EXHIBIT 4.3

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

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

                           GEORGIA-PACIFIC CORPORATION

                                       and

            Fort James Corporation and Fort James Operating Company,

                                as the Guarantors

                          7 3/8% SENIOR NOTES DUE 2008

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

                                    INDENTURE

                            Dated as of June 3, 2003

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

                              The Bank of New York

                                     Trustee

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

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



                           CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                       Indenture Section
<S>                                                                               <C>
310(a)(1).................................................................             7.10
   (a)(2).................................................................             7.10
   (a)(3).................................................................             N.A.
   (a)(4).................................................................             N.A.
   (a)(5).................................................................             7.10
   (b)....................................................................             7.10
   (c)....................................................................             N.A.
311(a)....................................................................             7.11
   (b)....................................................................             7.11
   (c)....................................................................             N.A.
312(a)....................................................................             2.05
   (b)....................................................................            12.03
   (c)....................................................................            12.03
313(a)....................................................................             7.06
   (b)(1).................................................................             N.A.
   (b)(2).................................................................          7.06; 7.07
   (c)....................................................................         7.06; 12.02
   (d)....................................................................             7.06
314(a)....................................................................      4.03; 12.02; 12.05
   (b)....................................................................             N.A.
   (c)(1).................................................................            12.04
   (c)(2).................................................................            12.04
   (c)(3).................................................................             N.A.
   (d)....................................................................             N.A.
   (e)....................................................................            12.05
   (f)....................................................................             N.A.
315(a)....................................................................             7.01
   (b)....................................................................         7.05; 12.02
   (c)....................................................................             7.01
   (d)....................................................................             7.01
   (e)....................................................................             6.11
316(a) (last sentence)....................................................             2.09
   (a)(1)(A)..............................................................             6.05
   (a)(1)(B)..............................................................             6.04
   (a)(2).................................................................             N.A.
   (b)....................................................................             6.07
   (c)....................................................................             2.12
317(a)(1).................................................................             6.08
   (a)(2).................................................................             6.09
   (b)....................................................................             2.04
318(a)....................................................................            12.01
   (b)....................................................................             N.A.
   (c)....................................................................            12.01
</TABLE>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.



                             TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
<S>                <C>                                                                                          <C>
                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01       Definitions................................................................................    1
Section 1.02       Other Definitions..........................................................................   27
Section 1.03       Incorporation by Reference of Trust Indenture Act..........................................   27
Section 1.04       Rules of Construction......................................................................   28

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01       Form and Dating............................................................................   28
Section 2.02       Execution and Authentication...............................................................   29
Section 2.03       Registrar and Paying Agent.................................................................   29
Section 2.04       Paying Agent to Hold Money in Trust........................................................   30
Section 2.05       Holder Lists...............................................................................   30
Section 2.06       Transfer and Exchange......................................................................   30
Section 2.07       Replacement Notes..........................................................................   42
Section 2.08       Outstanding Notes..........................................................................   42
Section 2.09       Treasury Notes.............................................................................   42
Section 2.10       Temporary Notes............................................................................   43
Section 2.11       Cancellation...............................................................................   43
Section 2.12       Defaulted Interest.........................................................................   43

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01       Notices to Trustee.........................................................................   43
Section 3.02       Selection of Notes to Be Redeemed or Purchased.............................................   44
Section 3.03       Notice of Redemption.......................................................................   44
Section 3.04       Effect of Notice of Redemption.............................................................   45
Section 3.05       Deposit of Redemption or Purchase Price....................................................   45
Section 3.06       Notes Redeemed or Purchased in Part........................................................   45
Section 3.07       Optional Redemption........................................................................   46
Section 3.08       Mandatory Redemption.......................................................................   46
Section 3.09       Offer to Purchase by Application of Excess Proceeds........................................   46

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01       Payment of Notes...........................................................................   48
Section 4.02       Maintenance of Office or Agency............................................................   48
Section 4.03       Reports....................................................................................   49
Section 4.04       Compliance Certificate.....................................................................   49
Section 4.05       Taxes......................................................................................   50
Section 4.06       Stay, Extension and Usury Laws.............................................................   50
Section 4.07       Restricted Payments........................................................................   50
Section 4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries.............................   53
Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock.................................   54
Section 4.10       Asset Sales................................................................................   58
</TABLE>

                                        i



<TABLE>
<S>                <C>                                                                                           <C>
Section 4.11       Transactions with Affiliates...............................................................   59
Section 4.12       Liens......................................................................................   61
Section 4.13       Business Activities........................................................................   61
Section 4.14       Corporate Existence........................................................................   61
Section 4.15       Offer to Repurchase Upon Change of Control.................................................   62
Section 4.16       Limitation on Sale and Leaseback Transactions..............................................   63
Section 4.17       Payments for Consent.......................................................................   64
Section 4.18       Designation of Restricted and Unrestricted Subsidiaries....................................   64
Section 4.19       Changes in Covenants when Notes Rated Investment Grade.....................................   65

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01       Merger, Consolidation, or Sale of Assets...................................................   65
Section 5.02       Successor Corporation Substituted..........................................................   66

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01       Events of Default..........................................................................   66
Section 6.02       Acceleration...............................................................................   68
Section 6.03       Other Remedies.............................................................................   68
Section 6.04       Waiver of Past Defaults....................................................................   68
Section 6.05       Control by Majority........................................................................   69
Section 6.06       Limitation on Suits........................................................................   69
Section 6.07       Rights of Holders of Notes to Receive Payment..............................................   69
Section 6.08       Collection Suit by Trustee.................................................................   69
Section 6.09       Trustee May File Proofs of Claim...........................................................   70
Section 6.10       Priorities.................................................................................   70
Section 6.11       Undertaking for Costs......................................................................   70

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01       Duties of Trustee..........................................................................   71
Section 7.02       Rights of Trustee..........................................................................   72
Section 7.03       Individual Rights of Trustee...............................................................   72
Section 7.04       Trustee's Disclaimer.......................................................................   72
Section 7.05       Notice of Defaults.........................................................................   73
Section 7.06       Reports by Trustee to Holders of the Notes.................................................   73
Section 7.07       Compensation and Indemnity.................................................................   73
Section 7.08       Replacement of Trustee.....................................................................   74
Section 7.09       Successor Trustee by Merger, etc...........................................................   75
Section 7.10       Eligibility; Disqualification..............................................................   75
Section 7.11       Preferential Collection of Claims Against Company..........................................   75

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance...................................   75
Section 8.02       Legal Defeasance and Discharge.............................................................   75
Section 8.03       Covenant Defeasance........................................................................   76
Section 8.04       Conditions to Legal or Covenant Defeasance.................................................   76
Section 8.05       Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions......................................................................................   77
</TABLE>

                                       ii



<TABLE>
<S>                <C>                                                                                           <C>
Section 8.06       Repayment to Company.......................................................................   78
Section 8.07       Reinstatement..............................................................................   78

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01       Without Consent of Holders of Notes........................................................   79
Section 9.02       With Consent of Holders of Notes...........................................................   79
Section 9.03       Compliance with Trust Indenture Act........................................................   81
Section 9.04       Revocation and Effect of Consents..........................................................   81
Section 9.05       Notation on or Exchange of Notes...........................................................   81
Section 9.06       Trustee to Sign Amendments, etc............................................................   81

                                   ARTICLE 10.
                              SUBSIDIARY GUARANTEE

Section 10.01.     Subsidiary Guarantee.......................................................................   81
Section 10.02.     Limitation on Guarantor Liability..........................................................   82
Section 10.03.     Execution and Delivery of Subsidiary Guarantee.............................................   83
Section 10.04.     Guarantor May Consolidate, etc., on Certain Terms..........................................   83
Section 10.05.     Releases...................................................................................   84

                                   ARTICLE 11.
                           satisfaction and discharge

Section 11.01      Satisfaction and Discharge.................................................................   84
Section 11.02      Application of Trust Money.................................................................   85

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01      Trust Indenture Act Controls...............................................................   86
Section 12.02      Notices....................................................................................   86
Section 12.03      Communication by Holders of Notes with Other Holders of Notes..............................   87
Section 12.04      Certificate and Opinion as to Conditions Precedent.........................................   87
Section 12.05      Statements Required in Certificate or Opinion..............................................   87
Section 12.06      Rules by Trustee and Agents................................................................   87
Section 12.07      No Personal Liability of Directors, Officers, Employees and Stockholders...................   88
Section 12.08      Governing Law..............................................................................   88
Section 12.09      No Adverse Interpretation of Other Agreements..............................................   88
Section 12.10      Successors.................................................................................   88
Section 12.11      Severability...............................................................................   88
Section 12.12      Counterpart Originals......................................................................   88
Section 12.13      Table of Contents, Headings, etc...........................................................   88

                                    EXHIBITS

Exhibit A          FORM OF NOTE
Exhibit B          FORM OF CERTIFICATE OF TRANSFER
Exhibit C          FORM OF CERTIFICATE OF EXCHANGE
Exhibit D          FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E          FORM OF SUBSIDIARY GUARANTEE
Exhibit F          FORM OF SUPPLEMENTAL INDENTURE
</TABLE>

                                       iii




         INDENTURE dated as of January 3, 2003 among Georgia-Pacific
Corporation, a Georgia corporation (the "Company"), Fort James Corporation, a
Virginia corporation ("Fort James"), Fort James Operating Company, a Virginia
corporation ("Fort James Operating Co.", each of Fort James Operating Co. and
Fort James, a "Guarantor" and, collectively, the "Guarantors"), and The Bank of
New York, a New York banking corporation, as trustee (the "Trustee").

         The Company, each Guarantor and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 7 3/8% Senior Notes due 2008 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

         "144A Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "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 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 Subsidiary of, such specified Person; and

                  (2)      Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person,

but excluding Indebtedness of such other Person that is extinguished, retired or
repaid concurrently with such other Person becoming a Restricted Subsidiary of,
or at the time it is merged into or consolidates with, such specified Person.

         "Additional Notes" means additional notes (other than the Initial
Notes) issued from time to time under this Indenture in accordance with Sections
2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

         "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, 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.

         "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 shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

                                       1



Notwithstanding the foregoing, no Person (other than the Company or any
Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment
in connection with a Receivables Program shall be deemed to be an Affiliate of
the Company or any of its Subsidiaries solely by reason of such Investment.

         "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

         "Asset Sale" means:

                  (1)      the sale, lease, conveyance or other disposition of
         any assets or rights; provided that the sale, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Restricted Subsidiaries taken as a whole shall be governed by
         the provisions of Section 4.15 hereof and/or the provisions of Section
         5.01 hereof and not by the provisions of Section 4.10 hereof; and

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

         Notwithstanding the preceding, none of the following items shall be
deemed to be an Asset Sale:

                  (1)      any single transaction or series of related
         transactions that involves Equity Interests or assets having a fair
         market value of less than $25.0 million;

                  (2)      a transfer of assets between or among the Company and
         one or more of its Restricted Subsidiaries (including any Person that
         becomes a Restricted Subsidiary in connection with such transaction);

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

                  (4)      the sale or lease of equipment, inventory or accounts
         receivable in the ordinary course of business;

                  (5)      any sale or other disposition of Receivables and
         Related Assets pursuant to or in connection with a Receivables Program;

                  (6)      a Permitted Spin-Off Transaction and any sale, lease,
         conveyance or other disposition of any assets or rights required to
         complete a Permitted Spin-Off Transaction;

                  (7)      sales of assets received by the Company or any
         Restricted Subsidiary upon the foreclosure on a Lien;

                  (8)      the lease, assignment or sublease of any real or
         personal property in the ordinary course of business;

                  (9)      any sale, lease or other disposition in the ordinary
         course of business of obsolete, worn out or damaged equipment no longer
         being used by the Company or its Restricted Subsidiaries;

                                       2



                  (10)     any sale or disposition deemed to occur in connection
         with creating or granting any Permitted Lien;

                  (11)     the sale, lease, conveyance or other disposition of
         any of the Excluded Assets;

                  (12)     the sale or other disposition of cash or Cash
         Equivalents; and

                  (13)     a Restricted Payment or Permitted Investment that is
         permitted by Section 4.07 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 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 lease, determined in accordance with GAAP.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "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" shall 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 or, except in the context of the definitions of
         "Change of Control" and "Continuing Directors," any committee thereof;

                  (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.

         "Borrowing Base" means, as of any date, an amount equal to:

                  (1)      85% of the face amount of all accounts receivable
         owned by the Company and its Restricted Subsidiaries (other than any
         Receivables Subsidiary) as of the end of the most recent fiscal quarter
         preceding such date that were not more than 180 days past due; plus

                  (2)      50% of the book value of all inventory owned by the
         Company and its Restricted Subsidiaries as of the end of the most
         recent fiscal quarter preceding such date; minus

                                       3



                  (3)      the aggregate amount of trade payables of the Company
         and its Restricted Subsidiaries outstanding as of the end of the most
         recent fiscal quarter preceding such date, all calculated on a
         consolidated basis in accordance with GAAP,

provided that in the event of a Permitted Spin-Off Transaction, when calculating
the Borrowing Base as of the end of the most recent fiscal quarter preceding
such Permitted Spin-Off Transaction, the Borrowing Base shall be determined on a
pro forma basis, as if the Permitted Spin-Off Transaction had been consummated
at the beginning of such fiscal quarter.

         "Broker-dealer" has the meaning set forth in the Registration Rights
Agreement.

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

         "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,

but excluding any debt securities convertible into such equity securities.

         "Cash Equivalents" means:

                  (1)      United States dollars;

                  (2)      securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality of the United States government (provided that the full
         faith and credit of the United States is pledged in support of those
         securities) having maturities of not more than one year from the date
         of acquisition;

                  (3)      certificates of deposit and eurodollar time deposits
         with maturities of one year or less from the date of acquisition,
         bankers' acceptances with maturities not exceeding six months and
         overnight bank deposits, in each case, with any domestic commercial
         bank having capital and surplus in excess of $500.0 million and a
         Thomson Bank Watch Rating (or the successor thereto) of "B" or better;

                  (4)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clauses
         (2) and (3) above entered into with any financial institution meeting
         the qualifications specified in clause (3) above;

                                       4



                  (5)      commercial paper having the highest rating obtainable
         from Moody's or S&P and in each case maturing within one year after the
         date of acquisition; and

                  (6)      money market funds at least 95% of the assets of
         which constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

         "Clearstream" means Clearstream Banking, S.A.

         "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), other than a sale, transfer,
         conveyance or other disposition of assets that occurs as part of a
         Permitted Spin-Off Transaction;

                  (2)      the adoption of a plan 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 that term is used in Section 13(d)(3) of the
         Exchange Act), becomes the 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.

         Notwithstanding the foregoing, a transaction effected to create a
holding company of the Company shall not be deemed to involve a Change of
Control if (1) pursuant to such transaction the Company becomes a Wholly Owned
Subsidiary of such holding company and (2) the holders of the Voting Stock of
such holding company immediately following such transaction are the same as the
holders of Voting Stock of the Company immediately prior to such transaction.

         "Company" means Georgia-Pacific Corporation, a Georgia corporation, and
any and all successors thereto.

         "Comparable Treasury Issue" means the U.S. Treasury security selected
by the Quotation Agent as having a maturity comparable to the remaining term of
the Notes that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.

         "Comparable Treasury Price" means, with respect to any redemption date:

                  (1)      the average of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) on the third Business Day preceding such
         redemption date, as set forth in the daily statistical release (or any
         successor release) published by the Federal Reserve Bank of New York
         and designated "Composite 3:30 p.m. Quotations for U.S. Government
         Securities"; or

                  (2)      if such release (or any successor release) is not
         published or does not contain such prices on such Business Day, (a) the
         average of the Reference Treasury Dealer Quotations

                                       5



         for such redemption date, after excluding the highest and lowest of
         such Reference Treasury Dealer Quotations, or (b) if the Quotation
         Agent obtains fewer than three such Reference Treasury Dealer
         Quotations, the average of all such Quotations.

         "Consolidated Cash Flow" means, 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 Restricted Subsidiaries
         in connection with an Asset Sale, 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 Restricted Subsidiaries for such period, to the
         extent that such provision for taxes was deducted in computing such
         Consolidated Net Income; plus

                  (3)      Consolidated Interest Expense, to the extent that any
         such expense was deducted in computing such Consolidated Net Income;
         plus

                  (4)      depreciation, amortization (including amortization of
         goodwill and other intangibles but excluding amortization of prepaid
         cash expenses that were paid in a prior period) and other non-cash
         expenses or charges (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 Restricted Subsidiaries for
         such period to the extent that such depreciation, amortization and
         other non-cash expenses or charges were deducted in computing such
         Consolidated Net Income; plus

                  (5)      any unusual or nonrecurring charges or expenses,
         including any nonrecurring charges or expenses incurred within six
         months of a Permitted Spin-Off Transaction as a result of such
         Permitted Spin-Off Transaction, to the extent that such charges or
         expenses were deducted in computing such Consolidated Net Income; plus

                  (6)      non-cash charges incurred by the Company in the
         fourth quarter of fiscal 2002 with respect to asbestos-related
         liability reserves in the amount of up to $315.0 million to the extent
         that such charges were deducted in computing such Consolidated Net
         Income; minus

                  (7)      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 Interest Expense" means, for any period, the total
interest expense of a Person and its consolidated Restricted Subsidiaries
determined in accordance with GAAP, net of any interest income relating to the
obligations giving rise to such interest expense, plus, to the extent not
included in such total interest expense and to the extent incurred by such
Person or its Restricted Subsidiaries, without duplication:

                  (1)      interest expense attributable to Capital Lease
         Obligations and imputed interest with respect to Attributable Debt;

                  (2)      amortization of debt discount;

                                       6



                  (3)      capitalized interest;

                  (4)      non-cash interest expense;

                  (5)      commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financings;

                  (6)      net costs associated with interest rate swap, cap or
         collar agreements and other agreements designed to protect such Person
         against fluctuations in interest rates;

                  (7)      the interest component of any deferred payment
         obligations; and

                  (8)      any premiums, fees, discounts, expenses and losses on
         the sale of Receivables and Related Assets (and any amortization
         thereof) payable in connection with a Receivables Program,

(in each case as determined on a consolidated basis in conformity with GAAP),
and less, to the extent included in such total interest expense, (a) the
amortization during such period of capitalized financing costs associated with a
Permitted Spin-Off Transaction and (b) the amortization during such period of
other capitalized financing costs; provided, however, that the aggregate amount
of amortization relating to any such other capitalized financing costs deducted
in calculating Consolidated Interest Expense shall not exceed 5% of the
aggregate amount of the financing giving rise to such capitalized financing
costs.

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

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

                  (2)      the Net Income of any Restricted Subsidiary shall be
         excluded to the extent that the declaration or payment of dividends or
         similar distributions by that Restricted Subsidiary of that Net Income
         is not at the date of determination permitted without any prior
         governmental approval (that has not been obtained) or, directly or
         indirectly, by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Restricted Subsidiary or its
         shareholders, except to the extent that such Net Income is actually
         paid to such Person or one of its Restricted Subsidiaries through
         dividends, loans or otherwise;

                  (3)      the cumulative effect of a change in accounting
         principles shall be excluded;

                  (4)      any non-cash goodwill impairment charges incurred
         subsequent to the date of this Indenture resulting from the application
         of SFAS No. 142 shall be excluded; provided that such non-cash goodwill
         impairment charges were not attributable in any way to asbestos-related
         liability, including, without limitation, any threatened, pending or
         settled asbestos claim;

                  (5)      any non-cash charges incurred subsequent to the date
         of this Indenture relating to the underfunded portion of any pension
         plans shall be excluded;

                                       7



                  (6)      any non-cash charges incurred subsequent to the date
         of this Indenture resulting from the application of SFAS No. 123 shall
         be excluded;

                  (7)      any non-cash charges incurred subsequent to the date
         of this Indenture with respect to asbestos-related liability reserves
         shall be excluded; provided, however, that to the extent that the
         aggregate Net Cash Payments made by the Company or any of its
         Restricted Subsidiaries since the date of this Indenture exceed the
         Company's asbestos-related liability reserves existing on the date of
         this Indenture, such Net Cash Payments shall be deducted in the period
         in which they are made for purposes of calculating Consolidated Net
         Income; and

                  (8)      the Net Income of any Unrestricted Subsidiary shall
         be included to the extent distributed or otherwise paid in cash (or to
         the extent converted into cash) to the specified Person or one of its
         Restricted Subsidiaries.

         "Consolidated Net Tangible Assets" means total assets (less accumulated
depreciation and valuation reserves and other reserves and items deductible from
gross book value of specific asset accounts under GAAP) after deducting
therefrom (1) all current liabilities, (2) any item representing investments in
Unrestricted Subsidiaries and (3) all goodwill, trade names, trademarks,
patents, unamortized debt discount, organization expenses and other like
intangibles, all as set forth on the most recent balance sheet of the Company
and its consolidated Restricted Subsidiaries and computed in accordance with
GAAP.

         "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 date
         of this Indenture; 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.

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement" means the Credit Agreement (Multi-Year Revolving
Credit Facility), dated as of November 3, 2000, among the Company, the lenders
named therein, Bank of America, N.A., as Agent and Issuing Bank, and Merrill
Lynch Capital Corporation and Morgan Stanley Senior Funding Inc., as
Co-Syndication Agents, and Banc of America Securities LLC, Merrill Lynch Capital
Corporation and Morgan Stanley Senior Funding Inc., as Book Managers and Lead
Arrangers, as such agreement may be amended, restated, refunded, renewed,
replaced or refinanced (including increasing the amount borrowed thereunder) in
whole or in part from time to time.

         "Credit Facilities" means one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans or letters of credit, in each case, as amended,
restated, refunded, renewed, replaced or refinanced (including increasing the
amount borrowed thereunder) in whole or in part from time to time.

         "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

                                       8



         "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.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Designated Amount" means, with respect to any Person:

                  (1)      prior to a Permitted Spin-Off Transaction, $5,400
         million, less the aggregate amount of all Net Proceeds of Asset Sales
         required to be applied pursuant to the terms of one or more Credit
         Facilities by the Company or any of its Restricted Subsidiaries since
         the date of this Indenture to repay any term Indebtedness under any
         such Credit Facility or to repay revolving credit Indebtedness under
         any such Credit Facility and to correspondingly reduce commitments
         thereunder; and

                  (2)      following a Permitted Spin-Off Transaction, the
         greater of:

                           (A) the product of (x) $5,400 million, less the
                  aggregate amount of all Net Proceeds of Asset Sales required
                  to be applied pursuant to the terms of one or more Credit
                  Facilities by the Company or any of its Restricted
                  Subsidiaries from the date of this Indenture through the date
                  of the Permitted Spin-Off Transaction to repay any term
                  Indebtedness under any such Credit Facility or to repay
                  revolving credit Indebtedness under any such Credit Facility
                  and to correspondingly reduce commitments thereunder and (y) a
                  fraction:

                                    (i)      the numerator of which is the
                           Consolidated Cash Flow of such Person for its most
                           recently ended four fiscal quarters for which
                           internal financial statements are available
                           immediately preceding the date on which the Permitted
                           Spin-Off Transaction occurred, determined on a pro
                           forma basis, as if the Permitted Spin-Off Transaction
                           had been consummated at the beginning of such
                           four-quarter period, and

                                    (ii)     the denominator of which is the
                           Consolidated Cash Flow of the Company for its most
                           recently ended four full fiscal quarters for which
                           internal financial statements are available
                           immediately preceding the date on which the Permitted
                           Spin-Off Transaction occurred, and

                  less the aggregate amount of all Net Proceeds of Asset Sales
                  required to be applied pursuant to the terms of one or more
                  Credit Facilities by the Company or any of its Restricted
                  Subsidiaries since the date of the Permitted Spin-Off
                  Transaction to repay any term Indebtedness under any such
                  Credit Facility or to repay revolving credit Indebtedness
                  under any such Credit Facility and to correspondingly reduce
                  commitments thereunder; and

                                       9



                           (B) the aggregate amount available for borrowing or
                  otherwise committed as of the date of such Permitted Spin-Off
                  Transaction under all Credit Facilities of such Person entered
                  into in connection with such Permitted Spin-Off Transaction
                  less the aggregate amount of all Net Proceeds of Asset Sales
                  required to be applied pursuant to the terms of one or more
                  Credit Facilities of such Person since the date of the
                  Permitted Spin-Off Transaction to repay any term Indebtedness
                  under any such Credit Facility or to repay revolving credit
                  Indebtedness under any such Credit Facility and to
                  correspondingly reduce commitments thereunder.

         "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 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 shall 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 4.07 hereof.

         "Domestic Restricted Subsidiary" means any Restricted Subsidiary of the
Company formed under the laws of the United States or any state of the United
States or the District of Columbia.

         "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).

         "Equity Offering" means any primary private or public offering of
Equity Interests of the Company (other than Disqualified Stock) to Persons who
are not Affiliates of the Company other than (1) public offerings with respect
to the Company's common stock registered on Form S-8 and (2) issuances upon
exercise of options by employees of the Company or any of its Restricted
Subsidiaries.

         "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

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

         "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

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

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

         "Excluded Assets" means each of the following:

                  (1)      Resins facility, located at 2163 N. State Street,
         Ukiah, CA, having a net book value of approximately $530,000;

                  (2)      Plastics facility, located at Paul Street, Belvidere,
         NJ, having a net book value of approximately $155,000;

                                       10



                  (3)      Formaldehyde facility, located at 609 Nix Street,
         Hampton, SC, having a net book value of approximately $81,657;

                  (4)      Land, located at 26th and 28th Streets, Rubidoux, CA,
         having a net book value of approximately $3,360,000;

                  (5)      Warehouse, located at 401 W. 47th Street South,
         Wichita, KS, having a net book value of approximately $200,000;

                  (6)      Warehouse, located at 80 Azalea Road, Asheville, NC,
         having a net book value of approximately $180,000;

                  (7)      Land, located at Valley Forge Road, Hillsborough, NC,
         having a net book value of approximately $21,942;

                  (8)      Hardboard facility, located at Highway 165 South,
         North Little Rock, AR, having a net book value of approximately
         $245,000;

                  (9)      Hardboard facility, located at 101 Ampac Road,
         Conway, NC, having a net book value of approximately $1;

                  (10)     Particleboard facility, located at US 360 West, South
         Boston, VA, having a net book value of approximately $726,000;

                  (11)     Hardboard facility, located at N. 5th Street &
         Bayfront, Superior, WI, having a net book value of approximately $1;

                  (12)     Board Plant, located at 1173 State Highway 120,
         Florence, CO, having a net book value of approximately $313,000;

                  (13)     Board Plant, located at 1405 Sargent Avenue,
         Winnipeg, MB, having a net book value of approximately $130,000;

                  (14)     Joint Compound Plant, located at 13550 Bloomingdale
         Road, Newstead (Akron), NY, having a net book value of approximately
         $1,000;

                  (15)     Plaster Plant, located at 200 S. State Street,
         Sigurd, UT, having a net book value of approximately $2,600,000;

                  (16)     Sawmill, located at 90 W. Redwood Avenue, Fort Bragg,
         CA, having a net book value of approximately $11,500,000;

                  (17)     Sawmill, located at Highway 204, Ellabelle, GA,
         having a net book value of approximately $208,000;

                  (18)     Sawmill & Pressure Treating facility, located at
         Highway 82 East, Pearson, GA, having a net book value of approximately
         $330,000;

                  (19)     Sawmill, located at 120 Warren Road, Bowdens, NC,
         having a net book value of approximately $1,400,000;

                                       11



                  (20)     Sawmill, located at Hotel Street, Alcolu, SC, having
         a net book value of approximately $2,400,000;

                  (21)     Sawmill, located at Highway 453, Holly Hill, SC,
         having a net book value of approximately $8,000,000;

                  (22)     Sawmill, located at Highway 278 East, Varnville, SC,
         having a net book value of approximately $1,400,000;

                  (23)     Warehouse, located at 1178 E. Broad Ave., Albany, GA;

                  (24)     Excess Land, located at 300 West Laurel Street,
         Bellingham, WA (excluding operating tissue mill); and

                  (25)     Warehouse, located at 2425 Malt Avenue, City of
         Commerce, CA, having a net book value of approximately $633,000.

         "Existing Indebtedness" means any Indebtedness of the Company and its
Restricted Subsidiaries in existence on the date of this Indenture, until such
amounts are repaid.

         "Fall Away Permitted Liens" means:

                  (1)      Liens on any Principal Property existing at the time
         of its acquisition and Liens created contemporaneously with or within
         180 days after (or created pursuant to firm commitment financing
         arrangements obtained within that period) the completion of the
         acquisition, improvement or construction of such Principal Property to
         secure payment of the purchase price of such Principal Property or the
         cost of such construction or improvements;

                  (2)      Liens on property of a Person existing at the time
         such Person becomes a Restricted Subsidiary or is merged with or into
         or consolidated with the Company or any Restricted Subsidiary of the
         Company, provided that such Liens were in existence prior to the
         contemplation of such Person becoming a Restricted Subsidiary or such
         merger or consolidation and do not extend to any assets other than
         those of the Person that becomes a Restricted Subsidiary or is merged
         into or consolidated with the Company or the Restricted Subsidiary;

                  (3)      Liens on assets existing at the time of acquisition
         of the assets by the Company or any Restricted Subsidiary of the
         Company, provided that such Liens were in existence prior to the
         contemplation of such acquisition;

                  (4)      Liens securing Indebtedness or other obligations of a
         Restricted Subsidiary owing to the Company or a Restricted Subsidiary;

                  (5)      Liens in favor of a governmental unit to secure
         payments under any contract or statutory obligation, or to secure debts
         incurred in financing the acquisition of or improvements to property
         subject thereto;

                  (6)      Liens created or assumed in the ordinary course of
         the business of exploring for, developing or producing oil, gas or
         other minerals (including borrowings in connection therewith) on, or on
         any interest in, or on any proceeds from the sale of, property acquired
         for such purposes, production therefrom (including the proceeds
         thereof) or material or equipment located thereon;

                                       12



                  (7)      Liens in favor of any customer arising in respect of,
         and not exceeding the amount of, performance deposits and partial,
         progress, advance or other payments by that customer for goods produced
         or services rendered to that customer in the ordinary course of
         business;

                  (8)      Liens to extend, renew or replace any Liens referred
         to in clauses (1) through (7) or this clause (8) or any Lien existing
         on the date of this Indenture;

                  (9)      mechanics' and similar Liens;

                  (10)     Liens arising out of litigation or judgments being
         contested; and

                  (11)     Liens for taxes not yet due or being contested,
         landlords' Liens, tenants' rights under leases, easements and similar
         Liens not impairing the use or value of the property involved.

         "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 Restricted Subsidiaries for such period; plus

                  (2)      any interest expense on Indebtedness of any person
         other than such Person or any of its Restricted Subsidiaries that is
         Guaranteed by such Person or one of its Restricted Subsidiaries or
         secured by a Lien on assets of such Person or one of its Restricted
         Subsidiaries, whether or not such Guarantee or Lien is called upon;
         plus

                  (3)      the product of (a) 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 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 Restricted
         Subsidiary of the Company, times (b) 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 four-quarter period, the ratio of the Consolidated Cash Flow of
such Person and its Restricted Subsidiaries for such period to the Fixed Charges
of such Person and its Restricted Subsidiaries for such period. In the event
that the specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, 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 shall 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 or dispositions that have been made by
         the specified Person or any of its Restricted Subsidiaries, including
         through mergers or consolidations and including any

                                       13



         related financing transactions, during the four-quarter reference
         period or subsequent to such reference period and on or prior to the
         Calculation Date (including any acquisitions or dispositions made
         during such reference period or subsequent to such reference period and
         on or prior to the Calculation Date by any Person that became a
         Restricted Subsidiary or was merged with and into the specified Person
         or any of its Restricted Subsidiaries on or prior to such Calculation
         Date) shall 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 shall be calculated on a pro forma basis
         in accordance with Regulation S-X under the Securities Act;

                  (2)      interest on Capital Lease Obligations and
         Attributable Debt shall be deemed to accrue at an interest rate
         reasonably determined by a responsible financial or accounting officer
         of the Company to be the rate of interest implicit in such Capital
         Lease Obligation or Attributable Debt in accordance with GAAP;

                  (3)      the consolidated interest expense attributable to
         interest on (a) any Indebtedness computed on a pro forma basis that was
         not outstanding during the period for which the computation is being
         made but which bears, at the option of such Person, a fixed or floating
         rate of interest, shall be computed by applying, at the option of such
         Person, either the fixed or floating rate and (b) borrowings under a
         revolving credit facility computed on a pro forma basis shall be
         computed based upon the average daily balance of such borrowings during
         the applicable period;

                  (4)      the interest rate on any Indebtedness that bears a
         floating rate of interest shall be calculated as if the weighted
         average interest rate that would have been applicable to such
         Indebtedness over the latest 12-month period ending on the last
         calendar month immediately prior to the Calculation Date had been the
         applicable rate on such Indebtedness for the entire reference period
         (taking into account any Hedging Obligation designed to protect such
         Person or any of its Restricted Subsidiaries against fluctuations in
         interest rates (including any agreement that exchanges a fixed rate
         interest obligation for a floating rate interest obligation) applicable
         to such Indebtedness if such Hedging Obligation has a remaining term in
         excess of 12 months);

                  (5)      the Consolidated Cash Flow attributable to
         discontinued operations, as determined in accordance with GAAP, shall
         be excluded; and

                  (6)      the Fixed Charges attributable to discontinued
         operations, as determined in accordance with GAAP, shall be excluded,
         but only to the extent that the obligations giving rise to such Fixed
         Charges shall not be obligations of the specified Person or any of its
         Restricted Subsidiaries following the Calculation Date.

         "Foreign Subsidiary" means any Restricted Subsidiary of the Company
that is not a Domestic Restricted Subsidiary.

         "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 on the date of this Indenture.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

                                       14



         "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "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 Fort James Corporation, a Virginia corporation, and
Fort James Operating Company, a Virginia corporation, and any and all successors
thereto.

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

                  (1)      currency exchange, interest rate or commodity swap
         agreements, currency exchange, interest rate or commodity cap
         agreements and currency exchange, interest rate or commodity collar
         agreements; and

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

         "Holder" means a Person in whose name a Note is registered.

         "IAI Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent and without duplication:

                  (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 bankers' 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 similar obligations
         to trade creditors; or

                  (6)      representing any Hedging Obligations,

if and 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 addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any

                                       15



asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) 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 shall 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,
in the case of any other Indebtedness.

         Notwithstanding the foregoing, "Indebtedness" shall not include (a)
advance payments by customers in the ordinary course of business for services or
products to be provided or delivered in the future or (b) deferred taxes.

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

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Notes" means the first $350.0 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

         "Investment Grade Rating" means a rating of Baa3 or better by Moody's
(or its equivalent under any successor rating categories of Moody's) and BBB- or
better by S&P (or its equivalent under any successor rating categories of S&P)
(or, in each case, if such Rating Agency ceases to rate the Notes for reasons
outside of the control of the Company, the equivalent investment grade credit
rating from any Rating Agency selected by the Company as a replacement Rating
Agency).

         "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 and
employees made in the ordinary course of business), purchases or other
acquisitions for value 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 shall 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
4.07(c) hereof. "Investments" shall exclude extensions of trade credit by the
Company or any of its Restricted Subsidiaries in the ordinary course of
business.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
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 or other agreement to sell or give a security
interest in and any filing of or

                                       16



agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction, provided that in no event shall an
operating lease be deemed to constitute a Lien.

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

         "Net Cash Payments" means, with respect to any asbestos-related
liabilities and/or related defense costs, the aggregate cash payments made by
the Company or any of its Restricted Subsidiaries relating to or to satisfy any
liabilities or related defense costs, net of (1) any insurance proceeds received
in cash by the Company or any of its Restricted Subsidiaries with respect to
such liabilities and costs, and (2) any cash tax savings resulting from any such
payments in excess of the tax savings taken into account in establishing the
asbestos-related liability reserves existing on the date of this Indenture.

         "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 or loss, together with any related provision
         for taxes on such gain (but not loss), realized in connection with: (a)
         any Asset Sale; 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 or loss, together with any
         related provision for taxes on such extraordinary gain (but not loss).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of:

                  (1)      costs relating to such Asset Sale, including, without
         limitation, legal, accounting and investment banking fees, and sales
         commissions, and any relocation expenses incurred as a result of the
         Asset Sale, taxes paid or payable as a result of the Asset Sale, in
         each case, after taking into account any available tax credits or
         deductions and any tax sharing arrangements;

                  (2)      amounts required to be applied to the repayment of
         Indebtedness, other than Indebtedness under a Credit Facility, secured
         by a Lien on the asset or assets that were the subject of such Asset
         Sale;

                  (3)      any reserve for adjustment in respect of the sale
         price of such asset or assets established in accordance with GAAP
         against any liabilities associated with the asset disposed of in such
         transaction and retained by the Company or any of its Restricted
         Subsidiaries after such sale or other disposition thereof, including,
         without limitation, pension and other post-employment benefit
         liabilities and liabilities related to environmental matters or against
         any indemnification obligations associated with such transaction; and

                  (4)      all distributions or other payments made to minority
         interest holders required in connection with the Asset Sale.

         "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

                                       17



         would constitute Indebtedness), (b) is directly or indirectly liable as
         a guarantor or otherwise or (c) constitutes the lender; and

                  (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 Notes) of the Company or any of its Restricted
         Subsidiaries to declare a default on such other Indebtedness or cause
         the payment of such other Indebtedness of the Company or any of its
         Restricted Subsidiaries to be accelerated or payable prior to its
         stated maturity.

         "Non-U.S. Person" means a Person who is not a U.S. Person.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.

         "Obligations" means any principal, interest, penalties, fees, taxes,
costs, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing, securing or relating to any Indebtedness,
whether or not a claim in respect thereof has been asserted.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.

         "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "Permitted Business" means any business conducted by the Company and
its Restricted Subsidiaries on the date of this Indenture, any reasonable
extension thereof, and any additional business reasonably related, incidental,
ancillary or complimentary thereto.

         "Permitted Investments" means:

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

                  (2)      any Investment in Cash Equivalents;

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

                                       18



                           (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 4.10 hereof;

                  (5)      any acquisition of assets 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 pursuant to any plan of reorganization or
         similar arrangement upon the bankruptcy or insolvency of any trade
         creditor or customer;

                  (7)      Hedging Obligations;

                  (8)      Investments constituting loans, advances or
         extensions of credit to employees, officers and directors made in the
         ordinary course of business;

                  (9)      Investments in existence on the date of this
         Indenture and an Investment in any Person to the extent such Investment
         replaces or refinances an Investment in such Person existing on the
         date of this Indenture in an amount not exceeding the amount of the
         Investment being replaced or refinanced; provided, however, that the
         new Investment is on terms and conditions no less favorable to the
         Company than the Investment being renewed or replaced;

                  (10)     an Investment in a trust, limited liability company,
         special purpose entity or other similar entity in connection with a
         Receivables Program; provided, however, that the only assets
         transferred to such trust, limited liability company, special purpose
         entity or other similar entity consist of Receivables and Related
         Assets of such Receivables Subsidiary;

                  (11)     Investments in any of the Notes or the 2014 Notes;

                  (12)     Guarantees of Indebtedness of the Company or any of
         its Restricted Subsidiaries issued in accordance with Section 4.09
         hereof;

                  (13)     Investments in Unisource required by the Subordinated
         Secured Liquidity Facility Agreement, dated November 27, 2002, among
         the Company, Unisource Worldwide, Inc. and the guarantors named therein
         and by the Insurance Allocation and Services Agreement, dated November
         27, 2002, between the Company and Unisource Worldwide, Inc., in an
         aggregate amount not to exceed $125.0 million; and

                  (14)     other Investments 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 (14)
         since the date of this Indenture not to exceed $200.0 million.

         "Permitted Liens" means:

                                       19



                  (1)      Liens on inventory or receivables of the Company and
         its Restricted Subsidiaries securing Indebtedness and other Obligations
         under Credit Facilities that were permitted to be incurred under
         Section 4.09(b)(1) hereof;

                  (2)      Liens in favor of the Company or a Restricted
         Subsidiary;

                  (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 Restricted Subsidiary of the Company; provided that such Liens were
         in existence prior to the contemplation of such merger or consolidation
         and do not extend to any assets other than those of the Person merged
         into or consolidated with the Company or the Restricted Subsidiary;

                  (4)      Liens on assets existing at the time of acquisition
         of the assets by the Company or any Restricted 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 to secure Indebtedness (including Capital Lease
         Obligations) permitted by Section 4.09(b)(4) hereof covering only the
         assets acquired with such Indebtedness;

                  (7)      Liens existing on the date of this Indenture;

                  (8)      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 concluded, provided that any reserve or other appropriate
         provision as is required in conformity with GAAP has been made
         therefor;

                  (9)      Liens on Receivables and Related Assets to reflect
         sales of receivables pursuant to a Receivables Program permitted by
         Section 4.09(b)(14) hereof covering only the assets acquired with such
         Indebtedness;

                  (10)     Liens in favor of issuers of tender, bid, surety,
         appeal or performance bonds or letters of credit or bankers'
         acceptances issued pursuant to the request of and for the account of
         the Company or any Restricted Subsidiary in the ordinary course of its
         business; provided, however, that such letters of credit do not support
         Indebtedness;

                  (11)     Liens securing Indebtedness or other obligations of a
         Restricted Subsidiary owing to the Company or a Restricted Subsidiary
         (other than a Receivables Subsidiary);

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

                  (13)     Liens securing industrial revenue or pollution
         control bonds that were permitted by the terms of this Indenture to be
         incurred;

                  (14)     Liens securing Permitted Refinancing Indebtedness
         incurred to refinance Indebtedness that was previously so secured,
         provided that any such Lien is limited to all or part

                                       20



         of the same property or assets (plus assets or property affixed or
         appurtenant thereto or proceeds in respect thereof) that secured (or,
         under the written arrangements under which the original Lien arose,
         could secure) the Indebtedness being refinanced or is in respect of
         property that is the security for a Permitted Lien;

                  (15)     Liens securing Hedging Obligations so long as such
         Hedging Obligations are permitted to be incurred under this Indenture;

                  (16)     Liens incurred in connection with a Sale and
         Leaseback Transaction with respect to Attributable Debt that does not
         exceed $300.0 million at any one time outstanding; and

                  (17)     Liens on assets of Unrestricted Subsidiaries that
         secure Non-Recourse Debt of Unrestricted Subsidiaries.

         "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;

                  (3)      if the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded is subordinated in right of
         payment to the Notes, such Permitted Refinancing Indebtedness is
         subordinated in right of payment to the Notes on terms at least as
         favorable to the Holders of 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.

         "Permitted Spin-Off Transaction" means the one-time spin-off, split-up,
split-off or other transaction involving the dividend, distribution or transfer
by the Company of all or some portion of its consumer products, packaging and/or
paper and pulp segments, as such segments are reported in the Company's audited
financial statements on the date of this Indenture (the entity comprising such
segment(s) after giving effect to the dividend or distribution, "Newco"),
provided that each of the following conditions have been met:

                  (1)      Newco shall have completed a registered exchange
         offer in which it shall have offered to the Holders of the Notes and
         the 2014 Notes (as applicable) the opportunity to exchange their Notes
         and 2014 Notes, as the case may be, for Spin-Off Notes; provided,
         further that:

                                       21



                           (A) Newco shall, on the date of such Permitted
                  Spin-Off Transaction after giving pro forma effect thereto and
                  to all related transactions (including, without limitation,
                  the incurrence by Newco of any Indebtedness (including the
                  assumption by Newco of any Indebtedness of the Company or any
                  of its Subsidiaries) and the disposition by Newco of any
                  assets) 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 Section 4.09(a)
                  hereof;

                           (B) each of the Rating Agencies shall have given the
                  Spin-Off Notes a rating that is equal to or better than such
                  Rating Agency's highest rating of the Notes being exchanged
                  for such Spin-Off Notes during the one-year period immediately
                  prior to the consummation of the Permitted Spin-Off
                  Transaction (it being understood that the ratings of the
                  Spin-Off Notes shall take into account all transactions
                  relating to the Permitted Spin-Off Transaction, including,
                  without limitation, the incurrence by Newco of any
                  Indebtedness (including the assumption by Newco of any
                  Indebtedness of the Company or any of its Subsidiaries) and
                  the disposition by Newco of any assets), and

                           (C) such exchange offer shall have remained open for
                  at least 20 Business Days; and

                  (2)      the Company shall have completed a cash tender offer
         for the Notes in which it shall have offered to purchase the Notes from
         the Holders on the terms set forth in this Indenture for a purchase
         price in cash equal to 100% of the aggregate principal amount of Notes
         repurchased plus accrued and unpaid interest and Special Interest, if
         any, on the Notes repurchased, to the date of purchase, which offer
         shall have remained open for at least 20 Business Days.

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

         "Principal Property" means any mill, manufacturing plant or facility
owned by the Company and/or one or more Restricted Subsidiaries and located
within the continental United States of America having a gross book value in
excess of 1.0% of the Consolidated Net Tangible Assets of the Company and its
Restricted Subsidiaries; provided that the term "Principal Property" shall not
include any mill, plant or facility that:

                  (1)      is acquired after the date of this Indenture for the
         disposal of solid waste, or control or abatement of atmospheric
         pollutants or contaminants, or water, noise or other pollutants, or

                  (2)      in the opinion of the Board of Directors, is not of
         material importance to the total business conducted by the Company and
         its Restricted Subsidiaries, considered as a whole.

         "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

         "Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee to act as the Quotation Agent after consultation with the Company.

                                       22



         "Rating Agency" means (1) each of Moody's and S&P and (2) if Moody's or
S&P ceases to rate the Notes for reasons outside of the control of the Company,
a "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 for Moody's or S&P, as the case may be.

         "Receivables and Related Assets" means accounts receivable,
instruments, chattel paper, obligations, general intangibles and other similar
assets, including interests in merchandise or goods, the sale or lease of which
give rise to the foregoing, related contractual rights, guarantees, insurance
proceeds, collections, other related assets and proceeds of all the foregoing.

         "Receivables Program" means, with respect to any Person, any accounts
receivable securitization program pursuant to which such Person pledges, sells
or otherwise transfers or encumbers its accounts receivable, including a trust,
limited liability company, special purpose entity or other similar entity.

