amount of the Senior Notes then outstanding may declare the principal of,
premium and accrued interest, if any, on all the Senior Notes to be due and
payable by notice in writing to the Company and the Trustee specifying the
respective Event of Default and that such notice is a "notice of acceleration"
(the "Acceleration Notice"), and the same shall become immediately due and
payable. Notwithstanding the foregoing, if an Event of Default specified in
clause (f) or (g) of Section 6.1 hereof occurs with respect to the Company, any
Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Senior Notes shall be due and payable immediately
without further action or notice. The Holders of a majority in aggregate
principal amount of the Senior Notes then outstanding by written notice to the
Trustee may on behalf of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

         If an Event of Default occurs on or after February 15, 2006 by reason
of any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that they Company
would have had to pay if the Company then had elected to redeem the Senior Notes
pursuant to Section 3.1(b) hereof, then, upon acceleration of the Senior Notes,
an equivalent premium shall also become and be immediately due and payable, to
the extent permitted by law, anything in the Indenture or in the Senior Notes to
the contrary notwithstanding. If an Event of Default occurs prior to February
15, 2006 by reason of any willful action (or inaction) taken (or not taken) by
or on behalf of the Company with the intention of avoiding any prohibition on
redemption of the Senior Notes prior to February 15, 2006, then, upon
acceleration of the Senior Notes, an additional premium shall also become and be
immediately due and payable, to the extent permitted by law, in an amount, for
each of the years beginning on February 15 of the years set forth below, as set
forth below (expressed as a percentage of the aggregate principal amount to the
date of payment that would otherwise be due but for the provisions of this
sentence:


                                       50
<PAGE>
<TABLE>
<CAPTION>
        YEAR                                                    PERCENTAGE
        ----                                                    ----------
<S>                                                             <C>
        2002..................................................  109.625%
        2003..................................................  108.422%
        2004..................................................  107.219%
        2005..................................................  106.016%
</TABLE>

                                  ARTICLE VII

                               FORM OF SENIOR NOTE

SECTION 7.1 Form of Senior Note.

         The Senior Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms:

         [IF THE SENIOR NOTE IS A GLOBAL NOTE, INSERT - This is a Global Note
within the meaning of the Indenture hereinafter referred to and its registered
in the name of the Depositary or a nominee of the Depositary. This Senior Note
is exchangeable for Senior Notes registered in the name of a person other than
the Depositary or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Senior Note (other than a transfer of this
Senior Note as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

         Unless this Senior Note is presented by an authorized representative of
The Depositary Trust Company, a New York corporation ("DTC") to the issuer or
its agent for registration of transfer, exchange, or payment, and any Senior
Note issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

No._____________

CUSIP No. 834182 AN7                                          $_________________

ISIN No.   US834182AN70

                              SOLECTRON CORPORATION

                           9.625% SENIOR NOTE DUE 2009

         SOLECTRON CORPORATION, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to __________________ the


                                       51
<PAGE>
principal sum of ________ dollars ($__________) on February 15, 2009 (such date
is hereinafter referred to as the "Stated Maturity") and to pay interest on said
principal sum from February 6, 2002, or from the most recent interest payment
date (each such date, an "Interest Payment Date") to which interest has been
paid or duly provided for, semi-annually in arrears on February 15 and August 15
of each year, commencing August 15, 2002, at the rate of 9.625% per annum (the
"Interest Rate") until the principal hereof is paid or made available for
payment; provided that any principal and installment of interest which is
overdue shall bear interest (to the extent that payment of such interest is
enforceable under applicable law) at the Interest Rate from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. In the event that any date on which interest
is payable on this Senior Note is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effects as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
in whose name this Senior Note is registered at the close of business on the
Regular Record Date for such interest installment, which as long as any Senior
Notes are represented by a Global Note shall be the close of business on the
immediately preceding February 1 for interest payable on the Senior Notes on
February 15 and the close of business on the immediately preceding August 1 for
interest payable on the Senior Notes on August 15; provided, however, if
pursuant to the terms of the Indenture the Senior Notes are no longer
represented by a Global Note, the Company may select such Regular Record Date
for such interest installment which shall be more than one Business Day but less
than 60 Business Days prior to an Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such Regular Record Date and may be paid to
the Person in whose name this Senior Notes is registered at the close of
business on a Special Record Date to be fixed by the Trustee for the payment of
such Defaulted Interest, notice whereof shall be given to the registered Holders
of this series of Senior Notes not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Senior Notes may be listed, and upon such notice as may be required by such
exchange all as more fully provided in the Indenture. The principal of and the
interest on this Senior Note shall be payable at the Office or Agency of the
Company maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the Security Register or by wire transfer to an account
appropriately designated by the Holder entitled thereto.