         "Receivables Subsidiary" means a Wholly Owned Subsidiary of the Company
or a Restricted Subsidiary of the Company (or another Person in which the
Company or any Restricted Subsidiary of the Company makes an Investment and to
which the Company or any Restricted Subsidiary of the Company transfers
Receivables and Related Assets) which engages in no activities other than in
connection with the financing of Receivables and Related Assets and which is
designated by the Board of Directors of the Company as a Receivables Subsidiary.

         "Reference Treasury Dealer" means any of Banc of America Securities
LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and UBS Warburg LLC and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

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

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated as of June 3, 2003, among the Company, each Guarantor
and the other parties named on the signature pages thereof, relating to the
Notes and the 2014 Notes, as such agreement may be amended, modified or
supplemented from time to time, and, with respect to any Additional Notes, one
or more registration rights agreements among the Company, the Guarantors and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

         "Regulation S Global Note" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

         "Replacement Assets" mean (1) long-term assets that will be used or
useful in a Permitted Business, (2) substantially all of the assets of another
Permitted Business, or (3) a majority of the Voting

                                       23



Stock of any Person engaged in a Permitted Business that will become on the date
of acquisition thereof a Restricted Subsidiary as a result of such acquisition.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

         "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.

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

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

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated the Securities Act.

         "Sale and Leaseback Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
properties or assets of the Company and/or such Restricted Subsidiary (except
for leases between the Company and any Restricted Subsidiary, between any
Restricted Subsidiary and the Company or between Restricted Subsidiaries), which
properties or assets have been or are to be sold or transferred by the Company
or such Subsidiary to such Person with the intention of taking back a lease of
such properties or assets.

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

         "SEC" means the Securities and Exchange Commission.

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

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

         "Significant Subsidiary" means any Subsidiary other than an
Unrestricted 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 of this Indenture.

         "Special Interest" means interest payable on the Notes in the event of
a Registration Default, the amount of which shall be determined as provided in
the Registration Rights Agreement.

                                       24



         "Spin-Off Notes" means the notes to be offered in a registered exchange
offer by Newco and, if a Guarantor becomes a Subsidiary of Newco as a result of
such Permitted Spin-Off Transaction, guaranteed by such Guarantor, on terms and
with covenants that are identical to those included in this Indenture, with such
variations from the Notes and this Indenture as the Trustee and Newco shall have
mutually agreed.

         "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 (including with respect to
sinking fund obligations) in the original documentation governing such
Indebtedness, and shall 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).

         "Subsidiary Guarantee" means each Guarantee by a Guarantor of the
Company's payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

         "Total Assets" means, with respect to any specified Person at any date,
without duplication, the total consolidated assets of that Person and its
Subsidiaries, as determined in accordance with GAAP.

         "Trustee" means the party named as such in the preamble to this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

         "2014 Exchange Notes" means the 2014 Notes issued in the Exchange Offer
pursuant to Section 2.06(f) of the 2014 Notes Indenture.

         "2014 Notes" means the 8% Senior Notes due 2014 issued by the Company
on the date of this Indenture pursuant to the 2014 Notes Indenture.

         "2014 Notes Indenture" means the indenture, dated as of June 3, 2003,
among the Company, the Guarantors and The Bank of New York, as trustee, pursuant
to which the 2014 Notes are issued, as the same shall be amended from time to
time.

         "2014 Subsidiary Guarantee" means each Guarantee by a Guarantor of the
Company's payment obligations under the 2014 Notes Indenture and on the 2014
Notes, executed pursuant to the provisions of the 2014 Notes Indenture.

                                       25



         "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Subsidiary" means each Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
resolution of the Board of Directors, but only to the extent that each such
Subsidiary:

                  (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 shall 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 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall 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 under Section 4.09 hereof, the Company shall be in
default of Section 4.09. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall 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 shall only be permitted if (1) such
Indebtedness is permitted under Section 4.09 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.

         "U.S. Person" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

         "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:

                                       26



                  (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.

         "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

Section 1.02      Other Definitions.

<TABLE>
<CAPTION>
                                                        Defined in
Term                                                      Section
----                                                      -------
<S>                                                     <C>
"Affiliate Transaction"...............................     4.11
"Asset Sale Offer"....................................     3.09
"Authentication Order"................................     2.02
"Change of Control Offer".............................     4.15
"Change of Control Payment"...........................     4.15
"Change of Control Payment Date"......................     4.15
"Covenant Defeasance".................................     8.03
"DTC".................................................     2.03
"Event of Default"....................................     6.01
"Excess Proceeds".....................................     4.10
"Fall Away Event".....................................     4.19
"incur"...............................................     4.09
"Legal Defeasance"....................................     8.02
"Offer Amount"........................................     3.09
"Offer Period"........................................     3.09
"Paying Agent"........................................     2.03
"Payment Default".....................................     6.01
"Permitted Debt"......................................     4.09
"Purchase Date".......................................     3.09
"Registrar"...........................................     2.03
"Restricted Payments".................................     4.07
</TABLE>

Section 1.03      Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes;

                                       27



         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Notes and the Subsidiary Guarantee means the Company
and each Guarantor, respectively, and any successor obligor upon the Notes and
the Subsidiary Guarantee, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04      Rules of Construction.

         Unless the context otherwise requires:

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

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

                  (3)      "or" is not exclusive;

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

                  (5)      "will" shall be interpreted to express a command;

                  (6)      provisions apply to successive events and
         transactions; and

                  (7)      references to sections of or rules under the
         Securities Act will be deemed to include substitute, replacement of
         successor sections or rules adopted by the SEC from time to time.

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01      Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Company, each
Guarantor and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

         (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in

                                       28



the Global Note" attached thereto). Notes issued in definitive form will be
substantially in the form of Exhibit A attached hereto (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Each Global Note will represent such of the
outstanding Notes as will be specified therein and each shall provide that it
represents the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby will be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

         (c) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream will be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearsteam.

Section 2.02      Execution and Authentication.

         An Officer must sign the Notes for the Company by manual or facsimile
signature.

         If the Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note will nevertheless be valid.

         A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

         On the date of this Indenture, the Trustee shall, upon receipt of a
written order of the Company signed by an Officer (an "Authentication Order"),
authenticate the Initial Notes for original issue up to $350,000,000 in
aggregate principal amount and, upon delivery of any Authentication Order at any
time and from time to time thereafter, the Trustee shall authenticate Additional
Notes and Exchange Notes for original issue in an aggregate principal amount
specified in such Authentication Order.

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

Section 2.03      Registrar and Paying Agent.

         The Company will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

                                       29



         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04      Paying Agent to Hold Money in Trust.

         The Company will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Special Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee will serve as Paying Agent for the Notes.

Section 2.05      Holder Lists.

         The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company will furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06      Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

                  (1)      the Company delivers to the Trustee notice from the
         Depositary that it is unwilling or unable to continue to act as
         Depositary or that it is no longer a clearing agency registered under
         the Exchange Act and, in either case, a successor Depositary is not
         appointed by the Company within 120 days after the date of such notice
         from the Depositary;

                  (2)      the Company in its sole discretion determines that
         the Global Notes (in whole but not in part) should be exchanged for
         Definitive Notes and delivers a written notice to such effect to the
         Trustee; or

                  (3)      there has occurred and is continuing a Default or
         Event with respect to notes.

         Upon the occurrence of any of the preceding events in (1), (2) or (3)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated

                                       30



and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (1)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, transfers of beneficial interests in the Regulation
         S Global Note may not be made to a U.S. Person or for the account or
         benefit of a U.S. Person (other than an Initial Purchaser). Beneficial
         interests in any Unrestricted Global Note may be transferred to Persons
         who take delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         described in this Section 2.06(b)(1).

                  (2)      All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(1) above, the transferor of such beneficial interest must
         deliver to the Registrar either:

                           (A)      both:

                                    (i)      a written order from a Participant
                           or an Indirect Participant given to the Depositary in
                           accordance with the Applicable Procedures directing
                           the Depositary to credit or cause to be credited a
                           beneficial interest in another Global Note in an
                           amount equal to the beneficial interest to be
                           transferred or exchanged; and

                                    (ii)     instructions given in accordance
                           with the Applicable Procedures containing information
                           regarding the Participant account to be credited with
                           such increase; or

                           (B)      both:

                                    (i)      a written order from a Participant
                           or an Indirect Participant given to the Depositary in
                           accordance with the Applicable Procedures directing
                           the Depositary to cause to be issued a Definitive
                           Note in an amount equal to the beneficial interest to
                           be transferred or exchanged; and

                                    (ii)     instructions given by the
                           Depositary to the Registrar containing information
                           regarding the Person in whose name such Definitive
                           Note shall be registered to effect the transfer or
                           exchange referred to in (1) above. Upon

                                       31



                           consummation of an Exchange Offer by the Company in
                           accordance with Section 2.06(f) hereof, the
                           requirements of this Section 2.06(b)(2) shall be
                           deemed to have been satisfied upon receipt by the
                           Registrar of the instructions contained in the Letter
                           of Transmittal delivered by the Holder of such
                           beneficial interests in the Restricted Global Notes.
                           Upon satisfaction of all of the requirements for
                           transfer or exchange of beneficial interests in
                           Global Notes contained in this Indenture and the
                           Notes or otherwise applicable under the Securities
                           Act, the Trustee shall adjust the principal amount of
                           the relevant Global Note(s) pursuant to Section
                           2.06(h) hereof.

                  (3)      Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(2) above and
         the Registrar receives the following:

                           (A) if the transferee will take delivery in the form
                  of a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof;

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof; and

                           (C) if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable.

                  (4)      Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(2) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                       32



                                    (i)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (ii)     if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

                  (1)      Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144, a

                                       33



                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(a) thereof;

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable;

                           (F) if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or

                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

                  (2)      Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (i) a Broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does

                                       34



                           not bear the Private Placement Legend, a certificate
                           from such holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(b) thereof;
                           or

                                    (ii)     if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (3)      Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(2) hereof, the Trustee will cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Company will execute and the Trustee
         will authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(3) will be registered in such name or names and
         in such authorized denomination or denominations as the holder of such
         beneficial interest requests through instructions to the Registrar from
         or through the Depositary and the Participant or Indirect Participant.
         The Trustee will deliver such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section 2.06(c)(3)
         will not bear the Private Placement Legend.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

                  (1)      Restricted Definitive Notes to Beneficial Interests
         in Restricted Global Notes. If any Holder of a Restricted Definitive
         Note proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for a beneficial interest in a
                  Restricted Global Note, a certificate from such Holder in the
                  form of Exhibit C hereto, including the certifications in item
                  (2)(b) thereof;

                           (B) if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (C) if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (2) thereof;

                                       35



                           (D) if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule
                  144, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (3)(a) thereof;

                           (E) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                           (F) if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G) if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

                  the Trustee will cancel the Restricted Definitive Note,
                  increase or cause to be increased the aggregate principal
                  amount of, in the case of clause (A) above, the appropriate
                  Restricted Global Note, in the case of clause (B) above, the
                  144A Global Note, in the case of clause (C) above, the
                  Regulation S Global Note, and in all other cases, the IAI
                  Global Note.

                  (2)      Restricted Definitive Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Restricted Definitive Note to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the Holder of such Definitive
                           Notes proposes to exchange such Notes for a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(c)
                           thereof; or

                                       36



                                    (ii)     if the Holder of such Definitive
                           Notes proposes to transfer such Notes to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           B hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                  (3)      Unrestricted Definitive Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
         Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Definitive Notes to a Person
         who takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee will cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note has not
         yet been issued, the Company will issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee will authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar will register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (1)      Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A) if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; and

                                       37



                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (2)      Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a Broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

                                    (ii)     if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (3)      Unrestricted Definitive Notes to Unrestricted
         Definitive Notes. A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request to
         register such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

                                       38



                  (1)      one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of the beneficial
         interests in the Restricted Global Notes tendered into the Exchange
         Offer by Persons that certify in the applicable Letters of Transmittal
         that (A) they are not Broker-dealers, (B) they are not participating in
         a distribution of the Exchange Notes and (z) they are not affiliates
         (as defined in Rule 144) of the Company; and

                  (2)      Unrestricted Definitive Notes in an aggregate
         principal amount equal to the principal amount of the Restricted
         Definitive Notes accepted for exchange in the Exchange Offer.

         Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

         (g) Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (1)      Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT

         (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY:

                  (i)(a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
                  SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN
                  PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
                  OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) TO
                  AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
                  501(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN
                  INSTITUTIONAL ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH
                  TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING
                  CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN
                  BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
                  RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT

                                       39



                  OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE
                  TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
                  SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION
                  FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
                  BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS),

                  (ii) TO THE COMPANY, OR

                  (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

         (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
         ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
         RESTRICTIONS SET FORTH IN (A) ABOVE. NO REPRESENTATION CAN BE MADE AS
         TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF
         THE SECURITY EVIDENCED HEREBY."

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(4),
                  (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this
                  Section 2.06 (and all Notes issued in exchange therefor or
                  substitution thereof) will not bear the Private Placement
                  Legend.

                  (2)      Global Note Legend. Each Global Note will bear a
         legend in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE

                                       40



HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                  (1)      To permit registrations of transfers and exchanges,
         the Company will execute and the Trustee will authenticate Global Notes
         and Definitive Notes upon receipt of an Authentication Order in
         accordance with Section 2.02 or at the Registrar's request.

                  (2)      No service charge will be made to a Holder of a
         Global Note or to a Holder of a Definitive Note for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax or similar governmental charge
         payable in connection therewith (other than any such transfer taxes or
         similar governmental charge payable upon exchange or transfer pursuant
         to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

                  (3)      The Registrar will not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (4)      All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes will be the valid obligations of the Company, evidencing the same
         debt, and entitled to the same benefits under this Indenture, as the
         Global Notes or Definitive Notes surrendered upon such registration of
         transfer or exchange.

                  (5)      The Company will not be required:

                           (A) to issue, to register the transfer of or to
                  exchange any Notes during a period beginning at the opening of
                  business 15 days before the day of any selection of Notes for
                  redemption under Section 3.02 hereof and ending at the close
                  of business on the day of selection;

                           (B) to register the transfer of or to exchange any
                  Note selected for redemption in whole or in part, except the
                  unredeemed portion of any Note being redeemed in part; or

                           (C) to register the transfer of or to exchange a Note
                  between a record date and the next succeeding interest payment
                  date.

                                       41



                  (6)      Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (7)      The Trustee will authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

                  (8)      All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

Section 2.07      Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company and
will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08      Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes will be deemed to be no longer outstanding and will cease to accrue
interest.

Section 2.09      Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be

                                       42



considered as though not outstanding, except that for the purposes of
determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned will be so disregarded.

Section 2.10      Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes will be entitled to all of the benefits of
this Indenture.

Section 2.11      Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will dispose of
such canceled Notes (subject to the record retention requirement of the Exchange
Act) in its customary manner. The Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12      Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01      Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

                  (1)      the clause of this Indenture pursuant to which the
         redemption shall occur;

                  (2)      the redemption date;

                                       43



                  (3)      the principal amount of Notes to be redeemed; and

                  (4)      the redemption price.

Section 3.02      Selection of Notes to Be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

                  (1)      if the Notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
         securities exchange on which the Notes are listed; or

                  (2)      if the Notes are not listed on any national
         securities exchange, on a pro rata basis, by lot or by such method as
         the Trustee shall deem fair and appropriate.

         In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

         The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03      Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 11 of this Indenture.

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

                  (1)      the redemption date;

                  (2)      the redemption price;

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

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

                                       44



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

                  (6)      that, unless the Company defaults in making such
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date;

                  (7)      the paragraph of the Notes and/or Section of this
         Indenture pursuant to which the Notes called for redemption are being
         redeemed; and

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

         At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04      Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05      Deposit of Redemption or Purchase Price.

         One Business Day prior to the redemption or purchase price date, the
Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest and Special
Interest, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest and Special Interest, if any, on, all Notes to be redeemed or
purchased.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note
is redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06      Notes Redeemed or Purchased in Part.

         Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

                                       45



Section 3.07      Optional Redemption.

         (a) The Company may at any time at its option redeem all or part of the
Notes upon not less than 30 nor more than 60 days' prior notice at a redemption
price equal to the greater of (1) 100% of the principal amount of the Notes
being redeemed and (2) as determined by the Quotation Agent, the sum of the
present values of 100% of the principal amount of the Notes being redeemed, plus
all scheduled payments of interest on such Notes to and including July 15, 2008
(but not including accrued and unpaid interest to the redemption date), in each
case discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate
plus 50 basis points, together in each case with accrued and unpaid interest and
Special Interest, if any, to the applicable redemption date.

         (b) At any time prior to July 15, 2006, the Company may at its option
on any one or more occasions redeem up to 35% of the aggregate principal amount
of Notes issued under this Indenture at a redemption price of 107 3/8% of the
principal amount, plus accrued and unpaid interest and Special Interest, if any,
to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that:

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

                  (2)      the redemption occurs within 120 days of the date of
         the closing of such Equity Offering.

         (c) Except pursuant to Sections 3.07(a) or (b) above, the Notes shall
not be redeemable at the Company's option.

         (d) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08      Mandatory Redemption.

         The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

Section 3.09      Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall be made to all Holders of Notes, and at the
Company's option, to all holders of other Indebtedness that is pari passu with
the Notes (including, without limitation, the 2014 Notes). The Asset Sale Offer
will remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis,
if applicable) or, if less than the Offer Amount has been tendered, all Notes
and other Indebtedness tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased will be made in the same manner as interest payments are
made.

                                       46



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

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

                  (1)      that the Asset Sale Offer is being made pursuant to
         this Section 3.09 and Section 4.10 hereof and the length of time the
         Asset Sale Offer will remain open;

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

                  (3)      that any Note not tendered or accepted for payment
         will continue to accrue interest;

                  (4)      that, unless the Company defaults in making such
         payment, any Note accepted for payment pursuant to the Asset Sale Offer
         will cease to accrue interest after the Purchase Date;

                  (5)      that Holders electing to have a Note purchased
         pursuant to an Asset Sale Offer may elect to have Notes purchased in
         integral multiples of $1,000 only;

                  (6)      that Holders electing to have a Note purchased
         pursuant to any Asset Sale Offer will be required to surrender the
         Note, with the form entitled "Option of Holder to Elect Purchase"
         attached to the Note completed, or transfer 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;

                  (7)      that Holders will 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 principal amount of the Note the
         Holder delivered for purchase and a statement that such Holder is
         withdrawing his election to have such Note purchased;

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

                  (9)      that Holders whose Notes were purchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered (or transferred by book-entry
         transfer).

         On or before 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 of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for

                                       47



payment by the Company in accordance with the terms of this Section 3.09. 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
Notes tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company will authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company will publicly announce the
results of the Asset Sale Offer on the Purchase Date.

         Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                    ARTICLE 4.
                                    COVENANTS

Section 4.01      Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Special Interest, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and
Special Interest, if any will be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. The Company will pay all Special Interest, if
any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02      Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

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

                                       48



         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

Section 4.03      Reports.

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

                  (1)      all quarterly and annual financial information that
         would be required to be contained in a filing with the SEC 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 thereon by the Company's certified
         independent accountants; and

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

         In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Company will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company will at
all times comply with TIA Section 314(a).

         (b) For so long as any Notes remain outstanding, the Company and the
Guarantors will furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04      Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that the Guarantors
are so required under the TIA) shall deliver to the Trustee, within 90 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Restricted Subsidiaries during
the preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default has occurred, describing all
such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to

                                       49



believe that the Company has violated any provisions of Article 4 or Article 5
hereof or, if any such violation has occurred, specifying the nature and period
of existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge
of any such violation.

         (c) So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05      Taxes.

         The Company shall pay, and shall cause each of its Restricted
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

Section 4.06      Stay, Extension and Usury Laws.

         The Company and each Guarantor covenant (to the extent that it may
lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each Guarantor (to the extent that it may lawfully do so) hereby expressly waive
all benefit or advantage of any such law, and covenant that they will not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law has been enacted.

Section 4.07      Restricted Payments.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

                  (1)      declare or pay any dividend or make any other payment
         or distribution on account of the Company's Equity Interests
         (including, without limitation, any payment in connection with any
         merger or consolidation involving the Company) or to the direct or
         indirect holders of the Company's Equity Interests in their capacity as
         such (other than dividends or distributions payable in Equity Interests
         (other than Disqualified Stock) of the Company);

                  (2)      purchase, redeem or otherwise acquire or retire for
         value (including, without limitation, in connection with any merger or
         consolidation involving the Company) 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 subordinated to the Notes or the Subsidiary
         Guarantee, except a payment of interest or principal at the Stated
         Maturity thereof (other than (x) intercompany Indebtedness permitted
         under Section 4.09(b)(7) hereof and (y) the purchase, repurchase or
         other acquisition of subordinated Indebtedness purchased in
         anticipation of satisfying a payment of principal at the Stated
         Maturity thereof, in each case within one year of such Stated
         Maturity); or

                                       50



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

                  (2)      the Company could incur at least $1.00 of additional
         Indebtedness pursuant Section 4.09(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 January 30, 2003 (excluding Restricted
         Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8) and (9)
         of Section 4.07(b) hereof), 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 fiscal quarter ended March 29, 2003 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), provided that for the purposes of this clause (A),
                  in the event of a Permitted Spin-Off Transaction, Consolidated
                  Net Income shall thereafter be calculated on a pro forma
                  basis, as if such Permitted Spin-Off Transaction had been
                  consummated January 30, 2003, plus

                           (B) 100% of the aggregate net cash proceeds received
                  by the Company since January 30, 2003 (i) as a contribution to
                  its common equity capital or from the issue or sale of Equity
                  Interests of the Company (other than Disqualified Stock) or
                  (ii) from the issue or sale of convertible or exchangeable
                  Disqualified Stock or convertible or exchangeable debt
                  securities of the Company upon conversion into or exchange for
                  such Equity Interests (other than Equity Interests (or
                  Disqualified Stock or debt securities) sold to a Subsidiary of
                  the Company), plus

                           (C) 100% of the fair market value as of the date of
                  issuance of any Equity Interests (other than Disqualified
                  Stock) issued by the Company as consideration for the purchase
                  by the Company or any of its Restricted Subsidiaries of all or
                  substantially all of the assets of, or a majority of the
                  Voting Stock of, another Permitted Business (including by
                  means of a merger, consolidation or other business combination
                  permitted under this Indenture), plus

                           (D) to the extent that any Restricted Investment that
                  was made after January 30, 2003 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 initial
                  amount of such Restricted Investment, plus

                           (E) to the extent that any Unrestricted Subsidiary of
                  the Company is redesignated as a Restricted Subsidiary after
                  January 30, 2003, 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.

         (b) The provisions of Section 4.07(a) will not prohibit:

                                       51



                  (1)      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 this
         Indenture;

                  (2)      any Restricted Payments required to complete a
         Permitted Spin-Off Transaction;

                  (3)      the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Restricted Subsidiary or of any Equity Interests of the Company in
         exchange 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 acquisition shall be excluded from Section 4.07(a)(3)(B) hereof;

                  (4)      the defeasance, redemption, repurchase or other
         acquisition of subordinated Indebtedness of the Company or any
         Restricted Subsidiary with the net cash proceeds from an incurrence of
         Permitted Refinancing Indebtedness;

                  (5)      so long as no Default or Event of Default shall have
         occurred and be continuing, the repurchase, redemption or other
         acquisition or retirement for value of any Equity Interests of the
         Company or any Restricted Subsidiary of the Company from employees,
         former employees, directors or former directors of the Company or any
         of its Restricted Subsidiaries or their authorized representatives upon
         the death, disability or termination of the employment of such
         employees or former employees or termination of the term of such
         director or former director; provided that the aggregate price paid for
         all such repurchased, redeemed, acquired or retired Equity Interests
         may not exceed $25.0 million in any twelve-month period; provided
         further that such amount in any calendar year may be increased by an
         amount not to exceed the cash proceeds of key man life insurance
         policies received by the Company and its Restricted Subsidiaries after
         January 30, 2003 less the amount of any Restricted Payments previously
         made pursuant to this proviso;

                  (6)      repurchases of Equity Interests deemed to occur upon
         (i) the exercise of stock options if such Equity Interests represent a
         portion of the exercise price thereof and (ii) the withholding of a
         portion of the Equity Interests granted or awarded to an employee to
         pay taxes associated therewith;

                  (7)      the declaration and payment of dividends to holders
         of any class or series of Disqualified Stock of the Company issued in
         accordance with Section 4.09 hereof to the extent such dividends are
         included in the definition of Fixed Charges;

                  (8)      so long as no Default or Event of Default shall have
         occurred and be continuing, the declaration and payment of dividends to
         holders of the Company's common stock in respect of any fiscal quarter
         ending on or prior to March 31, 2005; provided that any such dividends
         declared and paid pursuant to this clause (8) shall not exceed $35.0
         million in any such fiscal quarter; or

                  (9)      so long as no Default or Event of Default shall have
         occurred and be continuing, other Restricted Payments in an aggregate
         amount, when taken together with all other Restricted Payments made
         pursuant to this clause (9), not to exceed $200.0 million.

                                       52



         (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 4.07 will be determined by the Board of Directors whose
resolution with respect thereto will be final and binding and will be delivered
to the Trustee.

Section 4.08      Dividend and Other Payment Restrictions Affecting
                  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;

                  (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 in Section 4.08(a) shall not apply to encumbrances
or restrictions existing under or by reason of:

                  (1)      agreements in effect on the date of this Indenture
         and any amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements or refinancings of those
         agreements and any new agreements, provided that the encumbrances or
         restrictions contained in any such amendments, modifications,
         restatements, renewals, increases, supplements, refundings,
         replacements, refinancings or new agreements, taken as a whole, are not
         materially more restrictive than the encumbrances or restrictions
         contained in agreements in place on the date of this Indenture;

                  (2)      this Indenture, the 2014 Notes Indenture, the Notes,
         the 2014 Notes, the Subsidiary Guarantees and the 2014 Subsidiary
         Guarantees;

                  (3)      any applicable law, rule, regulation or order;

                  (4)      any instrument governing Indebtedness or Capital
         Stock 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 Indebtedness or Capital Stock was incurred in
         connection with or in contemplation of such acquisition), which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person or the
         property or assets of the Person so acquired, and any amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacements or refinancings of those instruments, provided
         that the encumbrances or restrictions contained in any such amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacements or refinancings, taken as a whole, are not
         materially more restrictive than the encumbrances or restrictions
         contained in instruments in effect on the date of acquisition;

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

                                       53



                  (6)      purchase money obligations for property acquired in
         the ordinary course of business that impose restrictions on that
         property of the nature described in Section 4.08(a)(3) hereof;

                  (7)      any agreement for the sale or other disposition
         (including a Permitted Spin-Off Transaction) of a Restricted Subsidiary
         that restricts distributions by that Restricted Subsidiary pending its
         sale or other disposition (including a Permitted Spin-Off Transaction);

                  (8)      Permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness, taken as a whole, are not materially more
         restrictive than those contained in the agreements governing the
         Indebtedness being refinanced;

                  (9)      Liens securing Indebtedness otherwise permitted to be
         incurred under the provisions of Sections 4.12 or 4.16 hereof 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, asset
         sale agreements, stock sale agreements and other similar agreements
         entered into in the ordinary course of business;

                  (11)     Indebtedness of Foreign Subsidiaries permitted to be
         incurred subsequent to the date of this Indenture pursuant to the
         provisions of Section 4.09 hereof;

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

                  (13)     with respect to a Receivables Subsidiary,
         encumbrances and restrictions that are imposed pursuant to a
         Receivables Program of such Receivables Subsidiary; provided that such
         encumbrances and restrictions are customarily required by the
         institutional sponsor or arranger at the time of entering into such
         Receivables Program in similar types of documents relating to the
         purchase of similar receivables in connection with the financing
         thereof.

Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall 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 its Restricted Subsidiaries may
incur Indebtedness (including Acquired Debt) 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 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.

                                       54



         (b) The provisions of Section 4.09(a) shall not prohibit the incurrence
of any of the following items of Indebtedness, Disqualified Stock or preferred
stock, as applicable (collectively, "Permitted Debt"):

                  (1)      the incurrence by the Company or any of its
         Restricted Subsidiaries (and the Guarantee thereof by any Restricted
         Subsidiary or the Company, as applicable) of Indebtedness and letters
         of credit under Credit Facilities in an aggregate principal amount at
         any one time outstanding under this clause (1) (with letters of credit
         (other than letters of credit contemplated by Section 4.09(b)(12))
         being deemed to have a principal amount equal to the maximum potential
         liability of the Company and the Restricted Subsidiaries thereunder),
         when taken together with the aggregate principal amount of all
         then-outstanding Indebtedness incurred pursuant to Section 4.09(b)(14),
         not to exceed the greater of:

                           (A) the Designated Amount; or

                           (B) the Borrowing Base as of the date of such
                  incurrence;

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

                  (3)      the incurrence by the Company and the Guarantors of
         Indebtedness represented by (A) the Notes and the related Subsidiary
         Guarantees and the 2014 Notes and the related 2014 Subsidiary
         Guarantees to be issued on the date of this Indenture, and (B) the
         Exchange Notes and the related Subsidiary Guarantee and the 2014
         Exchange Notes and the related 2014 Subsidiary Guarantee to be issued
         pursuant to the Registration Rights Agreement;

                  (4)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by Capital Lease
         Obligations, mortgage financings or purchase money obligations, in each
         case, incurred for the purpose of financing all or any part of the
         purchase price or cost of construction or improvement of property (real
         or personal), plant or equipment (whether through the direct purchase
         of assets or through the purchase of the Capital Stock of any Person
         owning such assets) used in the business of the Company or such
         Restricted Subsidiary, in an aggregate principal amount at any time
         outstanding, including all Permitted Refinancing Indebtedness incurred
         to refund, refinance or replace any Indebtedness incurred pursuant to
         this clause (4), not to exceed the greater of (i) $300.0 million or
         (ii) 3.0% of the Consolidated Net Tangible Assets of the Company and
         its Restricted Subsidiaries;

                  (5)      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 refund,
         refinance or replace Indebtedness (other than intercompany
         Indebtedness) that was permitted by this Indenture to be incurred under
         Section 4.09(a) or clause (2), (3), (4), (5), (12), (13), (17) or (18)
         of this Section 4.09(b);

                  (6)      the incurrence by the Company or any of its
         Restricted Subsidiaries of obligations with respect to letters of
         credit securing obligations entered into in the ordinary course of
         business to the extent such letters of credit are not drawn upon or, if
         drawn upon, such drawing is reimbursed within five Business Days
         following receipt of a demand for reimbursement;

                  (7)      the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness between or among
         the Company and any of its Restricted Subsidiaries; provided, however,
         that:

                                       55



                           (A) if the Company or a Guarantor is the obligor on
                  such Indebtedness and such Indebtedness is held by a
                  Restricted Subsidiary other than such Guarantor, such
                  Indebtedness must be expressly subordinated to the prior
                  payment in full in cash of all Obligations with respect to the
                  Notes, in the case of the Company, or the Subsidiary
                  Guarantee, in the case of such Guarantor; and

                           (B) (i) any subsequent issuance or transfer of Equity
                  Interests that results in any such Indebtedness 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 to a Person that is not either the Company or a
                  Restricted Subsidiary of the Company shall be deemed, in each
                  case, to constitute an incurrence of such Indebtedness by the
                  Company or such Restricted Subsidiary, as the case may be,
                  that was not permitted by this clause (7);

                  (8)      the issuance of shares of preferred stock by a
         Restricted Subsidiary to the Company or another Restricted Subsidiary;
         provided that any subsequent issuance or transfer of any Capital Stock
         or any other event which, in either case, results in any such
         Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
         other subsequent transfer of any such shares of preferred stock (except
         to the Company or another Restricted Subsidiary) shall be deemed in
         each case to be an issuance of such shares of preferred stock that was
         not permitted by this clause (8);

                  (9)      the incurrence by the Company or any of its
         Restricted Subsidiaries of:

                           (A) Hedging Obligations incurred in the ordinary
                  course of business and not for speculative purposes;

                           (B) Indebtedness in respect of performance, surety or
                  appeal bonds provided in the ordinary course of business; and

                           (C) Indebtedness arising from agreements providing
                  for indemnification, adjustment of purchase price or similar
                  obligations of the Company or any of its Restricted
                  Subsidiaries incurred in connection with the disposition of
                  any business, assets or Subsidiary of the Company in an
                  aggregate amount not to exceed the gross proceeds actually
                  received by the Company or any Restricted Subsidiary in
                  connection with such disposition;

                  (10)     the guarantee by the Company or any of its Restricted
         Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary
         of the Company that was permitted to be incurred by another provision
         of this Section 4.09;

                  (11)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by letters of
         credit for the account of the Company or such Restricted Subsidiary, as
         the case may be, in order to provide security for workers' compensation
         claims, environmental remediation or other environmental matters or
         payment obligations in connection with self-insurance or similar
         requirements, in each case to the extent arising in the ordinary course
         of business;

                  (12)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by letters of
         credit pursuant to or made in connection with that certain Insurance
         Allocation and Services Agreement, dated November 27, 2002, between the
         Company

                                       56



         and Unisource Worldwide, Inc., in an aggregate principal amount at any
         time outstanding not to exceed $25.0 million;

                  (13)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by industrial
         revenue bonds incurred to finance the construction or improvement of
         their respective operations in an aggregate principal amount at any
         time outstanding pursuant to this clause (13), including all Permitted
         Refinancing Indebtedness incurred to refund, refinance or replace
         Indebtedness incurred pursuant to this clause (13), not to exceed the
         greater of (i) $200.0 million or (ii) 2.0% of the Consolidated Net
         Tangible Assets of the Company and its Restricted Subsidiaries;

                  (14)     the incurrence by any Receivables Subsidiary of
         Indebtedness pursuant to a Receivables Program; provided, however, that
         the aggregate principal amount of Indebtedness incurred pursuant to
         this clause (14) at any one time outstanding, when taken together with
         the aggregate principal amount of all then-outstanding Indebtedness
         incurred pursuant to Section 4.09(b)(1), does not exceed the Designated
         Amount;

                  (15)     the incurrence by the Company or a Restricted
         Subsidiary of Indebtedness to the extent the net proceeds thereof are
         promptly deposited to defease all outstanding Notes as described in
         Article 8 hereof or all outstanding 2014 Notes as described in Article
         8 of the 2014 Notes Indenture;

                  (16)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness arising from the honoring by a
         bank or other financial institution of a check, draft or similar
         institution inadvertently drawn against insufficient funds in the
         ordinary course of business;

                  (17)     the incurrence by any Foreign Subsidiary of
         Indebtedness in an aggregate principal amount at any time outstanding,
         including all Permitted Refinancing Indebtedness incurred to refund,
         refinance or replace any Indebtedness incurred pursuant to this clause
         (17), not to exceed $500.0 million; and

                  (18)     the incurrence by the Company or any of its
         Restricted Subsidiaries of additional Indebtedness or the issuance of
         Disqualified Stock by the Company or preferred stock by any Restricted
         Subsidiary in an aggregate principal amount or liquidation preference
         (or accreted value, as applicable) at any time outstanding, including
         all Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness incurred pursuant to this clause (18), not to
         exceed $500.0 million.

         (c) For purposes of determining compliance with this Section 4.09:

                  (1)      in the event that an item of proposed Indebtedness
         meets the criteria of more than one of the categories of Permitted Debt
         described in clauses (1) through (18) of Section 4.09(b), or is
         entitled to be incurred pursuant to Section 4.09(a) hereof, the Company
         shall be permitted to classify such item of Indebtedness on the date of
         its incurrence, or, subject to Section 4.09(c)(2) below, later
         reclassify all or a portion of such item of Indebtedness, in any manner
         that complies with this Section 4.09;

                  (2)      Indebtedness under Credit Facilities outstanding on
         the date of this Indenture shall be deemed to have been incurred on
         such date in reliance on the exception provided by Section 4.09(b)(1)
         hereof and Indebtedness under a Receivables Program outstanding on the
         date

                                       57



         of this Indenture shall be deemed to have been incurred on such date in
         reliance on the exception provided by Section 4.09(b)(14) hereof, and
         the Company shall not be permitted to reclassify any portion of such
         Indebtedness thereafter;

                  (3)      the outstanding principal amount of any particular
         Indebtedness shall be counted only once and any obligations arising
         under any guarantee, Lien, letter of credit or similar instrument
         supporting such Indebtedness shall not be double counted;

                  (4)      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, and the payment of dividends on Disqualified Stock in the form
         of additional shares of the same class of Disqualified Stock will not
         be deemed to be an incurrence of Indebtedness or an issuance of
         Disqualified Stock for purposes of this Section 4.09; provided, in each
         such case, that the amount thereof is included in Fixed Charges of the
         Company as accrued; and

                  (5)      the maximum amount of Indebtedness that the Company
         or a Restricted Subsidiary may incur pursuant to this Section 4.09 will
         not be deemed to be exceeded, with respect to any outstanding
         Indebtedness, due solely to the result of fluctuations in the exchange
         rates of currencies.

Section 4.10      Asset Sales.

         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, as determined in good faith by
         the Company's Board of Directors, of the assets or Equity Interests
         issued or sold or otherwise disposed of; and

                  (2)      at least 75% of the consideration received in the
         Asset Sale by the Company or such Restricted Subsidiary is in the form
         of cash or Replacement Assets, or a combination of both. For purposes
         of this provision, each of the following will be deemed to be cash:

                           (A) any liabilities, as shown on the Company's most
                  recent consolidated balance sheet, of the Company or any
                  Restricted Subsidiary (other than contingent liabilities and
                  liabilities that are by their terms subordinated to the Notes
                  or the Subsidiary Guarantee) that are assumed by the
                  transferee of any such assets pursuant to an agreement that
                  releases the Company or such Restricted Subsidiary from
                  further liability or with respect to which the transferee has
                  granted a full and complete indemnity to the Company or such
                  Restricted Subsidiary;

                           (B) any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are converted by the Company or such
                  Restricted Subsidiary into cash, to the extent of the cash
                  received in that conversion, within 180 days after receipt;
                  and

                           (C) Cash Equivalents.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or any Restricted Subsidiary may apply such Net Proceeds:

                                       58



                  (1)      to repay Indebtedness and other Obligations under any
         Credit Facility;

                  (2)      to repay (or repurchase) any secured Indebtedness;

                  (3)      to repay (or repurchase) any Indebtedness of a
         Restricted Subsidiary other than a Guarantor;

                  (4)      to repay (or repurchase) any Indebtedness with a
         final Stated Maturity that is prior to the final Stated Maturity of the
         Notes;

                  (5)      to acquire all or substantially all of the assets of,
         or a majority of the Voting Stock of, another Permitted Business
         (including by means of a merger, consolidation or other business
         combination permitted under this Indenture);

                  (6)      to make a capital expenditure; or

                  (7)      to acquire other long-term assets that are used or
         useful in a Permitted Business.

         Pending the final application of any such Net Proceeds, the Company and
any Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest the Net Proceeds in any manner that is not prohibited by this
Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraphs will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall,
within 30 days, make an Asset Sale Offer to all Holders of Notes, at the
Company's option, to all holders of other Indebtedness that is pari passu with
the Notes (including, without limitation, the 2014 Notes), in accordance with
Section 3.09 hereof, to purchase the maximum principal amount of 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 the principal
amount of the Notes being repurchased plus accrued and unpaid interest and
Special Interest, if any, to the date of purchase, and will be payable in cash.
If any Excess Proceeds remain after consummation of an Asset Sale Offer, the
Company 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 Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of (1) each
Asset Sale Offer and (2) a Permitted Spin-Off Transaction, the amount of Excess
Proceeds shall be reset at zero.

         The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.09 or 4.10 of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of
such conflict.

Section 4.11      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,

                                       59



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, when taken as
         a whole, that are no less favorable to the Company or the relevant
         Restricted Subsidiary than those that would have been obtained in a
         comparable transaction by the Company or such Restricted Subsidiary
         with an unrelated Person; and

                  (2)      the Company delivers to the Trustee:

                           (A) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $25.0 million, a resolution of the
                  Board of Directors set forth in an Officers' Certificate
                  certifying that such Affiliate Transaction complies with this
                  Section 4.11 and that such Affiliate Transaction has been
                  approved by a majority of the disinterested members of the
                  Board of Directors; and

                           (B) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $100.0 million, 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 will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a):

                  (1)      any employment, compensation, benefit or
         indemnification agreement or arrangement (and any payments or other
         transactions pursuant thereto) entered into by the Company or any of
         its Restricted Subsidiaries in the ordinary course of business with an
         officer, employee or director and any transactions pursuant to stock
         option plans, stock ownership plans and employee benefit plans or
         arrangements;

                  (2)      transactions between or among the Company and/or its
         Restricted Subsidiaries (including any Person that becomes a Restricted
         Subsidiary as a result of any such transaction);

                  (3)      transactions with a Person that is an Affiliate of
         the Company solely because the Company owns an Equity Interest in, or
         controls, such Person;

                  (4)      payment of fees to directors who are not otherwise
         employees of the Company;

                  (5)      sales of Equity Interests (other than Disqualified
         Stock) to Affiliates of the Company;

                  (6)      Restricted Payments that are permitted by Section
         4.07 hereof;

                  (7)      loans or advances to employees or consultants in the
         ordinary course of business of the Company or its Restricted
         Subsidiaries;

                  (8)      transactions between a Receivables Subsidiary and any
         Person in which the Receivables Subsidiary has an Investment or any
         other transactions in connection with a Receivables Program of the
         Company or a Restricted Subsidiary;

                                       60



                  (9)      a Permitted Spin-Off Transaction and actions taken
         and agreements entered into between or among the Company and its
         Subsidiaries required to complete a Permitted Spin-Off Transaction; and

                  (10)     transactions pursuant to or contemplated by any
         agreement of the Company or any Restricted Subsidiary as in effect as
         of the date of this Indenture or any amendment thereto or any
         replacement agreement so long as any such amendment or replacement
         agreement, taken as a whole, is not materially more disadvantageous to
         the Holders than the original agreement as in effect on the date of
         this Indenture.

Section 4.12      Liens.

         (a) Prior to a Fall Away Event, the Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly create,
incur, assume or suffer to exist any Lien securing Indebtedness, Attributable
Debt or trade payables (other than Permitted Liens) on any asset now owned or
hereafter acquired, unless all payments due under this Indenture and the Notes
are secured on an equal and ratable basis with (or prior to) the obligations so
secured until such time as such obligations are no longer secured by a Lien.

         (b) After a Fall Away Event, the Company shall not, and shall not
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Lien (other than Fall Away Permitted Liens) upon (1) any Principal Property
of the Company or any Restricted Subsidiary, (2) any Equity Interest of a
Restricted Subsidiary or (3) any Indebtedness of a Restricted Subsidiary owed to
the Company or another Restricted Subsidiary, unless the Company secures the
outstanding Notes equally and ratably with (or prior to) all Indebtedness
secured by such Lien.

         (c) Notwithstanding anything to the contrary in this Section 4.12,
after a Fall Away Event, the Company and its Restricted Subsidiaries shall be
permitted to create or assume Liens without complying with Section 4.12(b)
above, provided that the aggregate amount of all Indebtedness of the Company and
its Restricted Subsidiaries that is secured by these Liens (other than (1)
Indebtedness secured solely by Fall Away Permitted Liens, (2) Indebtedness that
is secured equally and ratably with (or on a basis subordinated to) the Notes
and (3) the Notes) plus the aggregate amount of all Attributable Debt of the
Company and its Restricted Subsidiaries with respect to all Sale and Leaseback
Transactions outstanding at such time (other than Sale and Leaseback
Transactions permitted by Section 4.16(b) hereof), would not exceed 10.0% of the
Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries.

Section 4.13      Business Activities.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than a Permitted Business, except to such
extent as would not be material to the Company and its Restricted Subsidiaries
taken as a whole.

Section 4.14      Corporate Existence.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect:

                  (1)      its corporate existence, and the corporate,
         partnership or other existence of each of its Restricted Subsidiaries,
         in accordance with the respective organizational documents (as the same
         may be amended from time to time) of the Company or any such Restricted
         Subsidiary; and

                                       61



                  (2)      the rights (charter and statutory), licenses and
         franchises of the Company and its Restricted Subsidiaries; provided,
         however, that the Company shall not be required to preserve any such
         right, license or franchise, or the corporate, partnership or other
         existence of any of its Restricted Subsidiaries, if the Board of
         Directors shall determine that the preservation thereof is no longer
         desirable in the conduct of the business of the Company and its
         Restricted Subsidiaries, taken as a whole, and that the loss thereof is
         not adverse in any material respect to the Holders of the Notes.

Section 4.15      Offer to Repurchase Upon Change of Control.

         (a) Upon the occurrence of a Change of Control, unless the Company has
exercised its right to redeem the Notes as described in Section 3.07 hereof, the
Company will make an offer (a "Change of Control Offer") to each Holder to
repurchase all or any part (equal to $1,000 or an integral multiple of $1,000)
of each Holder's Notes at a repurchase price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and Special
Interest, if any, on the Notes repurchased to the date of purchase (the "Change
of Control Payment"). Within 30 days following any Change of Control, the
Company will mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and stating:

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

                  (2)      the purchase price and the purchase date, which shall
         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");

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

                  (4)      that, unless the Company defaults in the payment of
         the Change of Control Payment, all Notes accepted for payment pursuant
         to the Change of Control Offer will cease to accrue interest after the
         Change of Control Payment Date;

                  (5)      that Holders electing to have any Notes purchased
         pursuant to a Change of Control Offer will be required to surrender the
         Notes, with the form entitled "Option of Holder to Elect Purchase"
         attached to the Notes completed, to the Paying Agent at the address
         specified in the notice prior to the close of business on the third
         Business Day preceding the Change of Control Payment Date;

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

                  (7)      that Holders whose Notes are being purchased only in
         part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered, which unpurchased portion
         must be equal to $1,000 in principal amount or an integral multiple
         thereof.

         The Company will 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 Notes as a result of a Change in Control. To the extent that
the

                                       62



provisions of any securities laws or regulations conflict with the provisions of
Section 4.15 of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.15 by virtue of such conflict.

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

                  (1)      accept for payment all Notes or portions thereof
         properly tendered 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 Notes or portions of Notes
         properly tendered; and

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

         The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

         (c) Prior to a Fall Away Event, the provisions described above in this
Section 4.15 that require the Company to make a Change of Control Offer
following a Change of Control will be applicable whether or not any other
provisions of this Indenture are applicable.

         (d) Notwithstanding anything to the contrary in this Section 4.15, the
Company will 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
Section 4.15 and purchases all Notes validly tendered and not withdrawn under
the Change of Control Offer.

Section 4.16      Limitation on Sale and Leaseback Transactions.

         (a) Prior to a Fall Away Event, 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:

                  (1)      the Company or that Restricted Subsidiary, as
         applicable, could have (a) incurred Indebtedness in an amount equal to
         the Attributable Debt relating to such Sale and Leaseback Transaction
         under Section 4.09(a) hereof and (b) incurred a Lien to secure such
         Indebtedness pursuant to Section 4.12(a) hereof;

                  (2)      the gross cash proceeds of that Sale and Leaseback
         Transaction are at least equal to the fair market value, as determined
         in good faith by the Board of Directors and set forth in an Officers'
         Certificate delivered to the Trustee, of the property that is the
         subject of that Sale and Leaseback Transaction; and

                  (3)      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 4.10 hereof.

                                       63



         (b) After a Fall Away Event, the Company shall not, and shall not
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction involving any Principal Property, except for any Sale and Leaseback
Transaction involving a lease not exceeding three years, unless:

                  (1)      the Company or that Restricted Subsidiary, as
         applicable, would be entitled to incur Indebtedness secured by a Lien
         on that Principal Property without equally and ratably securing the
         Notes;

                  (2)      an amount equal to the Attributable Debt of the Sale
         and Leaseback Transaction is applied within 180 days to:

                           (A) the voluntary retirement of any of Indebtedness
                  of the Company or any Restricted Subsidiary maturing more than
                  one year after the date incurred, and which is senior to or
                  pari passu in right of payment with the Notes; or

                           (B) the purchase of other property that will
                  constitute Principal Property having a value at least equal to
                  the net proceeds of the sale; or

                  (3)      the Company or that Restricted Subsidiary, as
         applicable, delivers to the Trustee for cancellation Notes in an
         aggregate principal amount at least equal to the net proceeds of the
         sale.

         (c) Notwithstanding anything to the contrary in this Section 4.16,
after a Fall Away Event, the Company may enter into Sale and Leaseback
Transactions that would not otherwise be permitted under the limitations
described in Section 4.16(b) above, provided that the sum of the aggregate
amount of all Indebtedness of the Company and its Restricted Subsidiaries that
is secured by Liens on any properties or assets of the Company and any
Restricted Subsidiaries (other than (1) Indebtedness secured solely by Fall Away
Permitted Liens, (2) Indebtedness that is secured equally and ratably with (or
on a basis subordinated to) the Notes and (3) the Notes) and the aggregate
amount of all Attributable Debt of the Company and its Restricted Subsidiaries
with respect to all Sale and Leaseback Transactions outstanding at such time
(other than Sale and Leaseback Transactions permitted by Section 4.16(b) above),
would not exceed 10.0% of the Consolidated Net Tangible Assets of the Company
and its Restricted Subsidiaries.

Section 4.17      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 Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18      Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors of the Company 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 of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under
Section 4.07(a) hereof or Permitted Investments, as determined by the Company.
That designation will only be permitted if the Investment would be permitted at
that time and

                                       64



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 4.19      Changes in Covenants when Notes Rated Investment Grade

         If on any date following the date of this Indenture the Notes have an
Investment Grade Rating from both of the Rating Agencies and no Default or Event
of Default has occurred and is continuing (a "Fall Away Event"), then, beginning
on that day and continuing at all times thereafter regardless of any subsequent
changes in the rating of the Notes, Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11,
4.12(a), 4.13, 4.15, 4.16(a), 4.17 and Section 5.01(a)(4) hereof shall no longer
be applicable to the Notes.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation, or Sale of Assets.

(a) The Company shall not, directly or indirectly: (i) consolidate or merge with
or into another Person (whether or not the Company is the surviving
corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or 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 either (i) a corporation
                  organized or existing under the laws of the United States, any
                  state of the United States or the District of Columbia or (ii)
                  a partnership or limited liability company organized or
                  existing under the laws of the United States, any state of the
                  United States or the District of Columbia that has at least
                  one Restricted Subsidiary that is a corporation organized or
                  existing under the laws of the United States, any state of the
                  United States or the District of Columbia, which corporation
                  becomes a co-issuer of the Notes pursuant to a supplemental
                  indenture duly and validly executed by the Trustee;

                  (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
         shall have been made assumes all the obligations of the Company under
         the Notes, this Indenture and the Registration Rights Agreement
         pursuant to agreements reasonably satisfactory to the Trustee;

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

                  (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 would, on the date of such transaction after giving pro forma
         effect thereto and to 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 Section 4.09(a) hereof.

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         (b) Notwithstanding Section 5.01(a)(4) hereof, if (1) any Restricted
Subsidiary consolidates with, merges into or transfers all or part of its
properties and assets to the Company or to any other Restricted Subsidiary of
the Company, or (2) the Company merges with an Affiliate incorporated in the
United States primarily for the purpose of reincorporating the Company in
another jurisdiction, then no violation of this Section 5.01 shall be deemed to
have occurred, as long as the requirements of clauses (1), (2) and (3) of
Section 5.01(a) are satisfied.

         (c) The Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. Except for Section 5.01(a)(1)(B) hereof, this
Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and its Restricted
Subsidiaries or to a Permitted Spin-Off Transaction or to any sale, assignment,
transfer, conveyance or other disposition of assets between or among the Company
and any of its Subsidiaries required in connection with a Permitted Spin-Off
Transaction

Section 5.02      Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

         (a) Each of the following is an "Event of Default":

                  (1)      the Company defaults for 30 days in the payment when
         due of interest on, or Special Interest with respect to, the Notes;

                  (2)      the Company defaults in the payment when due (at
         maturity, upon redemption or otherwise) of the principal of, or
         premium, if any, on the Notes;

                  (3)      the Company or any of its Restricted Subsidiaries
         fails to comply with the provisions of Section 4.15 or 5.01 hereof;

                  (4)      the Company or any of its Restricted Subsidiaries
         fails to observe or perform any other covenant, representation,
         warranty or other agreement in this Indenture 60 days after notice to
         the Company by the Trustee or the Holders of at least 25% in aggregate
         principal amount of the Notes then outstanding voting as a single
         class;

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                  (5)      a default occurs 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 Significant Subsidiaries (or the payment of which is
         guaranteed by the Company or any of its Significant Subsidiaries),
         whether such Indebtedness or guarantee now exists, or is created after
         the date of this Indenture, if that default:

                           (A) 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

                           (B) results in the acceleration of such Indebtedness
                  prior to its express maturity,

                  and, 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
                  $100.0 million or more and has not been discharged in full or
                  such acceleration rescinded or annulled within 20 days of such
                  Payment Default or acceleration;

                  (6)      failure by the Company or any of its Significant
         Subsidiaries to pay final, non-appealable judgments aggregating in
         excess of $100.0 million, which judgments are not paid, discharged or
         stayed for a period of 60 days;

                  (7)      except as permitted by this Indenture, the Subsidiary
         Guarantees shall be held in any judicial proceeding to be unenforceable
         or invalid or shall cease for any reason to be in full force and effect
         or a Guarantor, or any Person acting on behalf of such Guarantor, shall
         deny or disaffirm its obligations under its Subsidiary Guarantee;

                  (8)      the Company or any of its Significant Subsidiaries or
         any group of Restricted Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary pursuant to or within the meaning
         of Bankruptcy Law:

                           (A) commences a voluntary case,

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

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

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

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

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

                           (A) is for relief against the Company or any of its
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary in an involuntary case;

                           (B) appoints a custodian of the Company or any of its
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant

                                       67



                  Subsidiary or for all or substantially all of the property of
                  the Company or any of its Significant Subsidiaries or any
                  group of Restricted Subsidiaries that, taken as a whole, would
                  constitute a Significant Subsidiary; or

                           (C) orders the liquidation of the Company or any of
                  its Significant Subsidiaries or any group of Restricted
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary;

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

         (b) Upon becoming aware of any Default or Event of Default, the Company
is required to deliver to the Trustee a statement specifying such Default or
Event of Default.

Section 6.02      Acceleration.

         In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01(a) hereof, with respect to the Company or any of its Significant
Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes will become due
and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately.

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all 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, Special Interest or premium that has
become due solely because of the acceleration) have been cured or waived.

Section 6.03      Other Remedies.

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

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04      Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the 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 and Special Interest, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been

                                       68



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 6.05      Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06      Limitation on Suits.

         A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

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

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

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

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

                  (5)      during such 60-day period the Holders of a majority
         in principal amount of the then outstanding Notes do not give the
         Trustee a direction inconsistent with the request.

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

Section 6.07      Rights of Holders of Notes to Receive Payment.

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

Section 6.08      Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a)(1) or (2) occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Special Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09      Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10      Priorities.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

                  First:      to the Trustee, its agents and attorneys for
         amounts due under Section 7.07 hereof, including payment of all
         compensation, expense and liabilities incurred, and all advances made,
         by the Trustee and the costs and expenses of collection;

                  Second:     to Holders of Notes for amounts due and unpaid on
         the Notes for principal, premium and Special Interest, if any, and
         interest, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Notes for principal,
         premium and Special Interest, if any and interest, respectively; and

                  Third:      to the Company or to such party as a court of
         competent jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder of a Note

                                       70



pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01      Duties of Trustee.

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

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

                  (1)      the duties of the Trustee will be determined solely
         by the express provisions of this Indenture and the Trustee need
         perform only those duties that are specifically set forth in this
         Indenture and no others, and no implied covenants or obligations shall
         be read into this Indenture against the Trustee; and

                  (2)      in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, with respect to certificates or opinions
         specifically required to be furnished to it hereunder, the Trustee will
         examine the certificates and opinions to determine whether or not they
         conform to the requirements of this Indenture.

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

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

                  (2)      the Trustee will not be liable for any error of
         judgment made in good faith by a Responsible Officer, unless it is
         proved that the Trustee was negligent in ascertaining the pertinent
         facts; and

                  (3)      the Trustee will not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

         (e) No provision of this Indenture will require the Trustee to expend
or risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

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

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Section 7.02      Rights of Trustee.

         (a) The Trustee may conclusively rely upon any document (whether in
original or facsimile form) believed by it to be genuine and to have been signed
or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel will be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

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

         (d) The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company will be sufficient if
signed by an Officer of the Company.

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

         (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture.

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

Section 7.03      Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04      Trustee's Disclaimer.

         The Trustee will not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent

                                       72



other than the Trustee, and it will not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than its
certificate of authentication.

Section 7.05      Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or Special
Interest, if any, or interest on any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06      Reports by Trustee to Holders of the Notes.

         (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA Section 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA Section 313(c).

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

Section 7.07      Compensation and Indemnity.

         (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         (b) The Company and the Guarantors, jointly and severally, will
indemnify each of the Trustee and any predecessor Trustee against any and all
losses, claims, damages, liabilities or expenses incurred by it arising out of
or in connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, a Guarantor or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense is determined to have been caused by its own
negligence or willful misconduct. The Trustee will notify the Company promptly
of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company will not relieve the Company or the Guarantors of their
obligations hereunder. The Company or a Guarantor will defend the claim and the
Trustee will cooperate in the defense. The Trustee may have separate counsel and
the Company will pay the reasonable fees and expenses of such counsel. Neither
the Company nor any Guarantor need pay for any settlement made without its
consent, which consent will not be unreasonably withheld.

                                       73



         (c) The obligations of the Company and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture.

         (d) To secure the Company's payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the satisfaction and
discharge of this Indenture.

         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

Section 7.08      Replacement of Trustee.

         (a) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

         (b) The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

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

                  (2)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

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

                  (4)      the Trustee becomes incapable of acting.

         (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         (d) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
or the Holders of at least 10% in principal amount of the then outstanding Notes
may petition at the expense of the Company any court of competent jurisdiction
for the appointment of a successor Trustee.

         (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this

                                       74



Indenture. The successor Trustee will mail a notice of its succession to
Holders. The retiring Trustee will promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09      Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act will be the successor Trustee.

Section 7.10      Eligibility; Disqualification.

         There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

         This Indenture will always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11      Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      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 8.02 or 8.03 hereof be applied to all outstanding Notes and the
Subsidiary Guarantee upon compliance with the conditions set forth below in this
Article 8.

Section 8.02      Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have been discharged from their obligations with respect to all outstanding
Notes (including the Subsidiary Guarantee) on the date the conditions set forth
below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company and the Guarantors will be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes
(including the Subsidiary Guarantee), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Subsidiary Guarantee
and this Indenture (and the Trustee, on demand of and at the expense of the

                                       75



Company, shall execute proper instruments acknowledging the same), except for
the following provisions which will survive until otherwise terminated or
discharged hereunder:

                  (1)      the rights of Holders of outstanding Notes to receive
         payments in respect of the principal of, or interest or premium and
         Special Interest, if any, on such Notes when such payments are due from
         the trust referred to in Section 8.04 hereof;

                  (2)      the Company's obligations with respect to the Notes
         concerning issuing temporary Notes, registration of Notes, mutilated,
         destroyed, lost or stolen Notes and the maintenance of an office or
         agency for payment and money for security payments held in trust;

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

                  (4)      this Section 8.02.

         Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03      Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each Guarantor will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 3.09,
4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof and
clause (4) of Section 5.01(a) hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Subsidiary
Guarantee, the Company and the Guarantors may omit to comply with and will 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 will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Subsidiary Guarantee will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3) through
6.01(a)(7) hereof will not constitute Events of Default.

Section 8.04      Conditions to Legal or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

                  (1)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders, cash in United
         States dollars, non-callable Government Securities, or a combination
         thereof, in such amounts as will be sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of, premium and Special

                                       76



         Interest, if any, and interest on the outstanding Notes on the stated
         date for payment thereof or on the applicable redemption date, as the
         case may be, and the Company must specify whether the Notes are being
         defeased to maturity or to a particular redemption date;

                  (2)      in the case of an election under Section 8.02 hereof,
         the Company has delivered to the Trustee an Opinion of Counsel in the
         United States reasonably acceptable to the Trustee confirming that:

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

                           (B) since the date of this Indenture, there has been
                  a change in the applicable 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 Notes will not recognize income, gain or loss for
                  federal income tax purposes as a result of such Legal
                  Defeasance and will 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;

                  (3)      in the case of an election under Section 8.03 hereof,
         the Company must deliver to the Trustee an Opinion of Counsel in the
         United States reasonably acceptable to the Trustee confirming that the
         Holders of the outstanding Notes will not recognize income, gain or
         loss for federal income tax purposes as a result of such Covenant
         Defeasance and will 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;

                  (4)      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);

                  (5)      such Legal Defeasance or Covenant Defeasance will not
         result in a breach or violation of, or constitute a default under, any
         material agreement or instrument (other than this Indenture) 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;

                  (6)      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 Notes being defeased over the
         other creditors of the Company with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company or others;
         and

                  (7)      the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for or relating to the Legal Defeasance or the
         Covenant Defeasance have been complied with.

Section 8.05      Deposited Money and Government Securities to be Held in Trust;
                  Other Miscellaneous Provisions.

         Subject to Section 8.06 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 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be

                                       77



held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium and Special Interest, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

         The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 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 Notes.

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will 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 8.04 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
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06      Repayment to 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, premium or Special
Interest, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Special Interest, 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) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for 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, will
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 and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07      Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 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 and each Guarantor's obligations under this
Indenture and the Notes and the Subsidiary Guarantee will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium or Special Interest, if any, or interest on any Note following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

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                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantee or the Notes without the consent of any Holder of a Note:

                  (1)      to cure any ambiguity, defect, omission or
         inconsistency;

                  (2)      to provide for uncertificated Notes in addition to or
         in place of certificated Notes or to alter the provisions of Article 2
         hereof (including the related definitions) in a manner that does not
         materially adversely affect any Holder;

                  (3)      to provide for the assumption of the Company's
         obligations to the Holders of the Notes by a successor to the Company
         pursuant to Article 5 hereof;

                  (4)      to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect the legal rights under this Indenture of any Holder of
         the Notes;

                  (5)      to comply with requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the TIA;
         or

                  (6)      to provide for the issuance of Additional Notes in
         accordance with the limitations set forth in this Indenture as of the
         date hereof.

         Upon the 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
7.02 hereof, the Trustee will join with the Company and the Guarantors 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 contained, but the Trustee will 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 9.02      With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including,
without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Special Interest, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes, including Additional Notes, if any, voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes.) Section 2.08 hereof shall determine which Notes
are considered to be "outstanding" for purposes of this Section 9.02.

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         Upon the 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 Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee will
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 will not be obligated to, enter into such
amended or supplemental Indenture.

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

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of 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, will not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the 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 Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

                  (1)      reduce the principal amount of Notes whose Holders
         must consent to an amendment, supplement or waiver;

                  (2)      reduce the principal of or change the fixed maturity
         of any Note or alter or waive any of the provisions with respect to the
         redemption of the Notes except as provided above with respect to
         Sections 3.09, 4.10 and 4.15 hereof;

                  (3)      reduce the rate of or change the time for payment of
         interest, including default interest, on any Note;

                  (4)      waive a Default or Event of Default in the payment of
         principal of or premium or Special Interest, if any, or interest on the
         Notes (except a rescission of acceleration of the Notes by the Holders
         of at least a majority in aggregate principal amount of the then
         outstanding Notes and a waiver of the payment default that resulted
         from such acceleration);

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

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

                  (7)      waive a redemption payment with respect to any Note
         (other than a payment required under Section 4.10 or 4.15 hereof);

                  (8)      release a Guarantor from any of its obligations under
         its Subsidiary Guarantee or this Indenture, except in accordance with
         the terms of this Indenture; or

                                       80



                  (9)      make any change in Section 6.04 or 6.07 hereof or in
         the foregoing amendment and waiver provisions in this Section 9.02.

Section 9.03      Compliance with Trust Indenture Act.

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

Section 9.04      Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its 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.

Section 9.05      Notation on or Exchange of Notes.

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

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

Section 9.06      Trustee to Sign Amendments, etc.

         The Trustee will 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. 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
will be provided with and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.

                                  ARTICLE 10.
                              SUBSIDIARY GUARANTEE

Section 10.01.    Subsidiary Guarantee.

         (a) Subject to this Article 10, each Guarantor hereby unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the
Company hereunder or thereunder, that:

                  (1)      the principal of, premium and Special Interest, if
         any, and interest on the Notes will be promptly paid in full when due,
         whether at maturity, by acceleration, redemption or

                                       81



         otherwise, and interest on the overdue principal of and interest on the
         Notes, if any, if lawful, and all other obligations of the Company to
         the Holders or the Trustee hereunder or thereunder will be promptly
         paid in full or performed, all in accordance with the terms hereof and
         thereof; and

                  (2)      in case of any extension of time of payment or
         renewal of any Notes or any of such other obligations, that same will
         be promptly paid in full when due or performed in accordance with the
         terms of the extension or renewal, whether at stated maturity, by
         acceleration or otherwise.

         Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, each Guarantor will be obligated to pay the
same immediately. Each Guarantor agrees that this is a guarantee of payment and
not a guarantee of collection.

         (b) Each Guarantor hereby agrees that its obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.

         (c) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, a Guarantor or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or such
Guarantor, any amount paid by either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated
in full force and effect.

         (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between such Guarantor, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) will forthwith become due and
payable by such Guarantor for the purpose of this Subsidiary Guarantee.

Section 10.02.    Limitation on Guarantor Liability.

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

                                       82



Section 10.03.    Execution and Delivery of Subsidiary Guarantee.

         To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof,
each Guarantor hereby agrees that a Subsidiary Guarantee substantially in the
form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor and that this Indenture will be executed on behalf of such Guarantor
by one of its Officers.

         Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 10.01 will remain in full force and effect notwithstanding any failure
to endorse such Subsidiary Guarantee.

         If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time a Subsidiary Guarantee is
endorsed, the Subsidiary Guarantee will be valid nevertheless.

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

Section 10.04.    Guarantor May Consolidate, etc., on Certain Terms.

         (a) Except as otherwise provided in Section 10.05 hereof, neither of
the Guarantors shall sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into, any Person that is
(either before or after giving effect to such transaction) an Affiliate of the
Company, unless that Affiliate unconditionally assumes all of the obligations of
each Guarantor pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Trustee, under the Notes, this Indenture, the
Subsidiary Guarantee and the Registration Rights Agreement on the terms set
forth herein or therein.


         (b) Except as otherwise provided in Section 10.05 hereof, neither of
the Guarantors shall sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into, any Person that is
not an Affiliate of the Company (whether or not such Guarantor is the surviving
Person) other than the Company unless:

                  (1)      immediately after giving effect to such transaction,
         no Default or Event of Default exists; and

                  (2)      the Net Proceeds of such sale or other disposition
         are applied in accordance with the applicable provisions of this
         Indenture, including without limitation, Section 4.10 hereof.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Affiliate, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by each Guarantor,
such successor Affiliate will succeed to and be substituted for such Guarantor
with the same effect as if it had been named herein as a Guarantor. Such
successor Affiliate thereupon may cause to be signed the Subsidiary Guarantee of
the Notes issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee. The Subsidiary Guarantee so issued will in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantee theretofore and thereafter issued in accordance with the
terms of this Indenture as though the Subsidiary Guarantee had been issued at
the date of the execution hereof.

         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
Section 10.04(b)(2), nothing contained in this Indenture or in any of the Notes
will prevent any consolidation or merger of a Guarantor

                                       83



with or into the Company, or will prevent any sale or conveyance of the property
of a Guarantor as an entirety or substantially as an entirety to the Company.

Section 10.05.    Releases.

         (a) Notwithstanding the provisions of Section 10.04 hereof, a Guarantor
will be released and relieved of any obligations under its Subsidiary Guarantee:

                  (1)      upon the sale or other disposition of all or
         substantially all of the assets of such Guarantor (including by way of
         merger or consolidation) to a Person that is not (either before or
         after giving effect to such transaction) the Company or an Affiliate of
         the Company, if the sale or other disposition complies with Sections
         3.09 and 4.10 hereof;

                  (2)      upon the sale of all of the Capital Stock of such
         Guarantor to a Person that is not (either before or after giving effect
         to such transaction) an Affiliate of the Company, if the sale complies
         with Sections 3.09 and 4.10 hereof;

                  (3)      upon the legal defeasance of the Notes as described
         in Article 8 hereof;

                  (4)      upon (i) the merger of such Guarantor into the
         Company; (ii) the dissolution of such Guarantor into the Company; or
         (iii) the transfer of all or substantially all of the assets of the
         Guarantor to the Company;

                  (5)      upon a Permitted Spin-Off Transaction if such
         Guarantor is no longer a Subsidiary after consummation of the Permitted
         Spin-Off Transaction; or

                  (6)      upon the occurrence of a Fall Away Event.

         (b) Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that one of the events
described in Section 10.05(a) has occurred in accordance with the provisions of
this Indenture, the Trustee will execute any documents reasonably required in
order to evidence the release of a Guarantor from its obligations under its
Subsidiary Guarantee.

                                  ARTICLE 11.
                           satisfaction and discharge

Section 11.01     Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

                  (1)      either:

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

                  (b) all Notes that have not been delivered to the Trustee for
         cancellation have become due and payable by reason of the making of a
         notice of redemption or otherwise or will become due and payable within
         one year and the Company or the Guarantors have irrevocably

                                       84



         deposited or caused to be deposited with the Trustee as trust funds in
         trust solely for the benefit of the Holders, cash in U.S. dollars,
         non-callable Government Securities, or a combination thereof, in such
         amounts as will be sufficient without consideration of any reinvestment
         of interest, to pay and discharge the entire indebtedness on the Notes
         not delivered to the Trustee for cancellation for principal, premium
         and Special Interest, if any, and accrued interest to the date of
         maturity or redemption;

                  (2)      no Default or Event of Default has occurred and is
         continuing on the date of such deposit or will occur as a result of
         such deposit and such deposit will not result in a breach or violation
         of, or constitute a default under, any other instrument to which the
         Company or a Guarantor is a party or by which the Company or a
         Guarantor is bound;

                  (3)      the Company or a Guarantor has paid or caused to be
         paid all sums payable by it under this Indenture; and

                  (4)      the Company has delivered irrevocable instructions to
         the Trustee under this Indenture to apply the deposited money toward
         the payment of the Notes at maturity or the redemption date, as the
         case may be.

         In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 11.02 and Section 8.06 will
survive. In addition, nothing in this Section 11.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 11.02     Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                       85



                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01     Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties will control.

Section 12.02     Notices.

         Any notice or communication by the Company, the Guarantors or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

         If to the Company and/or either of the Guarantors:

         Georgia-Pacific Corporation
         133 Peachtree Street, N.E.
         Atlanta, Georgia 30348
         Telecopier No.: (404) 230-1611
         Attention: Corporate Secretary

         With a copy to:

         King & Spalding LLP
         191 Peachtree Street, N.E.
         Atlanta, Georgia 30303
         Telecopier No.: (404) 572-5100
         Attention: William R. Spalding

         If to the Trustee:

         The Bank of New York
         101 Barclay Street, Floor 8W
         New York, New York 10286
         Telecopier No.: (212) 815-5707
         Attention: Corporate Trust Administration

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

         All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed

                                       86



to any Person described in TIA Section 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it
will not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time.

Section 12.03     Communication by Holders of Notes with Other Holders of Notes.

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

Section 12.04     Certificate and Opinion as to Conditions Precedent.

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

                  (1)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which must include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Indenture relating to the proposed action have
         been satisfied; and

                  (2)      an Opinion of Counsel in form and substance
         reasonably satisfactory to the Trustee (which must include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of such counsel, all such conditions precedent and covenants
         have been satisfied.

Section 12.05     Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must include:

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

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

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

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

Section 12.06     Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

                                       87



Section 12.07     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or a Guarantor, as such, will have any liability for
any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Subsidiary Guarantee, or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.

Section 12.08     Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09     No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10     Successors.

         All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of a Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05.

Section 12.11     Severability.

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

Section 12.12     Counterpart Originals.

         The parties may sign any number of copies of this Indenture. Each
signed copy will be an original, but all of them together represent the same
agreement.

Section 12.13     Table of Contents, Headings, etc.

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

                         [Signatures on following page]

                                       88



                                  SIGNATURES

Dated as of June 3, 2003
                                   GEORGIA-PACIFIC CORPORATION

                                   By: /s/ James F. Kelley
                                       -----------------------------
                                       Name: James F. Kelley
                                       Title: Executive Vice President and
                                                 General Counsel

                                   GUARANTOR:
                                   FORT JAMES CORPORATION

                                   By: /s/ James F. Kelley
                                       -----------------------------
                                       Name: James F. Kelley
                                       Title: Executive Vice President and
                                                 General Counsel

                                   GUARANTOR:
                                   FORT JAMES OPERATING COMPANY

                                   By: /s/ James F. Kelley
                                       -----------------------------
                                       Name: James F. Kelley
                                       Title: Executive Vice President and
                                                 General Counsel

Attest:

/s/ Joanna B. Apolinsky
-------------------------
Name: Joanna B. Apolinsky
Title: Assistant Secretary

                                   THE BANK OF NEW YORK

                                   By: /s/
                                       ----------------------
                                       Name:
                                       Title:

                                       89




                                                                       EXHIBIT A

                                 [Face of Note]
                                                         CUSIP/CINS ____________

                            7 3/8% Senior Notes due 2008

No. ___                                                            $ ___________

                           GEORGIA-PACIFIC CORPORATION

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on July 15, 2008.

Interest Payment Dates: January 15 and July 15

Record Dates: January 1 and July 1

Dated: _______________, 200_

                                             GEORGIA-PACIFIC CORPORATION

                                             By: _______________________________
                                                 Name:
                                                 Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee

By: ________________________________
         Authorized Signatory

                                      A-1



                                 [Back of Note]
                            7 3/8% Senior Notes due 2008

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

         Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                  (1)      INTEREST. Georgia-Pacific Corporation, a Georgia
         corporation (the "Company"), promises to pay interest on the principal
         amount of this Note at 7 3/8% per annum from June 3, 2003 until
         maturity and shall pay the Special Interest, if any, payable pursuant
         to the Registration Rights Agreement referred to below. The Company
         will pay interest and Special Interest, if any, semi-annually in
         arrears on January 15 and July 15 of each year, or if any such day is
         not a Business Day, on the next succeeding Business Day (each, an
         "Interest Payment Date"). Interest on the Notes will accrue from the
         most recent date to which interest has been paid or, if no interest has
         been paid, from the date of issuance; provided that if there is no
         existing Default in the payment of interest, and if this Note is
         authenticated between a record date referred to on the face hereof and
         the next succeeding Interest Payment Date, interest shall accrue from
         such next succeeding Interest Payment Date; provided, further, that the
         first Interest Payment Date shall be January 15, 2004. The Company will
         pay interest (including post-petition interest in any proceeding under
         any Bankruptcy Law) on overdue principal and premium, if any, from time
         to time on demand at a rate that is 1% per annum in excess of the rate
         then in effect; it will pay interest (including post-petition interest
         in any proceeding under any Bankruptcy Law) on overdue installments of
         interest and Special Interest, if any, (without regard to any
         applicable grace periods) from time to time on demand at the same rate
         to the extent lawful. Interest will be computed on the basis of a
         360-day year of twelve 30-day months.

                  (2)      METHOD OF PAYMENT. The Company will pay interest on
         the Notes (except defaulted interest) and Special Interest, if any, to
         the Persons who are registered Holders of Notes at the close of
         business on the January 1 or July 1 next preceding the Interest Payment
         Date, even if such Notes are canceled after such record date and on or
         before such Interest Payment Date, except as provided in Section 2.12
         of the Indenture with respect to defaulted interest. The Notes will be
         payable as to principal, premium and Special Interest, if any, and
         interest at the office or agency of the Company maintained for such
         purpose within or without the City and State of New York, or, at the
         option of the Company, payment of interest and Special Interest, if
         any, may be made by check mailed to the Holders at their addresses set
         forth in the register of Holders; provided that payment by wire
         transfer of immediately available funds will be required with respect
         to principal of and interest, premium and Special Interest, if any, on,
         all Global Notes and all other Notes the Holders of which will have
         provided wire transfer instructions to the Company or the Paying Agent.
         Such payment will be in such coin or currency of the United States of
         America as at the time of payment is legal tender for payment of public
         and private debts.

                  (3)      PAYING AGENT AND REGISTRAR. Initially, The Bank of
         New York, the Trustee under the Indenture, will act as Paying Agent and
         Registrar. The Company may change any Paying Agent or Registrar without
         notice to any Holder. The Company or any of its Subsidiaries may act in
         any such capacity.

                                      A-2



                  (4)      INDENTURE. The Company issued the Notes under an
         Indenture dated as of June 3, 2003 (the "Indenture") among the Company,
         each Guarantor and the Trustee. The terms of the Notes include those
         stated in the Indenture and those made part of the Indenture by
         reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
         Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
         Holders are referred to the Indenture and such Act for a statement of
         such terms. To the extent any provision of this Note conflicts with the
         express provisions of the Indenture, the provisions of the Indenture
         shall govern and be controlling. The Notes are unsecured obligations of
         the Company.

                  (5)      OPTIONAL REDEMPTION.

                           (a) Except as set forth in subparagraphs (b) and (c)
         of this Paragraph 5, the Company will not have the option to redeem the
         Notes.

                           (b) Notwithstanding the provisions of subparagraph
         (a) of this Paragraph 5, at any time prior to July 15, 2006, the
         Company may at its option on any one or more occasions redeem up to 35%
         of the aggregate principal amount of Notes issued under the Indenture
         with the net cash proceeds of one or more Equity Offerings at a
         redemption price equal to 107 3/8% of the principal amount, plus
         accrued and unpaid interest and Special Interest, if any, to the
         redemption date; provided that at least 65% in aggregate principal
         amount of the Notes originally issued under the Indenture remains
         outstanding immediately after the occurrence of such redemption
         (excluding Notes held by the Company and its Subsidiaries); and such
         redemption occurs within 120 days of the date of the closing of such
         Equity Offering.

                           (c) Notwithstanding the provisions of subparagraph
         (a) of this Paragraph 5, at any time, the Company may at its option
         redeem all or part of the Notes upon not less than 30 nor more than 60
         days' prior notice at a redemption price equal to the greater of (1)
         100% of the principal amount of the Notes being redeemed and (2) as
         determined by the Quotation Agent, the sum of the present values of
         100% of the principal amount of the Notes being redeemed, plus all
         scheduled payments of interest on such Notes to and including July 15,
         2008 (but not including accrued and unpaid interest to the redemption
         date), in each case discounted to the redemption date on a semi-annual
         basis (assuming a 360-day year consisting of twelve 30-day months) at
         the Adjusted Treasury Rate plus 50 basis points, together in each case
         with accrued and unpaid interest and Special Interest, if any, to the
         applicable redemption date.

                  (6)      MANDATORY REDEMPTION.

         The Company will not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

                  (7)      REPURCHASE AT OPTION OF HOLDER.

                           (a) Upon the occurrence of a Change of Control,
         unless the Company has exercised its right to redeem the Notes as
         described in Section 3.07 of the Indenture, the Company will be
         required to make an offer (a "Change of Control Offer") to repurchase
         all or any part (equal to $1,000 or an integral multiple thereof) of
         each Holder's Notes at a repurchase price in cash equal to 101% of the
         aggregate principal amount thereof plus accrued and unpaid interest and
         Special Interest thereon, if any, to the date of purchase (the "Change
         of Control Payment"). Within 30 days following any Change of Control,
         the Company will mail a notice to each Holder setting forth the
         procedures governing the Change of Control Offer as required by the
         Indenture.

                                      A-3



                           (b) If the Company or any Restricted Subsidiary
         consummates any Asset Sales, within 30 days of each date on which the
         aggregate amount of Excess Proceeds exceeds $50.0 million, the Company
         will commence an offer to all Holders of Notes, and at the Company's
         option, to all holders of other Indebtedness that is pari passu with
         the Notes (including, without limitation, the 2014 Notes) (an "Asset
         Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
         maximum principal amount of Notes and other pari passu Indebtedness
         that may be purchased out of the Excess Proceeds at an offer price in
         cash in an amount equal to 100% of the principal amount thereof plus
         accrued and unpaid interest and Special Interest thereon, if any, to
         the date fixed for the closing of such offer in accordance with the
         procedures set forth in the Indenture. To the extent that the aggregate
         amount of Notes and other pari passu Indebtedness tendered pursuant to
         an Asset Sale Offer is less than the Excess Proceeds, the Company (or
         such Restricted Subsidiary) may use such deficiency for any purpose not
         otherwise prohibited by the Indenture. If the aggregate principal
         amount of Notes and other pari passu Indebtedness surrendered by
         holders thereof exceeds the amount of Excess Proceeds, the Trustee
         shall select the Notes and other pari passu Indebtedness to be
         purchased on a pro rata basis. Holders of Notes that are the subject of
         an offer to purchase will receive an Asset Sale Offer from the Company
         prior to any related purchase date and may elect to have such Notes
         purchased by completing the form entitled "Option of Holder to Elect
         Purchase" attached to this Note.

                  (8)      NOTICE OF REDEMPTION. Notice of redemption will be
         mailed at least 30 days but not more than 60 days before the redemption
         date to each Holder whose Notes are to be redeemed at its registered
         address. Notes in denominations larger than $1,000 may be redeemed in
         part but only in whole multiples of $1,000, unless all of the Notes
         held by a Holder are to be redeemed. On and after the redemption date
         interest ceases to accrue on Notes or portions thereof called for
         redemption.

                  (9)      DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
         registered form without coupons in denominations of $1,000 and integral
         multiples of $1,000. The transfer of Notes may be registered and Notes
         may be exchanged as provided in the Indenture. The Registrar and the
         Trustee may require a Holder, among other things, to furnish
         appropriate endorsements and transfer documents and the Company may
         require a Holder to pay any taxes and fees required by law or permitted
         by the Indenture. The Company need not exchange or register the
         transfer of any Note or portion of a Note selected for redemption,
         except for the unredeemed portion of any Note being redeemed in part.
         Also, the Company need not exchange or register the transfer of any
         Notes for a period of 15 days before a selection of Notes to be
         redeemed or during the period between a record date and the
         corresponding Interest Payment Date.

                  (10)     PERSONS DEEMED OWNERS. The registered Holder of a
         Note may be treated as its owner for all purposes.

                  (11)     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
         exceptions, the Indenture or the Notes may be amended or supplemented
         with the consent of the Holders of at least a majority in principal
         amount of the then outstanding Notes and Additional Notes, if any,
         voting as a single class, and any existing default or compliance with
         any provision of the Indenture or the Notes may be waived with the
         consent of the Holders of a majority in principal amount of the then
         outstanding Notes and Additional Notes, if any, voting as a single
         class. Without the consent of any Holder of a Note, the Indenture, the
         Subsidiary Guarantee or the Notes may be amended or supplemented to
         cure any ambiguity, defect, omission or inconsistency, to provide for
         uncertificated Notes in addition to or in place of certificated Notes,
         to provide for the assumption of the Company's obligations to Holders
         of the Notes in case of a

                                      A-4



         merger or consolidation or sale of all or substantially all of the
         Company's assets, to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect the legal rights under the Indenture of any such
         Holder, to comply with the requirements of the SEC in order to effect
         or maintain the qualification of the Indenture under the Trust
         Indenture Act or to provide for the Issuance of Additional Notes in
         accordance with the limitations set forth in the Indenture.

                  (12)     DEFAULTS AND REMEDIES. Events of Default include: (i)
         default for 30 days in the payment when due of interest or Special
         Interest on the Notes; (ii) default in payment when due of principal of
         or premium, if any, on the Notes when the same becomes due and payable
         at maturity, upon redemption (including in connection with an offer to
         purchase) or otherwise, (iii) failure by the Company or any of its
         Restricted Subsidiaries to comply with Section 4.15 or 5.01 of the
         Indenture; (iv) failure by the Company or any of its Restricted
         Subsidiaries for 60 days after notice to the Company by the Trustee or
         the Holders of at least 25% in aggregate principal amount of the Notes
         then outstanding voting as a single class to observe or perform any
         covenant, representation, warranty or other agreement in the Indenture;
         (v) a default occurs 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
         Significant Subsidiaries (or the payment of which is guaranteed by the
         Company or any of its Significant Subsidiaries), whether such
         Indebtedness or guarantee now exists, or is created after the date of
         the Indenture, if that default (a) 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 (b)
         results in the acceleration of such Indebtedness prior to its express
         maturity, and, 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 $100.0 million or
         more and has not been discharged in full or such acceleration rescinded
         or annulled within 20 days of such Payment Default or acceleration;
         (vi) certain final judgments for the payment of money that remain
         undischarged for a period of 60 days; (vii) certain events of
         bankruptcy or insolvency with respect to the Company or any of its
         Significant Subsidiaries; and (viii) except as permitted by the
         Indenture, the Subsidiary Guarantee shall be held in any judicial
         proceeding to be unenforceable or invalid or shall cease for any reason
         to be in full force and effect or a Guarantor or any Person acting on
         its behalf shall deny or disaffirm its obligations under such
         Guarantor's Subsidiary Guarantee. If any Event of Default occurs and is
         continuing, the Trustee or the Holders of at least 25% in principal
         amount of the then outstanding Notes may declare all the Notes to be
         due and payable. Notwithstanding the foregoing, in the case of an Event
         of Default arising from certain events of bankruptcy or insolvency, all
         outstanding Notes will become due and payable without further action or
         notice. Holders may not enforce the Indenture or the Notes except as
         provided in the Indenture. Subject to certain limitations, Holders of a
         majority in principal amount of the then outstanding Notes may direct
         the Trustee in its exercise of any trust or power. The Trustee may
         withhold from Holders of the Notes notice of any continuing Default or
         Event of Default (except a Default or Event of Default relating to the
         payment of principal or interest) if it determines that withholding
         notice is in their interest. The Holders of a majority in aggregate
         principal amount of the Notes then outstanding by notice to the Trustee
         may on behalf of the Holders of all of the Notes waive any existing
         Default or Event of Default and its consequences under the Indenture
         except a continuing Default or Event of Default in the payment of
         interest or premium and Special Interest on, or the principal of, the
         Notes. The Company is required to deliver to the Trustee annually a
         statement regarding compliance with the Indenture, and the Company is
         required upon becoming aware of any Default or Event of Default, to
         deliver to the Trustee a statement specifying such Default or Event of
         Default.

                                      A-5



                  (13)     TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
         individual or any other capacity, may make loans to, accept deposits
         from, and perform services for the Company or its Affiliates, and may
         otherwise deal with the Company or its Affiliates, as if it were not
         the Trustee.

                  (14)     NO RECOURSE AGAINST OTHERS. A director, officer,
         employee, incorporator or stockholder, of the Company or a Guarantor,
         as such, will not have any liability for any obligations of the Company
         or the Guarantors under the Notes, the Subsidiary Guarantee or the
         Indenture or for any claim based on, in respect of, or by reason of,
         such obligations or their creation. Each Holder by accepting a Note
         waives and releases all such liability. The waiver and release are part
         of the consideration for the issuance of the Notes.

                  (15)     AUTHENTICATION. This Note will not be valid until
         authenticated by the manual signature of the Trustee or an
         authenticating agent.

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

                  (17)     ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL
         NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
         provided to Holders of Notes under the Indenture, Holders of Restricted
         Global Notes and Restricted Definitive Notes will have all the rights
         set forth in the Registration Rights Agreement dated as of June 3,
         2003, among the Company, the Guarantors and the other parties named on
         the signature pages thereof or, in the case of Additional Notes,
         Holders of Restricted Global Notes and Restricted Definitive Notes will
         have the rights set forth in one or more registration rights
         agreements, if any, among the Company, the Guarantors and the other
         parties thereto, relating to rights given by the Company and the
         Guarantors to the purchasers of any Additional Notes (collectively, the
         "Registration Rights Agreement").

                  (18)     CUSIP NUMBERS. Pursuant to a recommendation
         promulgated by the Committee on Uniform Security Identification
         Procedures, the Company has caused CUSIP numbers to be printed on the
         Notes and the Trustee may use CUSIP numbers in notices of redemption as
         a convenience to Holders. No representation is made as to the accuracy
         of such numbers either as printed on the Notes or as contained in any
         notice of redemption and reliance may be placed only on the other
         identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303

Attention: Corporate Secretary

                                      A-6



                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

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

Signature Guarantee*: _________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A-7



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                  Section 4.10               Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the 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*: _________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A-8



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                        Principal Amount
                      Amount of decrease in   Amount of increase in    of this Global Note
                        Principal Amount        Principal Amount         following such         Signature of authorized
                               of                     of                    decrease             officer of Trustee or
Date of Exchange        this Global Note        this Global Note          (or increase)                Custodian
----------------        ----------------        ----------------          -------------                ---------
<S>                   <C>                     <C>                      <C>                      <C>
</TABLE>

                                      A-9



                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30348

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

         Re: 7 3/8% Senior Notes due 2008

         Reference is hereby made to the Indenture, dated as of June 3, 2003
(the "Indenture"), among Georgia-Pacific Corporation, as issuer (the "Company"),
Fort James Corporation, as guarantor, Fort James Operating Company, as
guarantor, and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [ ]   CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believed and believes is purchasing the beneficial interest or Definitive Note
for its own account, or for one or more accounts with respect to which such
Person exercises sole investment discretion, and such Person and each such
account is a "qualified institutional buyer" within the meaning of Rule 144A in
a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

         2. [ ]   CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other

                                      B-1



than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

         3. [ ]   CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a)      [ ] such Transfer is being effected pursuant to and
         in accordance with Rule 144 under the Securities Act;

                                       or

                  (b)      [ ] such Transfer is being effected to the Company or
         a subsidiary thereof;

                                       or

                  (c)      [ ] such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                  (d)      [ ] such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies that
         it has not engaged in any general solicitation within the meaning of
         Regulation D under the Securities Act and the Transfer complies with
         the transfer restrictions applicable to beneficial interests in a
         Restricted Global Note or Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         D to the Indenture and (2) if such Transfer is in respect of a
         principal amount of Notes at the time of transfer of less than
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), to the effect that such Transfer is in compliance with
         the Securities Act. Upon consummation of the proposed transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the IAI
         Global Note and/or the Definitive Notes and in the Indenture and the
         Securities Act.

         4.  [ ]  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

         (a) [ ]  CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of

                                      B-2



the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (b) [ ]  CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (c) [ ]  CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                      __________________________________________
                                              [Insert Name of Transferor]

                                      By: ______________________________________
                                       Name:
                                       Title:

         Dated: _________________

                                      B-3



                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                                           (a) [ ] a beneficial interest in the:

                           (i)      [ ] 144A Global Note (CUSIP _________), or

                           (ii)     [ ] Regulation S Global Note (CUSIP
                                    _________), or

                           (iii)    [ ] IAI Global Note (CUSIP _________); or

                       (b) [ ] a Restricted Definitive Note.

         2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                       (a) [ ] a beneficial interest in the:

                           (i)      [ ] 144A Global Note (CUSIP _________), or

                           (ii)     [ ] Regulation S Global Note (CUSIP
                                    _________), or

                           (iii)    [ ] IAI Global Note (CUSIP _________); or

                           (iv)     [ ] Unrestricted Global Note (CUSIP
                                    _________); or

                       (b) [ ] a Restricted Definitive Note; or

                       (c) [ ] an Unrestricted Definitive Note,

                       in accordance with the terms of the Indenture.