         This Senior Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the


                                       52
<PAGE>
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

         The provisions of this Senior Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.


                                       53
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this instrument to be
     executed.

                                            SOLECTRON CORPORATION


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


Attest:


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


CERTIFICATE OF AUTHENTICATION

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

Dated:          , 2002

                                       STATE STREET BANK AND TRUST COMPANY
                                       OF CALIFORNIA, N.A.,
                                       as Trustee


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


                                       54
<PAGE>
                        (FORM OF REVERSE OF SENIOR NOTE)

         This Senior Note is one of a duly authorized series of the senior notes
of the Company (herein sometimes referred to as the "Senior Notes"), specified
in the Indenture hereinafter referred to, all issued or to be issued in one or
more series under and pursuant to a Senior Debt Securities Indenture dated as of
February 6, 2002 (the "Senior Indenture"), duly executed and delivered between
the Company and State Street Bank and Trust Company of California, N.A., as
Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture,
dated February 6, 2002, duly executed and delivered between the Company and the
Trustee (the "First Supplemental Indenture" and together with the Senior
Indenture, the "Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Senior Notes. By the terms of the Indenture, the
Senior Notes are issuable in series that may vary as to amount, date of
maturity, rate of interest and in other respects as provided in the Indenture.
This series of Senior Notes is limited in aggregate principal amount as
specified in said First Supplemental Indenture.

         At any time prior to February 15, 2005, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Senior
Notes issued under the Indenture at a redemption price of 109.625% of the
principal amount, plus accrued and unpaid interest, to, but not including, the
redemption date, with cash in an amount not in excess of the Net Cash Proceeds
of one or more Qualified Equity Offerings; provided that (i) at least 65% of the
aggregate principal amount of Senior Notes issued under the Indenture remains
outstanding immediately after the occurrence of such redemption (excluding
Senior Notes held by the Company and its Subsidiaries); and (ii) the redemption
occurs within 90 days of the date of the closing of such Qualified Equity
Offering.

         On or after February 15, 2006, the Company may redeem all or a part of
the Senior Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest on the Senior Notes redeemed, to, but
not including, the applicable redemption date, if redeemed during the
twelve-month period beginning on February 15 of the years indicated below:

<TABLE>
<CAPTION>
                    Year                          Percentage
                    ----                          ----------
<S>                                               <C>
                    2006                          104.813%
                    2007                          102.406%
                    2008 and thereafter           100.000%
</TABLE>

         In addition, at any time prior to February 15, 2006, the Company may,
at its option, redeem the Senior Notes, in whole or in part, from time to time,
upon not less than 30 nor more than 60 days' notice at a redemption price equal
to the greater of (1) 104.813% of the principal amount of the Senior Notes so
redeemed, plus accrued and unpaid interest, and (2) the Make-Whole Premium,
plus, to the extent not included in the Make-Whole Premium, accrued and unpaid
interest to, but not including, the date of redemption.


                                       55
<PAGE>
         "Make-Whole Premium" means, with respect to a Senior Note, the sum of
the present values of the remaining scheduled payments of interest, principal
and premium thereon (not including any portion of such payments of interest
accrued as of the date of redemption) as if the Senior Notes were redeemed on
February 15, 2006 pursuant to Section 3.1(b) of the First Supplemental Indenture
on such date, discounted to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50
basis points.

         The Senior Notes do not have the benefit of any sinking fund obligation
nor is the Company required to make mandatory redemption payments with respect
to the Senior Notes.