                                      B-4



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30348

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

         Re: 7 3/8% Senior Notes due 2008

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of June 3, 2003
(the "Indenture"), among Georgia-Pacific Corporation, as issuer (the "Company"),
Fort James Corporation, as guarantor, Fort James Operating Company, as
guarantor, and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

         (a) [ ]  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (b) [ ]  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [ ]  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for

                                      C-1



a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

         (d) [ ]  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

         (a) [ ]  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI Global
Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                      __________________________________________
                                              [Insert Name of Transferor]

                                      By: ______________________________________
                                       Name:
                                       Title:

Dated: _________________

                                      C-2



                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30348

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

         Re: 7 3/8% Senior Notes due 2008

         Reference is hereby made to the Indenture, dated as of June 3, 2003
(the "Indenture"), among Georgia-Pacific Corporation, as issuer (the "Company"),
Fort James Corporation and Fort James Operating Company, as guarantors, and The
Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) [ ]  a beneficial interest in a Global Note, or

         (b) [ ]  a Definitive Note,

         we confirm that:

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

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Notes, at the time of transfer
of less than $250,000, an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
Person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

                                      D-1



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

         4.       We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

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

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

                                      __________________________________________
                                         [Insert Name of Accredited Investor]

                                      By: ______________________________________
                                       Name:
                                       Title:

Dated: _________________

                                      D-2



                                                                       EXHIBIT E

                          FORM OF SUBSIDIARY GUARANTEE

         For value received, the Guarantors (which term includes any successor
Person under the Indenture) have unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, dated as
of June 3, 2003 (the "Indenture"), among Georgia-Pacific Corporation (the
"Company"), Fort James Corporation ("Fort James") and Fort James Operating
Company ("Fort James Operating Co.", and together with Fort James, the
"Guarantors") as guarantors, and The Bank of New York, as trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium and
Special Interest, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of each Guarantor to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided, however, that the Indebtedness evidenced by
this Subsidiary Guarantee shall cease to be so subordinated and subject in right
of payment upon any defeasance of this Note in accordance with the provisions of
the Indenture.

                                      [NAME OF GUARANTORS]

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      E-1



                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guarantor"), a
subsidiary of Georgia-Pacific Corporation (or its permitted successor), a
Georgia corporation (the "Company"), and The Bank of New York, as trustee under
the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of June 3, 2003 providing for
the issuance of an aggregate principal amount of up to $350.0 million of 7 3/8%
Senior Notes due 2008 (the "Notes") plus any Additional Notes issued from time
to time as permitted under the Indenture;

         WHEREAS, the Indenture provides that under certain circumstances the
Guarantor shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantor shall unconditionally guarantee all of the
Company's Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

         1.       CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.       AGREEMENT TO GUARANTEE. The Guarantor hereby agrees as
follows:

                           (a)      To Guarantee to each Holder of a Note
                  authenticated and delivered by the Trustee and to the Trustee
                  and its successors and assigns, the Notes or the obligations
                  of the Company hereunder or thereunder, that:

                           (i)      the principal of, and premium and Special
                  Interest, if any, and interest on the Notes will be promptly
                  paid in full when due, whether at maturity, by acceleration,
                  redemption or otherwise, and interest on the overdue principal
                  of and interest on the Notes, if any, if lawful, and all other
                  obligations of the Company to the Holders or the Trustee
                  hereunder or thereunder will be promptly paid in full or
                  performed, all in accordance with the terms hereof and under
                  the Indenture; and

                           (ii)     in case of any extension of time of payment
                  or renewal of any Notes or any of such other obligations, that
                  same will be promptly paid in full when due or performed in
                  accordance with the terms of the extension or renewal, whether
                  at stated maturity, by acceleration or otherwise. Failing
                  payment when due of any amount so guaranteed or any
                  performance so guaranteed for whatever reason, the Guarantor
                  shall be obligated to pay the same immediately.

                                      E-2



                           (b)      The obligations hereunder shall be
                  unconditional, irrespective of the validity, regularity or
                  enforceability of the Notes or the Indenture, the absence of
                  any action to enforce the same, any waiver or consent by any
                  Holder of the Notes with respect to any provisions hereof or
                  thereof, the recovery of any judgment against the Company, any
                  action to enforce the same or any other circumstance which
                  might otherwise constitute a legal or equitable discharge or
                  defense of the Guarantor.

                           (c)      The following is hereby waived: diligence,
                  presentment, demand of payment, filing of claims with a court
                  in the event of insolvency or bankruptcy of the Company, any
                  right to require a proceeding first against the Company,
                  protest, notice and all demands whatsoever.

                           (d)      This Subsidiary Guarantee shall not be
                  discharged except by complete performance of the obligations
                  contained in the Notes and the Indenture, and the Guarantor
                  accepts all obligations of the Guarantor under the Indenture.

                           (e)      If any Holder or the Trustee is required by
                  any court or otherwise to return to the Company, the
                  Guarantor, or any custodian, trustee, liquidator or other
                  similar official acting in relation to either the Company or
                  the Guarantor, any amount paid by either to the Trustee or
                  such Holder, this Subsidiary Guarantee, to the extent
                  theretofore discharged, shall be reinstated in full force and
                  effect.

                           (f)      The Guarantor shall not be entitled to any
                  right of subrogation in relation to the Holders in respect of
                  any obligations guaranteed hereby until payment in full of all
                  obligations guaranteed hereby.

                           (g)      As between the Guarantor, on the one hand,
                  and the Holders and the Trustee, on the other hand, (x) the
                  maturity of the obligations guaranteed hereby may be
                  accelerated as provided in Article 6 of the Indenture for the
                  purposes of this Subsidiary Guarantee, notwithstanding any
                  stay, injunction or other prohibition preventing such
                  acceleration in respect of the obligations guaranteed hereby,
                  and (y) in the event of any declaration of acceleration of
                  such obligations as provided in Article 6 of the Indenture,
                  such obligations (whether or not due and payable) shall
                  forthwith become due and payable by the Guarantor for the
                  purpose of this Subsidiary Guarantee.

                           (h)      Pursuant to Section 10.02 of the Indenture,
                  after giving effect to any maximum amount and all other
                  contingent and fixed liabilities that are relevant under any
                  applicable Bankruptcy or fraudulent conveyance laws, this new
                  Subsidiary Guarantee shall be limited to the maximum amount
                  permissible such that the obligations of the Guarantor under
                  this Subsidiary Guarantee will not constitute a fraudulent
                  transfer or conveyance.

         3.       EXECUTION AND DELIVERY. The Guarantor agrees that the
Subsidiary Guarantee shall remain in full force and effect notwithstanding any
failure to endorse such Subsidiary Guarantee.

         4.       GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                           (a)      Except as otherwise provided in Section
                  10.05 of the Indenture, the Guarantor shall not sell or
                  otherwise dispose of all or substantially all of its assets
                  to, or consolidate with or merge with or into, any Person that
                  is (either before or after giving effect to such transaction)
                  an Affiliate of the Company, unless that Affiliate

                                      E-3



                  unconditionally assumes all of the obligations of the
                  Guarantor pursuant to a supplemental indenture in form and
                  substance reasonably satisfactory to the Trustee, under the
                  Notes, the Indenture, the Subsidiary Guarantee and the
                  Registration Rights Agreement on the terms set forth therein.

                           (b)      Except as otherwise provided in Section
                  10.05 of the Indenture, the Guarantor shall not sell or
                  otherwise dispose of all or substantially all of its assets
                  to, or consolidate with or merge with or into, any Person that
                  is not an Affiliate of the Company (whether or not the
                  Guarantor is the surviving Person) other than the Company
                  unless:

                           (i)      immediately after giving effect to such
                  transaction, no Default or Event of Default exists; and

                           (ii)     the Net Proceeds of such sale or other
                  disposition are applied in accordance with the applicable
                  provisions of the Indenture, including without limitation,
                  Section 4.10 of the Indenture.

                           In case of any such consolidation, merger, sale or
                  conveyance and upon the assumption by the successor Affiliate,
                  by supplemental indenture, executed and delivered to the
                  Trustee and satisfactory in form to the Trustee, of the
                  Subsidiary Guarantee and the due and punctual performance of
                  all of the covenants and conditions of the Indenture to be
                  performed by the Guarantor, such successor Affiliate will
                  succeed to and be substituted for the Guarantor with the same
                  effect as if it had been named therein as the Guarantor. Such
                  successor Affiliate thereupon may cause to be signed the
                  Subsidiary Guarantee of the Notes issuable hereunder which
                  theretofore shall not have been signed by the Company and
                  delivered to the Trustee. The Subsidiary Guarantee so issued
                  will in all respects have the same legal rank and benefit
                  under the Indenture as the Subsidiary Guarantee theretofore
                  and thereafter issued in accordance with the terms of the
                  Indenture as though the Subsidiary Guarantee had been issued
                  at the date of the execution thereof.

                           Except as set forth in Articles 4 and 5 hereof, and
                  notwithstanding Section 5(b)(ii), nothing contained in the
                  Indenture or in any of the Notes will prevent any
                  consolidation or merger of the Guarantor with or into the
                  Company, or will prevent any sale or conveyance of the
                  property of the Guarantor as an entirety or substantially as
                  an entirety to the Company.

         5.       RELEASES.

                           (a)      Notwithstanding the provisions of Section
                  10.04 of the Indenture, the Guarantor will be released and
                  relieved of any obligations under its Subsidiary Guarantee:

                           (i)      upon the sale or other disposition of all or
                  substantially all of the assets of the Guarantor (including by
                  way of merger or consolidation) to a Person that is not
                  (either before or after giving effect to such transaction) the
                  Company or an Affiliate of the Company, if the sale or other
                  disposition complies with Sections 3.09 and 4.10 of the
                  Indenture;

                           (ii)     upon the sale of all of the Capital Stock of
                  the Guarantor to a Person that is not (either before or after
                  giving effect to such transaction) an Affiliate of the
                  Company, if the sale complies with Sections 3.09 and 4.10 of
                  the Indenture;

                                      E-4



                           (iii)    upon the legal defeasance of the Notes as
                  described in Article 8 of the Indenture;

                           (iv)     upon (a) the merger of the Guarantor into
                  the Company; (b) the dissolution of the Guarantor into the
                  Company; or (c) the transfer of all or substantially all of
                  the assets of the Guarantor to the Company;

                           (v)      upon a Permitted Spin-Off Transaction if the
                  Guarantor is no longer a Subsidiary after consummation of the
                  Permitted Spin-Off Transaction; or

                           (vi)     upon the occurrence of a Fall Away Event.

                           Upon delivery by the Company to the Trustee of an
                  Officers' Certificate and an Opinion of Counsel to the effect
                  that one of the events described in this Section 5 has
                  occurred in accordance with the provisions of the Indenture,
                  the Trustee will execute any documents reasonably required in
                  order to evidence the release of the Guarantor from its
                  obligations under its Subsidiary Guarantee.

         6.       NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guarantor, as such, shall have any liability for any obligations of the Company
or the Guarantor under the Notes, the Subsidiary Guarantee, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

         7.       NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

         8.       COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

         9.       EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         10.      THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guarantor and the Company.

                                      E-5



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

         Dated: _______________, 20___

                                      [GUARANTOR]

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      GEORGIA-PACIFIC CORPORATION

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      [EXISTING GUARANTOR(S)]

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      THE BANK OF NEW YORK,
                                      as Trustee

                                      By: ______________________________________
                                          Authorized Signatory

                                      E-6



                                                                     EXHIBIT 4.4

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

                           GEORGIA-PACIFIC CORPORATION

                                       and
            Fort James Corporation and Fort James Operating Company,

                                as the Guarantors

                            8% SENIOR NOTES DUE 2014

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

                                    INDENTURE

                            Dated as of June 3, 2003

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

                              The Bank of New York

                                     Trustee

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



                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                               Indenture Section
<S>                                                                         <C>
310(a)(1).................................................................          7.10
   (a)(2).................................................................          7.10
   (a)(3).................................................................          N.A.
   (a)(4).................................................................          N.A.
   (a)(5).................................................................          7.10
   (b)....................................................................          7.10
   (c)....................................................................          N.A.
311(a)....................................................................          7.11
   (b)....................................................................          7.11
   (c)....................................................................          N.A.
312(a)....................................................................          2.05
   (b)....................................................................         12.03
   (c)....................................................................         12.03
313(a)....................................................................          7.06
   (b)(1).................................................................          N.A.
   (b)(2).................................................................       7.06; 7.07
   (c)....................................................................      7.06; 12.02
   (d)....................................................................          7.06
314(a)....................................................................  4.03; 12.02; 12.05
   (b)....................................................................          N.A.
   (c)(1).................................................................         12.04
   (c)(2).................................................................         12.04
   (c)(3).................................................................          N.A.
   (d)....................................................................          N.A.
   (e)....................................................................         12.05
   (f)....................................................................          N.A.
315(a)....................................................................          7.01
   (b)....................................................................      7.05; 12.02
   (c)....................................................................          7.01
   (d)....................................................................          7.01
   (e)....................................................................          6.11
316(a) (last sentence)....................................................          2.09
   (a)(1)(A)..............................................................          6.05
   (a)(1)(B)..............................................................          6.04
   (a)(2).................................................................          N.A.
   (b)....................................................................          6.07
   (c)....................................................................          2.12
317(a)(1).................................................................          6.08
   (a)(2).................................................................          6.09
   (b)....................................................................          2.04
318(a)....................................................................         12.01
   (b)....................................................................          N.A.
   (c)....................................................................         12.01
</TABLE>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                             <C>
                                                   ARTICLE 1.
                                         DEFINITIONS AND INCORPORATION
                                                  BY REFERENCE

Section 1.01       Definitions................................................................................    1
Section 1.02       Other Definitions..........................................................................   27
Section 1.03       Incorporation by Reference of Trust Indenture Act..........................................   27
Section 1.04       Rules of Construction......................................................................   28

                                                   ARTICLE 2.
                                                   THE NOTES

Section 2.01       Form and Dating............................................................................   28
Section 2.02       Execution and Authentication...............................................................   29
Section 2.03       Registrar and Paying Agent.................................................................   29
Section 2.04       Paying Agent to Hold Money in Trust........................................................   30
Section 2.05       Holder Lists...............................................................................   30
Section 2.06       Transfer and Exchange......................................................................   30
Section 2.07       Replacement Notes..........................................................................   42
Section 2.08       Outstanding Notes..........................................................................   42
Section 2.09       Treasury Notes.............................................................................   42
Section 2.10       Temporary Notes............................................................................   43
Section 2.11       Cancellation...............................................................................   43
Section 2.12       Defaulted Interest.........................................................................   43

                                                   ARTICLE 3.
                                           REDEMPTION AND PREPAYMENT

Section 3.01       Notices to Trustee.........................................................................   43
Section 3.02       Selection of Notes to Be Redeemed or Purchased.............................................   44
Section 3.03       Notice of Redemption.......................................................................   44
Section 3.04       Effect of Notice of Redemption.............................................................   45
Section 3.05       Deposit of Redemption or Purchase Price....................................................   45
Section 3.06       Notes Redeemed or Purchased in Part........................................................   45
Section 3.07       Optional Redemption........................................................................   46
Section 3.08       Mandatory Redemption.......................................................................   46
Section 3.09       Offer to Purchase by Application of Excess Proceeds........................................   47

                                                   ARTICLE 4.
                                                   COVENANTS

Section 4.01       Payment of Notes...........................................................................   48
Section 4.02       Maintenance of Office or Agency............................................................   49
Section 4.03       Reports....................................................................................   49
Section 4.04       Compliance Certificate.....................................................................   49
Section 4.05       Taxes......................................................................................   50
Section 4.06       Stay, Extension and Usury Laws.............................................................   50
Section 4.07       Restricted Payments........................................................................   50
Section 4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries.............................   53
Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock.................................   55
Section 4.10       Asset Sales................................................................................   58
</TABLE>

                                        i



<TABLE>
<S>                                                                                                              <C>
Section 4.11       Transactions with Affiliates...............................................................   60
Section 4.12       Liens......................................................................................   61
Section 4.13       Business Activities........................................................................   62
Section 4.14       Corporate Existence........................................................................   62
Section 4.15       Offer to Repurchase Upon Change of Control.................................................   62
Section 4.16       Limitation on Sale and Leaseback Transactions..............................................   64
Section 4.17       Payments for Consent.......................................................................   65
Section 4.18       Designation of Restricted and Unrestricted Subsidiaries....................................   65
Section 4.19       Changes in Covenants when Notes Rated Investment Grade.....................................   65

                                                   ARTICLE 5.
                                                   SUCCESSORS

Section 5.01       Merger, Consolidation, or Sale of Assets...................................................   65
Section 5.02       Successor Corporation Substituted..........................................................   66

                                                   ARTICLE 6.
                                             DEFAULTS AND REMEDIES

Section 6.01       Events of Default..........................................................................   67
Section 6.02       Acceleration...............................................................................   68
Section 6.03       Other Remedies.............................................................................   69
Section 6.04       Waiver of Past Defaults....................................................................   69
Section 6.05       Control by Majority........................................................................   69
Section 6.06       Limitation on Suits........................................................................   69
Section 6.07       Rights of Holders of Notes to Receive Payment..............................................   70
Section 6.08       Collection Suit by Trustee.................................................................   70
Section 6.09       Trustee May File Proofs of Claim...........................................................   70
Section 6.10       Priorities.................................................................................   70
Section 6.11       Undertaking for Costs......................................................................   71

                                                   ARTICLE 7.
                                                    TRUSTEE

Section 7.01       Duties of Trustee..........................................................................   71
Section 7.02       Rights of Trustee..........................................................................   72
Section 7.03       Individual Rights of Trustee...............................................................   73
Section 7.04       Trustee's Disclaimer.......................................................................   73
Section 7.05       Notice of Defaults.........................................................................   73
Section 7.06       Reports by Trustee to Holders of the Notes.................................................   73
Section 7.07       Compensation and Indemnity.................................................................   73
Section 7.08       Replacement of Trustee.....................................................................   74
Section 7.09       Successor Trustee by Merger, etc...........................................................   75
Section 7.10       Eligibility; Disqualification..............................................................   75
Section 7.11       Preferential Collection of Claims Against Company..........................................   75

                                                   ARTICLE 8.
                                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance...................................   76
Section 8.02       Legal Defeasance and Discharge.............................................................   76
Section 8.03       Covenant Defeasance........................................................................   76
Section 8.04       Conditions to Legal or Covenant Defeasance.................................................   77
Section 8.05       Deposited Money and Government Securities to be Held in Trust; Other
                   Miscellaneous Provisions...................................................................   78
</TABLE>

                                       ii



<TABLE>
<S>                                                                                                              <C>
Section 8.06       Repayment to Company.......................................................................   78
Section 8.07       Reinstatement..............................................................................   79

                                                   ARTICLE 9.
                                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01       Without Consent of Holders of Notes........................................................   79
Section 9.02       With Consent of Holders of Notes...........................................................   80
Section 9.03       Compliance with Trust Indenture Act........................................................   81
Section 9.04       Revocation and Effect of Consents..........................................................   81
Section 9.05       Notation on or Exchange of Notes...........................................................   81
Section 9.06       Trustee to Sign Amendments, etc............................................................   82

                                                  ARTICLE 10.
                                              SUBSIDIARY GUARANTEE

Section 10.01.     Subsidiary Guarantee.......................................................................   82
Section 10.02.     Limitation on Guarantor Liability..........................................................   83
Section 10.03.     Execution and Delivery of Subsidiary Guarantee.............................................   83
Section 10.04.     Guarantor May Consolidate, etc., on Certain Terms..........................................   83
Section 10.05.     Releases...................................................................................   84

                                                  ARTICLE 11.
                                           SATISFACTION AND DISCHARGE

Section 11.01      Satisfaction and Discharge.................................................................   85
Section 11.02      Application of Trust Money.................................................................   86

                                                  ARTICLE 12.
                                                 MISCELLANEOUS

Section 12.01      Trust Indenture Act Controls...............................................................   86
Section 12.02      Notices....................................................................................   86
Section 12.03      Communication by Holders of Notes with Other Holders of Notes..............................   87
Section 12.04      Certificate and Opinion as to Conditions Precedent.........................................   87
Section 12.05      Statements Required in Certificate or Opinion..............................................   88
Section 12.06      Rules by Trustee and Agents................................................................   88
Section 12.07      No Personal Liability of Directors, Officers, Employees and Stockholders...................   88
Section 12.08      Governing Law..............................................................................   88
Section 12.09      No Adverse Interpretation of Other Agreements..............................................   88
Section 12.10      Successors.................................................................................   89
Section 12.11      Severability...............................................................................   89
Section 12.12      Counterpart Originals......................................................................   89
Section 12.13      Table of Contents, Headings, etc...........................................................   89
</TABLE>

                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                  INVESTOR
Exhibit E         FORM OF SUBSIDIARY GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE

                                       iii



         INDENTURE dated as of June 3, 2003 among Georgia-Pacific Corporation, a
Georgia corporation (the "Company"), Fort James Corporation, a Virginia
corporation ("Fort James"), Fort James Operating Company, a Virginia corporation
("Fort James Operating Co.", each of Fort James Operating Co. and Fort James a
"Guarantor" and, collectively, the "Guarantors"), and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee").

         The Company, each Guarantor and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 8% Senior Notes due 2014 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

         "144A Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "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 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 Subsidiary of, such specified Person; and

                  (2)      Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person,

but excluding Indebtedness of such other Person that is extinguished, retired or
repaid concurrently with such other Person becoming a Restricted Subsidiary of,
or at the time it is merged into or consolidates with, such specified Person.

         "Additional Notes" means additional notes (other than the Initial
Notes) issued from time to time under this Indenture in accordance with Sections
2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

         "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, 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.

         "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 shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

                                       1



Notwithstanding the foregoing, no Person (other than the Company or any
Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment
in connection with a Receivables Program shall be deemed to be an Affiliate of
the Company or any of its Subsidiaries solely by reason of such Investment.

         "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

         "Asset Sale" means:

                  (1)      the sale, lease, conveyance or other disposition of
         any assets or rights; provided that the sale, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Restricted Subsidiaries taken as a whole shall be governed by
         the provisions of Section 4.15 hereof and/or the provisions of Section
         5.01 hereof and not by the provisions of Section 4.10 hereof; and

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

         Notwithstanding the preceding, none of the following items shall be
deemed to be an Asset Sale:

                  (1)      any single transaction or series of related
         transactions that involves Equity Interests or assets having a fair
         market value of less than $25.0 million;

                  (2)      a transfer of assets between or among the Company and
         one or more of its Restricted Subsidiaries (including any Person that
         becomes a Restricted Subsidiary in connection with such transaction);

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

                  (4)      the sale or lease of equipment, inventory or accounts
         receivable in the ordinary course of business;

                  (5)      any sale or other disposition of Receivables and
         Related Assets pursuant to or in connection with a Receivables Program;

                  (6)      a Permitted Spin-Off Transaction and any sale, lease,
         conveyance or other disposition of any assets or rights required to
         complete a Permitted Spin-Off Transaction;

                  (7)      sales of assets received by the Company or any
         Restricted Subsidiary upon the foreclosure on a Lien;

                  (8)      the lease, assignment or sublease of any real or
         personal property in the ordinary course of business;

                  (9)      any sale, lease or other disposition in the ordinary
         course of business of obsolete, worn out or damaged equipment no longer
         being used by the Company or its Restricted Subsidiaries;

                                       2



                  (10)     any sale or disposition deemed to occur in connection
         with creating or granting any Permitted Lien;

                  (11)     the sale, lease, conveyance or other disposition of
         any of the Excluded Assets;

                  (12)     the sale or other disposition of cash or Cash
         Equivalents; and

                  (13)     a Restricted Payment or Permitted Investment that is
         permitted by Section 4.07 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 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 lease, determined in accordance with GAAP.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "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" shall 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 or, except in the context of the definitions of
         "Change of Control" and "Continuing Directors," any committee thereof;

                  (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.

         "Borrowing Base" means, as of any date, an amount equal to:

                  (1)      85% of the face amount of all accounts receivable
         owned by the Company and its Restricted Subsidiaries (other than any
         Receivables Subsidiary) as of the end of the most recent fiscal quarter
         preceding such date that were not more than 180 days past due; plus

                  (2)      50% of the book value of all inventory owned by the
         Company and its Restricted Subsidiaries as of the end of the most
         recent fiscal quarter preceding such date; minus

                                       3



                  (3)      the aggregate amount of trade payables of the Company
         and its Restricted Subsidiaries outstanding as of the end of the most
         recent fiscal quarter preceding such date, all calculated on a
         consolidated basis in accordance with GAAP,

provided that in the event of a Permitted Spin-Off Transaction, when calculating
the Borrowing Base as of the end of the most recent fiscal quarter preceding
such Permitted Spin-Off Transaction, the Borrowing Base shall be determined on a
pro forma basis, as if the Permitted Spin-Off Transaction had been consummated
at the beginning of such fiscal quarter.

         "Broker-dealer" has the meaning set forth in the Registration Rights
Agreement.

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

         "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,

but excluding any debt securities convertible into such equity securities.

         "Cash Equivalents" means:

                  (1)      United States dollars;

                  (2)      securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality of the United States government (provided that the full
         faith and credit of the United States is pledged in support of those
         securities) having maturities of not more than one year from the date
         of acquisition;

                  (3)      certificates of deposit and eurodollar time deposits
         with maturities of one year or less from the date of acquisition,
         bankers' acceptances with maturities not exceeding six months and
         overnight bank deposits, in each case, with any domestic commercial
         bank having capital and surplus in excess of $500.0 million and a
         Thomson Bank Watch Rating (or the successor thereto) of "B" or better;

                  (4)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clauses
         (2) and (3) above entered into with any financial institution meeting
         the qualifications specified in clause (3) above;

                                       4



                  (5)      commercial paper having the highest rating obtainable
         from Moody's or S&P and in each case maturing within one year after the
         date of acquisition; and

                  (6)      money market funds at least 95% of the assets of
         which constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

         "Clearstream" means Clearstream Banking, S.A.

         "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), other than a sale, transfer,
         conveyance or other disposition of assets that occurs as part of a
         Permitted Spin-Off Transaction;

                  (2)      the adoption of a plan 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 that term is used in Section 13(d)(3) of the
         Exchange Act), becomes the 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.

         Notwithstanding the foregoing, a transaction effected to create a
holding company of the Company shall not be deemed to involve a Change of
Control if (1) pursuant to such transaction the Company becomes a Wholly Owned
Subsidiary of such holding company and (2) the holders of the Voting Stock of
such holding company immediately following such transaction are the same as the
holders of Voting Stock of the Company immediately prior to such transaction.

         "Company" means Georgia-Pacific Corporation, a Georgia corporation, and
any and all successors thereto.

         "Comparable Treasury Issue" means the U.S. Treasury security selected
by the Quotation Agent as having a maturity comparable to the remaining term of
the Notes that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.

         "Comparable Treasury Price" means, with respect to any redemption date:

                  (1)      the average of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) on the third Business Day preceding such
         redemption date, as set forth in the daily statistical release (or any
         successor release) published by the Federal Reserve Bank of New York
         and designated "Composite 3:30 p.m. Quotations for U.S. Government
         Securities"; or

                  (2)      if such release (or any successor release) is not
         published or does not contain such prices on such Business Day, (a) the
         average of the Reference Treasury Dealer Quotations

                                       5



         for such redemption date, after excluding the highest and lowest of
         such Reference Treasury Dealer Quotations, or (b) if the Quotation
         Agent obtains fewer than three such Reference Treasury Dealer
         Quotations, the average of all such Quotations.

         "Consolidated Cash Flow" means, 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 Restricted Subsidiaries
         in connection with an Asset Sale, 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 Restricted Subsidiaries for such period, to the
         extent that such provision for taxes was deducted in computing such
         Consolidated Net Income; plus

                  (3)      Consolidated Interest Expense, to the extent that any
         such expense was deducted in computing such Consolidated Net Income;
         plus

                  (4)      depreciation, amortization (including amortization of
         goodwill and other intangibles but excluding amortization of prepaid
         cash expenses that were paid in a prior period) and other non-cash
         expenses or charges (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 Restricted Subsidiaries for
         such period to the extent that such depreciation, amortization and
         other non-cash expenses or charges were deducted in computing such
         Consolidated Net Income; plus

                  (5)      any unusual or nonrecurring charges or expenses,
         including any nonrecurring charges or expenses incurred within six
         months of a Permitted Spin-Off Transaction as a result of such
         Permitted Spin-Off Transaction, to the extent that such charges or
         expenses were deducted in computing such Consolidated Net Income; plus

                  (6)      non-cash charges incurred by the Company in the
         fourth quarter of fiscal 2002 with respect to asbestos-related
         liability reserves in the amount of up to $315.0 million to the extent
         that such charges were deducted in computing such Consolidated Net
         Income; minus

                  (7)      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 Interest Expense" means, for any period, the total
interest expense of a Person and its consolidated Restricted Subsidiaries
determined in accordance with GAAP, net of any interest income relating to the
obligations giving rise to such interest expense, plus, to the extent not
included in such total interest expense and to the extent incurred by such
Person or its Restricted Subsidiaries, without duplication:

                  (1)      interest expense attributable to Capital Lease
         Obligations and imputed interest with respect to Attributable Debt;

                  (2)      amortization of debt discount;

                                       6



                  (3)      capitalized interest;

                  (4)      non-cash interest expense;

                  (5)      commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financings;

                  (6)      net costs associated with interest rate swap, cap or
         collar agreements and other agreements designed to protect such Person
         against fluctuations in interest rates;

                  (7)      the interest component of any deferred payment
         obligations; and

                  (8)      any premiums, fees, discounts, expenses and losses on
         the sale of Receivables and Related Assets (and any amortization
         thereof) payable in connection with a Receivables Program,

(in each case as determined on a consolidated basis in conformity with GAAP),
and less, to the extent included in such total interest expense, (a) the
amortization during such period of capitalized financing costs associated with a
Permitted Spin-Off Transaction and (b) the amortization during such period of
other capitalized financing costs; provided, however, that the aggregate amount
of amortization relating to any such other capitalized financing costs deducted
in calculating Consolidated Interest Expense shall not exceed 5% of the
aggregate amount of the financing giving rise to such capitalized financing
costs.

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

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

                  (2)      the Net Income of any Restricted Subsidiary shall be
         excluded to the extent that the declaration or payment of dividends or
         similar distributions by that Restricted Subsidiary of that Net Income
         is not at the date of determination permitted without any prior
         governmental approval (that has not been obtained) or, directly or
         indirectly, by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Restricted Subsidiary or its
         shareholders, except to the extent that such Net Income is actually
         paid to such Person or one of its Restricted Subsidiaries through
         dividends, loans or otherwise;

                  (3)      the cumulative effect of a change in accounting
         principles shall be excluded;

                  (4)      any non-cash goodwill impairment charges incurred
         subsequent to the date of this Indenture resulting from the application
         of SFAS No. 142 shall be excluded; provided that such non-cash goodwill
         impairment charges were not attributable in any way to asbestos-related
         liability, including, without limitation, any threatened, pending or
         settled asbestos claim;

                  (5)      any non-cash charges incurred subsequent to the date
         of this Indenture relating to the underfunded portion of any pension
         plans shall be excluded;

                                       7



                  (6)      any non-cash charges incurred subsequent to the date
         of this Indenture resulting from the application of SFAS No. 123 shall
         be excluded;

                  (7)      any non-cash charges incurred subsequent to the date
         of this Indenture with respect to asbestos-related liability reserves
         shall be excluded; provided, however, that to the extent that the
         aggregate Net Cash Payments made by the Company or any of its
         Restricted Subsidiaries since the date of this Indenture exceed the
         Company's asbestos-related liability reserves existing on the date of
         this Indenture, such Net Cash Payments shall be deducted in the period
         in which they are made for purposes of calculating Consolidated Net
         Income; and

                  (8)      the Net Income of any Unrestricted Subsidiary shall
         be included to the extent distributed or otherwise paid in cash (or to
         the extent converted into cash) to the specified Person or one of its
         Restricted Subsidiaries.

         "Consolidated Net Tangible Assets" means total assets (less accumulated
depreciation and valuation reserves and other reserves and items deductible from
gross book value of specific asset accounts under GAAP) after deducting
therefrom (1) all current liabilities, (2) any item representing investments in
Unrestricted Subsidiaries and (3) all goodwill, trade names, trademarks,
patents, unamortized debt discount, organization expenses and other like
intangibles, all as set forth on the most recent balance sheet of the Company
and its consolidated Restricted Subsidiaries and computed in accordance with
GAAP.

         "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 date
         of this Indenture; 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.

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement" means the Credit Agreement (Multi-Year Revolving
Credit Facility), dated as of November 3, 2000, among the Company, the lenders
named therein, Bank of America, N.A., as Agent and Issuing Bank, and Merrill
Lynch Capital Corporation and Morgan Stanley Senior Funding Inc., as
Co-Syndication Agents, and Banc of America Securities LLC, Merrill Lynch Capital
Corporation and Morgan Stanley Senior Funding Inc., as Book Managers and Lead
Arrangers, as such agreement may be amended, restated, refunded, renewed,
replaced or refinanced (including increasing the amount borrowed thereunder) in
whole or in part from time to time.

         "Credit Facilities" means one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans or letters of credit, in each case, as amended,
restated, refunded, renewed, replaced or refinanced (including increasing the
amount borrowed thereunder) in whole or in part from time to time.

         "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

                                       8



         "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.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Designated Amount" means, with respect to any Person:

                  (1)      prior to a Permitted Spin-Off Transaction, $5,400
         million, less the aggregate amount of all Net Proceeds of Asset Sales
         required to be applied pursuant to the terms of one or more Credit
         Facilities by the Company or any of its Restricted Subsidiaries since
         the date of this Indenture to repay any term Indebtedness under any
         such Credit Facility or to repay revolving credit Indebtedness under
         any such Credit Facility and to correspondingly reduce commitments
         thereunder; and

                  (2)      following a Permitted Spin-Off Transaction, the
         greater of:

                           (A) the product of (x) $5,400 million, less the
                  aggregate amount of all Net Proceeds of Asset Sales required
                  to be applied pursuant to the terms of one or more Credit
                  Facilities by the Company or any of its Restricted
                  Subsidiaries from the date of this Indenture through the date
                  of the Permitted Spin-Off Transaction to repay any term
                  Indebtedness under any such Credit Facility or to repay
                  revolving credit Indebtedness under any such Credit Facility
                  and to correspondingly reduce commitments thereunder and (y) a
                  fraction:

                                    (i)      the numerator of which is the
                           Consolidated Cash Flow of such Person for its most
                           recently ended four fiscal quarters for which
                           internal financial statements are available
                           immediately preceding the date on which the Permitted
                           Spin-Off Transaction occurred, determined on a pro
                           forma basis, as if the Permitted Spin-Off Transaction
                           had been consummated at the beginning of such
                           four-quarter period, and

                                    (ii)     the denominator of which is the
                           Consolidated Cash Flow of the Company for its most
                           recently ended four full fiscal quarters for which
                           internal financial statements are available
                           immediately preceding the date on which the Permitted
                           Spin-Off Transaction occurred, and

                  less the aggregate amount of all Net Proceeds of Asset Sales
                  required to be applied pursuant to the terms of one or more
                  Credit Facilities by the Company or any of its Restricted
                  Subsidiaries since the date of the Permitted Spin-Off
                  Transaction to repay any term Indebtedness under any such
                  Credit Facility or to repay revolving credit Indebtedness
                  under any such Credit Facility and to correspondingly reduce
                  commitments thereunder; and

                                       9



                           (B) the aggregate amount available for borrowing or
                  otherwise committed as of the date of such Permitted Spin-Off
                  Transaction under all Credit Facilities of such Person entered
                  into in connection with such Permitted Spin-Off Transaction
                  less the aggregate amount of all Net Proceeds of Asset Sales
                  required to be applied pursuant to the terms of one or more
                  Credit Facilities of such Person since the date of the
                  Permitted Spin-Off Transaction to repay any term Indebtedness
                  under any such Credit Facility or to repay revolving credit
                  Indebtedness under any such Credit Facility and to
                  correspondingly reduce commitments thereunder.

         "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 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 shall 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 4.07 hereof.

         "Domestic Restricted Subsidiary" means any Restricted Subsidiary of the
Company formed under the laws of the United States or any state of the United
States or the District of Columbia.

         "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).

         "Equity Offering" means any primary private or public offering of
Equity Interests of the Company (other than Disqualified Stock) to Persons who
are not Affiliates of the Company other than (1) public offerings with respect
to the Company's common stock registered on Form S-8 and (2) issuances upon
exercise of options by employees of the Company or any of its Restricted
Subsidiaries.

         "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

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

         "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

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

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

         "Excluded Assets" means each of the following:

                  (1)      Resins facility, located at 2163 N. State Street,
         Ukiah, CA, having a net book value of approximately $530,000;

                  (2)      Plastics facility, located at Paul Street, Belvidere,
         NJ, having a net book value of approximately $155,000;

                                       10



                  (3)      Formaldehyde facility, located at 609 Nix Street,
         Hampton, SC, having a net book value of approximately $81,657;

                  (4)      Land, located at 26th and 28th Streets, Rubidoux, CA,
         having a net book value of approximately $3,360,000;

                  (5)      Warehouse, located at 401 W. 47th Street South,
         Wichita, KS, having a net book value of approximately $200,000;

                  (6)      Warehouse, located at 80 Azalea Road, Asheville, NC,
         having a net book value of approximately $180,000;

                  (7)      Land, located at Valley Forge Road, Hillsborough, NC,
         having a net book value of approximately $21,942;

                  (8)      Hardboard facility, located at Highway 165 South,
         North Little Rock, AR, having a net book value of approximately
         $245,000;

                  (9)      Hardboard facility, located at 101 Ampac Road,
         Conway, NC, having a net book value of approximately $1;

                  (10)     Particleboard facility, located at US 360 West, South
         Boston, VA, having a net book value of approximately $726,000;

                  (11)     Hardboard facility, located at N. 5th Street &
         Bayfront, Superior, WI, having a net book value of approximately $1;

                  (12)     Board Plant, located at 1173 State Highway 120,
         Florence, CO, having a net book value of approximately $313,000;

                  (13)     Board Plant, located at 1405 Sargent Avenue,
         Winnipeg, MB, having a net book value of approximately $130,000;

                  (14)     Joint Compound Plant, located at 13550 Bloomingdale
         Road, Newstead (Akron), NY, having a net book value of approximately
         $1,000;

                  (15)     Plaster Plant, located at 200 S. State Street,
         Sigurd, UT, having a net book value of approximately $2,600,000;

                  (16)     Sawmill, located at 90 W. Redwood Avenue, Fort Bragg,
         CA, having a net book value of approximately $11,500,000;

                  (17)     Sawmill, located at Highway 204, Ellabelle, GA,
         having a net book value of approximately $208,000;

                  (18)     Sawmill & Pressure Treating facility, located at
         Highway 82 East, Pearson, GA, having a net book value of approximately
         $330,000;

                  (19)     Sawmill, located at 120 Warren Road, Bowdens, NC,
         having a net book value of approximately $1,400,000;

                                       11



                  (20)     Sawmill, located at Hotel Street, Alcolu, SC, having
         a net book value of approximately $2,400,000;

                  (21)     Sawmill, located at Highway 453, Holly Hill, SC,
         having a net book value of approximately $8,000,000;

                  (22)     Sawmill, located at Highway 278 East, Varnville, SC,
         having a net book value of approximately $1,400,000;

                  (23)     Warehouse, located at 1178 E. Broad Ave., Albany, GA;

                  (24)     Excess Land, located at 300 West Laurel Street,
         Bellingham, WA (excluding operating tissue mill); and

                  (25)     Warehouse, located at 2425 Malt Avenue, City of
         Commerce, CA, having a net book value of approximately $633,000.

         "Existing Indebtedness" means any Indebtedness of the Company and its
Restricted Subsidiaries in existence on the date of this Indenture, until such
amounts are repaid.

         "Fall Away Permitted Liens" means:

                  (1)      Liens on any Principal Property existing at the time
         of its acquisition and Liens created contemporaneously with or within
         180 days after (or created pursuant to firm commitment financing
         arrangements obtained within that period) the completion of the
         acquisition, improvement or construction of such Principal Property to
         secure payment of the purchase price of such Principal Property or the
         cost of such construction or improvements;

                  (2)      Liens on property of a Person existing at the time
         such Person becomes a Restricted Subsidiary or is merged with or into
         or consolidated with the Company or any Restricted Subsidiary of the
         Company, provided that such Liens were in existence prior to the
         contemplation of such Person becoming a Restricted Subsidiary or such
         merger or consolidation and do not extend to any assets other than
         those of the Person that becomes a Restricted Subsidiary or is merged
         into or consolidated with the Company or the Restricted Subsidiary;

                  (3)      Liens on assets existing at the time of acquisition
         of the assets by the Company or any Restricted Subsidiary of the
         Company, provided that such Liens were in existence prior to the
         contemplation of such acquisition;

                  (4)      Liens securing Indebtedness or other obligations of a
         Restricted Subsidiary owing to the Company or a Restricted Subsidiary;

                  (5)      Liens in favor of a governmental unit to secure
         payments under any contract or statutory obligation, or to secure debts
         incurred in financing the acquisition of or improvements to property
         subject thereto;

                  (6)      Liens created or assumed in the ordinary course of
         the business of exploring for, developing or producing oil, gas or
         other minerals (including borrowings in connection therewith) on, or on
         any interest in, or on any proceeds from the sale of, property acquired
         for such purposes, production therefrom (including the proceeds
         thereof) or material or equipment located thereon;

                                       12



                  (7)      Liens in favor of any customer arising in respect of,
         and not exceeding the amount of, performance deposits and partial,
         progress, advance or other payments by that customer for goods produced
         or services rendered to that customer in the ordinary course of
         business;

                  (8)      Liens to extend, renew or replace any Liens referred
         to in clauses (1) through (7) or this clause (8) or any Lien existing
         on the date of this Indenture;

                  (9)      mechanics' and similar Liens;

                  (10)     Liens arising out of litigation or judgments being
         contested; and

                  (11)     Liens for taxes not yet due or being contested,
         landlords' Liens, tenants' rights under leases, easements and similar
         Liens not impairing the use or value of the property involved.

         "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 Restricted Subsidiaries for such period; plus

                  (2)      any interest expense on Indebtedness of any person
         other than such Person or any of its Restricted Subsidiaries that is
         Guaranteed by such Person or one of its Restricted Subsidiaries or
         secured by a Lien on assets of such Person or one of its Restricted
         Subsidiaries, whether or not such Guarantee or Lien is called upon;
         plus

                  (3)      the product of (a) 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 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 Restricted
         Subsidiary of the Company, times (b) 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 four-quarter period, the ratio of the Consolidated Cash Flow of
such Person and its Restricted Subsidiaries for such period to the Fixed Charges
of such Person and its Restricted Subsidiaries for such period. In the event
that the specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, 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 shall 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 or dispositions that have been made by
         the specified Person or any of its Restricted Subsidiaries, including
         through mergers or consolidations and including any

                                       13



         related financing transactions, during the four-quarter reference
         period or subsequent to such reference period and on or prior to the
         Calculation Date (including any acquisitions or dispositions made
         during such reference period or subsequent to such reference period and
         on or prior to the Calculation Date by any Person that became a
         Restricted Subsidiary or was merged with and into the specified Person
         or any of its Restricted Subsidiaries on or prior to such Calculation
         Date) shall 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 shall be calculated on a pro forma basis
         in accordance with Regulation S-X under the Securities Act;

                  (2)      interest on Capital Lease Obligations and
         Attributable Debt shall be deemed to accrue at an interest rate
         reasonably determined by a responsible financial or accounting officer
         of the Company to be the rate of interest implicit in such Capital
         Lease Obligation or Attributable Debt in accordance with GAAP;

                  (3)      the consolidated interest expense attributable to
         interest on (a) any Indebtedness computed on a pro forma basis that was
         not outstanding during the period for which the computation is being
         made but which bears, at the option of such Person, a fixed or floating
         rate of interest, shall be computed by applying, at the option of such
         Person, either the fixed or floating rate and (b) borrowings under a
         revolving credit facility computed on a pro forma basis shall be
         computed based upon the average daily balance of such borrowings during
         the applicable period;

                  (4)      the interest rate on any Indebtedness that bears a
         floating rate of interest shall be calculated as if the weighted
         average interest rate that would have been applicable to such
         Indebtedness over the latest 12-month period ending on the last
         calendar month immediately prior to the Calculation Date had been the
         applicable rate on such Indebtedness for the entire reference period
         (taking into account any Hedging Obligation designed to protect such
         Person or any of its Restricted Subsidiaries against fluctuations in
         interest rates (including any agreement that exchanges a fixed rate
         interest obligation for a floating rate interest obligation) applicable
         to such Indebtedness if such Hedging Obligation has a remaining term in
         excess of 12 months);

                  (5)      the Consolidated Cash Flow attributable to
         discontinued operations, as determined in accordance with GAAP, shall
         be excluded; and

                  (6)      the Fixed Charges attributable to discontinued
         operations, as determined in accordance with GAAP, shall be excluded,
         but only to the extent that the obligations giving rise to such Fixed
         Charges shall not be obligations of the specified Person or any of its
         Restricted Subsidiaries following the Calculation Date.

         "Foreign Subsidiary" means any Restricted Subsidiary of the Company
that is not a Domestic Restricted Subsidiary.

         "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 on the date of this Indenture.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

                                       14



         "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "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 Fort James Corporation, a Virginia corporation, and
Fort James Operating Company, a Virginia corporation, and any and all successors
thereto.

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

                  (1)      currency exchange, interest rate or commodity swap
         agreements, currency exchange, interest rate or commodity cap
         agreements and currency exchange, interest rate or commodity collar
         agreements; and

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

         "Holder" means a Person in whose name a Note is registered.

         "IAI Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent and without duplication:

                  (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 bankers' 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 similar obligations
         to trade creditors; or

                  (6)      representing any Hedging Obligations,

if and 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 addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any

                                       15



asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) 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 shall 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,
in the case of any other Indebtedness.

         Notwithstanding the foregoing, "Indebtedness" shall not include (a)
advance payments by customers in the ordinary course of business for services or
products to be provided or delivered in the future or (b) deferred taxes.

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

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Notes" means the first $150.0 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

         "Investment Grade Rating" means a rating of Baa3 or better by Moody's
(or its equivalent under any successor rating categories of Moody's) and BBB- or
better by S&P (or its equivalent under any successor rating categories of S&P)
(or, in each case, if such Rating Agency ceases to rate the Notes for reasons
outside of the control of the Company, the equivalent investment grade credit
rating from any Rating Agency selected by the Company as a replacement Rating
Agency).

         "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 and
employees made in the ordinary course of business), purchases or other
acquisitions for value 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 shall 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
4.07(c) hereof. "Investments" shall exclude extensions of trade credit by the
Company or any of its Restricted Subsidiaries in the ordinary course of
business.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
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 or other agreement to sell or give a security
interest in and any filing of or

                                       16



agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction, provided that in no event shall an
operating lease be deemed to constitute a Lien.

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

         "Net Cash Payments" means, with respect to any asbestos-related
liabilities and/or related defense costs, the aggregate cash payments made by
the Company or any of its Restricted Subsidiaries relating to or to satisfy any
liabilities or related defense costs, net of (1) any insurance proceeds received
in cash by the Company or any of its Restricted Subsidiaries with respect to
such liabilities and costs, and (2) any cash tax savings resulting from any such
payments in excess of the tax savings taken into account in establishing the
asbestos-related liability reserves existing on the date of this Indenture.

         "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 or loss, together with any related provision
         for taxes on such gain (but not loss), realized in connection with: (a)
         any Asset Sale; 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 or loss, together with any
         related provision for taxes on such extraordinary gain (but not loss).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of:

                  (1)      costs relating to such Asset Sale, including, without
         limitation, legal, accounting and investment banking fees, and sales
         commissions, and any relocation expenses incurred as a result of the
         Asset Sale, taxes paid or payable as a result of the Asset Sale, in
         each case, after taking into account any available tax credits or
         deductions and any tax sharing arrangements;

                  (2)      amounts required to be applied to the repayment of
         Indebtedness, other than Indebtedness under a Credit Facility, secured
         by a Lien on the asset or assets that were the subject of such Asset
         Sale;

                  (3)      any reserve for adjustment in respect of the sale
         price of such asset or assets established in accordance with GAAP
         against any liabilities associated with the asset disposed of in such
         transaction and retained by the Company or any of its Restricted
         Subsidiaries after such sale or other disposition thereof, including,
         without limitation, pension and other post-employment benefit
         liabilities and liabilities related to environmental matters or against
         any indemnification obligations associated with such transaction; and

                  (4)      all distributions or other payments made to minority
         interest holders required in connection with the Asset Sale.

         "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

                                       17



         would constitute Indebtedness), (b) is directly or indirectly liable as
         a guarantor or otherwise or (c) constitutes the lender; and

                  (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 Notes) of the Company or any of its Restricted
         Subsidiaries to declare a default on such other Indebtedness or cause
         the payment of such other Indebtedness of the Company or any of its
         Restricted Subsidiaries to be accelerated or payable prior to its
         stated maturity.

         "Non-U.S. Person" means a Person who is not a U.S. Person.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.

         "Obligations" means any principal, interest, penalties, fees, taxes,
costs, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing, securing or relating to any Indebtedness,
whether or not a claim in respect thereof has been asserted.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.

         "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "Permitted Business" means any business conducted by the Company and
its Restricted Subsidiaries on the date of this Indenture, any reasonable
extension thereof, and any additional business reasonably related, incidental,
ancillary or complimentary thereto.

         "Permitted Investments" means:

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

                  (2)      any Investment in Cash Equivalents;

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

                                       18



                           (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 4.10 hereof;

                  (5)      any acquisition of assets 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 pursuant to any plan of reorganization or
         similar arrangement upon the bankruptcy or insolvency of any trade
         creditor or customer;

                  (7)      Hedging Obligations;

                  (8)      Investments constituting loans, advances or
         extensions of credit to employees, officers and directors made in the
         ordinary course of business;

                  (9)      Investments in existence on the date of this
         Indenture and an Investment in any Person to the extent such Investment
         replaces or refinances an Investment in such Person existing on the
         date of this Indenture in an amount not exceeding the amount of the
         Investment being replaced or refinanced; provided, however, that the
         new Investment is on terms and conditions no less favorable to the
         Company than the Investment being renewed or replaced;

                  (10)     an Investment in a trust, limited liability company,
         special purpose entity or other similar entity in connection with a
         Receivables Program; provided, however, that the only assets
         transferred to such trust, limited liability company, special purpose
         entity or other similar entity consist of Receivables and Related
         Assets of such Receivables Subsidiary;

                  (11)     Investments in any of the Notes or the 2008 Notes;

                  (12)     Guarantees of Indebtedness of the Company or any of
         its Restricted Subsidiaries issued in accordance with Section 4.09
         hereof;

                  (13)     Investments in Unisource required by the Subordinated
         Secured Liquidity Facility Agreement, dated November 27, 2002, among
         the Company, Unisource Worldwide, Inc. and the guarantors named therein
         and by the Insurance Allocation and Services Agreement, dated November
         27, 2002, between the Company and Unisource Worldwide, Inc., in an
         aggregate amount not to exceed $125.0 million; and

                  (14)     other Investments 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 (14)
         since the date of this Indenture not to exceed $200.0 million.

         "Permitted Liens" means:

                                       19



                  (1)      Liens on inventory or receivables of the Company and
         its Restricted Subsidiaries securing Indebtedness and other Obligations
         under Credit Facilities that were permitted to be incurred under
         Section 4.09(b)(1) hereof;

                  (2)      Liens in favor of the Company or a Restricted
         Subsidiary;

                  (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 Restricted Subsidiary of the Company; provided that such Liens were
         in existence prior to the contemplation of such merger or consolidation
         and do not extend to any assets other than those of the Person merged
         into or consolidated with the Company or the Restricted Subsidiary;

                  (4)      Liens on assets existing at the time of acquisition
         of the assets by the Company or any Restricted 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 to secure Indebtedness (including Capital Lease
         Obligations) permitted by Section 4.09(b)(4) hereof covering only the
         assets acquired with such Indebtedness;

                  (7)      Liens existing on the date of this Indenture;

                  (8)      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 concluded, provided that any reserve or other appropriate
         provision as is required in conformity with GAAP has been made
         therefor;

                  (9)      Liens on Receivables and Related Assets to reflect
         sales of receivables pursuant to a Receivables Program permitted by
         Section 4.09(b)(14) hereof covering only the assets acquired with such
         Indebtedness;

                  (10)     Liens in favor of issuers of tender, bid, surety,
         appeal or performance bonds or letters of credit or bankers'
         acceptances issued pursuant to the request of and for the account of
         the Company or any Restricted Subsidiary in the ordinary course of its
         business; provided, however, that such letters of credit do not support
         Indebtedness;

                  (11)     Liens securing Indebtedness or other obligations of a
         Restricted Subsidiary owing to the Company or a Restricted Subsidiary
         (other than a Receivables Subsidiary);

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

                  (13)     Liens securing industrial revenue or pollution
         control bonds that were permitted by the terms of this Indenture to be
         incurred;

                  (14)     Liens securing Permitted Refinancing Indebtedness
         incurred to refinance Indebtedness that was previously so secured,
         provided that any such Lien is limited to all or part

                                       20



         of the same property or assets (plus assets or property affixed or
         appurtenant thereto or proceeds in respect thereof) that secured (or,
         under the written arrangements under which the original Lien arose,
         could secure) the Indebtedness being refinanced or is in respect of
         property that is the security for a Permitted Lien;

                  (15)     Liens securing Hedging Obligations so long as such
         Hedging Obligations are permitted to be incurred under this Indenture;

                  (16)     Liens incurred in connection with a Sale and
         Leaseback Transaction with respect to Attributable Debt that does not
         exceed $300.0 million at any one time outstanding; and

                  (17)     Liens on assets of Unrestricted Subsidiaries that
         secure Non-Recourse Debt of Unrestricted Subsidiaries.

         "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;

                  (3)      if the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded is subordinated in right of
         payment to the Notes, such Permitted Refinancing Indebtedness is
         subordinated in right of payment to the Notes on terms at least as
         favorable to the Holders of 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.

         "Permitted Spin-Off Transaction" means the one-time spin-off, split-up,
split-off or other transaction involving the dividend, distribution or transfer
by the Company of all or some portion of its consumer products, packaging and/or
paper and pulp segments, as such segments are reported in the Company's audited
financial statements on the date of this Indenture (the entity comprising such
segment(s) after giving effect to the dividend or distribution, "Newco"),
provided that each of the following conditions have been met:

                  (1)      Newco shall have completed a registered exchange
         offer in which it shall have offered to the Holders of the Notes and
         the 2008 Notes (as applicable) the opportunity to exchange their Notes
         and 2008 Notes, as the case may be, for Spin-Off Notes; provided,
         further that:

                                       21



                           (A) Newco shall, on the date of such Permitted
                  Spin-Off Transaction after giving pro forma effect thereto and
                  to all related transactions (including, without limitation,
                  the incurrence by Newco of any Indebtedness (including the
                  assumption by Newco of any Indebtedness of the Company or any
                  of its Subsidiaries) and the disposition by Newco of any
                  assets) 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 Section 4.09(a)
                  hereof;

                           (B) each of the Rating Agencies shall have given the
                  Spin-Off Notes a rating that is equal to or better than such
                  Rating Agency's highest rating of the Notes being exchanged
                  for such Spin-Off Notes during the one-year period immediately
                  prior to the consummation of the Permitted Spin-Off
                  Transaction (it being understood that the ratings of the
                  Spin-Off Notes shall take into account all transactions
                  relating to the Permitted Spin-Off Transaction, including,
                  without limitation, the incurrence by Newco of any
                  Indebtedness (including the assumption by Newco of any
                  Indebtedness of the Company or any of its Subsidiaries) and
                  the disposition by Newco of any assets), and

                           (C) such exchange offer shall have remained open for
                  at least 20 Business Days; and

                  (2)      the Company shall have completed a cash tender offer
         for the Notes in which it shall have offered to purchase the Notes from
         the Holders on the terms set forth in this Indenture for a purchase
         price in cash equal to 100% of the aggregate principal amount of Notes
         repurchased plus accrued and unpaid interest and Special Interest, if
         any, on the Notes repurchased, to the date of purchase, which offer
         shall have remained open for at least 20 Business Days.

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

         "Principal Property" means any mill, manufacturing plant or facility
owned by the Company and/or one or more Restricted Subsidiaries and located
within the continental United States of America having a gross book value in
excess of 1.0% of the Consolidated Net Tangible Assets of the Company and its
Restricted Subsidiaries; provided that the term "Principal Property" shall not
include any mill, plant or facility that:

                  (1)      is acquired after the date of this Indenture for the
         disposal of solid waste, or control or abatement of atmospheric
         pollutants or contaminants, or water, noise or other pollutants, or

                  (2)      in the opinion of the Board of Directors, is not of
         material importance to the total business conducted by the Company and
         its Restricted Subsidiaries, considered as a whole.

         "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

         "Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee to act as the Quotation Agent after consultation with the Company.

                                       22



         "Rating Agency" means (1) each of Moody's and S&P and (2) if Moody's or
S&P ceases to rate the Notes for reasons outside of the control of the Company,
a "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 for Moody's or S&P, as the case may be.

         "Receivables and Related Assets" means accounts receivable,
instruments, chattel paper, obligations, general intangibles and other similar
assets, including interests in merchandise or goods, the sale or lease of which
give rise to the foregoing, related contractual rights, guarantees, insurance
proceeds, collections, other related assets and proceeds of all the foregoing.

         "Receivables Program" means, with respect to any Person, any accounts
receivable securitization program pursuant to which such Person pledges, sells
or otherwise transfers or encumbers its accounts receivable, including a trust,
limited liability company, special purpose entity or other similar entity.

         "Receivables Subsidiary" means a Wholly Owned Subsidiary of the Company
or a Restricted Subsidiary of the Company (or another Person in which the
Company or any Restricted Subsidiary of the Company makes an Investment and to
which the Company or any Restricted Subsidiary of the Company transfers
Receivables and Related Assets) which engages in no activities other than in
connection with the financing of Receivables and Related Assets and which is
designated by the Board of Directors of the Company as a Receivables Subsidiary.

         "Reference Treasury Dealer" means any of Banc of America Securities
LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and UBS Warburg LLC and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefore another
Primary Treasury Dealer.

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

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated as of June 3, 2003, among the Company, each Guarantor
and the other parties named on the signature pages thereof, relating to the
Notes and the 2008 Notes, as such agreement may be amended, modified or
supplemented from time to time, and, with respect to any Additional Notes, one
or more registration rights agreements among the Company, the Guarantors and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

         "Regulation S Global Note" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

         "Replacement Assets" mean (1) long-term assets that will be used or
useful in a Permitted Business, (2) substantially all of the assets of another
Permitted Business, or (3) a majority of the Voting

                                       23


Stock of any Person engaged in a Permitted Business that will become on the date
of acquisition thereof a Restricted Subsidiary as a result of such acquisition.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

         "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.

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

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

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated the Securities Act.

         "Sale and Leaseback Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
properties or assets of the Company and/or such Restricted Subsidiary (except
for leases between the Company and any Restricted Subsidiary, between any
Restricted Subsidiary and the Company or between Restricted Subsidiaries), which
properties or assets have been or are to be sold or transferred by the Company
or such Subsidiary to such Person with the intention of taking back a lease of
such properties or assets.

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

         "SEC" means the Securities and Exchange Commission.

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

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

         "Significant Subsidiary" means any Subsidiary other than an
Unrestricted 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 of this Indenture.

         "Special Interest" means interest payable on the Notes in the event of
a Registration Default, the amount of which shall be determined as provided in
the Registration Rights Agreement.

                                       24



         "Spin-Off Notes" means the notes to be offered in a registered exchange
offer by Newco and, if a Guarantor becomes a Subsidiary of Newco as a result of
such Permitted Spin-Off Transaction, guaranteed by such Guarantor, on terms and
with covenants that are identical to those included in this Indenture, with such
variations from the Notes and this Indenture as the Trustee and Newco shall have
mutually agreed.

         "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 (including with respect to
sinking fund obligations) in the original documentation governing such
Indebtedness, and shall 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).

         "Subsidiary Guarantee" means each Guarantee by a Guarantor of the
Company's payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

         "Total Assets" means, with respect to any specified Person at any date,
without duplication, the total consolidated assets of that Person and its
Subsidiaries, as determined in accordance with GAAP.

         "Trustee" means the party named as such in the preamble to this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

         "2008 Exchange Notes" means the 2008 Notes issued in the Exchange Offer
pursuant to Section 2.06(f) of the 2008 Notes Indenture.

         "2008 Notes" means the 7 3/8% Senior Notes due 2008 issued by the
Company on the date of this Indenture pursuant to the 2008 Notes Indenture.

         "2008 Notes Indenture" means the indenture, dated as of June 3, 2003,
among the Company, the Guarantors and The Bank of New York, as trustee, pursuant
to which the 2008 Notes are being issued, as the same shall be amended from time
to time.

         "2008 Subsidiary Guarantee" means each Guarantee by a Guarantor of the
Company's payment obligations under the 2008 Notes Indenture and on the 2008
Notes, executed pursuant to the provisions of the 2008 Notes Indenture.

                                       25



         "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Subsidiary" means each Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
resolution of the Board of Directors, but only to the extent that each such
Subsidiary:

                  (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 shall 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 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall 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 under Section 4.09 hereof, the Company shall be in
default of Section 4.09. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall 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 shall only be permitted if (1) such
Indebtedness is permitted under Section 4.09 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.

         "U.S. Person" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

         "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:

                                       26



                  (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.

         "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

Section 1.02      Other Definitions.

<TABLE>
<CAPTION>
                                                                                        Defined in
             Term                                                                         Section
             ----                                                                       ----------
<S>                                                                                     <C>
"Affiliate Transaction".............................................................       4.11
"Asset Sale Offer"..................................................................       3.09
"Authentication Order"..............................................................       2.02
"Change of Control Offer"...........................................................       4.15
"Change of Control Payment".........................................................       4.15
"Change of Control Payment Date"....................................................       4.15
"Covenant Defeasance"...............................................................       8.03
"DTC"...............................................................................       2.03
"Event of Default"..................................................................       6.01
"Excess Proceeds"...................................................................       4.10
"Fall Away Event"...................................................................       4.19
"incur".............................................................................       4.09
"Legal Defeasance"..................................................................       8.02
"Offer Amount"......................................................................       3.09
"Offer Period"......................................................................       3.09
"Paying Agent"......................................................................       2.03
"Payment Default"...................................................................       6.01
"Permitted Debt"....................................................................       4.09
"Purchase Date".....................................................................       3.09
"Registrar".........................................................................       2.03
"Restricted Payments"...............................................................       4.07
</TABLE>

Section 1.03      Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

                                       27



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

         "obligor" on the Notes and the Subsidiary Guarantee means the Company
and each Guarantor, respectively, and any successor obligor upon the Notes and
the Subsidiary Guarantee, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04      Rules of Construction.

         Unless the context otherwise requires:

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

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

                  (3)      "or" is not exclusive;

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

                  (5)      "will" shall be interpreted to express a command;

                  (6)      provisions apply to successive events and
         transactions; and

                  (7)      references to sections of or rules under the
         Securities Act will be deemed to include substitute, replacement of
         successor sections or rules adopted by the SEC from time to time.

                                    ARTICLE 2.
                                    THE NOTES

Section 2.01      Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Company, each
Guarantor and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

         (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate

                                       28



principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

         (c) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream will be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearsteam.

Section 2.02      Execution and Authentication.

         An Officer must sign the Notes for the Company by manual or facsimile
signature.

         If the Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note will nevertheless be valid.

         A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

         On the date of this Indenture, the Trustee shall, upon receipt of a
written order of the Company signed by an Officer (an "Authentication Order"),
authenticate the Initial Notes for original issue up to $150,000,000 in
aggregate principal amount and, upon delivery of any Authentication Order at any
time and from time to time thereafter, the Trustee shall authenticate Additional
Notes and Exchange Notes for original issue in an aggregate principal amount
specified in such Authentication Order.

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

Section 2.03      Registrar and Paying Agent.

         The Company will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

                                       29



Section 2.04      Paying Agent to Hold Money in Trust.

         The Company will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Special Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee will serve as Paying Agent for the Notes.

Section 2.05      Holder Lists.

         The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company will furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06      Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

                  (1)      the Company delivers to the Trustee notice from the
         Depositary that it is unwilling or unable to continue to act as
         Depositary or that it is no longer a clearing agency registered under
         the Exchange Act and, in either case, a successor Depositary is not
         appointed by the Company within 120 days after the date of such notice
         from the Depositary;

                  (2)      the Company in its sole discretion determines that
         the Global Notes (in whole but not in part) should be exchanged for
         Definitive Notes and delivers a written notice to such effect to the
         Trustee; or

                  (3)      there has occurred and is continuing a Default or
         Event with respect to notes.

         Upon the occurrence of any of the preceding events in (1), (2) or (3)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

                                       30



         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (1)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, transfers of beneficial interests in the Regulation
         S Global Note may not be made to a U.S. Person or for the account or
         benefit of a U.S. Person (other than an Initial Purchaser). Beneficial
         interests in any Unrestricted Global Note may be transferred to Persons
         who take delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         described in this Section 2.06(b)(1).

                  (2)      All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(1) above, the transferor of such beneficial interest must
         deliver to the Registrar either:

                           (A) both:

                                    (i)      a written order from a Participant
                           or an Indirect Participant given to the Depositary in
                           accordance with the Applicable Procedures directing
                           the Depositary to credit or cause to be credited a
                           beneficial interest in another Global Note in an
                           amount equal to the beneficial interest to be
                           transferred or exchanged; and

                                    (ii)     instructions given in accordance
                           with the Applicable Procedures containing information
                           regarding the Participant account to be credited with
                           such increase; or

                           (B) both:

                                    (i)      a written order from a Participant
                           or an Indirect Participant given to the Depositary in
                           accordance with the Applicable Procedures directing
                           the Depositary to cause to be issued a Definitive
                           Note in an amount equal to the beneficial interest to
                           be transferred or exchanged; and

                                    (ii)     instructions given by the
                           Depositary to the Registrar containing information
                           regarding the Person in whose name such Definitive
                           Note shall be registered to effect the transfer or
                           exchange referred to in (1) above. Upon consummation
                           of an Exchange Offer by the Company in accordance
                           with Section 2.06(f) hereof, the requirements of this
                           Section 2.06(b)(2) shall be deemed to have been
                           satisfied upon receipt by the Registrar of the
                           instructions contained in the Letter of Transmittal
                           delivered by the Holder of such beneficial interests
                           in the Restricted Global Notes. Upon satisfaction of
                           all of the requirements for transfer or exchange of
                           beneficial interests in Global Notes contained in
                           this

                                       31



                           Indenture and the Notes or otherwise applicable
                           under the Securities Act, the Trustee shall adjust
                           the principal amount of the relevant Global Note(s)
                           pursuant to Section 2.06(h) hereof.

                  (3)      Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(2) above and
         the Registrar receives the following:

                           (A)      if the transferee will take delivery in the
                  form of a beneficial interest in the 144A Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (B)      if the transferee will take delivery in the
                  form of a beneficial interest in the Regulation S Global Note,
                  then the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof; and

                           (C)      if the transferee will take delivery in the
                  form of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable.

                  (4)      Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(2) above and:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (i)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (ii)     if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take

                                       32



                           delivery thereof in the form of a beneficial interest
                           in an Unrestricted Global Note, a certificate from
                           such holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

                  (1)      Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A)      if the holder of such beneficial interest in
                  a Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B)      if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (C)      if such beneficial interest is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (2) thereof;

                           (D)      if such beneficial interest is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule
                  144, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (3)(a) thereof;

                           (E)      if such beneficial interest is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                                       33



                           (F)      if such beneficial interest is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G)      if such beneficial interest is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

                  (2)      Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (i) a Broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(b)
                           thereof; or

                                    (ii)     if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                                       34



                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (3)      Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(2) hereof, the Trustee will cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Company will execute and the Trustee
         will authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(3) will be registered in such name or names and
         in such authorized denomination or denominations as the holder of such
         beneficial interest requests through instructions to the Registrar from
         or through the Depositary and the Participant or Indirect Participant.
         The Trustee will deliver such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section 2.06(c)(3)
         will not bear the Private Placement Legend.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

                  (1)      Restricted Definitive Notes to Beneficial Interests
         in Restricted Global Notes. If any Holder of a Restricted Definitive
         Note proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A)      if the Holder of such Restricted Definitive
                  Note proposes to exchange such Note for a beneficial interest
                  in a Restricted Global Note, a certificate from such Holder in
                  the form of Exhibit C hereto, including the certifications in
                  item (2)(b) thereof;

                           (B)      if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (C)      if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (2) thereof;

                           (D)      if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule
                  144, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (3)(a) thereof;

                           (E)      if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a

                                       35



                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications, certificates and Opinion of
                  Counsel required by item (3) thereof, if applicable;

                           (F)      if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G)      if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

                  the Trustee will cancel the Restricted Definitive Note,
                  increase or cause to be increased the aggregate principal
                  amount of, in the case of clause (A) above, the appropriate
                  Restricted Global Note, in the case of clause (B) above, the
                  144A Global Note, in the case of clause (C) above, the
                  Regulation S Global Note, and in all other cases, the IAI
                  Global Note.

                  (2)      Restricted Definitive Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Restricted Definitive Note to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the Holder of such Definitive
                           Notes proposes to exchange such Notes for a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(c)
                           thereof; or

                                    (ii)     if the Holder of such Definitive
                           Notes proposes to transfer such Notes to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           B hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the

                                       36



                  Private Placement Legend are no longer required in order to
                  maintain compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                  (3)      Unrestricted Definitive Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
         Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Definitive Notes to a Person
         who takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee will cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note has not
         yet been issued, the Company will issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee will authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar will register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (1)      Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A)      if the transfer will be made pursuant to
                  Rule 144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (B)      if the transfer will be made pursuant to
                  Rule 903 or Rule 904, then the transferor must deliver a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item (2) thereof; and

                           (C)      if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (2)      Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or

                                       37



         transferred to a Person or Persons who take delivery thereof in the
         form of an Unrestricted Definitive Note if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a Broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i)      if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

                                    (ii)     if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (3)      Unrestricted Definitive Notes to Unrestricted
         Definitive Notes. A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request to
         register such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

                  (1)      one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of the beneficial
         interests in the Restricted Global Notes tendered into the Exchange
         Offer by Persons that certify in the applicable Letters of Transmittal
         that (A) they are not Broker-dealers, (B) they are not participating in
         a distribution of the Exchange Notes and (z) they are not affiliates
         (as defined in Rule 144) of the Company; and

                                       38



                  (2)      Unrestricted Definitive Notes in an aggregate
         principal amount equal to the principal amount of the Restricted
         Definitive Notes accepted for exchange in the Exchange Offer.

         Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

         (g) Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (1)      Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT

         (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY:

                  (i)(a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
                  SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN
                  PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
                  OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) TO
                  AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
                  501(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN
                  INSTITUTIONAL ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH
                  TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING
                  CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN
                  BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
                  RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
                  $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
                  SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e)
                  IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
                  OF COUNSEL IF THE COMPANY SO REQUESTS),

                                       39



                  (ii) TO THE COMPANY, OR

                  (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

         (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
         ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
         RESTRICTIONS SET FORTH IN (A) ABOVE. NO REPRESENTATION CAN BE MADE AS
         TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF
         THE SECURITY EVIDENCED HEREBY."

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(4),
                  (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this
                  Section 2.06 (and all Notes issued in exchange therefor or
                  substitution thereof) will not bear the Private Placement
                  Legend.

                  (2)      Global Note Legend. Each Global Note will bear a
         legend in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or

                                       40



retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                  (1)      To permit registrations of transfers and exchanges,
         the Company will execute and the Trustee will authenticate Global Notes
         and Definitive Notes upon receipt of an Authentication Order in
         accordance with Section 2.02 or at the Registrar's request.

                  (2)      No service charge will be made to a Holder of a
         Global Note or to a Holder of a Definitive Note for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax or similar governmental charge
         payable in connection therewith (other than any such transfer taxes or
         similar governmental charge payable upon exchange or transfer pursuant
         to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

                  (3)      The Registrar will not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (4)      All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes will be the valid obligations of the Company, evidencing the same
         debt, and entitled to the same benefits under this Indenture, as the
         Global Notes or Definitive Notes surrendered upon such registration of
         transfer or exchange.

                  (5)      The Company will not be required:

                           (A) to issue, to register the transfer of or to
                  exchange any Notes during a period beginning at the opening of
                  business 15 days before the day of any selection of Notes for
                  redemption under Section 3.02 hereof and ending at the close
                  of business on the day of selection;

                           (B) to register the transfer of or to exchange any
                  Note selected for redemption in whole or in part, except the
                  unredeemed portion of any Note being redeemed in part; or

                           (C) to register the transfer of or to exchange a Note
                  between a record date and the next succeeding interest payment
                  date.

                  (6)      Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                                       41



                  (7)      The Trustee will authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

                  (8)      All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

Section 2.07      Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company and
will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08      Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes will be deemed to be no longer outstanding and will cease to accrue
interest.

Section 2.09      Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned
will be so disregarded.

                                       42



Section 2.10      Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes will be entitled to all of the benefits of
this Indenture.

Section 2.11      Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will dispose of
such canceled Notes (subject to the record retention requirement of the Exchange
Act) in its customary manner. The Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12      Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01      Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

                  (1)      the clause of this Indenture pursuant to which the
         redemption shall occur;

                  (2)      the redemption date;

                  (3)      the principal amount of Notes to be redeemed; and

                  (4)      the redemption price.

                                       43



Section 3.02      Selection of Notes to Be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

                  (1)      if the Notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
         securities exchange on which the Notes are listed; or

                  (2)      if the Notes are not listed on any national
         securities exchange, on a pro rata basis, by lot or by such method as
         the Trustee shall deem fair and appropriate.

         In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

         The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03      Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 11 of this Indenture.

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

                  (1)      the redemption date;

                  (2)      the redemption price;

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

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

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

                                       44



                  (6)      that, unless the Company defaults in making such
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date;

                  (7)      the paragraph of the Notes and/or Section of this
         Indenture pursuant to which the Notes called for redemption are being
         redeemed; and

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

         At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04      Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05      Deposit of Redemption or Purchase Price.

         One Business Day prior to the redemption or purchase price date, the
Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest and Special
Interest, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest and Special Interest, if any, on, all Notes to be redeemed or
purchased.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note
is redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06      Notes Redeemed or Purchased in Part.

         Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

                                       45



Section 3.07      Optional Redemption.

         (a) At any time prior to January 15, 2009, the Company may at its
option redeem all or part of the Notes upon not less than 30 nor more than 60
days' prior notice at a redemption price equal to the greater of (1) 100% of the
principal amount of the Notes being redeemed and (2) as determined by the
Quotation Agent, the sum of the present values of 104% of the principal amount
of the Notes being redeemed, plus all scheduled payments of interest on such
Notes to and including January 15, 2009 (but not including accrued and unpaid
interest to the redemption date), in each case discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate plus 50 basis points, together in each
case with accrued and unpaid interest and Special Interest, if any, to the
applicable redemption date.

         (b) At any time prior to July 15, 2006, the Company may at its option
on any one or more occasions redeem up to 35% of the aggregate principal amount
of Notes issued under this Indenture at a redemption price of 108% of the
principal amount, plus accrued and unpaid interest and Special Interest, if any,
to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that:

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

                  (2)      the redemption occurs within 120 days of the date of
         the closing of such Equity Offering.

         (c) Except pursuant to Sections 3.07(a) or (b) above, the Notes shall
not be redeemable at the Company's option prior to January 15, 2009.

         (d) On or after January 15, 2009, the Company may redeem all or a part
of the Notes upon not less than 30 nor more than 60 days' prior notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Special Interest, if any, on the Notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on January 15 of the years indicated below:

<TABLE>
<CAPTION>
       Year                                           Percentage
       ----                                           ----------
<S>                                                   <C>
2009.........................................          104.000%
2010.........................................          102.667%
2011.........................................          101.333%
2012 and thereafter..........................          100.000%
</TABLE>

         (e) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08      Mandatory Redemption.

         The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

                                       46



Section 3.09      Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall be made to all Holders of Notes, and at the
Company's option, to all holders of other Indebtedness that is pari passu with
the Notes (including, without limitation, the 2008 Notes). The Asset Sale Offer
will remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis,
if applicable) or, if less than the Offer Amount has been tendered, all Notes
and other Indebtedness tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased will be made in the same manner as interest payments are
made.

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

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

                  (1)      that the Asset Sale Offer is being made pursuant to
         this Section 3.09 and Section 4.10 hereof and the length of time the
         Asset Sale Offer will remain open;

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

                  (3)      that any Note not tendered or accepted for payment
         will continue to accrue interest;

                  (4)      that, unless the Company defaults in making such
         payment, any Note accepted for payment pursuant to the Asset Sale Offer
         will cease to accrue interest after the Purchase Date;

                  (5)      that Holders electing to have a Note purchased
         pursuant to an Asset Sale Offer may elect to have Notes purchased in
         integral multiples of $1,000 only;

                  (6)      that Holders electing to have a Note purchased
         pursuant to any Asset Sale Offer will be required to surrender the
         Note, with the form entitled "Option of Holder to Elect Purchase"
         attached to the Note completed, or transfer 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;

                  (7)      that Holders will 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 principal amount of the Note the
         Holder delivered for purchase and a statement that such Holder is
         withdrawing his election to have such Note purchased;

                                       47



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

                  (9)      that Holders whose Notes were purchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered (or transferred by book-entry
         transfer).

         On or before 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 of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. 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 Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

         Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                    ARTICLE 4.
                                    COVENANTS

Section 4.01      Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Special Interest, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and
Special Interest, if any will be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. The Company will pay all Special Interest, if
any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

                                       48



Section 4.02      Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

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

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

Section 4.03      Reports.

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

                  (1)      all quarterly and annual financial information that
         would be required to be contained in a filing with the SEC 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 thereon by the Company's certified
         independent accountants; and

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

         In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Company will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company will at
all times comply with TIA Section 314(a).

         (b) For so long as any Notes remain outstanding, the Company and the
Guarantors will furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04      Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that the Guarantors
are so required under the TIA) shall deliver to the Trustee, within 90 days
after the end of each fiscal year, an Officers' Certificate

                                       49



stating that a review of the activities of the Company and its Restricted
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Company is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Notes is prohibited or
if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

         (c) So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05      Taxes.

         The Company shall pay, and shall cause each of its Restricted
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

Section 4.06      Stay, Extension and Usury Laws.

         The Company and each Guarantor covenant (to the extent that it may
lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each Guarantor (to the extent that it may lawfully do so) hereby expressly waive
all benefit or advantage of any such law, and covenant that they will not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law has been enacted.

Section 4.07      Restricted Payments.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

                                       50



                  (1)      declare or pay any dividend or make any other payment
         or distribution on account of the Company's Equity Interests
         (including, without limitation, any payment in connection with any
         merger or consolidation involving the Company) or to the direct or
         indirect holders of the Company's Equity Interests in their capacity as
         such (other than dividends or distributions payable in Equity Interests
         (other than Disqualified Stock) of the Company);

                  (2)      purchase, redeem or otherwise acquire or retire for
         value (including, without limitation, in connection with any merger or
         consolidation involving the Company) 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 subordinated to the Notes or the Subsidiary
         Guarantee, except a payment of interest or principal at the Stated
         Maturity thereof (other than (x) intercompany Indebtedness permitted
         under Section 4.09(b)(7) hereof and (y) the purchase, repurchase or
         other acquisition of subordinated Indebtedness purchased in
         anticipation of satisfying a payment of principal at the Stated
         Maturity thereof, in each case within one year of such Stated
         Maturity); or

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

                  (2)      the Company could incur at least $1.00 of additional
         Indebtedness pursuant Section 4.09(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 January 30, 2003 (excluding Restricted
         Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8) and (9)
         of Section 4.07(b) hereof), 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 fiscal quarter ended March 29, 2003 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), provided that for the purposes of this clause (A),
                  in the event of a Permitted Spin-Off Transaction, Consolidated
                  Net Income shall thereafter be calculated on a pro forma
                  basis, as if such Permitted Spin-Off Transaction had been
                  consummated on January 30, 2003 plus

                           (B) 100% of the aggregate net cash proceeds received
                  by the Company since January 30, 2003 (i) as a contribution to
                  its common equity capital or from the issue or sale of Equity
                  Interests of the Company (other than Disqualified Stock) or
                  (ii) from the issue or sale of convertible or exchangeable
                  Disqualified Stock or convertible or exchangeable debt
                  securities of the Company upon conversion into or exchange for
                  such Equity Interests (other than Equity Interests (or
                  Disqualified Stock or debt securities) sold to a Subsidiary of
                  the Company), plus

                                       51



                           (C) 100% of the fair market value as of the date of
                  issuance of any Equity Interests (other than Disqualified
                  Stock) issued by the Company as consideration for the purchase
                  by the Company or any of its Restricted Subsidiaries of all or
                  substantially all of the assets of, or a majority of the
                  Voting Stock of, another Permitted Business (including by
                  means of a merger, consolidation or other business combination
                  permitted under this Indenture), plus

                           (D) to the extent that any Restricted Investment that
                  was made after January 30, 2003 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 initial
                  amount of such Restricted Investment, plus

                           (E) to the extent that any Unrestricted Subsidiary of
                  the Company is redesignated as a Restricted Subsidiary after
                  January 30, 2003, 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.

         (b) The provisions of Section 4.07(a) will not prohibit:

                  (1)      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 this
         Indenture;

                  (2)      any Restricted Payments required to complete a
         Permitted Spin-Off Transaction;

                  (3)      the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Restricted Subsidiary or of any Equity Interests of the Company in
         exchange 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 acquisition shall be excluded from Section 4.07(a)(3)(B) hereof;

                  (4)      the defeasance, redemption, repurchase or other
         acquisition of subordinated Indebtedness of the Company or any
         Restricted Subsidiary with the net cash proceeds from an incurrence of
         Permitted Refinancing Indebtedness;

                  (5)      so long as no Default or Event of Default shall have
         occurred and be continuing, the repurchase, redemption or other
         acquisition or retirement for value of any Equity Interests of the
         Company or any Restricted Subsidiary of the Company from employees,
         former employees, directors or former directors of the Company or any
         of its Restricted Subsidiaries or their authorized representatives upon
         the death, disability or termination of the employment of such
         employees or former employees or termination of the term of such
         director or former director; provided that the aggregate price paid for
         all such repurchased, redeemed, acquired or retired Equity Interests
         may not exceed $25.0 million in any twelve-month period; provided
         further that such amount in any calendar year may be increased by an
         amount not to exceed the cash proceeds of key man life insurance
         policies received by the Company and its Restricted Subsidiaries after
         January 30, 2003 less the amount of any Restricted Payments previously
         made pursuant to this proviso;

                                       52



                  (6)      repurchases of Equity Interests deemed to occur upon
         (i) the exercise of stock options if such Equity Interests represent a
         portion of the exercise price thereof and (ii) the withholding of a
         portion of the Equity Interests granted or awarded to an employee to
         pay taxes associated therewith;

                  (7)      the declaration and payment of dividends to holders
         of any class or series of Disqualified Stock of the Company issued in
         accordance with Section 4.09 hereof to the extent such dividends are
         included in the definition of Fixed Charges;

                  (8)      so long as no Default or Event of Default shall have
         occurred and be continuing, the declaration and payment of dividends to
         holders of the Company's common stock in respect of any fiscal quarter
         ending on or prior to March 31, 2005; provided that any such dividends
         declared and paid pursuant to this clause (8) shall not exceed $35.0
         million in any such fiscal quarter; or

                  (9)      so long as no Default or Event of Default shall have
         occurred and be continuing, other Restricted Payments in an aggregate
         amount, when taken together with all other Restricted Payments made
         pursuant to this clause (9), not to exceed $200.0 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 4.07 will be determined by the Board of Directors whose
resolution with respect thereto will be final and binding and will be delivered
to the Trustee.

Section 4.08      Dividend and Other Payment Restrictions Affecting
                  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;

                  (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 in Section 4.08(a) shall not apply to encumbrances
or restrictions existing under or by reason of:

                  (1)      agreements in effect on the date of this Indenture
         and any amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements or refinancings of those
         agreements and any new agreements, provided that the encumbrances or
         restrictions contained in any such amendments, modifications,
         restatements, renewals, increases, supplements, refundings,
         replacements, refinancings or new agreements, taken as a whole, are not
         materially more restrictive than the encumbrances or restrictions
         contained in agreements in place on the date of this Indenture;

                                       53



                  (2)      this Indenture, the 2008 Notes Indenture, the Notes,
         the 2008 Notes, the Subsidiary Guarantees and the 2008 Subsidiary
         Guarantees;

                  (3)      any applicable law, rule, regulation or order;

                  (4)      any instrument governing Indebtedness or Capital
         Stock 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 Indebtedness or Capital Stock was incurred in
         connection with or in contemplation of such acquisition), which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person or the
         property or assets of the Person so acquired, and any amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacements or refinancings of those instruments, provided
         that the encumbrances or restrictions contained in any such amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacements or refinancings, taken as a whole, are not
         materially more restrictive than the encumbrances or restrictions
         contained in instruments in effect on the date of acquisition;

                  (5)      customary non-assignment provisions in leases or
         other agreements 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 that impose restrictions on that
         property of the nature described in Section 4.08(a)(3) hereof;

                  (7)      any agreement for the sale or other disposition
         (including a Permitted Spin-Off Transaction) of a Restricted Subsidiary
         that restricts distributions by that Restricted Subsidiary pending its
         sale or other disposition (including a Permitted Spin-Off Transaction);

                  (8)      Permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness, taken as a whole, are not materially more
         restrictive than those contained in the agreements governing the
         Indebtedness being refinanced;

                  (9)      Liens securing Indebtedness otherwise permitted to be
         incurred under the provisions of Sections 4.12 or 4.16 hereof 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, asset
         sale agreements, stock sale agreements and other similar agreements
         entered into in the ordinary course of business;

                  (11)     Indebtedness of Foreign Subsidiaries permitted to be
         incurred subsequent to the date of this Indenture pursuant to the
         provisions of Section 4.09 hereof;

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

                  (13)     with respect to a Receivables Subsidiary,
         encumbrances and restrictions that are imposed pursuant to a
         Receivables Program of such Receivables Subsidiary; provided that such
         encumbrances and restrictions are customarily required by the
         institutional sponsor or arranger at

                                       54



         the time of entering into such Receivables Program in similar types of
         documents relating to the purchase of similar receivables in connection
         with the financing thereof.

Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall 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 its Restricted Subsidiaries may
incur Indebtedness (including Acquired Debt) 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 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 4.09(a) shall not prohibit the incurrence
of any of the following items of Indebtedness, Disqualified Stock or preferred
stock, as applicable (collectively, "Permitted Debt"):

                  (1)      the incurrence by the Company or any of its
         Restricted Subsidiaries (and the Guarantee thereof by any Restricted
         Subsidiary or the Company, as applicable) of Indebtedness and letters
         of credit under Credit Facilities in an aggregate principal amount at
         any one time outstanding under this clause (1) (with letters of credit
         (other than letters of credit contemplated by Section 4.09(b)(12))
         being deemed to have a principal amount equal to the maximum potential
         liability of the Company and the Restricted Subsidiaries thereunder),
         when taken together with the aggregate principal amount of all
         then-outstanding Indebtedness incurred pursuant to Section 4.09(b)(14),
         not to exceed the greater of:

                           (A) the Designated Amount; or

                           (B) the Borrowing Base as of the date of such
                  incurrence;

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

                  (3)      the incurrence by the Company and the Guarantors of
         Indebtedness represented by (A) the Notes and the related Subsidiary
         Guarantees and the 2008 Notes and the related 2008 Subsidiary
         Guarantees to be issued on the date of this Indenture, and (B) the
         Exchange Notes and the related Subsidiary Guarantee and the 2008
         Exchange Notes and the related 2008 Subsidiary Guarantee to be issued
         pursuant to the Registration Rights Agreement;

                  (4)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by Capital Lease
         Obligations, mortgage financings or purchase money obligations, in each
         case, incurred for the purpose of financing all or any part of the
         purchase price or cost of construction or improvement of property (real
         or personal), plant or equipment (whether through the direct purchase
         of assets or through the purchase of the Capital Stock of any Person
         owning such assets) used in the business of the Company or such
         Restricted Subsidiary, in

                                       55



         an aggregate principal amount at any time outstanding, including all
         Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness incurred pursuant to this clause (4), not to
         exceed the greater of (i) $300.0 million or (ii) 3.0% of the
         Consolidated Net Tangible Assets of the Company and its Restricted
         Subsidiaries;

                  (5)      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 refund,
         refinance or replace Indebtedness (other than intercompany
         Indebtedness) that was permitted by this Indenture to be incurred under
         Section 4.09(a) or clause (2), (3), (4), (5), (12), (13), (17) or (18)
         of this Section 4.09(b);

                  (6)      the incurrence by the Company or any of its
         Restricted Subsidiaries of obligations with respect to letters of
         credit securing obligations entered into in the ordinary course of
         business to the extent such letters of credit are not drawn upon or, if
         drawn upon, such drawing is reimbursed within five Business Days
         following receipt of a demand for reimbursement;

                  (7)      the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness between or among
         the Company and any of its Restricted Subsidiaries; provided, however,
         that:

                           (A) if the Company or a Guarantor is the obligor on
                  such Indebtedness and such Indebtedness is held by a
                  Restricted Subsidiary other than such Guarantor, such
                  Indebtedness must be expressly subordinated to the prior
                  payment in full in cash of all Obligations with respect to the
                  Notes, in the case of the Company, or the Subsidiary
                  Guarantee, in the case of such Guarantor; and

                           (B) (i) any subsequent issuance or transfer of Equity
                  Interests that results in any such Indebtedness 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 to a Person that is not either the Company or a
                  Restricted Subsidiary of the Company shall be deemed, in each
                  case, to constitute an incurrence of such Indebtedness by the
                  Company or such Restricted Subsidiary, as the case may be,
                  that was not permitted by this clause (7);

                  (8)      the issuance of shares of preferred stock by a
         Restricted Subsidiary to the Company or another Restricted Subsidiary;
         provided that any subsequent issuance or transfer of any Capital Stock
         or any other event which, in either case, results in any such
         Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
         other subsequent transfer of any such shares of preferred stock (except
         to the Company or another Restricted Subsidiary) shall be deemed in
         each case to be an issuance of such shares of preferred stock that was
         not permitted by this clause (8);

                  (9)      the incurrence by the Company or any of its
         Restricted Subsidiaries of:

                           (A) Hedging Obligations incurred in the ordinary
                  course of business and not for speculative purposes;

                           (B) Indebtedness in respect of performance, surety or
                  appeal bonds provided in the ordinary course of business; and

                                       56



                           (C) Indebtedness arising from agreements providing
                  for indemnification, adjustment of purchase price or similar
                  obligations of the Company or any of its Restricted
                  Subsidiaries incurred in connection with the disposition of
                  any business, assets or Subsidiary of the Company in an
                  aggregate amount not to exceed the gross proceeds actually
                  received by the Company or any Restricted Subsidiary in
                  connection with such disposition;

                  (10)     the guarantee by the Company or any of its Restricted
         Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary
         of the Company that was permitted to be incurred by another provision
         of this Section 4.09;

                  (11)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by letters of
         credit for the account of the Company or such Restricted Subsidiary, as
         the case may be, in order to provide security for workers' compensation
         claims, environmental remediation or other environmental matters or
         payment obligations in connection with self-insurance or similar
         requirements, in each case to the extent arising in the ordinary course
         of business;

                  (12)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by letters of
         credit pursuant to or made in connection with that certain Insurance
         Allocation and Services Agreement, dated November 27, 2002, between the
         Company and Unisource Worldwide, Inc., in an aggregate principal amount
         at any time outstanding not to exceed $25.0 million;

                  (13)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by industrial
         revenue bonds incurred to finance the construction or improvement of
         their respective operations in an aggregate principal amount at any
         time outstanding pursuant to this clause (13), including all Permitted
         Refinancing Indebtedness incurred to refund, refinance or replace
         Indebtedness incurred pursuant to this clause (13), not to exceed the
         greater of (i) $200.0 million or (ii) 2.0% of the Consolidated Net
         Tangible Assets of the Company and its Restricted Subsidiaries;

                  (14)     the incurrence by any Receivables Subsidiary of
         Indebtedness pursuant to a Receivables Program; provided, however, that
         the aggregate principal amount of Indebtedness incurred pursuant to
         this clause (14) at any one time outstanding, when taken together with
         the aggregate principal amount of all then-outstanding Indebtedness
         incurred pursuant to Section 4.09(b)(1), does not exceed the Designated
         Amount;

                  (15)     the incurrence by the Company or a Restricted
         Subsidiary of Indebtedness to the extent the net proceeds thereof are
         promptly deposited to defease all outstanding Notes as described in
         Article 8 hereof or all outstanding 2008 Notes as described in Article
         8 of the 2008 Notes Indenture;

                  (16)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness arising from the honoring by a
         bank or other financial institution of a check, draft or similar
         institution inadvertently drawn against insufficient funds in the
         ordinary course of business;

                  (17)     the incurrence by any Foreign Subsidiary of
         Indebtedness in an aggregate principal amount at any time outstanding,
         including all Permitted Refinancing Indebtedness incurred to refund,
         refinance or replace any Indebtedness

                                       57



         incurred pursuant to this clause (17), not to exceed $500.0 million;
         and

                  (18)     the incurrence by the Company or any of its
         Restricted Subsidiaries of additional Indebtedness or the issuance of
         Disqualified Stock by the Company or preferred stock by any Restricted
         Subsidiary in an aggregate principal amount or liquidation preference
         (or accreted value, as applicable) at any time outstanding, including
         all Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness incurred pursuant to this clause (18), not to
         exceed $500.0 million.