         If a Change of Control occurs, each Holder of Senior Notes will have
the right to require the Company to make an offer to all Holders to repurchase
the Senior Notes on the terms, in accordance with the procedures and subject to
the limitations set forth in the Indenture. If the Company or a Restricted
Subsidiary consummates any Asset Sales, when the aggregate amount of Excess
Proceeds exceeds $25.0 million, the Company shall make an Asset Sale Offer to
all Holders of Senior Notes and, at the option of the Company, to all holders of
other Indebtedness that ranks pari passu in right of payment with the Senior
Notes containing provisions requiring the Company or its Restricted Subsidiaries
to offer to purchase or to redeem such Indebtedness with the proceeds of sales
of assets, to purchase the maximum principal amount of Senior Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds
on the terms, in accordance with the procedures and subject to the limitations
set forth in the Indenture and such other pari passu Indebtedness.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Senior Notes may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Senior Notes to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Senior Notes at the time
Outstanding to be affected. The Indenture also contains provisions permitting
the Holders of a majority in principal amount of the Senior Notes at the time
Outstanding, on behalf of the Holders of all Senior Notes, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Senior Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Senior Note and of any Senior Note
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Senior Note.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Senior Note shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy


                                       56
<PAGE>
thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Senior Notes, the
Holders of not less than 25% in principal amount of the Senior Notes at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Senior Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Senior Note for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

         No reference herein to the Indenture and no provision of this Senior
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and
interest on this Senior Note at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Senior Note is registrable in the Security
Register, upon surrender of this Senior Note for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Senior Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Senior Notes
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         The Senior Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Senior Notes are
exchangeable for a like aggregate principal amount of Senior Notes and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

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

         Prior to due presentment of this Senior Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Senior Note is registered as the owner
hereof for all purposes, whether or not this Senior Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Senior Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or


                                       57
<PAGE>
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issuance hereof, expressly waived and released.

         [If Senior Note is a Global Note, insert This Senior Note is a Global
Note and is subject to the provisions of the Indenture relating to Global Notes,
including the limitations in Section 3.5 of the Senior Indenture on transfers
and exchanges of Global Notes.]

         All terms used in this Senior Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         This Senior Note shall be governed by and construed in accordance with
the laws of the State of New York.


                                       58
<PAGE>
                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:


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


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


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

(Insert assignee's social security or tax identification number)


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


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


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

(Insert address and zip code of assignee)

agent to transfer this Senior Note on the Security Register. The agent may
substitute another to act for him or her.


Dated:                        Signature:

                              Signature Guarantee:

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

         Signatures must be guaranteed by an "eligible guarantor institution"
     meeting the requirements of the Security Registrar, which requirements
     include membership or participation in the Security Transfer Agent
     Medallion Program ("STAMP") or such other "signature guarantee program" as
     may be determined by the Security Registrar in addition to, or in
     substitution for, STAMP, all in accordance with the Securities Exchange Act
     of 1934, as amended.


                                       59
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Senior Note purchased by the Company
     pursuant to 4.12 or 4.13 of the First Supplemental Indenture, check the box
     below:

                  Section 4.12      [ ]           Section 4.13      [ ]

         If you want to elect to have only part of the Senior Note purchased by
     the Company pursuant to Section 4.12 or Section 4.13 of the First
     Supplemental Indenture, state the amount you elect to have purchased:
     $________________

         Date:___________

                                          Your signature:_________________
                                          (Sign exactly as your name appears on
                                          the face of this Note)

                                          Tax Identification No.:______________

                                          SIGNATURE GUARANTEE:

                                          __________________________________
                                          Signature must be guaranteed by an
                                          "eligible guarantor institution"
                                          meeting the requirements of the
                                          Registrar, which requirements
                                          include membership or participation
                                          in the Security Transfer Agent
                                          Medallion Program ("STAMP") or such
                                          other "signature guarantee program"
                                          as may be determined by the
                                          Registrar in addition to, or in
                                          substitution for,
                                           STAMP, all in accordance with the
                                          Securities Exchange Act of 1934, as
                                          amended.


                                       60
<PAGE>
                 [IF THE SENIOR NOTE IS A GLOBAL NOTE, INSERT -

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

         The following increases or decreases in this Global Note have been
made:


<TABLE>
<CAPTION>
<S>           <C>            <C>            <C>                  <C>
              Amount of      Amount of      Principal amount of  Signature of
              decrease in    increase in    this Global Note     authorized
              principal      principal      following such       signatory
              amount of the  amount of the  decrease or          of Trustee or
Date          Global Note    Global Note    increase             Custodial Agent


</TABLE>


                                       61
<PAGE>
                                  ARTICLE VIII

                         ORIGINAL ISSUE OF SENIOR NOTES

SECTION 8.1 Original Issue of Senior Notes.