         (c) For purposes of determining compliance with this Section 4.09:

                  (1)      in the event that an item of proposed Indebtedness
         meets the criteria of more than one of the categories of Permitted Debt
         described in clauses (1) through (18) of Section 4.09(b), or is
         entitled to be incurred pursuant to Section 4.09(a) hereof, the Company
         shall be permitted to classify such item of Indebtedness on the date of
         its incurrence, or, subject to Section 4.09(c)(2) below, later
         reclassify all or a portion of such item of Indebtedness, in any manner
         that complies with this Section 4.09;

                  (2)      Indebtedness under Credit Facilities outstanding on
         the date of this Indenture shall be deemed to have been incurred on
         such date in reliance on the exception provided by Section 4.09(b)(1)
         hereof and Indebtedness under a Receivables Program outstanding on the
         date of this Indenture shall be deemed to have been incurred on such
         date in reliance on the exception provided by Section 4.09(b)(14)
         hereof, and the Company shall not be permitted to reclassify any
         portion of such Indebtedness thereafter;

                  (3)      the outstanding principal amount of any particular
         Indebtedness shall be counted only once and any obligations arising
         under any guarantee, Lien, letter of credit or similar instrument
         supporting such Indebtedness shall not be double counted;

                  (4)      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, and the payment of dividends on Disqualified Stock in the form
         of additional shares of the same class of Disqualified Stock will not
         be deemed to be an incurrence of Indebtedness or an issuance of
         Disqualified Stock for purposes of this Section 4.09; provided, in each
         such case, that the amount thereof is included in Fixed Charges of the
         Company as accrued; and

                  (5)      the maximum amount of Indebtedness that the Company
         or a Restricted Subsidiary may incur pursuant to this Section 4.09 will
         not be deemed to be exceeded, with respect to any outstanding
         Indebtedness, due solely to the result of fluctuations in the exchange
         rates of currencies.

Section 4.10      Asset Sales.

         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, as determined in good faith by
         the Company's Board of Directors, of the assets or Equity Interests
         issued or sold or otherwise disposed of; and

                                       58



                  (2)      at least 75% of the consideration received in the
         Asset Sale by the Company or such Restricted Subsidiary is in the form
         of cash or Replacement Assets, or a combination of both. For purposes
         of this provision, each of the following will be deemed to be cash:

                           (A) any liabilities, as shown on the Company's most
                  recent consolidated balance sheet, of the Company or any
                  Restricted Subsidiary (other than contingent liabilities and
                  liabilities that are by their terms subordinated to the Notes
                  or the Subsidiary Guarantee) that are assumed by the
                  transferee of any such assets pursuant to an agreement that
                  releases the Company or such Restricted Subsidiary from
                  further liability or with respect to which the transferee has
                  granted a full and complete indemnity to the Company or such
                  Restricted Subsidiary;

                           (B) any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are converted by the Company or such
                  Restricted Subsidiary into cash, to the extent of the cash
                  received in that conversion, within 180 days after receipt;
                  and

                           (C) Cash Equivalents.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or any Restricted Subsidiary may apply such Net Proceeds:

                  (1)      to repay Indebtedness and other Obligations under any
         Credit Facility;

                  (2)      to repay (or repurchase) any secured Indebtedness;

                  (3)      to repay (or repurchase) any Indebtedness of a
         Restricted Subsidiary other than a Guarantor;

                  (4)      to repay (or repurchase) any Indebtedness with a
         final Stated Maturity that is prior to the final Stated Maturity of the
         Notes;

                  (5)      to acquire all or substantially all of the assets of,
         or a majority of the Voting Stock of, another Permitted Business
         (including by means of a merger, consolidation or other business
         combination permitted under this Indenture);

                  (6)      to make a capital expenditure; or

                  (7)      to acquire other long-term assets that are used or
         useful in a Permitted Business.

         Pending the final application of any such Net Proceeds, the Company and
any Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest the Net Proceeds in any manner that is not prohibited by this
Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraphs will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall,
within 30 days, make an Asset Sale Offer to all Holders of Notes and, at the
Company's option, to all holders of other Indebtedness that is pari passu with
the Notes (including, without limitation, the 2008 Notes), in accordance with
Section 3.09 hereof, to purchase the maximum principal amount of 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 the principal
amount of

                                       59



the Notes being repurchased plus accrued and unpaid interest and Special
Interest, if any, to the date of purchase, and will be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
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 Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of (1) each
Asset Sale Offer and (2) a Permitted Spin-Off Transaction, the amount of Excess
Proceeds shall be reset at zero.

         The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.09 or 4.10 of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of
such conflict.

Section 4.11      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, when taken as
         a whole, that are no less favorable to the Company or the relevant
         Restricted Subsidiary than those that would have been obtained in a
         comparable transaction by the Company or such Restricted Subsidiary
         with an unrelated Person; and

                  (2)      the Company delivers to the Trustee:

                           (A) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $25.0 million, a resolution of the
                  Board of Directors set forth in an Officers' Certificate
                  certifying that such Affiliate Transaction complies with this
                  Section 4.11 and that such Affiliate Transaction has been
                  approved by a majority of the disinterested members of the
                  Board of Directors; and

                           (B) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $100.0 million, 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 will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a):

                  (1)      any employment, compensation, benefit or
         indemnification agreement or arrangement (and any payments or other
         transactions pursuant thereto) entered into by the Company or any of
         its Restricted Subsidiaries in the ordinary course of business with an
         officer, employee or director and any transactions pursuant to stock
         option plans, stock ownership plans and employee benefit plans or
         arrangements;

                                       60



                  (2)      transactions between or among the Company and/or its
         Restricted Subsidiaries (including any Person that becomes a Restricted
         Subsidiary as a result of any such transaction);

                  (3)      transactions with a Person that is an Affiliate of
         the Company solely because the Company owns an Equity Interest in, or
         controls, such Person;

                  (4)      payment of fees to directors who are not otherwise
         employees of the Company;

                  (5)      sales of Equity Interests (other than Disqualified
         Stock) to Affiliates of the Company;

                  (6)      Restricted Payments that are permitted by Section
         4.07 hereof;

                  (7)      loans or advances to employees or consultants in the
         ordinary course of business of the Company or its Restricted
         Subsidiaries;

                  (8)      transactions between a Receivables Subsidiary and any
         Person in which the Receivables Subsidiary has an Investment or any
         other transactions in connection with a Receivables Program of the
         Company or a Restricted Subsidiary;

                  (9)      a Permitted Spin-Off Transaction and actions taken
         and agreements entered into between or among the Company and its
         Subsidiaries required to complete a Permitted Spin-Off Transaction; and

                  (10)     transactions pursuant to or contemplated by any
         agreement of the Company or any Restricted Subsidiary as in effect as
         of the date of this Indenture or any amendment thereto or any
         replacement agreement so long as any such amendment or replacement
         agreement, taken as a whole, is not materially more disadvantageous to
         the Holders than the original agreement as in effect on the date of
         this Indenture.

Section 4.12      Liens.

         (a) Prior to a Fall Away Event, the Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly create,
incur, assume or suffer to exist any Lien securing Indebtedness, Attributable
Debt or trade payables (other than Permitted Liens) on any asset now owned or
hereafter acquired, unless all payments due under this Indenture and the Notes
are secured on an equal and ratable basis with (or prior to) the obligations so
secured until such time as such obligations are no longer secured by a Lien.

         (b) After a Fall Away Event, the Company shall not, and shall not
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Lien (other than Fall Away Permitted Liens) upon (1) any Principal Property
of the Company or any Restricted Subsidiary, (2) any Equity Interest of a
Restricted Subsidiary or (3) any Indebtedness of a Restricted Subsidiary owed to
the Company or another Restricted Subsidiary, unless the Company secures the
outstanding Notes equally and ratably with (or prior to) all Indebtedness
secured by such Lien.

         (c) Notwithstanding anything to the contrary in this Section 4.12,
after a Fall Away Event, the Company and its Restricted Subsidiaries shall be
permitted to create or assume Liens without complying with Section 4.12(b)
above, provided that the aggregate amount of all Indebtedness of the Company and
its Restricted Subsidiaries that is secured by these Liens (other than (1)
Indebtedness secured solely by Fall Away Permitted Liens, (2) Indebtedness that
is secured equally and ratably with (or on a basis

                                       61



subordinated to) the Notes and (3) the Notes) plus the aggregate amount of all
Attributable Debt of the Company and its Restricted Subsidiaries with respect to
all Sale and Leaseback Transactions outstanding at such time (other than Sale
and Leaseback Transactions permitted by Section 4.16(b) hereof), would not
exceed 10.0% of the Consolidated Net Tangible Assets of the Company and its
Restricted Subsidiaries.

Section 4.13      Business Activities.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than a Permitted Business, except to such
extent as would not be material to the Company and its Restricted Subsidiaries
taken as a whole.

Section 4.14      Corporate Existence.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect:

                  (1)      its corporate existence, and the corporate,
         partnership or other existence of each of its Restricted Subsidiaries,
         in accordance with the respective organizational documents (as the same
         may be amended from time to time) of the Company or any such Restricted
         Subsidiary; and

                  (2)      the rights (charter and statutory), licenses and
         franchises of the Company and its Restricted Subsidiaries; provided,
         however, that the Company shall not be required to preserve any such
         right, license or franchise, or the corporate, partnership or other
         existence of any of its Restricted Subsidiaries, if the Board of
         Directors shall determine that the preservation thereof is no longer
         desirable in the conduct of the business of the Company and its
         Restricted Subsidiaries, taken as a whole, and that the loss thereof is
         not adverse in any material respect to the Holders of the Notes.

Section 4.15      Offer to Repurchase Upon Change of Control.

         (a) Upon the occurrence of a Change of Control, unless the Company has
exercised its right to redeem the Notes as described in Section 3.07 hereof, the
Company will make an offer (a "Change of Control Offer") to each Holder to
repurchase all or any part (equal to $1,000 or an integral multiple of $1,000)
of each Holder's Notes at a repurchase price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and Special
Interest, if any, on the Notes repurchased to the date of purchase (the "Change
of Control Payment"). Within 30 days following any Change of Control, the
Company will mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and stating:

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

                  (2)      the purchase price and the purchase date, which shall
         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");

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

                  (4)      that, unless the Company defaults in the payment of
         the Change of Control Payment, all Notes accepted for payment pursuant
         to the Change of Control Offer will cease to accrue interest after the
         Change of Control Payment Date;

                                       62



                  (5)      that Holders electing to have any Notes purchased
         pursuant to a Change of Control Offer will be required to surrender the
         Notes, with the form entitled "Option of Holder to Elect Purchase"
         attached to the Notes completed, to the Paying Agent at the address
         specified in the notice prior to the close of business on the third
         Business Day preceding the Change of Control Payment Date;

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

                  (7)      that Holders whose Notes are being purchased only in
         part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered, which unpurchased portion
         must be equal to $1,000 in principal amount or an integral multiple
         thereof.

         The Company will 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 Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Section 4.15 of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.15 by virtue of such conflict.

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

                  (1)      accept for payment all Notes or portions thereof
         properly tendered 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 Notes or portions of Notes
         properly tendered; and

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

         The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

         (c) Prior to a Fall Away Event, the provisions described above in this
Section 4.15 that require the Company to make a Change of Control Offer
following a Change of Control will be applicable whether or not any other
provisions of this Indenture are applicable.

         (d) Notwithstanding anything to the contrary in this Section 4.15, the
Company will 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
Section 4.15 and purchases all Notes validly tendered and not withdrawn under
the Change of Control Offer.

                                       63



Section 4.16      Limitation on Sale and Leaseback Transactions.

         (a) Prior to a Fall Away Event, 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:

                  (1)      the Company or that Restricted Subsidiary, as
         applicable, could have (a) incurred Indebtedness in an amount equal to
         the Attributable Debt relating to such Sale and Leaseback Transaction
         under Section 4.09(a) hereof and (b) incurred a Lien to secure such
         Indebtedness pursuant to Section 4.12(a) hereof;

                  (2)      the gross cash proceeds of that Sale and Leaseback
         Transaction are at least equal to the fair market value, as determined
         in good faith by the Board of Directors and set forth in an Officers'
         Certificate delivered to the Trustee, of the property that is the
         subject of that Sale and Leaseback Transaction; and

                  (3)      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 4.10 hereof.

         (b) After a Fall Away Event, the Company shall not, and shall not
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction involving any Principal Property, except for any Sale and Leaseback
Transaction involving a lease not exceeding three years, unless:

                  (1)      the Company or that Restricted Subsidiary, as
         applicable, would be entitled to incur Indebtedness secured by a Lien
         on that Principal Property without equally and ratably securing the
         Notes;

                  (2)      an amount equal to the Attributable Debt of the Sale
         and Leaseback Transaction is applied within 180 days to:

                           (A) the voluntary retirement of any of Indebtedness
                  of the Company or any Restricted Subsidiary maturing more than
                  one year after the date incurred, and which is senior to or
                  pari passu in right of payment with the Notes; or

                           (B) the purchase of other property that will
                  constitute Principal Property having a value at least equal to
                  the net proceeds of the sale; or

                  (3)      the Company or that Restricted Subsidiary, as
         applicable, delivers to the Trustee for cancellation Notes in an
         aggregate principal amount at least equal to the net proceeds of the
         sale.

         (c) Notwithstanding anything to the contrary in this Section 4.16,
after a Fall Away Event, the Company may enter into Sale and Leaseback
Transactions that would not otherwise be permitted under the limitations
described in Section 4.16(b) above, provided that the sum of the aggregate
amount of all Indebtedness of the Company and its Restricted Subsidiaries that
is secured by Liens on any properties or assets of the Company and any
Restricted Subsidiaries (other than (1) Indebtedness secured solely by Fall Away
Permitted Liens, (2) Indebtedness that is secured equally and ratably with (or
on a basis subordinated to) the Notes and (3) the Notes) and the aggregate
amount of all Attributable Debt of the Company and its Restricted Subsidiaries
with respect to all Sale and Leaseback Transactions outstanding at such time
(other than Sale and Leaseback Transactions permitted by Section 4.16(b) above),
would not exceed 10.0% of the Consolidated Net Tangible Assets of the Company
and its Restricted Subsidiaries.

                                       64



Section 4.17      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 Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18      Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors of the Company 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 of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under
Section 4.07(a) hereof 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 4.19      Changes in Covenants when Notes Rated Investment Grade

         If on any date following the date of this Indenture the Notes have an
Investment Grade Rating from both of the Rating Agencies and no Default or Event
of Default has occurred and is continuing (a "Fall Away Event"), then, beginning
on that day and continuing at all times thereafter regardless of any subsequent
changes in the rating of the Notes, Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11,
4.12(a), 4.13, 4.15, 4.16(a), 4.17 and Section 5.01(a)(4) hereof shall no longer
be applicable to the Notes.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation, or Sale of Assets.

         (a) The Company shall not, directly or indirectly: (i) consolidate or
merge with or into another Person (whether or not the Company is the surviving
corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or 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 either (i) a corporation
                  organized or existing under the laws of the United States, any
                  state of the United States or the District of Columbia or (ii)
                  a partnership or limited liability company organized or
                  existing under the laws of the United States, any state of the
                  United States or the District of Columbia that has at least
                  one Restricted Subsidiary that is a corporation organized or
                  existing under the laws of the

                                       65



                  United States, any state of the United States or the District
                  of Columbia, which corporation becomes a co-issuer of the
                  Notes pursuant to a supplemental indenture duly and validly
                  executed by the Trustee;

                  (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
         shall have been made assumes all the obligations of the Company under
         the Notes, this Indenture and the Registration Rights Agreement
         pursuant to agreements reasonably satisfactory to the Trustee;

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

                  (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 would, 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 Section 4.09(a) hereof.

         (b) Notwithstanding Section 5.01(a)(4) hereof, if (1) any Restricted
Subsidiary consolidates with, merges into or transfers all or part of its
properties and assets to the Company or to any other Restricted Subsidiary of
the Company, or (2) the Company merges with an Affiliate incorporated in the
United States primarily for the purpose of reincorporating the Company in
another jurisdiction, then no violation of this Section 5.01 shall be deemed to
have occurred, as long as the requirements of clauses (1), (2) and (3) of
Section 5.01(a) are satisfied.

         (c) The Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. Except for Section 5.01(a)(1)(B) hereof, this
Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and its Restricted
Subsidiaries or to a Permitted Spin-Off Transaction or to any sale, assignment,
transfer, conveyance or other disposition of assets between or among the Company
and any of its Subsidiaries required in connection with a Permitted Spin-Off
Transaction

Section 5.02      Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.

                                       66


                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

         (a) Each of the following is an "Event of Default":

                  (1)      the Company defaults for 30 days in the payment when
         due of interest on, or Special Interest with respect to, the Notes;

                  (2)      the Company defaults in the payment when due (at
         maturity, upon redemption or otherwise) of the principal of, or
         premium, if any, on the Notes;

                  (3)      the Company or any of its Restricted Subsidiaries
         fails to comply with the provisions of Section 4.15 or 5.01 hereof;

                  (4)      the Company or any of its Restricted Subsidiaries
         fails to observe or perform any other covenant, representation,
         warranty or other agreement in this Indenture 60 days after notice to
         the Company by the Trustee or the Holders of at least 25% in aggregate
         principal amount of the Notes then outstanding voting as a single
         class;

                  (5)      a default occurs 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 Significant Subsidiaries (or the payment of which is
         guaranteed by the Company or any of its Significant Subsidiaries),
         whether such Indebtedness or guarantee now exists, or is created after
         the date of this Indenture, if that default:

                           (A) 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

                           (B) results in the acceleration of such Indebtedness
                  prior to its express maturity,

                  and, 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
                  $100.0 million or more and has not been discharged in full or
                  such acceleration rescinded or annulled within 20 days of such
                  Payment Default or acceleration;

                  (6)      failure by the Company or any of its Significant
         Subsidiaries to pay final, non-appealable judgments aggregating in
         excess of $100.0 million, which judgments are not paid, discharged or
         stayed for a period of 60 days;

                  (7)      except as permitted by this Indenture, the Subsidiary
         Guarantees shall be held in any judicial proceeding to be unenforceable
         or invalid or shall cease for any reason to be in full force and effect
         or a Guarantor, or any Person acting on behalf of such Guarantor, shall
         deny or disaffirm its obligations under its Subsidiary Guarantee;

                  (8)      the Company or any of its Significant Subsidiaries or
         any group of Restricted Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary pursuant to or within the meaning
         of Bankruptcy Law:

                                       67



                           (A) commences a voluntary case,

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

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

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

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

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

                           (A) is for relief against the Company or any of its
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary in an involuntary case;

                           (B) appoints a custodian of the Company or any of its
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary or for all or substantially all of the
                  property of the Company or any of its Significant Subsidiaries
                  or any group of Restricted Subsidiaries that, taken as a
                  whole, would constitute a Significant Subsidiary; or

                           (C) orders the liquidation of the Company or any of
                  its Significant Subsidiaries or any group of Restricted
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary;

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

         (b) Upon becoming aware of any Default or Event of Default, the Company
is required to deliver to the Trustee a statement specifying such Default or
Event of Default.

Section 6.02      Acceleration.

         In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01(a) hereof, with respect to the Company or any of its Significant
Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes will become due
and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately.

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all 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, Special Interest or premium that has
become due solely because of the acceleration) have been cured or waived.

                                       68


Section 6.03      Other Remedies.

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

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04      Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the 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 and Special Interest, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. 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 6.05      Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06      Limitation on Suits.

         A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

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

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

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

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

                  (5)      during such 60-day period the Holders of a majority
         in principal amount of the then outstanding Notes do not give the
         Trustee a direction inconsistent with the request.

                                       69


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

Section 6.07      Rights of Holders of Notes to Receive Payment.

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

Section 6.08      Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a)(1) or (2) occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Special Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09      Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10      Priorities.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

                  First:   to the Trustee, its agents and attorneys for amounts
         due under Section 7.07 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

                                       70


                  Second: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, premium and Special Interest, if any, and
         interest, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Notes for principal,
         premium and Special Interest, if any and interest, respectively; and

                  Third:   to the Company or to such party as a court of
         competent jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11      Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01      Duties of Trustee.

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

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

                  (1)      the duties of the Trustee will be determined solely
         by the express provisions of this Indenture and the Trustee need
         perform only those duties that are specifically set forth in this
         Indenture and no others, and no implied covenants or obligations shall
         be read into this Indenture against the Trustee; and

                  (2)      in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, with respect to certificates or opinions
         specifically required to be furnished to it hereunder, the Trustee will
         examine the certificates and opinions to determine whether or not they
         conform to the requirements of this Indenture.

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

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

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                  (2)      the Trustee will not be liable for any error of
         judgment made in good faith by a Responsible Officer, unless it is
         proved that the Trustee was negligent in ascertaining the pertinent
         facts; and

                  (3)      the Trustee will not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

         (e) No provision of this Indenture will require the Trustee to expend
or risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

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

Section 7.02      Rights of Trustee.

         (a) The Trustee may conclusively rely upon any document (whether in
original or facsimile form) believed by it to be genuine and to have been signed
or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel will be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

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

         (d) The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company will be sufficient if
signed by an Officer of the Company.

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

         (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture.

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

Section 7.03      Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04      Trustee's Disclaimer.

         The Trustee will not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05      Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or Special
Interest, if any, or interest on any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06      Reports by Trustee to Holders of the Notes.

         (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA Section 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA Section 313(c).

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

Section 7.07      Compensation and Indemnity.

         (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee

                                       73


promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such
expenses will include the reasonable compensation, disbursements and expenses of
the Trustee's agents and counsel.

         (b) The Company and the Guarantors, jointly and severally, will
indemnify each of the Trustee and any predecessor Trustee against any and all
losses, claims, damages, liabilities or expenses incurred by it arising out of
or in connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, a Guarantor or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense is determined to have been caused by its own
negligence or willful misconduct. The Trustee will notify the Company promptly
of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company will not relieve the Company or the Guarantors of their
obligations hereunder. The Company or a Guarantor will defend the claim and the
Trustee will cooperate in the defense. The Trustee may have separate counsel and
the Company will pay the reasonable fees and expenses of such counsel. Neither
the Company nor any Guarantor need pay for any settlement made without its
consent, which consent will not be unreasonably withheld.

         (c) The obligations of the Company and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture.

         (d) To secure the Company's payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the satisfaction and
discharge of this Indenture.

         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

Section 7.08      Replacement of Trustee.

         (a) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

         (b) The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

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

                  (2)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

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

                                       74


                  (4)      the Trustee becomes incapable of acting.

         (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         (d) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
or the Holders of at least 10% in principal amount of the then outstanding Notes
may petition at the expense of the Company any court of competent jurisdiction
for the appointment of a successor Trustee.

         (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09      Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act will be the successor Trustee.

Section 7.10      Eligibility; Disqualification.

         There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

         This Indenture will always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11      Preferential Collection of Claims Against Company.

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

                                       75


                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      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 8.02 or 8.03 hereof be applied to all outstanding Notes and the
Subsidiary Guarantee upon compliance with the conditions set forth below in this
Article 8.

Section 8.02      Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have been discharged from their obligations with respect to all outstanding
Notes (including the Subsidiary Guarantee) on the date the conditions set forth
below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company and the Guarantors will be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes
(including the Subsidiary Guarantee), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Subsidiary Guarantee
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 will survive until otherwise terminated or
discharged hereunder:

                  (1)      the rights of Holders of outstanding Notes to receive
         payments in respect of the principal of, or interest or premium and
         Special Interest, if any, on such Notes when such payments are due from
         the trust referred to in Section 8.04 hereof;

                  (2)      the Company's obligations with respect to the Notes
         concerning issuing temporary Notes, registration of Notes, mutilated,
         destroyed, lost or stolen Notes and the maintenance of an office or
         agency for payment and money for security payments held in trust;

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

                  (4)      this Section 8.02.

         Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03      Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each Guarantor will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 3.09,
4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof and
clause (4) of Section 5.01(a) hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be

                                       76


deemed "outstanding" for all other purposes hereunder (it being understood that
such Notes will not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes
and Subsidiary Guarantee, the Company and the Guarantors may omit to comply with
and will 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 will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Subsidiary Guarantee will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3) through
6.01(a)(7) hereof will not constitute Events of Default.

Section 8.04      Conditions to Legal or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

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

                  (2)      in the case of an election under Section 8.02 hereof,
the Company has delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that:

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

                           (B) since the date of this Indenture, there has been
                  a change in the applicable 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 Notes will not recognize income, gain or loss for
                  federal income tax purposes as a result of such Legal
                  Defeasance and will 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;

                  (3)      in the case of an election under Section 8.03 hereof,
         the Company must deliver to the Trustee an Opinion of Counsel in the
         United States reasonably acceptable to the Trustee confirming that the
         Holders of the outstanding Notes will not recognize income, gain or
         loss for federal income tax purposes as a result of such Covenant
         Defeasance and will 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;

                                       77


                  (4)      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);

                  (5)      such Legal Defeasance or Covenant Defeasance will not
         result in a breach or violation of, or constitute a default under, any
         material agreement or instrument (other than this Indenture) 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;

                  (6)      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 Notes being defeased over the
         other creditors of the Company with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company or others;
         and

                  (7)      the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for or relating to the Legal Defeasance or the
         Covenant Defeasance have been complied with.

Section 8.05      Deposited Money and Government Securities to be Held in Trust;
                  Other Miscellaneous Provisions.

         Subject to Section 8.06 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 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Special Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 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 Notes.

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will 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 8.04 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
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06      Repayment to 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, premium or Special
Interest, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Special Interest, 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) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to

                                       78


such trust money, and all liability of the Company as trustee thereof, will
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 and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07      Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 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 and each Guarantor's obligations under this
Indenture and the Notes and the Subsidiary Guarantee will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium or Special Interest, if any, or interest on any Note following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantee or the Notes without the consent of any Holder of a Note:

                  (1)      to cure any ambiguity, defect, omission or
         inconsistency;

                  (2)      to provide for uncertificated Notes in addition to or
         in place of certificated Notes or to alter the provisions of Article 2
         hereof (including the related definitions) in a manner that does not
         materially adversely affect any Holder;

                  (3)      to provide for the assumption of the Company's
         obligations to the Holders of the Notes by a successor to the Company
         pursuant to Article 5 hereof;

                  (4)      to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect the legal rights under this Indenture of any Holder of
         the Notes;

                  (5)      to comply with requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the TIA;
         or

                  (6)      to provide for the issuance of Additional Notes in
         accordance with the limitations set forth in this Indenture as of the
         date hereof.

         Upon the 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

                                       79


Trustee of the documents described in Section 7.02 hereof, the Trustee will join
with the Company and the Guarantors 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 contained, but the Trustee will 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 9.02      With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including,
without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Special Interest, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes, including Additional Notes, if any, voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes.) Section 2.08 hereof shall determine which Notes
are considered to be "outstanding" for purposes of this Section 9.02.

         Upon the 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 Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee will
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 will not be obligated to, enter into such
amended or supplemental Indenture.

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

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of 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, will not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the 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 Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

                  (1)      reduce the principal amount of Notes whose Holders
         must consent to an amendment, supplement or waiver;

                  (2)      reduce the principal of or change the fixed maturity
         of any Note or alter or waive any of the provisions with respect to the
         redemption of the Notes except as provided above with respect to
         Sections 3.09, 4.10 and 4.15 hereof;

                                       80


                  (3)      reduce the rate of or change the time for payment of
         interest, including default interest, on any Note;

                  (4)      waive a Default or Event of Default in the payment of
         principal of or premium or Special Interest, if any, or interest on the
         Notes (except a rescission of acceleration of the Notes by the Holders
         of at least a majority in aggregate principal amount of the then
         outstanding Notes and a waiver of the payment default that resulted
         from such acceleration);

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

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

                  (7)      waive a redemption payment with respect to any Note
         (other than a payment required under Section 4.10 or 4.15 hereof);

                  (8)      release a Guarantor from any of its obligations under
         its Subsidiary Guarantee or this Indenture, except in accordance with
         the terms of this Indenture; or

                  (9)      make any change in Section 6.04 or 6.07 hereof or in
         the foregoing amendment and waiver provisions in this Section 9.02.

Section 9.03      Compliance with Trust Indenture Act.

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

Section 9.04      Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its 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.

Section 9.05      Notation on or Exchange of Notes.

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

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

                                       81


Section 9.06      Trustee to Sign Amendments, etc.

         The Trustee will 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. 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
will be provided with and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.

                                  ARTICLE 10.
                              SUBSIDIARY GUARANTEE

Section 10.01.    Subsidiary Guarantee.

         (a) Subject to this Article 10, each Guarantor hereby unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the
Company hereunder or thereunder, that:

                  (1)      the principal of, premium and Special Interest, if
         any, and interest on the Notes will be promptly paid in full when due,
         whether at maturity, by acceleration, redemption or otherwise, and
         interest on the overdue principal of and interest on the Notes, if any,
         if lawful, and all other obligations of the Company to the Holders or
         the Trustee hereunder or thereunder will be promptly paid in full or
         performed, all in accordance with the terms hereof and thereof; and

                  (2)      in case of any extension of time of payment or
         renewal of any Notes or any of such other obligations, that same will
         be promptly paid in full when due or performed in accordance with the
         terms of the extension or renewal, whether at stated maturity, by
         acceleration or otherwise.

         Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, each Guarantor will be obligated to pay the
same immediately. Each Guarantor agrees that this is a guarantee of payment and
not a guarantee of collection.

         (b) Each Guarantor hereby agrees that its obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.

         (c) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, a Guarantor or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or such
Guarantor, any amount paid by either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated
in full force and effect.

                                       82


         (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between such Guarantor, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) will forthwith become due and
payable by such Guarantor for the purpose of this Subsidiary Guarantee.

Section 10.02.    Limitation on Guarantor Liability.

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

Section 10.03.    Execution and Delivery of Subsidiary Guarantee.

         To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof,
each Guarantor hereby agrees that a Subsidiary Guarantee substantially in the
form attached as Exhibit E hereto will be endorsed by an Officer of each
Guarantor and that this Indenture will be executed on behalf of each Guarantor
by one of its Officers.

         Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 10.01 will remain in full force and effect notwithstanding any failure
to endorse such Subsidiary Guarantee.

         If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time a Subsidiary Guarantee is
endorsed, the Subsidiary Guarantee will be valid nevertheless.

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

Section 10.04.    Guarantor May Consolidate, etc., on Certain Terms.

         (a) Except as otherwise provided in Section 10.05 hereof, neither of
the Guarantors shall sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into, any Person that is
(either before or after giving effect to such transaction) an Affiliate of the
Company, unless that Affiliate unconditionally assumes all of the obligations of
such Guarantor pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Trustee, under the Notes, this Indenture, the
Subsidiary Guarantee and the Registration Rights Agreement on the terms set
forth herein or therein.

         (b) Except as otherwise provided in Section 10.05 hereof, neither of
the Guarantors shall sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into, any

                                       83


Person that is not an Affiliate of the Company (whether or not such Guarantor is
the surviving Person) other than the Company unless:

                  (1)      immediately after giving effect to such transaction,
         no Default or Event of Default exists; and

                  (2)      the Net Proceeds of such sale or other disposition
         are applied in accordance with the applicable provisions of this
         Indenture, including without limitation, Section 4.10 hereof.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Affiliate, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by each Guarantor,
such successor Affiliate will succeed to and be substituted for each Guarantor
with the same effect as if it had been named herein as a Guarantor. Such
successor Affiliate thereupon may cause to be signed the Subsidiary Guarantee of
the Notes issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee. The Subsidiary Guarantee so issued will in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantee theretofore and thereafter issued in accordance with the
terms of this Indenture as though the Subsidiary Guarantee had been issued at
the date of the execution hereof.

         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
Section 10.04(b)(2), nothing contained in this Indenture or in any of the Notes
will prevent any consolidation or merger of a Guarantor with or into the
Company, or will prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company.

Section 10.05.    Releases.

         (a) Notwithstanding the provisions of Section 10.04 hereof, a Guarantor
will be released and relieved of any obligations under its Subsidiary Guarantee:

                  (1)      upon the sale or other disposition of all or
         substantially all of the assets of such Guarantor (including by way of
         merger or consolidation) to a Person that is not (either before or
         after giving effect to such transaction) the Company or an Affiliate of
         the Company, if the sale or other disposition complies with Sections
         3.09 and 4.10 hereof;

                  (2)      upon the sale of all of the Capital Stock of such
         Guarantor to a Person that is not (either before or after giving effect
         to such transaction) an Affiliate of the Company, if the sale complies
         with Sections 3.09 and 4.10 hereof;

                  (3)      upon the legal defeasance of the Notes as described
         in Article 8 hereof;

                  (4)      upon (i) the merger of such Guarantor into the
         Company; (ii) the dissolution of such Guarantor into the Company; or
         (iii) the transfer of all or substantially all of the assets of such
         Guarantor to the Company;

                  (5)      upon a Permitted Spin-Off Transaction if the
         Guarantor is no longer a Subsidiary after consummation of the Permitted
         Spin-Off Transaction; or

                  (6)      upon the occurrence of a Fall Away Event.

                                       84


         (b) Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that one of the events
described in Section 10.05(a) has occurred in accordance with the provisions of
this Indenture, the Trustee will execute any documents reasonably required in
order to evidence the release of a Guarantor from its obligations under its
Subsidiary Guarantee.

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01     Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

                  (1)      either:

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

                           (b) all Notes that have not been delivered to the
         Trustee for cancellation have become due and payable by reason of the
         making of a notice of redemption or otherwise or will become due and
         payable within one year and the Company or the Guarantors have
         irrevocably deposited or caused to be deposited with the Trustee as
         trust funds in trust solely for the benefit of the Holders, cash in
         U.S. dollars, non-callable Government Securities, or a combination
         thereof, in such amounts as will be sufficient without consideration of
         any reinvestment of interest, to pay and discharge the entire
         indebtedness on the Notes not delivered to the Trustee for cancellation
         for principal, premium and Special Interest, if any, and accrued
         interest to the date of maturity or redemption;

                  (2)      no Default or Event of Default has occurred and is
         continuing on the date of such deposit or will occur as a result of
         such deposit and such deposit will not result in a breach or violation
         of, or constitute a default under, any other instrument to which the
         Company or a Guarantor is a party or by which the Company or a
         Guarantor is bound;

                  (3)      the Company or a Guarantor has paid or caused to be
         paid all sums payable by it under this Indenture; and

                  (4)      the Company has delivered irrevocable instructions to
         the Trustee under this Indenture to apply the deposited money toward
         the payment of the Notes at maturity or the redemption date, as the
         case may be.

         In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 11.02 and Section 8.06 will
survive. In addition, nothing in this Section 11.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

                                       85


Section 11.02     Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01     Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties will control.

Section 12.02     Notices.

         Any notice or communication by the Company, the Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

         If to the Company and/or either of the Guarantors:

         Georgia-Pacific Corporation
         133 Peachtree Street, N.E.
         Atlanta, Georgia 30348
         Telecopier No.: (404) 230-1611
         Attention: Corporate Secretary

         With a copy to:

         King & Spalding LLP
         191 Peachtree Street, N.E.
         Atlanta, Georgia 30303
         Telecopier No.: (404) 572-5100
         Attention: William R. Spalding

                                       86


         If to the Trustee:

         The Bank of New York
         101 Barclay Street, Floor 8W
         New York, New York 10286
         Telecopier No.: (212) 815-5707
         Attention: Corporate Trust Administration

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

         All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time.

Section 12.03     Communication by Holders of Notes with Other Holders of Notes.

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

Section 12.04     Certificate and Opinion as to Conditions Precedent.

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

                  (1)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which must include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Indenture relating to the proposed action have
         been satisfied; and

                  (2)      an Opinion of Counsel in form and substance
         reasonably satisfactory to the Trustee (which must include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of such counsel, all such conditions precedent and covenants
         have been satisfied.

                                       87


Section 12.05     Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must include:

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

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

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

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

Section 12.06     Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or a Guarantor, as such, will have any liability for
any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Subsidiary Guarantee, or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.

Section 12.08     Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09     No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

                                       88


Section 12.10     Successors.

         All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of a Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05.

Section 12.11     Severability.

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

Section 12.12     Counterpart Originals.

         The parties may sign any number of copies of this Indenture. Each
signed copy will be an original, but all of them together represent the same
agreement.

Section 12.13     Table of Contents, Headings, etc.

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

                         [Signatures on following page]

                                       89


                                   SIGNATURES

Dated as of June 3, 2003
                                     GEORGIA-PACIFIC CORPORATION

                                     By: /s/ James F. Kelley
                                         ---------------------------------------
                                         Name: James F. Kelley
                                         Title: Executive Vice President and
                                                  General Counsel

                                     GUARANTOR:
                                     FORT JAMES CORPORATION

                                     By: /s/ James F. Kelley
                                         ---------------------------------------
                                         Name: James F. Kelley
                                         Title: Executive Vice President and
                                                  General Counsel

                                     GUARANTOR:
                                     FORT JAMES OPERATING COMPANY

                                     By: /s/ James F. Kelley
                                         ---------------------------------------
                                         Name: James F. Kelley
                                         Title: Executive Vice President and
                                                  General Counsel

Attest:

/s/ Joanna B. Apolinsky
----------------------------
Name: Joanna B. Apolinsky
Title: Assistant Secretary

                                     THE BANK OF NEW YORK

                                     By:
                                         ---------------------------------------
                                         Name: MARY LaGUMINA
                                         Title: Vice President

                                       90


                                                                       EXHIBIT A

                                 [Face of Note]
--------------------------------------------------------------------------------
                                                         CUSIP/CINS ____________

                            8% Senior Notes due 2014

No. ___                                                            $____________

                           GEORGIA-PACIFIC CORPORATION

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on January 15, 2014.

Interest Payment Dates: January 15 and July 15

Record Dates: January 1 and July 1

Dated: _______________, 200_

                                  GEORGIA-PACIFIC CORPORATION

                                  By: _________________________________________
                                      Name:
                                      Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee

By: _________________________________
          Authorized Signatory

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

                                      A-1


                                 [Back of Note]
                            8% Senior Notes due 2014

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

         Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                  (1)      INTEREST. Georgia-Pacific Corporation, a Georgia
         corporation (the "Company"), promises to pay interest on the principal
         amount of this Note at 8% per annum from June 3, 2003 until maturity
         and shall pay the Special Interest, if any, payable pursuant to the
         Registration Rights Agreement referred to below. The Company will pay
         interest and Special Interest, if any, semi-annually in arrears on
         January 15 and July 15 of each year, or if any such day is not a
         Business Day, on the next succeeding Business Day (each, an "Interest
         Payment Date"). Interest on the Notes will accrue from the most recent
         date to which interest has been paid or, if no interest has been paid,
         from the date of issuance; provided that if there is no existing
         Default in the payment of interest, and if this Note is authenticated
         between a record date referred to on the face hereof and the next
         succeeding Interest Payment Date, interest shall accrue from such next
         succeeding Interest Payment Date; provided, further, that the first
         Interest Payment Date shall be January 15, 2004. The Company will pay
         interest (including post-petition interest in any proceeding under any
         Bankruptcy Law) on overdue principal and premium, if any, from time to
         time on demand at a rate that is 1% per annum in excess of the rate
         then in effect; it will pay interest (including post-petition interest
         in any proceeding under any Bankruptcy Law) on overdue installments of
         interest and Special Interest, if any, (without regard to any
         applicable grace periods) from time to time on demand at the same rate
         to the extent lawful. Interest will be computed on the basis of a
         360-day year of twelve 30-day months.

                  (2)      METHOD OF PAYMENT. The Company will pay interest on
         the Notes (except defaulted interest) and Special Interest, if any, to
         the Persons who are registered Holders of Notes at the close of
         business on the January 1 or July 1 next preceding the Interest Payment
         Date, even if such Notes are canceled after such record date and on or
         before such Interest Payment Date, except as provided in Section 2.12
         of the Indenture with respect to defaulted interest. The Notes will be
         payable as to principal, premium and Special Interest, if any, and
         interest at the office or agency of the Company maintained for such
         purpose within or without the City and State of New York, or, at the
         option of the Company, payment of interest and Special Interest, if
         any, may be made by check mailed to the Holders at their addresses set
         forth in the register of Holders; provided that payment by wire
         transfer of immediately available funds will be required with respect
         to principal of and interest, premium and Special Interest, if any, on,
         all Global Notes and all other Notes the Holders of which will have
         provided wire transfer instructions to the Company or the Paying Agent.
         Such payment will be in such coin or currency of the United States of
         America as at the time of payment is legal tender for payment of public
         and private debts.

                  (3)      PAYING AGENT AND REGISTRAR. Initially, The Bank of
         New York, the Trustee under the Indenture, will act as Paying Agent and
         Registrar. The Company may change any Paying Agent or Registrar without
         notice to any Holder. The Company or any of its Subsidiaries may act in
         any such capacity.

                                      A-2


                  (4)      INDENTURE. The Company issued the Notes under an
         Indenture dated as of June 3, 2003 (the "Indenture") among the Company,
         each Guarantor and the Trustee. The terms of the Notes include those
         stated in the Indenture and those made part of the Indenture by
         reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
         Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
         Holders are referred to the Indenture and such Act for a statement of
         such terms. To the extent any provision of this Note conflicts with the
         express provisions of the Indenture, the provisions of the Indenture
         shall govern and be controlling. The Notes are unsecured obligations of
         the Company.

                  (5)      OPTIONAL REDEMPTION.

                           (a) Except as set forth in subparagraphs (b) and (c)
         of this Paragraph 5, the Company will not have the option to redeem the
         Notes prior to January 15, 2009. Thereafter, the Company will have the
         option to redeem the Notes, in whole or in part, 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 and Special Interest, if any, thereon to the applicable
         redemption date, if redeemed during the twelve-month period beginning
         on January 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                    Percentage
----                                                    ----------
<S>                                                     <C>
2009..................................................   104.000%
2010..................................................   102.667%
2011..................................................   101.333%
2012 and thereafter...................................   100.000%
</TABLE>

                           (b) Notwithstanding the provisions of subparagraph
         (a) of this Paragraph 5, at any time prior to July 15, 2006, the
         Company may at its option on any one or more occasions redeem up to 35%
         of the aggregate principal amount of Notes issued under the Indenture
         with the net cash proceeds of one or more Equity Offerings at a
         redemption price equal to 108.000% of the principal amount, plus
         accrued and unpaid interest and Special Interest, if any, to the
         redemption date; provided that at least 65% in aggregate principal
         amount of the Notes originally issued under the Indenture remains
         outstanding immediately after the occurrence of such redemption
         (excluding Notes held by the Company and its Subsidiaries); and such
         redemption occurs within 120 days of the date of the closing of such
         Equity Offering.

                           (c) Notwithstanding the provisions of subparagraph
         (a) of this Paragraph 5, at any time prior to January 15, 2009, the
         Company may at its option redeem all or part of the Notes upon not less
         than 30 nor more than 60 days' prior notice at a redemption price equal
         to the greater of (1) 100.000% of the principal amount of the Notes
         being redeemed and (2) as determined by the Quotation Agent, the sum of
         the present values of 104.000% of the principal amount of the Notes
         being redeemed, plus all scheduled payments of interest on such Notes
         to and including January 15, 2009 (but not including accrued and unpaid
         interest to the redemption date), in each case discounted to the
         redemption date on a semi-annual basis (assuming a 360-day year
         consisting of twelve 30-day months) at the Adjusted Treasury Rate plus
         50 basis points, together in each case with accrued and unpaid interest
         and Special Interest, if any, to the applicable redemption date.

                                      A-3


                  (6)      MANDATORY REDEMPTION.

         The Company will not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

                  (7)      REPURCHASE AT OPTION OF HOLDER.

                           (a) Upon the occurrence of a Change of Control,
         unless the Company has exercised its right to redeem the Notes as
         described in Section 3.07 of the Indenture, the Company will be
         required to make an offer (a "Change of Control Offer") to repurchase
         all or any part (equal to $1,000 or an integral multiple thereof) of
         each Holder's Notes at a repurchase price in cash equal to 101% of the
         aggregate principal amount thereof plus accrued and unpaid interest and
         Special Interest thereon, if any, to the date of purchase (the "Change
         of Control Payment"). Within 30 days following any Change of Control,
         the Company will mail a notice to each Holder setting forth the
         procedures governing the Change of Control Offer as required by the
         Indenture.

                           (b) If the Company or any Restricted Subsidiary
         consummates any Asset Sales, within 30 days of each date on which the
         aggregate amount of Excess Proceeds exceeds $50.0 million, the Company
         will commence an offer to all Holders of Notes, and at the Company's
         option, to all holders of other Indebtedness that is pari passu with
         the Notes (including, without limitation, the 2008 Notes) (an "Asset
         Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
         maximum principal amount of Notes and other pari passu Indebtedness
         that may be purchased out of the Excess Proceeds at an offer price in
         cash in an amount equal to 100% of the principal amount thereof plus
         accrued and unpaid interest and Special Interest thereon, if any, to
         the date fixed for the closing of such offer in accordance with the
         procedures set forth in the Indenture. To the extent that the aggregate
         amount of Notes and other pari passu Indebtedness tendered pursuant to
         an Asset Sale Offer is less than the Excess Proceeds, the Company (or
         such Restricted Subsidiary) may use such deficiency for any purpose not
         otherwise prohibited by the Indenture. If the aggregate principal
         amount of Notes and other pari passu Indebtedness surrendered by
         holders thereof exceeds the amount of Excess Proceeds, the Trustee
         shall select the Notes and other pari passu Indebtedness to be
         purchased on a pro rata basis. Holders of Notes that are the subject of
         an offer to purchase will receive an Asset Sale Offer from the Company
         prior to any related purchase date and may elect to have such Notes
         purchased by completing the form entitled "Option of Holder to Elect
         Purchase" attached to this Note.

                  (8)      NOTICE OF REDEMPTION. Notice of redemption will be
         mailed at least 30 days but not more than 60 days before the redemption
         date to each Holder whose Notes are to be redeemed at its registered
         address. Notes in denominations larger than $1,000 may be redeemed in
         part but only in whole multiples of $1,000, unless all of the Notes
         held by a Holder are to be redeemed. On and after the redemption date
         interest ceases to accrue on Notes or portions thereof called for
         redemption.

                  (9)      DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
         registered form without coupons in denominations of $1,000 and integral
         multiples of $1,000. The transfer of Notes may be registered and Notes
         may be exchanged as provided in the Indenture. The Registrar and the
         Trustee may require a Holder, among other things, to furnish
         appropriate endorsements and transfer documents and the Company may
         require a Holder to pay any taxes and fees required by law or permitted
         by the Indenture. The Company need not exchange or register the
         transfer of any Note or portion of a Note selected for redemption,
         except for the unredeemed portion of any Note being redeemed in part.
         Also, the Company need not exchange

                                      A-4


         or register the transfer of any Notes for a period of 15 days before a
         selection of Notes to be redeemed or during the period between a record
         date and the corresponding Interest Payment Date.

                  (10)     PERSONS DEEMED OWNERS. The registered Holder of a
         Note may be treated as its owner for all purposes.

                  (11)     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
         exceptions, the Indenture or the Notes may be amended or supplemented
         with the consent of the Holders of at least a majority in principal
         amount of the then outstanding Notes and Additional Notes, if any,
         voting as a single class, and any existing default or compliance with
         any provision of the Indenture or the Notes may be waived with the
         consent of the Holders of a majority in principal amount of the then
         outstanding Notes and Additional Notes, if any, voting as a single
         class. Without the consent of any Holder of a Note, the Indenture, the
         Subsidiary Guarantee or the Notes may be amended or supplemented to
         cure any ambiguity, defect, omission or inconsistency, to provide for
         uncertificated Notes in addition to or in place of certificated Notes,
         to provide for the assumption of the Company's obligations to Holders
         of the Notes in case of a merger or consolidation or sale of all or
         substantially all of the Company's assets, to make any change that
         would provide any additional rights or benefits to the Holders of the
         Notes or that does not adversely affect the legal rights under the
         Indenture of any such Holder, to comply with the requirements of the
         SEC in order to effect or maintain the qualification of the Indenture
         under the Trust Indenture Act or to provide for the Issuance of
         Additional Notes in accordance with the limitations set forth in the
         Indenture.

                  (12)     DEFAULTS AND REMEDIES. Events of Default include: (i)
         default for 30 days in the payment when due of interest or Special
         Interest on the Notes; (ii) default in payment when due of principal of
         or premium, if any, on the Notes when the same becomes due and payable
         at maturity, upon redemption (including in connection with an offer to
         purchase) or otherwise, (iii) failure by the Company or any of its
         Restricted Subsidiaries to comply with Section 4.15 or 5.01 of the
         Indenture; (iv) failure by the Company or any of its Restricted
         Subsidiaries for 60 days after notice to the Company by the Trustee or
         the Holders of at least 25% in aggregate principal amount of the Notes
         then outstanding voting as a single class to observe or perform any
         covenant, representation, warranty or other agreement in the Indenture;
         (v) a default occurs 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
         Significant Subsidiaries (or the payment of which is guaranteed by the
         Company or any of its Significant Subsidiaries), whether such
         Indebtedness or guarantee now exists, or is created after the date of
         the Indenture, if that default (a) 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 (b)
         results in the acceleration of such Indebtedness prior to its express
         maturity, and, 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 $100.0 million or
         more and has not been discharged in full or such acceleration rescinded
         or annulled within 20 days of such Payment Default or acceleration;
         (vi) certain final judgments for the payment of money that remain
         undischarged for a period of 60 days; (vii) certain events of
         bankruptcy or insolvency with respect to the Company or any of its
         Significant Subsidiaries; and (viii) except as permitted by the
         Indenture, the Subsidiary Guarantee shall be held in any judicial
         proceeding to be unenforceable or invalid or shall cease for any reason
         to be in full force and effect or such Guarantor or any Person acting
         on its behalf shall deny or disaffirm its obligations under a
         Guarantor's Subsidiary Guarantee. If any Event of

                                      A-5


         Default occurs and is continuing, the Trustee or the Holders of at
         least 25% in principal amount of the then outstanding Notes may declare
         all the Notes to be due and payable. Notwithstanding the foregoing, in
         the case of an Event of Default arising from certain events of
         bankruptcy or insolvency, all outstanding Notes will become due and
         payable without further action or notice. Holders may not enforce the
         Indenture or the Notes except as provided in the Indenture. Subject to
         certain limitations, Holders of a majority in principal amount of the
         then outstanding Notes may direct the Trustee in its exercise of any
         trust or power. The Trustee may withhold from Holders of the Notes
         notice of any continuing Default or Event of Default (except a Default
         or Event of Default relating to the payment of principal or interest)
         if it determines that withholding notice is in their interest. The
         Holders of a majority in aggregate principal amount of the Notes then
         outstanding by notice to the Trustee may on behalf of the Holders of
         all of the Notes waive any existing Default or Event of Default and its
         consequences under the Indenture except a continuing Default or Event
         of Default in the payment of interest or premium and Special Interest
         on, or the principal of, the Notes. The Company is required to deliver
         to the Trustee annually a statement regarding compliance with the
         Indenture, and the Company is required upon becoming aware of any
         Default or Event of Default, to deliver to the Trustee a statement
         specifying such Default or Event of Default.

                  (13)     TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
         individual or any other capacity, may make loans to, accept deposits
         from, and perform services for the Company or its Affiliates, and may
         otherwise deal with the Company or its Affiliates, as if it were not
         the Trustee.

                  (14)     NO RECOURSE AGAINST OTHERS. A director, officer,
         employee, incorporator or stockholder, of the Company or a Guarantor,
         as such, will not have any liability for any obligations of the Company
         or the Guarantors under the Notes, the Subsidiary Guarantee or the
         Indenture or for any claim based on, in respect of, or by reason of,
         such obligations or their creation. Each Holder by accepting a Note
         waives and releases all such liability. The waiver and release are part
         of the consideration for the issuance of the Notes.

                  (15)     AUTHENTICATION. This Note will not be valid until
         authenticated by the manual signature of the Trustee or an
         authenticating agent.

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

                  (17)     ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL
         NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
         provided to Holders of Notes under the Indenture, Holders of Restricted
         Global Notes and Restricted Definitive Notes will have all the rights
         set forth in the Registration Rights Agreement dated as of June 3,
         2003, among the Company, the Guarantors and the other parties named on
         the signature pages thereof or, in the case of Additional Notes,
         Holders of Restricted Global Notes and Restricted Definitive Notes will
         have the rights set forth in one or more registration rights
         agreements, if any, among the Company, the Guarantors and the other
         parties thereto, relating to rights given by the Company and the
         Guarantors to the purchasers of any Additional Notes (collectively, the
         "Registration Rights Agreement").

                  (18)     CUSIP NUMBERS. Pursuant to a recommendation
         promulgated by the Committee on Uniform Security Identification
         Procedures, the Company has caused CUSIP numbers to be

                                      A-6


         printed on the Notes and the Trustee may use CUSIP numbers in notices
         of redemption as a convenience to Holders. No representation is made as
         to the accuracy of such numbers either as printed on the Notes or as
         contained in any notice of redemption and reliance may be placed only
         on the other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30348

Attention: Corporate Secretary

                                      A-7


                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

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

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-8


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                   Section 4.10                 Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the 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*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-9


             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                       Principal Amount
                       Amount of decrease    Amount of increase in    of this Global Note       Signature of
                       in Principal Amount      Principal Amount        following such       authorized officer
                               of                      of                  decrease             of Trustee or
Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
----------------        ----------------        ----------------         -------------            ---------
<S>                    <C>                   <C>                      <C>                    <C>
</TABLE>

                                      A-10


                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30348

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

         Re: 8% Senior Notes due 2014

         Reference is hereby made to the Indenture, dated as of June 3, 2003
(the "Indenture"), among Georgia-Pacific Corporation, as issuer (the "Company"),
Fort James Corporation, as guarantor, Fort James Operating Company, as
guarantor, and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

         2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other

                                      B-1


than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

         3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a)      [ ] such Transfer is being effected pursuant to and
         in accordance with Rule 144 under the Securities Act;

                                       or

                  (b)      [ ] such Transfer is being effected to the Company or
         a subsidiary thereof;

                                       or

                  (c)      [ ] such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                  (d)      [ ] such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies that
         it has not engaged in any general solicitation within the meaning of
         Regulation D under the Securities Act and the Transfer complies with
         the transfer restrictions applicable to beneficial interests in a
         Restricted Global Note or Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         D to the Indenture and (2) if such Transfer is in respect of a
         principal amount of Notes at the time of transfer of less than
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), to the effect that such Transfer is in compliance with
         the Securities Act. Upon consummation of the proposed transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the IAI
         Global Note and/or the Definitive Notes and in the Indenture and the
         Securities Act.

         4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

         (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of

                                      B-2


the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                          ______________________________________
                                               [Insert Name of Transferor]

                                         By: ___________________________________
                                          Name:
                                          Title:

Dated: _______________________

                                      B-3


                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                    (a) [ ]  a beneficial interest in the:

                       (i)   [ ] 144A Global Note (CUSIP _________), or

                       (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                       (iii) [ ] IAI Global Note (CUSIP _________); or

                    (b) [ ]  a Restricted Definitive Note.

         2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                    (a) [ ]  a beneficial interest in the:

                       (i)   [ ]  144A Global Note (CUSIP _________), or

                       (ii)  [ ]  Regulation S Global Note (CUSIP _________), or

                       (iii) [ ]  IAI Global Note (CUSIP _________); or

                       (iv)  [ ]  Unrestricted Global Note (CUSIP _________); or

                    (b)   [ ]  a Restricted Definitive Note; or

                    (c)   [ ]  an Unrestricted Definitive Note,

                       in accordance with the terms of the Indenture.

                                      B-4


                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30348

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

         Re: 8% Senior Notes due 2014

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of June 3, 2003
(the "Indenture"), among Georgia-Pacific Corporation, as issuer (the "Company"),
Fort James Corporation, as guarantor, Fort James Operating Company, as
guarantor, and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

                                      C-1


         (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [ ]144A Global Note, [ ]Regulation S Global Note, [ ]IAI Global Note
with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

                                      C-2


         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                              __________________________________
                                                 [Insert Name of Transferor]

                                              By: ______________________________
                                                  Name:
                                                  Title:

Dated: ______________________

                                      C-3


                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30348

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

         Re: 8% Senior Notes due 2014

         Reference is hereby made to the Indenture, dated as of June 3, 2003
(the "Indenture"), among Georgia-Pacific Corporation, as issuer (the "Company"),
Fort James Corporation and Fort James Operating Company, as guarantors, and The
Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) [ ]       a beneficial interest in a Global Note, or

         (b) [ ]       a Definitive Note,

         we confirm that:

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

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Notes, at the time of transfer
of less than $250,000, an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
Person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.
                                      D-1


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

         4.       We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

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

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

                                     ___________________________________________
                                        [Insert Name of Accredited Investor]

                                     By: _______________________________________
                                         Name:
                                         Title:

Dated: _______________________

                                      D-2


                                                                       EXHIBIT E

                          FORM OF SUBSIDIARY GUARANTEE

         For value received, the Guarantors (which term includes any successor
Person under the Indenture) have unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, dated as
of June 3, 2003 (the "Indenture"), among Georgia-Pacific Corporation (the
"Company"), Fort James Corporation ("Fort James") and Fort James Operating
Company ("Fort James Operating Co.", and together with Fort James, the
"Guarantors") as guarantors, and The Bank of New York, as trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium and
Special Interest, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of each Guarantor to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided, however, that the Indebtedness evidenced by
this Subsidiary Guarantee shall cease to be so subordinated and subject in right
of payment upon any defeasance of this Note in accordance with the provisions of
the Indenture.

                                              [NAME OF GUARANTORS]

                                              By: ______________________________
                                              Name:
                                              Title:

                                      E-1


                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guarantor"), a
subsidiary of Georgia-Pacific Corporation (or its permitted successor), a
Georgia corporation (the "Company"), and The Bank of New York, as trustee under
the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of June 3, 2003 providing for
the issuance of an aggregate principal amount of up to $150.0 million of 8%
Senior Notes due 2014 (the "Notes") plus any Additional Notes issued from time
to time as permitted under the Indenture;

         WHEREAS, the Indenture provides that under certain circumstances the
Guarantor shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantor shall unconditionally guarantee all of the
Company's Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

         1.       CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.       AGREEMENT TO GUARANTEE. The Guarantor hereby agrees as
follows:

                           (a)      To Guarantee to each Holder of a Note
                  authenticated and delivered by the Trustee and to the Trustee
                  and its successors and assigns, the Notes or the obligations
                  of the Company hereunder or thereunder, that:

                           (i)      the principal of, and premium and Special
                  Interest, if any, and interest on the Notes will be promptly
                  paid in full when due, whether at maturity, by acceleration,
                  redemption or otherwise, and interest on the overdue principal
                  of and interest on the Notes, if any, if lawful, and all other
                  obligations of the Company to the Holders or the Trustee
                  hereunder or thereunder will be promptly paid in full or
                  performed, all in accordance with the terms hereof and under
                  the Indenture; and

                           (ii)     in case of any extension of time of payment
                  or renewal of any Notes or any of such other obligations, that
                  same will be promptly paid in full when due or performed in
                  accordance with the terms of the extension or renewal, whether
                  at stated maturity, by acceleration or otherwise. Failing
                  payment when due of any amount so guaranteed or any
                  performance so guaranteed for whatever reason, the Guarantor
                  shall be obligated to pay the same immediately.

                                      E-2


                           (b)      The obligations hereunder shall be
                  unconditional, irrespective of the validity, regularity or
                  enforceability of the Notes or the Indenture, the absence of
                  any action to enforce the same, any waiver or consent by any
                  Holder of the Notes with respect to any provisions hereof or
                  thereof, the recovery of any judgment against the Company, any
                  action to enforce the same or any other circumstance which
                  might otherwise constitute a legal or equitable discharge or
                  defense of the Guarantor.

                           (c)      The following is hereby waived: diligence,
                  presentment, demand of payment, filing of claims with a court
                  in the event of insolvency or bankruptcy of the Company, any
                  right to require a proceeding first against the Company,
                  protest, notice and all demands whatsoever.

                           (d)      This Subsidiary Guarantee shall not be
                  discharged except by complete performance of the obligations
                  contained in the Notes and the Indenture, and the Guarantor
                  accepts all obligations of the Guarantor under the Indenture.

                           (e)      If any Holder or the Trustee is required by
                  any court or otherwise to return to the Company, the
                  Guarantor, or any custodian, trustee, liquidator or other
                  similar official acting in relation to either the Company or
                  the Guarantor, any amount paid by either to the Trustee or
                  such Holder, this Subsidiary Guarantee, to the extent
                  theretofore discharged, shall be reinstated in full force and
                  effect.

                           (f)      The Guarantor shall not be entitled to any
                  right of subrogation in relation to the Holders in respect of
                  any obligations guaranteed hereby until payment in full of all
                  obligations guaranteed hereby.

                           (g)      As between the Guarantor, on the one hand,
                  and the Holders and the Trustee, on the other hand, (x) the
                  maturity of the obligations guaranteed hereby may be
                  accelerated as provided in Article 6 of the Indenture for the
                  purposes of this Subsidiary Guarantee, notwithstanding any
                  stay, injunction or other prohibition preventing such
                  acceleration in respect of the obligations guaranteed hereby,
                  and (y) in the event of any declaration of acceleration of
                  such obligations as provided in Article 6 of the Indenture,
                  such obligations (whether or not due and payable) shall
                  forthwith become due and payable by the Guarantor for the
                  purpose of this Subsidiary Guarantee.

                           (h)      Pursuant to Section 10.02 of the Indenture,
                  after giving effect to any maximum amount and all other
                  contingent and fixed liabilities that are relevant under any
                  applicable Bankruptcy or fraudulent conveyance laws, this new
                  Subsidiary Guarantee shall be limited to the maximum amount
                  permissible such that the obligations of the Guarantor under
                  this Subsidiary Guarantee will not constitute a fraudulent
                  transfer or conveyance.

         3.       EXECUTION AND DELIVERY. The Guarantor agrees that the
Subsidiary Guarantee shall remain in full force and effect notwithstanding any
failure to endorse such Subsidiary Guarantee.

         4.       GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                           (a)      Except as otherwise provided in Section
                  10.05 of the Indenture, the Guarantor shall not sell or
                  otherwise dispose of all or substantially all of its assets
                  to, or consolidate with or merge with or into, any Person that
                  is (either before or after giving effect to such transaction)
                  an Affiliate of the Company, unless that Affiliate

                                      E-3


                  unconditionally assumes all of the obligations of the
                  Guarantor pursuant to a supplemental indenture in form and
                  substance reasonably satisfactory to the Trustee, under the
                  Notes, the Indenture, the Subsidiary Guarantee and the
                  Registration Rights Agreement on the terms set forth therein.

                           (b)      Except as otherwise provided in Section
                  10.05 of the Indenture, the Guarantor shall not sell or
                  otherwise dispose of all or substantially all of its assets
                  to, or consolidate with or merge with or into, any Person that
                  is not an Affiliate of the Company (whether or not the
                  Guarantor is the surviving Person) other than the Company,
                  unless:

                           (i)      immediately after giving effect to such
                  transaction, no Default or Event of Default exists; and

                           (ii)     the Net Proceeds of such sale or other
                  disposition are applied in accordance with the applicable
                  provisions of the Indenture, including without limitation,
                  Section 4.10 of the Indenture.

                           In case of any such consolidation, merger, sale or
                  conveyance and upon the assumption by the successor Affiliate,
                  by supplemental indenture, executed and delivered to the
                  Trustee and satisfactory in form to the Trustee, of the
                  Subsidiary Guarantee and the due and punctual performance of
                  all of the covenants and conditions of the Indenture to be
                  performed by the Guarantor, such successor Affiliate will
                  succeed to and be substituted for the Guarantor with the same
                  effect as if it had been named therein as the Guarantor. Such
                  successor Affiliate thereupon may cause to be signed the
                  Subsidiary Guarantee of the Notes issuable hereunder which
                  theretofore shall not have been signed by the Company and
                  delivered to the Trustee. The Subsidiary Guarantee so issued
                  will in all respects have the same legal rank and benefit
                  under the Indenture as the Subsidiary Guarantee theretofore
                  and thereafter issued in accordance with the terms of the
                  Indenture as though the Subsidiary Guarantee had been issued
                  at the date of the execution thereof.

                           Except as set forth in Articles 4 and 5 hereof, and
                  notwithstanding Section 5(b)(ii), nothing contained in the
                  Indenture or in any of the Notes will prevent any
                  consolidation or merger of the Guarantor with or into the
                  Company, or will prevent any sale or conveyance of the
                  property of the Guarantor as an entirety or substantially as
                  an entirety to the Company.

         5.       RELEASES.

                           (a)      Notwithstanding the provisions of Section
                  10.04 of the Indenture, the Guarantor will be released and
                  relieved of any obligations under its Subsidiary Guarantee:

                           (i)      upon the sale or other disposition of all or
                  substantially all of the assets of the Guarantor (including by
                  way of merger or consolidation) to a Person that is not
                  (either before or after giving effect to such transaction) the
                  Company or an Affiliate of the Company, if the sale or other
                  disposition complies with Sections 3.09 and 4.10 of the
                  Indenture;

                           (ii)     upon the sale of all of the Capital Stock of
                  the Guarantor to a Person that is not (either before or after
                  giving effect to such transaction) an Affiliate of the
                  Company, if the sale complies with Sections 3.09 and 4.10 of
                  the Indenture;

                                      E-4


                           (iii)    upon the legal defeasance of the Notes as
                  described in Article 8 of the Indenture;

                           (iv)     upon (a) the merger of the Guarantor into
                  the Company; (b) the dissolution of the Guarantor into the
                  Company; or (c) the transfer of all or substantially all of
                  the assets of the Guarantor to the Company;

                           (v)      upon a Permitted Spin-Off Transaction if the
                  Guarantor is no longer a Subsidiary after consummation of the
                  Permitted Spin-Off Transaction; or

                           (vi)     upon the occurrence of a Fall Away Event.

                           Upon delivery by the Company to the Trustee of an
                  Officers' Certificate and an Opinion of Counsel to the effect
                  that one of the events described in this Section 5 has
                  occurred in accordance with the provisions of the Indenture,
                  the Trustee will execute any documents reasonably required in
                  order to evidence the release of the Guarantor from its
                  obligations under its Subsidiary Guarantee.

         6.       NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guarantor, as such, shall have any liability for any obligations of the Company
or the Guarantor under the Notes, the Subsidiary Guarantee, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

         7.       NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

         8.       COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

         9.       EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         10.      THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guarantor and the Company.

                                      E-5



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

Dated: _______________, 20___

                                      [GUARANTOR]

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      GEORGIA-PACIFIC CORPORATION

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      [EXISTING GUARANTORS]

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      THE BANK OF NEW YORK,
                                      as Trustee

                                      By: ______________________________________
                                          Authorized Signatory

                                      E-6


                                                                    EXHIBIT 10.2

                           GEORGIA-PACIFIC CORPORATION

                    $350,000,000 7 3/8% SENIOR NOTES DUE 2008
                      $150,000,000 8% SENIOR NOTES DUE 2014

                      UNCONDITIONALLY GUARANTEED AS TO THE
             PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
                             FORT JAMES CORPORATION
                                       AND
                          FORT JAMES OPERATING COMPANY

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

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                    June 3, 2003

Banc of America Securities LLC,
Citigroup Global Markets Inc.,
Goldman, Sachs & Co.,
UBS Warburg LLC,
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement
       c/o Banc of America Securities LLC
          9 West 57th Street
          New York, New York 10019

Ladies and Gentlemen:

         Georgia-Pacific Corporation, a Georgia corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 7 3/8% Senior Notes
due 2008 (the "2008 Notes") and 8% Senior Notes due 2014 (the "2014 Notes"),
which are unconditionally guaranteed by Fort James Corporation, a Virginia
corporation ("Fort James"), and Fort James Operating Company, a Virginia
corporation ("Fort James Operating Co."). As an inducement to the Purchasers to
enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company agrees with the Purchasers
for the benefit of Holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:

         1.       Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indentures, without giving effect
to the provisions of this Exchange and Registration Rights Agreement.




         "Broker-dealer" shall mean any broker or dealer registered with the
Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
initially issued.

         "Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.

         "Effective Time," in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.

         "Electing Holder" shall mean any Holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
Section 2(a) hereof.

         "Holder" shall mean each of the Purchasers and other Persons who
acquire Registrable Securities from time to time (including any successors or
assigns), in each case for so long as such Person owns any Registrable
Securities.

         "Indentures" shall mean the 2008 Note Indenture and the 2014 Note
Indenture.

         "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A-1
hereto, in the case of the 2008 Notes, and Exhibit A-2 hereto, in the case of
the 2014 Notes.

         "Person" shall mean a corporation, association, partnership, limited
liability company, organization, business, individual, government or political
subdivision thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of May
21, 2003, among the Purchasers, the Company, Fort James and Fort James Operating
Co., relating to the Securities.

                                       2



         "Purchasers" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Security that, pursuant to the
last two sentences of Section 2(a) hereof, is included in a prospectus for use
in connection with resales by Broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 hereof until resale of such
Registrable Security has been effected within the 180-day period referred to in
Section 2(a)(4) hereof); (ii) in the circumstances contemplated by Section 2(b)
hereof, a Shelf Registration Statement registering such Security under the
Securities Act has been declared or becomes effective and such Security has been
sold or otherwise transferred by the Holder thereof pursuant to and in a manner
contemplated by such effective Shelf Registration Statement; (iii) such Security
is sold pursuant to Rule 144 under circumstances in which any legend borne by
such Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indentures; (iv) such Security is eligible to be sold pursuant to paragraph (k)
of Rule 144; or (v) such Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
hereof.

         "Restricted Holder" shall mean (i) a Holder that is an affiliate of the
Company within the meaning of Rule 405; (ii) a Holder who acquires Exchange
Securities outside the ordinary course of such Holder's business; (iii) a Holder
who has arrangements or understandings with any Person to participate in the
Exchange Offer for the purpose of distributing Exchange Securities; and (iv) a
Holder that is a Broker-dealer, but only with respect to Exchange Securities
received by such Broker-dealer pursuant to the Exchange Offer in exchange for
Registrable Securities acquired by the Broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time.

         "Securities" shall mean, collectively, the 2008 Notes and the 2014
Notes of the Company to be issued and sold to the Purchasers, and securities
issued in exchange therefor or in lieu thereof pursuant to the Indentures. Each
Security is entitled to the benefit of the guarantees provided for in the
Indentures (the "Guarantees") and, unless the context otherwise requires, any
reference herein to a "Security," an "Exchange Security" or a "Registrable
Security" shall include a reference to the related Guarantee.

         "Securities Act" shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
2(b) hereof.

                                       3



         "Shelf Registration Statement" shall have the meaning assigned thereto
in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
2(c) hereof.

         "Trustees" shall mean the 2008 Note Trustee and the 2014 Note Trustee.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.

         "2008 Note Indenture" shall mean the Indenture, dated as of June 3,
2003, among the Company, Fort James, Fort James Operating Co. and The Bank of
New York, as trustee, pursuant to which the 2008 Notes are being issued, as the
same shall be amended from time to time.

         "2014 Note Indenture" shall mean the Indenture, dated as of June 3,
2003, among the Company, Fort James, Fort James Operating Co. and The Bank of
New York, as trustee, pursuant to which the 2014 Notes are being issued, as the
same shall be amended from time to time.

         "2008 Note Trustee" shall mean trustee under the 2008 Note Indenture
and the trustee (if any) under any indenture governing the Exchange Securities.

         "2014 Note Trustee" shall mean trustee under the 2014 Note Indenture
and the trustee (if any) under any indenture governing the Exchange Securities.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         2.       Registration Under the Securities Act.

                  (a)      Except as set forth in Section 2(b) below, the
         Company, Fort James and Fort James Operating Co. agree to file under
         the Securities Act, as soon as practicable, but no later than 90 days
         after the Closing Date, a registration statement relating to an offer
         to exchange (such registration statement, the "Exchange Registration
         Statement", and such offer, the "Exchange Offer") any and all of the
         Securities for a like aggregate principal amount of debt securities
         issued by the Company and guaranteed, jointly and severally, by Fort
         James and Fort James Operating Co., which debt securities and
         guarantees are substantially identical to the Securities and the
         related Guarantees, respectively (and are entitled to the benefits of a
         trust indenture which is substantially identical to the 2008 Note
         Indenture or the 2014 Note Indenture, as applicable, or is the 2008
         Note Indenture or the 2014 Note Indenture, as applicable, and which has
         been qualified under the Trust Indenture Act), except that such new
         debt securities have been registered pursuant to an effective
         registration statement under the Securities Act and do not contain
         provisions for the additional interest contemplated in Section 2(c)
         below (such new debt securities hereinafter called "Exchange
         Securities"). The Company, Fort James and Fort James Operating Co.
         agree to use their reasonable best efforts to cause

                                       4



         the Exchange Registration Statement to become effective under the
         Securities Act as soon as practicable, but no later than 180 days after
         the Closing Date. The Exchange Offer will be registered under the
         Securities Act on the appropriate form and will comply with all
         applicable tender offer rules and regulations under the Exchange Act.
         The Company, Fort James and Fort James Operating Co. further agree to
         use their reasonable best efforts to commence and complete the Exchange
         Offer promptly, but no later than 30 business days (or such longer
         period as may be required by federal securities law) after the
         Effective Time of such Exchange Registration Statement, hold the
         Exchange Offer open for at least 30 days and exchange Exchange
         Securities for all Registrable Securities that have been properly
         tendered and not withdrawn on or prior to the expiration of the
         Exchange Offer. The Exchange Offer will be deemed to have been
         "completed" only if the Exchange Securities and the related guarantees
         received by Holders other than Restricted Holders in the Exchange Offer
         for Registrable Securities are, upon receipt, transferable by each such
         Holder without restriction under the Securities Act and the Exchange
         Act and without material restrictions under the blue sky or securities
         laws of a substantial majority of the States of the United States of
         America. The Exchange Offer shall be deemed to have been completed upon
         the earlier to occur of (i) the Company having exchanged the Exchange
         Securities for all outstanding Registrable Securities pursuant to the
         Exchange Offer and (ii) the Company having exchanged, pursuant to the
         Exchange Offer, Exchange Securities for all Registrable Securities that
         have been properly tendered and not withdrawn before the expiration of
         the Exchange Offer, which shall be on a date that is not less than 30
         days following the commencement of the Exchange Offer. The Company,
         Fort James and Fort James Operating Co. agree (x) to include in the
         Exchange Registration Statement a prospectus for use in any resales by
         any Holder of Exchange Securities that is a Broker dealer and (y) to
         keep such Exchange Registration Statement effective for a period (the
         "Resale Period") beginning at the Effective Time of such Exchange
         Registration Statement and ending upon the earlier of the expiration of
         the 180th day after the Exchange Offer has been completed or such time
         as such Broker-dealers no longer own any Registrable Securities. With
         respect to such Exchange Registration Statement, such Holders shall
         have the benefit of the rights of indemnification and contribution set
         forth in Sections 6(a), (c), (d) and (e) hereof.

                  (b)      If (i) the Company, Fort James and Fort James
         Operating Co. are not required to file the Exchange Registration
         Statement, (ii) the Company, Fort James and Fort James Operating Co.
         are not permitted to consummate the Exchange Offer because it is not
         permitted by applicable law or Commission policy, or (iii) any Holder
         of Registrable Securities provides written notice to the Company at any
         time prior to the 20th day following the consummation of the Exchange
         Offer that (A) such Holder is prohibited under applicable law or under
         the rules, regulations or policies of the Commission from participating
         in the Exchange Offer, (B) it may not resell Exchange Securities
         acquired by such Holder in the Exchange Offer without delivering a
         prospectus and the prospectus contained in the Exchange Registration
         Statement is not appropriate or available for such resale, or (C) it is
         a Broker-dealer and it holds securities acquired directly from the
         Company or an affiliate of the Company, the Company, Fort James and
         Fort James Operating Co. shall, in lieu of (or, in the case of clause
         (iii), in addition to) conducting the Exchange Offer contemplated by
         Section 2(a) hereof, file under the Securities Act as soon as
         practicable, but no later than 60 days after the time such obligation
         to file arises, a "shelf" registration statement under the Securities
         Act providing for the registration of, and the sale on a continuous or
         delayed basis by the Holders of, all of the Registrable Securities,
         pursuant to Rule 415 or any similar rule that

                                       5



         may be adopted by the Commission (such filing, the "Shelf Registration"
         and such registration statement, the "Shelf Registration Statement").
         The Company, Fort James and Fort James Operating Co. agree to use their
         reasonable best efforts (x) to cause the Shelf Registration Statement
         to become or be declared effective no later than 150 days after the
         obligation to file such Shelf Registration Statement arises and,
         subject to Section 2(f) hereof, to keep such Shelf Registration
         Statement continuously effective for a period ending on the earlier of
         the second anniversary of the Effective Time or such time as any
         Registrable Securities registered under the Shelf Registration
         Statement cease to be Registrable Securities as defined in this
         Exchange and Registration Rights Agreement, provided, however, that no
         Holder shall be entitled to be named as a selling securityholder in the
         Shelf Registration Statement or to use the prospectus forming a part
         thereof for resales of Registrable Securities unless such Holder is an
         Electing Holder, and (y) after the Effective Time of the Shelf
         Registration Statement, promptly upon the request of any Holder of
         Registrable Securities registered under the Shelf Registration
         Statement that is not then an Electing Holder, to take any action
         reasonably necessary to enable such Holder to use the prospectus
         forming a part of the Shelf Registration Statement for resales of
         Registrable Securities, including, without limitation, any action
         necessary to identify such Holder as a selling securityholder in the
         Shelf Registration Statement, provided, however, that nothing in this
         clause (y) shall relieve any such Holder of the obligation to return a
         completed and signed Notice and Questionnaire to the Company in
         accordance with Section 3(d)(iii) hereof. Subject to Section 2(f)
         hereof, the Company, Fort James and Fort James Operating Co. further
         agree to supplement or make amendments to the Shelf Registration
         Statement, as and when required by the rules, regulations or
         instructions applicable to the registration form used by the Company
         for such Shelf Registration Statement or by the Securities Act or rules
         and regulations thereunder for shelf registration, and the Company
         agrees to furnish to each Electing Holder copies of any such supplement
         or amendment prior to its being used or promptly following its filing
         with the Commission.

                  (c)      In the event that (i) the Company, Fort James and
         Fort James Operating Co. have not filed the Exchange Registration
         Statement or Shelf Registration Statement on or before the date on
         which such registration statement is required to be filed pursuant to
         Section 2(a) or 2(b) hereof, respectively, or (ii) such Exchange
         Registration Statement or Shelf Registration Statement has not become
         effective or been declared effective by the Commission on or before the
         date on which such registration statement is required to become or be
         declared effective pursuant to Section 2(a) or 2(b) hereof,
         respectively, or (iii) the Exchange Offer has not been completed within
         30 business days after the Effective Time of the Exchange Registration
         Statement relating to the Exchange Offer (if the Exchange Offer is then
         required to be made) or (iv) any Exchange Registration Statement or
         Shelf Registration Statement required by Section 2(a) or 2(b) hereof is
         filed and declared effective but shall thereafter either be withdrawn
         by the Company or shall become subject to an effective stop order
         issued pursuant to Section 8(d) of the Securities Act suspending the
         effectiveness of such registration statement (except as specifically
         permitted herein) without being succeeded immediately by an additional
         registration statement filed and declared effective (each such event
         referred to in clauses (i) through (iv), a "Registration Default" and
         each period during which a Registration Default has occurred and is
         continuing, a "Registration Default Period"), then, as liquidated
         damages for such Registration Default, subject to the provisions of
         Section 9(b) hereof, special interest ("Special Interest"), in addition
         to the Base Interest, shall accrue at a per annum rate of 0.25% for the
         first 90 days of the Registration Default

                                       6



         Period, at a per annum rate of 0.50% for the second 90 days of the
         Registration Default Period, at a per annum rate of 0.75% for the third
         90 days of the Registration Default Period and at a per annum rate of
         1.0% thereafter for the remaining portion of the Registration Default
         Period.

                  (d)      The Company shall take, and shall cause Fort James
         and Fort James Operating Co. to take, all actions necessary to ensure
         that the transactions contemplated herein are effected as so
         contemplated, including all actions necessary to register the
         Guarantees under the registration statement contemplated in Section
         2(a) or 2(b) hereof, as applicable.

                  (e)      Any reference herein to a registration statement as
         of any time shall be deemed to include any document incorporated, or
         deemed to be incorporated, therein by reference as of such time and any
         reference herein to any post-effective amendment to a registration
         statement as of any time shall be deemed to include any document
         incorporated, or deemed to be incorporated, therein by reference as of
         such time.

                  (f)      Notwithstanding any other provisions of this Exchange
         and Registration Rights Agreement (but subject to the further
         provisions of this Section 2(f)), the Company may for valid business
         reasons, including, without limitation, a potential acquisition,
         divestiture of assets or other material corporate event or transaction,
         issue a notice to Holders of Registrable Securities registered under
         any Shelf Registration Statement that such Shelf Registration Statement
         is no longer effective or that the prospectus included therein is no
         longer usable for offers and sales of Registrable Securities covered by
         the Shelf Registration Statement and may issue any notice suspending
         use of the Shelf Registration Statement required under applicable law
         to be issued; provided that the use of the Shelf Registration Statement
         shall not be suspended for more than 45 days in the aggregate in any
         consecutive 12-month period.

         3.       Registration Procedures.

         If the Company, Fort James and Fort James Operating Co. file a
registration statement pursuant to Section 2(a) or Section 2(b) hereof, the
following provisions shall apply:

                  (a)      At or before the Effective Time of the Exchange
         Registration Statement or the Shelf Registration Statement, as the case
         may be, the Company shall qualify the Indentures under the Trust
         Indenture Act.

                  (b)      In the event that such qualification would require
         the appointment of a new trustee under either of the Indentures, the
         Company shall appoint a new trustee thereunder pursuant to the
         applicable provisions of that Indenture.

                  (c)      In connection with the Company's, Fort James' and
         Fort James Operating Co.'s obligations with respect to the registration
         of Exchange Securities as contemplated by Section 2(a) hereof (the
         "Exchange Registration"), if applicable, the Company, Fort James and
         Fort James Operating Co. shall, as soon as practicable (or as otherwise
         specified):

                           (i)      prepare and file with the Commission, no
                  later than 90 days after the Closing Date, an Exchange
                  Registration Statement on any form which may be utilized by
                  the Company and which shall permit the Exchange Offer and
                  resales of Exchange Securities by Broker-dealers during the
                  Resale Period to be

                                       7



                  effected as contemplated by Section 2(a) hereof, and use their
                  reasonable best efforts to cause such Exchange Registration
                  Statement to become effective no later than 180 days after the
                  Closing Date;

                           (ii)     prepare and file with the Commission such
                  amendments and supplements to such Exchange Registration
                  Statement and the prospectus included therein as may be
                  necessary to effect and maintain the effectiveness of such
                  Exchange Registration Statement for the periods and purposes
                  contemplated in Section 2(a) hereof and as may be required by
                  the applicable rules and regulations of the Commission and the
                  instructions applicable to the form of such Exchange
                  Registration Statement, and promptly provide each
                  Broker-dealer holding Exchange Securities with such number of
                  copies of the prospectus included in the Exchange Registration
                  Statement (as then amended or supplemented), in conformity in
                  all material respects with the requirements of the Securities
                  Act and the Trust Indenture Act and the rules and regulations
                  of the Commission thereunder, as such Broker-dealer reasonably
                  may request prior to the expiration of the Resale Period, for
                  use in connection with resales of Exchange Securities;

                           (iii)    promptly notify each Broker-dealer that has
                  requested or received copies of the prospectus included in
                  such Exchange Registration Statement, and confirm such advice
                  in writing, (A) when such Exchange Registration Statement or
                  the prospectus included therein or any prospectus amendment or
                  supplement or post effective amendment has been filed, and,
                  with respect to such Exchange Registration Statement or any
                  post effective amendment, when the same has become effective,
                  (B) of any request by the Commission for amendments or
                  supplements to such Exchange Registration Statement or
                  prospectus or for additional information, (C) of the issuance
                  by the Commission of any stop order suspending the
                  effectiveness of such Exchange Registration Statement or the
                  initiation or threatening of any proceedings for that purpose,
                  (D) if at any time the representations and warranties of the
                  Company contemplated by Section 5 hereof cease to be true and
                  correct in all material respects, (E) of the receipt by the
                  Company of any notification with respect to the suspension of
                  the qualification of the Exchange Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, or (F) at any time during the
                  Resale Period when a prospectus is required to be delivered
                  under the Securities Act, that such Exchange Registration
                  Statement, prospectus, prospectus amendment or supplement or
                  post effective amendment does not conform in all material
                  respects to the applicable requirements of the Securities Act
                  and the Trust Indenture Act and the rules and regulations of
                  the Commission thereunder or contains an untrue statement of a
                  material fact or omits to state any material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading in light of the circumstances then existing;

                           (iv)     in the event that the Company would be
                  required, pursuant to Section 3(c)(iii)(B) or (F) above, to
                  notify any Broker-dealers holding Exchange Securities,
                  promptly prepare and furnish to each such Holder a reasonable
                  number of copies of a prospectus supplemented or amended so
                  that, as thereafter delivered to purchasers of such Exchange
                  Securities during the Resale Period, such prospectus shall
                  conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and

                                       8



                  regulations of the Commission thereunder and shall not contain
                  an untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in light of the
                  circumstances then existing;

                           (v)      use their reasonable best efforts to obtain
                  the withdrawal of any order suspending the effectiveness of
                  such Exchange Registration Statement or any post effective
                  amendment thereto at the earliest practicable date;

                           (vi)     use their reasonable best efforts to (A)
                  register or qualify the Exchange Securities under the
                  securities laws or blue sky laws of such jurisdictions as are
                  contemplated by Section 2(a) hereof no later than the
                  commencement of the Exchange Offer, (B) keep such
                  registrations or qualifications in effect and comply with such
                  laws so as to permit the continuance of offers, sales and
                  dealings therein in such jurisdictions until the expiration of
                  the Resale Period and (C) take any and all other actions as
                  may be reasonably necessary or advisable to enable each
                  Broker-dealer holding Exchange Securities to consummate the
                  disposition thereof in such jurisdictions; provided, however,
                  that none of the Company, Fort James or Fort James Operating
                  Co. shall be required for any such purpose to (1) qualify as a
                  foreign corporation in any jurisdiction wherein it would not
                  otherwise be required to qualify but for the requirements of
                  this Section 3(c)(vi), (2) consent to general service of
                  process in any such jurisdiction or (3) make any changes to
                  its certificate of incorporation or by laws or any agreement
                  between it and its shareholders;

                           (vii)    use their reasonable best efforts to obtain
                  the consent or approval of each governmental agency or
                  authority, whether federal, state or local, which may be
                  required to effect the Exchange Registration, the Exchange
                  Offer and the offering and sale of Exchange Securities by
                  Broker-dealers during the Resale Period;

                           (viii)   provide a CUSIP number for all Exchange
                  Securities, not later than the Effective Time of the Exchange
                  Registration Statement;

                           (ix)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its securityholders as soon as practicable but no later than
                  eighteen months after the Effective Time of such Exchange
                  Registration Statement, an earning statement of the Company
                  and its subsidiaries complying with Section 11(a) of the
                  Securities Act (including, at the option of the Company, Rule
                  158 thereunder).