         Senior Notes in the initial aggregate principal amount of $500,000,000
     may, upon execution of this First Supplemental Indenture, be executed by
     the Company and delivered to the Trustee for authentication, and the
     Trustee shall thereupon authenticate and deliver said Senior Notes in
     accordance with a Company Order. The date of issuance of the Senior Notes
     shall be February 6, 2002 (the "Issue Date").

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1 Without Consent Of Holders Of Senior Notes

         Notwithstanding Section 9.2 hereof, the Company and the Trustee may
amend or supplement this Indenture or the Senior Notes without the consent of
any Holder of a Senior Note:

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

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

         (c) to provide for the assumption of the Company's obligations to the
Holders of the Senior Notes in the case of a merger or consolidation by a
successor to the Company pursuant to Section 4.9 hereof;

         (d) to make any change that would provide any additional rights or
benefits to the Holders of the Senior Notes or that does not adversely affect
the legal rights hereunder of any Holder of the Senior Note;

         (e) to comply with requirements of the Commission in order to maintain
the qualification of this Indenture under the TIA;

         (f) to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company;
and

         (g) to add guarantors to the Senior Notes or to add collateral securing
the Senior Notes pursuant to the terms hereof.


          Upon the written request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 6.3 of the Senior Indenture, the Trustee shall join with
the Company in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein


                                       62
<PAGE>
contained, but the Trustee shall not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

SECTION 9.2 With Consent of Holders of Senior Notes.

         Except as provided below in this Section 9.2, the Company and the
Trustee, may amend or supplement this Indenture and the Senior Notes with the
consent of the Holders of a majority in aggregate principal amount of the Senior
Notes then outstanding, voting as a single class (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Senior Notes), and subject to Section 9.7 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Senior Notes,
except a rescission of acceleration of the Senior Notes by the Holders of a
majority in aggregate principal amount of the Senior Notes and a waiver of the
payment default resulting from such acceleration) or compliance with any
provision of this Indenture or the Senior Notes may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Senior Notes voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Senior Notes). Any such consent shall be delivered to
the Trustee.

         Upon the written request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Senior Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section
6.3 of the Senior Indenture, the Trustee shall join with the Company in the
execution of such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

         It shall not be necessary for the consent of the Holders of Senior
Notes under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment, supplement or waiver under this Section 9.2 becomes
effective, the Company shall mail to the Holders of Senior Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to the provisions of this Section 9.2
and Section 9.7 hereof, the Holders of a majority in aggregate principal amount
of the Senior Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Senior Notes. A copy of any such waiver shall be delivered to
the Trustee. However, without the consent of each Holder affected, an amendment
or waiver under this Section 9.2 may not (with respect to any Senior Notes held
by a non-consenting Holder):


                                       63
<PAGE>
         (a) reduce the percentage in principal amount of Senior Notes
outstanding whose Holders must consent to an amendment, supplement or waiver
provided for in this Indenture;

         (b) reduce the principal of or change the Stated Maturity of any Senior
Note or alter the provisions with respect to the redemption of Senior Notes
(other than provisions related to Sections 3.2, 4.12 and 4.13 hereof);

         (c) reduce the rate of or change the time for payment of interest on
any Senior Notes;

         (d) waive a Default or an Event of Default in the payment of, principal
of, or interest or premium, if any on the Senior Notes (except a rescission of
acceleration of the Senior Notes by the Holders of a majority in aggregate
principal amount of the Senior Notes and a waiver of the payment default that
resulted from such acceleration);

         (e) make any Senior Note payable in money other than that stated in the
Senior Notes;

         (f) make any change in the provisions of the Indenture relating to
waivers of past Defaults or the rights of Holders of Senior Notes to receive
payments of, principal of, or interest or premium, if any, on the Senior Notes;

         (g) waive a redemption payment with respect to any Senior Note (other
than a payment required by Section 3.2, 4.12 or 4.13); or

         (h) modify any of the waiver provisions, except to increase any
required percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
outstanding Senior Note affected thereby.