                  (d)      In connection with the Company's, Fort James' and
         Fort James Operating Co.'s obligations with respect to the Shelf
         Registration, if applicable, the Company, Fort James and Fort James
         Operating Co. shall, as soon as practicable (or as otherwise
         specified):

                           (i)      prepare and file with the Commission, within
                  the time periods specified in Section 2(b) hereof, a Shelf
                  Registration Statement on any form which may be utilized by
                  the Company and which shall register all of the Registrable
                  Securities for resale by the Holders thereof in accordance
                  with such method or methods of disposition as may be specified
                  by such of the Holders as,

                                       9



                  from time to time, may be Electing Holders and use their
                  reasonable best efforts to cause such Shelf Registration
                  Statement to become effective within the time periods
                  specified in Section 2(b) hereof;

                           (ii)     not less than 30 calendar days prior to the
                  Effective Time of the Shelf Registration Statement, mail the
                  Notice and Questionnaire to the Holders of Registrable
                  Securities registered under the Shelf Registration Statement;
                  no Holder shall be entitled to be named as a selling
                  securityholder in the Shelf Registration Statement as of the
                  Effective Time, and no Holder shall be entitled to use the
                  prospectus forming a part thereof for resales of Registrable
                  Securities at any time, unless such Holder has returned a
                  completed and signed Notice and Questionnaire to the Company
                  by the deadline for response set forth therein; provided,
                  however, Holders of Registrable Securities shall have at least
                  28 calendar days from the date on which the Notice and
                  Questionnaire is first mailed to such Holders to return a
                  completed and signed Notice and Questionnaire to the Company;

                           (iii)    after the Effective Time of the Shelf
                  Registration Statement, upon the written request of any Holder
                  of Registrable Securities registered under the Shelf
                  Registration Statement that is not then an Electing Holder,
                  promptly send a Notice and Questionnaire to such Holder;
                  provided that the Company shall not be required to take any
                  action to name such Holder as a selling securityholder in the
                  Shelf Registration Statement or to enable such Holder to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities until such Holder has returned a
                  completed and signed Notice and Questionnaire to the Company;

                           (iv)     as soon as practicable prepare and file with
                  the Commission such amendments and supplements to such Shelf
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Shelf Registration Statement for the period specified in
                  Section 2(b) hereof and as may be required by the applicable
                  rules and regulations of the Commission and the instructions
                  applicable to the form of such Shelf Registration Statement,
                  and furnish to the Electing Holders copies of any such
                  supplement or amendment simultaneously with or prior to its
                  being used or filed with the Commission;

                           (v)      comply with the provisions of the Securities
                  Act with respect to the disposition of all of the Registrable
                  Securities covered by such Shelf Registration Statement in
                  accordance with the intended methods of disposition by the
                  Electing Holders provided for in such Shelf Registration
                  Statement;

                           (vi)     provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Exchange and
                  Registration Rights Agreement, shall include a Person deemed
                  to be an underwriter within the meaning of Section 2(a)(11) of
                  the Securities Act), if any, thereof, (C) any sales or
                  placement agent therefor, (D) counsel for any such underwriter
                  or agent and (E) not more than one counsel for all the
                  Electing Holders the opportunity to participate in the
                  preparation of such Shelf Registration Statement, each
                  prospectus included therein or filed with the Commission and
                  each amendment or supplement thereto;

                                       10



                           (vii)    for a reasonable period prior to the filing
                  of such Shelf Registration Statement, and throughout the
                  period specified in Section 2(b) hereof, make available at
                  reasonable times at the Company's principal place of business
                  or such other reasonable place for inspection by the Persons
                  referred to in Section 3(d)(vi) hereof who shall certify in
                  writing to the Company that they have a current intention to
                  sell the Registrable Securities pursuant to the Shelf
                  Registration Statement such financial and other information
                  and books and records of the Company, and cause the officers,
                  employees, counsel and independent certified public
                  accountants of the Company to respond to such inquiries, as
                  shall be reasonably necessary, in the judgment of the
                  respective counsel referred to in 3(d)(vi) hereof, to conduct
                  a reasonable investigation within the meaning of Section 11 of
                  the Securities Act; provided, however, that each such party
                  shall be required to maintain in confidence and not to
                  disclose to any other Person any information or records
                  reasonably designated by the Company as being confidential,
                  until such time as (A) such information becomes a matter of
                  public record (whether by virtue of its inclusion in such
                  registration statement or otherwise), or (B) such Person shall
                  be required so to disclose such information pursuant to a
                  subpoena or order of any court or other governmental agency or
                  body having jurisdiction over the matter (subject to the
                  requirements of such order, and only after such Person shall
                  have given the Company prompt prior written notice of such
                  requirement), or (C) such information is required to be set
                  forth in such Shelf Registration Statement or the prospectus
                  included therein or in an amendment to such Shelf Registration
                  Statement or an amendment or supplement to such prospectus in
                  order that such Shelf Registration Statement, prospectus,
                  amendment or supplement, as the case may be, complies with
                  applicable requirements of the federal securities laws and the
                  rules and regulations of the Commission and does not contain
                  an untrue statement of a material fact or omit to state
                  therein a material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing;

                           (viii)   promptly notify each of the Electing
                  Holders, any sales or placement agent therefor and any
                  underwriter thereof (which notification may be made through
                  any managing underwriter that is a representative of such
                  underwriter for such purpose) and confirm such advice in
                  writing, (A) when such Shelf Registration Statement or the
                  prospectus included therein or any prospectus amendment or
                  supplement or post effective amendment has been filed, and,
                  with respect to such Shelf Registration Statement or any post
                  effective amendment, when the same has become effective, (B)
                  of any request by the Commission for amendments or supplements
                  to such Shelf Registration Statement or prospectus or for
                  additional information, (C) of the issuance by the Commission
                  of any stop order suspending the effectiveness of such Shelf
                  Registration Statement or the initiation or threatening of any
                  proceedings for that purpose, (D) if at any time the
                  representations and warranties of the Company, Fort James and
                  Fort James Operating Co. contemplated by Section 3(d)(xvii) or
                  Section 5 hereof cease to be true and correct in all material
                  respects, (E) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Registrable Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, or (F) if at any time when a
                  prospectus is required to be delivered under the Securities
                  Act, that such Shelf Registration Statement, prospectus,
                  prospectus amendment or supplement

                                       11



                  or post effective amendment does not conform in all material
                  respects to the applicable requirements of the Securities Act
                  and the Trust Indenture Act and the rules and regulations of
                  the Commission thereunder or contains an untrue statement of a
                  material fact or omits to state any material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading in light of the circumstances then existing;

                           (ix)     use their reasonable best efforts to obtain
                  the withdrawal of any order suspending the effectiveness of
                  such registration statement or any post effective amendment
                  thereto at the earliest practicable date;

                           (x)      if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Electing
                  Holder, promptly incorporate in a prospectus supplement or
                  post effective amendment such information as is required by
                  the applicable rules and regulations of the Commission and as
                  such managing underwriter or underwriters, such agent or such
                  Electing Holder specifies should be included therein relating
                  to the terms of the sale of such Registrable Securities,
                  including information with respect to the principal amount of
                  Registrable Securities being sold by such Electing Holder or
                  agent or to any underwriters, the name and description of such
                  Electing Holder, agent or underwriter, the offering price of
                  such Registrable Securities and any discount, commission or
                  other compensation payable in respect thereof, the purchase
                  price being paid therefor by such underwriters and with
                  respect to any other terms of the offering of the Registrable
                  Securities to be sold by such Electing Holder or agent or to
                  such underwriters; and make all required filings of such
                  prospectus supplement or post effective amendment promptly
                  after notification of the matters to be incorporated in such
                  prospectus supplement or post effective amendment;

                           (xi)     furnish to each Electing Holder, each
                  placement or sales agent, if any, therefor, each underwriter,
                  if any, thereof and the respective counsel referred to in
                  Section 3(d)(vi) hereof an executed copy (or, in the case of
                  an Electing Holder, a conformed copy) of such Shelf
                  Registration Statement, each such amendment and supplement
                  thereto (in each case including all exhibits thereto (in the
                  case of an Electing Holder of Registrable Securities, upon
                  written request) and documents incorporated by reference
                  therein) and such number of copies of such Shelf Registration
                  Statement (excluding exhibits thereto and documents
                  incorporated by reference therein unless specifically so
                  requested by such Electing Holder, agent or underwriter, as
                  the case may be) and of the prospectus included in such Shelf
                  Registration Statement (including each preliminary prospectus
                  and any summary prospectus), in conformity in all material
                  respects with the applicable requirements of the Securities
                  Act and the Trust Indenture Act and the rules and regulations
                  of the Commission thereunder, and such other documents, as
                  such Electing Holder, agent, if any, and underwriter, if any,
                  may reasonably request in order to facilitate the offering and
                  disposition of the Registrable Securities owned by such
                  Electing Holder, offered or sold by such agent or underwritten
                  by such underwriter and to permit such Electing Holder, agent
                  and underwriter to satisfy the prospectus delivery
                  requirements of the Securities Act; and the Company hereby
                  consents to the use of such prospectus (including such
                  preliminary and summary prospectus) and any amendment or
                  supplement thereto by each such Electing Holder and by any

                                       12



                  such agent and underwriter, in each case in the form most
                  recently provided to such Person by the Company, in connection
                  with the offering and sale of the Registrable Securities
                  covered by the prospectus (including such preliminary and
                  summary prospectus) or any supplement or amendment thereto;

                           (xii)    use their reasonable best efforts to (A)
                  register or qualify the Registrable Securities to be included
                  in such Shelf Registration Statement under such securities
                  laws or blue sky laws of such jurisdictions as any Electing
                  Holder and each placement or sales agent, if any, therefor and
                  underwriter, if any, thereof shall reasonably request, (B)
                  keep such registrations or qualifications in effect and comply
                  with such laws so as to permit the continuance of offers,
                  sales and dealings therein in such jurisdictions during the
                  period the Shelf Registration Statement is required to remain
                  effective under Section 2(b) above and for so long as may be
                  necessary to enable any such Electing Holder, agent or
                  underwriter to complete its distribution of Securities
                  pursuant to such Shelf Registration Statement and (C) take any
                  and all other actions as may be reasonably necessary or
                  advisable to enable each such Electing Holder, agent, if any,
                  and underwriter, if any, to consummate the disposition in such
                  jurisdictions of such Registrable Securities; provided,
                  however, that none of the Company, Fort James or Fort James
                  Operating Co. shall be required for any such purpose to (1)
                  qualify as a foreign corporation in any jurisdiction wherein
                  it would not otherwise be required to qualify but for the
                  requirements of this Section 3(d)(xii), (2) consent to general
                  service of process in any such jurisdiction or (3) make any
                  changes to its certificate of incorporation or by laws or any
                  agreement between it and its shareholders;

                           (xiii)   use their reasonable best efforts to obtain
                  the consent or approval of each governmental agency or
                  authority, whether federal, state or local, which may be
                  required to effect the Shelf Registration or the offering or
                  sale in connection therewith or to enable the selling Holder
                  or Holders to offer, or to consummate the disposition of,
                  their Registrable Securities;

                           (xiv)    unless any Registrable Securities shall be
                  in book-entry only form, cooperate with the Electing Holders
                  and the managing underwriters, if any, to facilitate the
                  timely preparation and delivery of certificates representing
                  Registrable Securities to be sold, which certificates, if so
                  required by any securities exchange upon which any Registrable
                  Securities are listed, shall be penned, lithographed or
                  engraved, or produced by any combination of such methods, on
                  steel engraved borders, and which certificates shall not bear
                  any restrictive legends; and, in the case of an underwritten
                  offering, enable such Registrable Securities to be in such
                  denominations and registered in such names as the managing
                  underwriters may request at least two business days prior to
                  any sale of the Registrable Securities;

                           (xv)     provide a CUSIP number for all Registrable
                  Securities, not later than the Effective Time of the Shelf
                  Registration Statement;

                           (xvi)    enter into one or more underwriting
                  agreements, engagement letters, agency agreements, "best
                  efforts" underwriting agreements or similar agreements, as
                  appropriate, which may include customary provisions relating
                  to indemnification and contribution, and take such other
                  actions in connection

                                       13



                  therewith as any Electing Holders aggregating at least 50% in
                  aggregate principal amount of the Registrable Securities at
                  the time outstanding shall request in order to expedite or
                  facilitate the disposition of such Registrable Securities;

                           (xvii)   if an agreement of the type referred to in
                  Section 3(d)(xvi) hereof is entered into and the offering
                  contemplated by the Shelf Registration is an underwritten
                  offering or is made through a placement or sales agent or any
                  other entity, (A) make such representations and warranties to
                  the placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof in form, substance and scope as
                  are customarily made in connection with an offering of debt
                  securities pursuant to any appropriate agreement or to a
                  registration statement filed on the form applicable to the
                  Shelf Registration; (B) obtain an opinion of counsel to the
                  Company in customary form and covering such matters, of the
                  type customarily covered by such an opinion, addressed to such
                  Electing Holder or Electing Holders and the placement or sales
                  agent, if any, therefor and the underwriters, if any, thereof
                  and dated the Effective Time of such Shelf Registration
                  Statement (and if such Shelf Registration Statement
                  contemplates an underwritten offering of a part or all of the
                  Registrable Securities, dated the date of the closing under
                  the underwriting agreement relating thereto) (it being agreed
                  that the matters to be covered by such opinion shall include
                  the due incorporation and good standing of the Company, Fort
                  James and Fort James Operating Co.; the qualification of the
                  Company, Fort James and Fort James Operating Co. to transact
                  business as foreign corporations; the due authorization,
                  execution and delivery of the relevant agreement of the type
                  referred to in Section 3(d)(xvi) hereof; the due
                  authorization, execution, authentication and issuance, and the
                  validity and enforceability, of the Securities; the absence of
                  material legal or governmental proceedings involving the
                  Company; the absence of a breach by the Company or any of its
                  subsidiaries of, or a default under, material agreements
                  binding upon the Company or any subsidiary of the Company; the
                  absence of governmental approvals required to be obtained in
                  connection with the Shelf Registration, the offering and sale
                  of the Registrable Securities, this Exchange and Registration
                  Rights Agreement or any agreement of the type referred to in
                  Section 3(d)(xvi) hereof, except such approvals as may be
                  required under state securities or blue sky laws; the material
                  compliance as to form of such Shelf Registration Statement and
                  any documents incorporated by reference therein and of the
                  Indentures with the requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder, respectively; and, as of the date of
                  the opinion and of the Shelf Registration Statement or most
                  recent post effective amendment thereto, as the case may be,
                  the absence from such Shelf Registration Statement and the
                  prospectus included therein, as then amended or supplemented,
                  and from the documents incorporated by reference therein (in
                  each case other than the financial statements and other
                  financial information contained therein) of an untrue
                  statement of a material fact or the omission to state therein
                  a material fact necessary to make the statements therein not
                  misleading (in the case of such documents, in the light of the
                  circumstances existing at the time that such documents were
                  filed with the Commission under the Exchange Act)); (C) obtain
                  a "cold comfort" letter or letters from the independent
                  certified public accountants of the Company addressed to the
                  selling Electing Holders, the placement or sales agent, if
                  any, therefor or the underwriters, if any, thereof, dated (i)
                  the

                                       14



                  Effective Time of such Shelf Registration Statement and (ii)
                  the effective date of any prospectus supplement to the
                  prospectus included in such Shelf Registration Statement or
                  post effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus (and, if such Shelf
                  Registration Statement contemplates an underwritten offering
                  pursuant to any prospectus supplement to the prospectus
                  included in such Shelf Registration Statement or post
                  effective amendment to such Shelf Registration Statement which
                  includes unaudited or audited financial statements as of a
                  date or for a period subsequent to that of the latest such
                  statements included in such prospectus, dated the date of the
                  closing under the underwriting agreement relating thereto),
                  such letter or letters to be in customary form and covering
                  such matters of the type customarily covered by letters of
                  such type; (D) deliver such documents and certificates,
                  including officers' certificates, as may be reasonably
                  requested by any Electing Holders holding at least 50% in
                  aggregate principal amount of the Registrable Securities at
                  the time outstanding or the placement or sales agent, if any,
                  therefor and the managing underwriters, if any, thereof to
                  evidence the accuracy of the representations and warranties
                  made pursuant to clause (A) above or those contained in
                  Section 5(a) hereof and the compliance with or satisfaction of
                  any agreements or conditions contained in the underwriting
                  agreement or other agreement entered into by the Company, Fort
                  James or Fort James Operating Co.; and (E) undertake such
                  obligations relating to expense reimbursement, indemnification
                  and contribution as are provided in Section 6 hereof;

                           (xviii)  notify in writing each Holder of Registrable
                  Securities of any amendment or waiver of any provision of this
                  Exchange and Registration Rights Agreement pursuant to Section
                  9(h) hereof, each of which notices shall contain the text of
                  the amendment or waiver effected;

                           (xix)    in the event that any Broker dealer
                  registered under the Exchange Act shall underwrite any
                  Registrable Securities or participate as a member of an
                  underwriting syndicate or selling group or "assist in the
                  distribution" (within the meaning of the Conduct Rules (the
                  "Conduct Rules") of the National Association of Securities
                  Dealers, Inc. ("NASD") or any successor thereto, as amended
                  from time to time) thereof, whether as a Holder of such
                  Registrable Securities or as an underwriter, a placement or
                  sales agent or a broker or dealer in respect thereof, or
                  otherwise, assist such Broker dealer in complying with the
                  requirements of such Conduct Rules, including by (A) if such
                  Conduct Rules shall so require, engaging a "qualified
                  independent underwriter" (as defined in such Conduct Rules) to
                  participate in the preparation of the Shelf Registration
                  Statement relating to such Registrable Securities, to exercise
                  usual standards of due diligence in respect thereto and, if
                  any portion of the offering contemplated by such Shelf
                  Registration Statement is an underwritten offering or is made
                  through a placement or sales agent, to recommend the yield of
                  such Registrable Securities, (B) indemnifying any such
                  qualified independent underwriter to the extent of the
                  indemnification of underwriters provided in Section 6 hereof
                  (or to such other customary extent as may be requested by such
                  underwriter), and (C) providing such information to such
                  Broker dealer as may be required in order for such Broker
                  dealer to comply with the requirements of the Conduct Rules;
                  and

                                       15



                           (xx)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its securityholders as soon as practicable but in any event
                  not later than eighteen months after the effective date of
                  such Shelf Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

                  (e)      If the Company notifies the Broker-dealers in
         accordance with Sections 2(f), 3(c)(iii)(B) or 3(c)(iii)(F) above to
         suspend the use of the prospectus until the suspension has terminated,
         the requisite changes to the prospectus have been made or any stop
         order has been lifted, as the case may be, then any such Broker-dealers
         shall suspend the use of such prospectus, and, in the case of a
         suspension under Sections 3(c)(iii)(B) or (F), the period of
         effectiveness of the Exchange Registration Statement provided for in
         Section 2(a) above shall be extended (i) by the number of days from and
         including the date of the giving of such notice to and including the
         date when Broker-dealers shall have received such amended or
         supplemented prospectus pursuant to Section 3(c)(iv) hereof or (ii) if
         earlier, until the date when none of the Securities represent
         Registrable Securities. In the event that the Company would be
         required, pursuant to Section 3(d)(viii)(B) or (F) above, to notify the
         Electing Holders, the placement or sales agent, if any, therefor and
         the managing underwriters, if any, thereof, the Company shall without
         delay prepare and furnish to each of the Electing Holders, to each
         placement or sales agent, if any, and to each such underwriter, if any,
         a reasonable number of copies of a prospectus supplemented or amended
         so that, as thereafter delivered to purchasers of Registrable
         Securities, such prospectus shall conform in all material respects to
         the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder and shall not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing. Each Electing Holder agrees that upon
         receipt of any notice from the Company pursuant to Section
         3(d)(viii)(B) or (F) hereof, such Electing Holder shall forthwith
         discontinue the disposition of Registrable Securities pursuant to the
         Shelf Registration Statement applicable to such Registrable Securities
         until such Electing Holder shall have received copies of such amended
         or supplemented prospectus, and if so directed by the Company, such
         Electing Holder shall deliver to the Company (at the Company's expense)
         all copies, other than permanent file copies, then in such Electing
         Holder's possession of the prospectus covering such Registrable
         Securities at the time of receipt of such notice.

                  (f)      In the event of a Shelf Registration, in addition to
         the information required to be provided by each Electing Holder in its
         Notice and Questionnaire, the Company may require such Electing Holder
         to furnish to the Company such additional information regarding such
         Electing Holder and such Electing Holder's intended method of
         distribution of Registrable Securities as may be required in order to
         comply with the Securities Act. Each such Electing Holder agrees to
         notify the Company as promptly as practicable of any inaccuracy or
         change in information previously furnished by such Electing Holder to
         the Company or of the occurrence of any event in either case as a
         result of which any prospectus relating to such Shelf Registration
         contains or would contain an untrue statement of a material fact
         regarding such Electing Holder or such Electing Holder's intended
         method of disposition of such Registrable Securities or omits to state
         any material fact regarding such Electing Holder or such Electing
         Holder's intended method of disposition of such Registrable Securities
         required to be stated

                                       16



         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing, and promptly to furnish to
         the Company any additional information required to correct and update
         any previously furnished information or required so that such
         prospectus shall not contain, with respect to such Electing Holder or
         the disposition of such Registrable Securities, an untrue statement of
         a material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing.

                  (g)      Until the expiration of two years after the Closing
         Date, the Company will not, and will not permit any of its "affiliates"
         (as defined in Rule 144) to, resell any of the Securities that have
         been reacquired by any of them except pursuant to an effective
         registration statement under the Securities Act.

         4.       Registration Expenses.

         The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including reasonable fees
and disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination
in an amount not to exceed $5,000, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustees under the
Indentures, any agent of the Trustees and any counsel for the Trustees and of
any collateral agent or custodian, (f) internal expenses (including all salaries
and expenses of the Company's officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) reasonable fees, disbursements and expenses of
any "qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other Persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any Holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such Person for the
full amount of the

                                       17



Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the Holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such Holders (severally or jointly), other than
the counsel and experts specifically referred to above.

         5.       Representations and Warranties.

         Each of the Company, Fort James and Fort James Operating Co. represents
and warrants to, and agrees with, each Purchaser and each of the Holders from
time to time of Registrable Securities that:

                  (a)      Each registration statement covering Registrable
         Securities and each prospectus (including any preliminary or summary
         prospectus) contained therein or furnished pursuant to Section 3(d) or
         Section 3(c) hereof and any further amendments or supplements to any
         such registration statement or prospectus, when it becomes effective or
         is filed with the Commission, as the case may be, and, in the case of
         an underwritten offering of Registrable Securities, at the time of the
         closing under the underwriting agreement relating thereto, will conform
         in all material respects to the requirements of the Securities Act and
         the Trust Indenture Act and the rules and regulations of the Commission
         thereunder and will not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; and at all
         times subsequent to the Effective Time when a prospectus would be
         required to be delivered under the Securities Act, other than from (i)
         such time as a notice has been given to Holders of Registrable
         Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F)
         hereof until (ii) such time as the Company furnishes an amended or
         supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv)
         hereof, each such registration statement, and each prospectus
         (including any summary prospectus) contained therein or furnished
         pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
         supplemented, will conform in all material respects to the requirements
         of the Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder and will not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading in the light of the circumstances then existing; provided,
         however, that this representation and warranty shall not apply to any
         statements or omissions made in reliance upon and in conformity with
         information furnished in writing to the Company by a Holder of
         Registrable Securities expressly for use therein.

                  (b)      Any documents incorporated by reference in any
         prospectus referred to in Section 5(a) hereof, when they become or
         became effective or are or were filed with the Commission, as the case
         may be, will conform or conformed in all material respects to the
         requirements of the Securities Act or the Exchange Act, as applicable,
         and none of such documents will contain or contained an untrue
         statement of a material fact or will omit or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; provided, however, that this
         representation and warranty shall not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by a Holder of Registrable
         Securities expressly for use therein.

                                       18



                  (c)      The compliance by the Company with all of the
         provisions of this Exchange and Registration Rights Agreement and the
         consummation of the transactions herein contemplated will not (i)
         conflict with or result in a breach of any of the terms or provisions
         of, or constitute a default under, any indenture, mortgage, deed of
         trust, loan agreement or other agreement or instrument to which the
         Company or any subsidiary of the Company is a party or by which the
         Company or any subsidiary of the Company is bound or to which any of
         the property or assets of the Company or any subsidiary of the Company
         is subject, or (ii) result in any violation of (A) the provisions of
         the articles of incorporation, as amended, or the by laws of the
         Company, Fort James or Fort James Operating Co. or (B) any statute or
         any order, rule or regulation of any court or governmental agency or
         body having jurisdiction over the Company or any subsidiary of the
         Company or any of their properties, except with respect to clauses (i)
         and (ii)(B), for such conflicts, breaches, violations or defaults which
         have been consented to or waived or which would not otherwise have a
         Material Adverse Effect (as defined in the Purchase Agreement); no
         consent, approval, authorization, order, registration or qualification
         of or with any such court or governmental agency or body is required
         for the consummation by the Company, Fort James or Fort James Operating
         Co. of the transactions contemplated by this Exchange and Registration
         Rights Agreement, except the registration under the Securities Act of
         the Securities, qualification of the Indentures under the Trust
         Indenture Act and such consents, approvals, authorizations,
         registrations or qualifications as may be required under State
         securities or blue sky laws in connection with the offering and
         distribution of the Securities.

                  (d)      This Exchange and Registration Rights Agreement has
         been duly authorized, executed and delivered by the Company, Fort James
         and Fort James Operating Co..

         6.       Indemnification.

                  (a)      Indemnification by the Company, Fort James and Fort
         James Operating Co. Each of the Company, Fort James and Fort James
         Operating Co., jointly and severally, will indemnify and hold harmless
         each of the Holders of Registrable Securities included in an Exchange
         Registration Statement, each of the Electing Holders of Registrable
         Securities included in a Shelf Registration Statement and each Person
         who participates as a placement or sales agent or as an underwriter in
         any offering or sale of such Registrable Securities against any losses,
         claims, damages or liabilities, joint or several, to which such Holder,
         agent or underwriter may become subject under the Securities Act or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions in respect thereof) arise out of or are based upon an untrue
         statement or alleged untrue statement of a material fact contained in
         any Exchange Registration Statement or Shelf Registration Statement, as
         the case may be, under which such Registrable Securities were
         registered under the Securities Act, or any preliminary, final or
         summary prospectus contained therein or furnished by the Company to any
         such Holder, Electing Holder, agent or underwriter, or any amendment or
         supplement thereto, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         will reimburse such Holder, such Electing Holder, such agent and such
         underwriter for any legal or other expenses reasonably incurred by them
         in connection with investigating or defending any such action or claim
         as such expenses are incurred; provided, however, that none of the
         Company, Fort James or Fort James Operating Co. shall be liable to any
         such Person in any such case to the extent that any such loss, claim,
         damage or

                                       19



         liability arises out of or is based upon an untrue statement or alleged
         untrue statement or omission or alleged omission made in such
         registration statement, or preliminary, final or summary prospectus, or
         amendment or supplement thereto, in reliance upon and in conformity
         with written information furnished to the Company by such Person
         expressly for use therein.

                  (b)      Indemnification by the Holders and any Agents and
         Underwriters. The Company may require, as a condition to including any
         Registrable Securities in any registration statement filed pursuant to
         Section 2(b) hereof and to entering into any underwriting agreement
         with respect thereto, that the Company shall have received an
         undertaking reasonably satisfactory to it from the Electing Holder of
         such Registrable Securities and from each underwriter named in any such
         underwriting agreement, severally and not jointly, to (i) indemnify and
         hold harmless the Company, Fort James, Fort James Operating Co. and all
         other Holders of Registrable Securities, against any losses, claims,
         damages or liabilities to which the Company, Fort James, Fort James
         Operating Co. or such other Holders of Registrable Securities may
         become subject, under the Securities Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon an untrue statement or alleged untrue
         statement of a material fact contained in the Shelf Registration
         Statement, or any preliminary, final or summary prospectus contained
         therein or furnished by the Company to any such Electing Holder, agent
         or underwriter, or any amendment or supplement thereto, or arise out of
         or are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, in each case to the extent, but only
         to the extent, that such untrue statement or alleged untrue statement
         or omission or alleged omission was made in reliance upon and in
         conformity with written information furnished to the Company by such
         Electing Holder or underwriter expressly for use therein, and (ii)
         reimburse the Company, Fort James and Fort James Operating Co. for any
         legal or other expenses reasonably incurred by the Company, Fort James
         and Fort James Operating Co. in connection with investigating or
         defending any such action or claim as such expenses are incurred;
         provided, however, that no such Electing Holder shall be required to
         undertake liability to any Person under this Section 6(b) for any
         amounts in excess of the dollar amount of the proceeds to be received
         by such Electing Holder from the sale of such Electing Holder's
         Registrable Securities pursuant to such Shelf Registration.

                  (c)      Notices of Claims, Etc. Promptly after receipt by an
         indemnified party under subsection (a) or (b) above of written notice
         of the commencement of any action, such indemnified party shall, if a
         claim in respect thereof is to be made against an indemnifying party
         pursuant to the indemnification provisions of or contemplated by this
         Section 6, notify such indemnifying party in writing of the
         commencement of such action; but the omission so to notify the
         indemnifying party shall not relieve it from any liability which it may
         have to any indemnified party otherwise than under the indemnification
         provisions of or contemplated by Section 6(a) or 6(b) hereof. In case
         any such action shall be brought against any indemnified party and it
         shall notify an indemnifying party of the commencement thereof, such
         indemnifying party shall be entitled to participate therein and, to the
         extent that it shall wish, jointly with any other indemnifying party
         similarly notified, to assume the defense thereof, with counsel
         reasonably satisfactory to such indemnified party (who shall not,
         except with the consent of the indemnified party, be counsel to the
         indemnifying party), and, after notice from the indemnifying party to
         such indemnified party of its election so to assume the defense
         thereof, such

                                       20



         indemnifying party shall not be liable to such indemnified party for
         any legal expenses of other counsel or any other expenses, in each case
         subsequently incurred by such indemnified party, in connection with the
         defense thereof other than reasonable costs of investigation. No
         indemnifying party shall, without the written consent of the
         indemnified party, effect the settlement or compromise of, or consent
         to the entry of any judgment with respect to, any pending or threatened
         action or claim in respect of which indemnification or contribution may
         be sought hereunder (whether or not the indemnified party is an actual
         or potential party to such action or claim) unless such settlement,
         compromise or judgment (i) includes an unconditional release of the
         indemnified party from all liability arising out of such action or
         claim and (ii) does not include a statement as to or an admission of
         fault, culpability or a failure to act by or on behalf of any
         indemnified party.

                  (d)      Contribution. If for any reason the indemnification
         provisions contemplated by Section 6(a) or Section 6(b) hereof are
         unavailable to or insufficient to hold harmless an indemnified party in
         respect of any losses, claims, damages or liabilities (or actions in
         respect thereof) referred to in Sections 6(a) and 6(b) hereof, then
         each indemnifying party shall contribute to the amount paid or payable
         by such indemnified party as a result of such losses, claims, damages
         or liabilities (or actions in respect thereof) in such proportion as is
         appropriate to reflect the relative fault of the indemnifying party and
         the indemnified party in connection with the statements or omissions
         which resulted in such losses, claims, damages or liabilities (or
         actions in respect thereof), as well as any other relevant equitable
         considerations. The relative fault of such indemnifying party and
         indemnified party shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or omission or alleged omission to state a material fact relates
         to information supplied by such indemnifying party or by such
         indemnified party, and the parties' relative intent, knowledge, access
         to information and opportunity to correct or prevent such statement or
         omission. The parties hereto agree that it would not be just and
         equitable if contributions pursuant to this Section 6(d) were
         determined by pro rata allocation (even if the Holders or any agents or
         underwriters or all of them were treated as one entity for such
         purpose) or by any other method of allocation which does not take
         account of the equitable considerations referred to in this Section
         6(d). The amount paid or payable by an indemnified party as a result of
         the losses, claims, damages, or liabilities (or actions in respect
         thereof) referred to above shall be deemed to include any legal or
         other fees or expenses reasonably incurred by such indemnified party in
         connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of this Section 6(d), no Holder shall be
         required to contribute any amount in excess of the amount by which the
         dollar amount of the proceeds received by such Holder from the sale of
         any Registrable Securities (after deducting any fees, discounts and
         commissions applicable thereto) exceeds the amount of any damages which
         such Holder has otherwise been required to pay by reason of such untrue
         or alleged untrue statement or omission or alleged omission, and no
         underwriter shall be required to contribute any amount in excess of the
         amount by which the total price at which the Registrable Securities
         underwritten by it and distributed to the public were offered to the
         public exceeds the amount of any damages which such underwriter has
         otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission. No Person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Securities Act) shall be entitled to contribution from any Person
         who was not guilty of such fraudulent misrepresentation. The Holders'
         and any underwriters' obligations in this Section 6(d) to contribute
         shall be several in proportion

                                       21



         to the principal amount of Registrable Securities registered or
         underwritten, as the case may be, by them and not joint.

                  (e)      The obligations of the Company, Fort James and Fort
         James Operating Co. under this Section 6 shall be in addition to any
         liability which the Company, Fort James or Fort James Operating Co. may
         otherwise have and shall extend, upon the same terms and conditions, to
         each officer, director and partner of each Holder, agent and
         underwriter and each Person, if any, who controls any Holder, agent or
         underwriter within the meaning of the Securities Act; and the
         obligations of the Holders and any agents or underwriters contemplated
         by this Section 6 shall be in addition to any liability which the
         respective Holder, agent or underwriter may otherwise have and shall
         extend, upon the same terms and conditions, to each officer and
         director of the Company, Fort James or Fort James Operating Co.
         (including any Person who, with his consent, is named in any
         registration statement as about to become a director of the Company,
         Fort James or Fort James Operating Co.) and to each Person, if any, who
         controls the Company, Fort James or Fort James Operating Co. within the
         meaning of the Securities Act.

         7.       Underwritten Offerings.

                  (a)      Selection of Underwriters. If any of the Registrable
         Securities covered by the Shelf Registration are to be sold pursuant to
         an underwritten offering, the managing underwriter or underwriters
         thereof shall be designated by Electing Holders holding at least a
         majority in aggregate principal amount of the Registrable Securities to
         be included in such offering, provided that such designated managing
         underwriter or underwriters is or are reasonably acceptable to the
         Company.

                  (b)      Participation by Holders. Each Holder of Registrable
         Securities hereby agrees with each other such Holder that no such
         Holder may participate in any underwritten offering hereunder unless
         such Holder (i) agrees to sell such Holder's Registrable Securities on
         the basis provided in any underwriting arrangements approved by the
         Persons entitled hereunder to approve such arrangements and (ii)
         completes and executes all questionnaires, powers of attorney,
         indemnities, underwriting agreements and other documents reasonably
         required under the terms of such underwriting arrangements.

         8.       Rule 144.

         The Company covenants to the Holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any Holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the written request of any Holder of Registrable
Securities in connection with that Holder's sale pursuant to Rule 144, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements.

                                       22



         9.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company represents,
         warrants, covenants and agrees that it has not granted, and shall not
         grant, registration rights with respect to Registrable Securities or
         any other securities which would be inconsistent with the terms
         contained in this Exchange and Registration Rights Agreement.

                  (b)      Specific Performance. The parties hereto acknowledge
         that there would be no adequate remedy at law if the Company fails to
         perform any of its obligations hereunder and that the Purchasers and
         the Holders from time to time of the Registrable Securities may be
         irreparably harmed by any such failure, and accordingly agree that the
         Purchasers and such Holders, in addition to any other remedy to which
         they may be entitled at law or in equity, shall be entitled to compel
         specific performance of the obligations of the Company under this
         Exchange and Registration Rights Agreement in accordance with the terms
         and conditions of this Exchange and Registration Rights Agreement, in
         any court of the United States or any State thereof having
         jurisdiction.

                  (c)      Notices. All notices, requests, claims, demands,
         waivers and other communications hereunder shall be in writing and
         shall be deemed to have been duly given when delivered by hand, if
         delivered personally or by courier, or three days after being deposited
         in the mail (registered or certified mail, postage prepaid, return
         receipt requested) as follows: If to the Company, to it at 133
         Peachtree Street, N.E., Atlanta, Georgia 30303, Attention: Corporate
         Secretary, and if to a Holder, to the address of such Holder set forth
         in the security register or other records of the Company, or to such
         other address as the Company or any such Holder may have furnished to
         the other in writing in accordance herewith, except that notices of
         change of address shall be effective only upon receipt.

                  (d)      Parties in Interest. All the terms and provisions of
         this Exchange and Registration Rights Agreement shall be binding upon,
         shall inure to the benefit of and shall be enforceable by the parties
         hereto and the Holders from time to time of the Registrable Securities
         and the respective successors and assigns of the parties hereto and
         such Holders. In the event that any transferee of any Holder of
         Registrable Securities shall acquire Registrable Securities, in any
         manner, whether by gift, bequest, purchase, operation of law or
         otherwise, such transferee shall, without any further writing or action
         of any kind, be deemed a beneficiary hereof for all purposes and such
         Registrable Securities shall be held subject to all of the terms of
         this Exchange and Registration Rights Agreement, and by taking and
         holding such Registrable Securities such transferee shall be entitled
         to receive the benefits of, and be conclusively deemed to have agreed
         to be bound by all of the applicable terms and provisions of this
         Exchange and Registration Rights Agreement. If the Company shall so
         request, any such successor, assign or transferee shall agree in
         writing to acquire and hold the Registrable Securities subject to all
         of the applicable terms hereof.

                  (e)      Survival. The respective indemnities, agreements,
         representations, warranties and each other provision set forth in this
         Exchange and Registration Rights Agreement or made pursuant hereto
         shall remain in full force and effect regardless of any investigation
         (or statement as to the results thereof) made by or on behalf of any
         Holder of Registrable Securities, any director, officer or partner of
         such Holder, any agent or underwriter or any director, officer or
         partner thereof, or any controlling Person of any of the foregoing, and
         shall survive delivery of and payment for the Registrable

                                       23



         Securities pursuant to the Purchase Agreement and the transfer and
         registration of Registrable Securities by such Holder and the
         consummation of an Exchange Offer.

                  (f)      GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS
         AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
         LAWS OF THE STATE OF NEW YORK.

                  (g)      Headings. The descriptive headings of the several
         Sections and paragraphs of this Exchange and Registration Rights
         Agreement are inserted for convenience only, do not constitute a part
         of this Exchange and Registration Rights Agreement and shall not affect
         in any way the meaning or interpretation of this Exchange and
         Registration Rights Agreement.

                  (h)      Entire Agreement; Amendments. This Exchange and
         Registration Rights Agreement and the other writings referred to herein
         (including the Indentures and the form of Securities) or delivered
         pursuant hereto which form a part hereof contain the entire
         understanding of the parties with respect to its subject matter. This
         Exchange and Registration Rights Agreement supersedes all prior
         agreements and understandings between the parties with respect to its
         subject matter. This Exchange and Registration Rights Agreement may be
         amended and the observance of any term of this Exchange and
         Registration Rights Agreement may be waived (either generally or in a
         particular instance and either retroactively or prospectively) only by
         a written instrument duly executed by the Company and the Holders of at
         least a majority in aggregate principal amount of the Registrable
         Securities at the time outstanding. Each Holder of any Registrable
         Securities at the time or thereafter outstanding shall be bound by any
         amendment or waiver effected pursuant to this Section 9(h), whether or
         not any notice, writing or marking indicating such amendment or waiver
         appears on such Registrable Securities or is delivered to such Holder.

                  (i)      Inspection. For so long as this Exchange and
         Registration Rights Agreement shall be in effect, this Exchange and
         Registration Rights Agreement and a complete list of the names and
         addresses of all the Holders of Registrable Securities shall be made
         available for inspection and copying on any business day by any Holder
         of Registrable Securities for proper purposes only (which shall include
         any purpose related to the rights of the Holders of Registrable
         Securities under the Securities, the Indentures and this Exchange and
         Registration Rights Agreement) at the offices of the Company at the
         address thereof set forth in Section 9(c) above and at the office of
         the Trustees under the Indentures.

                  (j)      Counterparts. This agreement may be executed by the
         parties in counterparts, each of which shall be deemed to be an
         original, but all such respective counterparts shall together
         constitute one and the same instrument.

                                       24



         If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Purchasers, the Company,
Fort James and Fort James Operating Co. It is understood that your acceptance of
this letter on behalf of each of the Purchasers is pursuant to the authority set
forth in a form of Agreement among Purchasers, the form of which shall be
submitted to the Company for examination upon request, but without warranty on
your part as to the authority of the signers thereof.

                                             Very truly yours,

                                             Georgia-Pacific Corporation

                                             By: /s/ James F. Kelley
                                                 -------------------------------
                                                 Name: James F. Kelley
                                                 Title: Executive Vice President
                                                        and General Counsel

                                             Fort James Corporation

                                             By: /s/ James F. Kelley
                                                 -------------------------------
                                                 Name: James F. Kelley
                                                 Title: Executive Vice President
                                                        and General Counsel

                                             Fort James Operating Company

                                             By: /s/ James F. Kelley
                                                 -------------------------------
                                                 Name: James F. Kelley
                                                 Title: Executive Vice President
                                                        and General Counsel

Accepted as of the date hereof:
Banc of America Securities LLC

By: /s/
    -----------------------
Name:
Title:

Citigroup Global Markets Inc.

By: /s/ Thomas F. Faherty
    ----------------------
Name: Thomas F. Faherty
Title: Vice President

                                       25




Goldman, Sachs & Co.

By: /s/ (Goldman, Sachs & Co.)
    ---------------------------
    (Goldman, Sachs & Co.)

UBS Warburg LLC

By: /s/ Adam Reeder
    ------------------------
Name:  Adam Reeder
Title: Managing Director

By: /s/ John Church
    ----------------------
Name:  John Church
Title: Executive Director

On behalf of themselves and the other Purchasers listed in Schedule 1 to the
Purchase Agreement.

                                       26




                                                                     EXHIBIT A-1

                           GEORGIA-PACIFIC CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS
                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                             DEADLINE FOR RESPONSE:

         The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Georgia-Pacific
Corporation (the "Company") 7 3/8% Senior Notes due 2008 (the "Securities") are
held.

         The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

         It is important that beneficial owners of the Securities receive a copy
of the enclosed materials as soon as possible as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by         . Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you. If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact Georgia-Pacific Corporation,
133 Peachtree Street, N.E., Atlanta, Georgia 30303, (404) 652-4000.

-------------------------
* Not less than 28 calendar days from of mailing.

                                     A-1-1




                           GEORGIA-PACIFIC CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Georgia-Pacific
Corporation (the "Company") and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form __ (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 7 3/8% Senior Notes due 2008 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined in the Exchange and
Registration Rights Agreement) is entitled to have the Registrable Securities
beneficially owned by it included in the Shelf Registration Statement. In order
to have Registrable Securities included in the Shelf Registration Statement,
this Notice of Registration Statement and Selling Securityholder Questionnaire
("Notice and Questionnaire") must be completed, executed and delivered to the
Company's counsel at the address set forth herein for receipt ON OR BEFORE     .
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, Holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

                                     A-1-2




                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B-1, in the case of the 2008 Notes, and as Exhibit B-2, in the case
of the 2014 Notes, to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                     A-1-3




                                  QUESTIONNAIRE

(1)(a)   Full Legal Name of Selling Securityholder:

   (b)   Full Legal Name of Registered Holder (if not the same as in (a) above)
         of Registrable Securities Listed in Item (3) below:

   (c)   Full Legal Name of DTC Participant (if applicable and if not the same
         as (b) above) Through Which Registrable Securities Listed in Item (3)
         below are Held:

(2)      Address for Notices to Selling Securityholder:

         ___________________

         ___________________

         ___________________

         Telephone:      _____________________________

         Fax:            _____________________________

         Contact Person: _____________________________

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

   (a)   Principal amount of Registrable Securities beneficially owned:_________
         CUSIP No(s). of such Registrable Securities:___________________________

   (b)   Principal amount of Securities other than Registrable Securities
         beneficially owned:____________________________________________________
         CUSIP No(s). of such other Securities:_________________________________

   (c)   Principal amount of Registrable Securities which the undersigned wishes
         to be included in the Shelf Registration Statement:____________________
         CUSIP No(s). of such Registrable Securities to be included in the Shelf
         Registration Statement:________________________________________________

                                     A-1-4




(4)      Beneficial Ownership of Other Securities of the Company:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, Broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with Broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to Broker-dealers that in turn may sell such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

                                     A-1-5




In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

         (i)      To the Company:

                                        Georgia-Pacific Corporation

                                        133 Peachtree Street, N.E.

                                        Atlanta, Georgia 30303

                                        Attention: Corporate Secretary

         (ii)     With a copy to:

                                        King & Spalding LLP

                                        191 Peachtree Street, N.E.

                                        Atlanta, Georgia 30303

                                        Attention:  William R. Spalding

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                     A-1-6




IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: _________________

         _______________________________________________________________________
         Selling Securityholder
         (Print/type full legal name of beneficial owner of Registrable
         Securities)

         By: ___________________________________________________________________
         Name:
         Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE     TO THE COMPANY'S COUNSEL AT:

                               King & Spalding LLP

                               191 Peachtree Street, N.E.

                               Atlanta, Georgia 30303

                               Attention: William R. Spalding

                                     A-1-7




                                                                     EXHIBIT A-2

                           GEORGIA-PACIFIC CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                            DEADLINE FOR RESPONSE: *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Georgia-Pacific Corporation (the
"Company") 8% Senior Notes due 2014 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by    . Please forward a copy of the enclosed documents to
each beneficial owner that holds interests in the Securities through you. If you
require more copies of the enclosed materials or have any questions pertaining
to this matter, please contact Georgia-Pacific Corporation, 133 Peachtree
Street, N.E., Atlanta, Georgia 30303, (404) 652-4000.

----------------------------
* Not less than 28 calendar days from date of mailing.

                                     A-2-1




                           GEORGIA-PACIFIC CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Georgia-Pacific
Corporation (the "Company") and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form __ (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 8% Senior Notes due 2014 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined in the Exchange and
Registration Rights Agreement) is entitled to have the Registrable Securities
beneficially owned by it included in the Shelf Registration Statement. In order
to have Registrable Securities included in the Shelf Registration Statement,
this Notice of Registration Statement and Selling Securityholder Questionnaire
("Notice and Questionnaire") must be completed, executed and delivered to the
Company's counsel at the address set forth herein for receipt ON OR BEFORE     .
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, Holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

                                     A-2-2




                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B-1, in the case of the 2008 Notes, and as Exhibit B-2, in the case
of the 2014 Notes, to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                     A-2-3




                                 QUESTIONNAIRE

(1)(a)   Full Legal Name of Selling Securityholder:

   (b)   Full Legal Name of Registered Holder (if not the same as in (a) above)
         of Registrable Securities Listed in Item (3) below:

   (c)   Full Legal Name of DTC Participant (if applicable and if not the same
         as (b) above) Through Which Registrable Securities Listed in Item (3)
         below are Held:

(2)      Address for Notices to Selling Securityholder:

         ___________________

         ___________________

         ___________________

         Telephone:      _____________________________

         Fax:            _____________________________

         Contact Person: _____________________________

(3)      Beneficial Ownership of Securities:
         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

   (a)   Principal amount of Registrable Securities beneficially owned: CUSIP
         No(s). of such Registrable Securities: :_______________________________

   (b)   Principal amount of Securities other than Registrable Securities
         beneficially owned:____________________________________________________
         CUSIP No(s). of such other Securities: :_______________________________

   c)    Principal amount of Registrable Securities which the undersigned wishes
         to be included in the Shelf Registration Statement: :__________________
         CUSIP No(s). of such Registrable Securities to be included in the Shelf
         Registration Statement: :______________________________________________

(4)      Beneficial Ownership of Other Securities of the Company:
         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

                                     A-2-4




(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, Broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with Broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to Broker-dealers that in turn may sell such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling

                                     A-2-5




Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

         (i)      To the Company:

                                        Georgia-Pacific Corporation

                                        133 Peachtree Street, N.E.

                                        Atlanta, Georgia 30303

                                        Attention: Corporate Secretary

         (ii)     With a copy to:

                                        King & Spalding LLP

                                        191 Peachtree Street, N.E.

                                        Atlanta, Georgia 30303

                                        Attention:  William R. Spalding

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                     A-2-6




IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: _________________

         _______________________________________________________________________
         Selling Securityholder
         (Print/type full legal name of beneficial owner of Registrable
         Securities)

         By: ___________________________________________________________________
         Name:
         Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE    TO THE COMPANY'S COUNSEL AT:

                              King & Spalding LLP

                              191 Peachtree Street, N.E.

                              Atlanta, Georgia 30303

                              Attention: William R. Spalding

                                     A-2-7




                                                                     EXHIBIT B-1

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Georgia-Pacific Corporation
c/o  The Bank of New York
     101 Barclay Street
     Corporate Trust Administration - Floor 8W
     New York, New York 10286

      Attention: Trust Officer

         Re:      Georgia-Pacific Corporation (the "Company")
                  7 3/8% Senior Notes due 2008

Dear Sirs:

Please be advised that___________________________has transferred $______________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form (File No. 333-__________ ) filed by the
Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated _____________ or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite
such owner's name.

Dated:

                                             Very truly yours,

                                                 _______________________________
                                                 (Name)

                                             By: _______________________________
                                                 (Authorized Signature)

                                     B-1-1




                                                                     EXHIBIT B-2

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Georgia-Pacific Corporation
c/o   The Bank of New York
      101 Barclay Street
      Corporate Trust Administration - Floor 8W
      New York, New York 10286

      Attention:  Trust Officer

         Re:      Georgia-Pacific Corporation (the "Company")
                  8% Senior Notes due 2014

Dear Sirs:

Please be advised that____________________________has transferred $_____________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form (File No. 333-_________ ) filed by the
Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated _____________ or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite
such owner's name.

Dated: __________________

                                             Very truly yours,
                                                   _____________________________
                                                  (Name)

                                             By:  _____________________________
                                                  (Authorized Signature)

                                     B-2-1