SECTION 9.3 Compliance With Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Senior Notes
shall be set forth in a amended or supplemental indenture that complies with the
TIA as then in effect.

SECTION 9.4 Revocation And Effect Of Consents.

         (a) Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Senior Note is a continuing consent by the Holder
of a Senior Note and every subsequent Holder of a Senior Note or portion of a
Senior Note that evidences the same debt as the consenting Holder's Senior Note,
even if notation of the consent is not made on any Senior Note. However, any
such Holder of a Senior Note or subsequent Holder of a Senior Note may revoke
the consent as to its Senior Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder. An amendment or waiver shall
become effective upon receipt by the Trustee of the requisite number of written
consents under Section 9.1 or 9.2 as applicable.


                                       64
<PAGE>
         (b) The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders of Senior Notes entitled to give
their consent or take any other action described above or required or permitted
to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who held
Senior Notes at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. If such record date is fixed by
the Company, it shall so notify the Trustee in writing.

SECTION 9.5 Notation On Or Exchange Of Senior Notes.

         (a) The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Senior Note thereafter authenticated. The Company in
exchange for all Senior Notes may issue and the Trustee shall, upon receipt of
an Authentication Order, authenticate new Senior Notes that reflect the
amendment, supplement or waiver.

         (b) Failure to make the appropriate notation or issue a new Senior Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 9.6 Trustee To Sign Amendments, Etc.

         The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee and all
other conditions to the execution and delivery of such amendment or supplement
set forth in this Article 9 are fulfilled. The Company may not sign an amendment
or supplemental indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be entitled to receive
and (subject to Section 6.1 of the Senior Indenture) shall be fully protected in
relying upon an Officer's Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture and that such amendment is the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof
(including Section 9.3).

SECTION 9.7 Waiver Of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Senior Notes by written notice to the Trustee may on behalf
of the Holders of all of the Senior Notes waive an existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium, if any, or interest on, the
Senior Notes (including in connection with an offer to purchase). Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

SECTION 9.8 Effect of Supplemental Indenture.


                                       65
<PAGE>
         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Senior Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.1 Ratification of Senior Indenture.

         The Senior Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Senior Indenture in the
manner and to the extent herein and therein provided.

SECTION 10.2 Reference to and Effect on the Senior Indenture.

         This First Supplemental Indenture shall be construed as supplemental to
the Senior Indenture and all the terms and conditions of this First Supplemental
Indenture shall be deemed to be part of the terms and conditions of the Senior
Indenture and in each case the terms of this First Supplemental Indenture shall
supercede the terms of the Senior Indenture, except as set forth herein, or
modified hereby, the Senior Indenture heretofore executed and delivered is
hereby (i) incorporated by reference in this First Supplemental Indenture and
(ii) ratified, approved, and confirmed. Notwithstanding the foregoing, Sections
5.1, 5.2, 5.13, 7.4, 8.1, 8.2, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6, 10.6, 10.8, 10.9,
10.10, 10.11 and Article 13 of the Senior Indenture shall not apply to the
Senior Notes.

SECTION 10.3 Governing Law.

         THIS FIRST SUPPLEMENTAL INDENTURE AND EACH SENIOR NOTE SHALL BE
     GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
     YORK.

SECTION 10.4 Not Responsible for Recitals.

         The recitals contained in this First Supplemental Indenture, except the
Trustee's certificate of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness and
makes no representation as to the validity or sufficiency of this First
Supplemental Indenture.

SECTION 10.5 Counterparts.

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


                                       66
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this First
     Supplemental Indenture to be duly executed by their respective officers
     thereunto duly authorized, on the date or dates indicated in the
     acknowledgments and as of the day and year first above written.


                                          SOLECTRON CORPORATION


                                          By: /s/ Kiran Patel
                                             -----------------------------
                                                 Name:  Kiran Patel
                                                 Title: Executive Vice President
                                                        Chief Financial Officer


Attest:

/s/ Philip E. Fok
--------------------





                                          STATE STREET BANK AND TRUST
                                          COMPANY OF CALIFORNIA, N.A.,
                                          as Trustee


                                          By: /s/ Steve Rivero
                                             -----------------------------
                                                 Authorized Signatory