<PAGE>
                                                                     EXHIBIT 4.1


                             MOHAWK INDUSTRIES, INC.
                                   as Issuer,

                              6.50% Notes due 2007

                              7.20% Notes dues 2012


                                 _________________

                                    INDENTURE

                            Dated as of April 2, 2002

                                 _________________

                       Wachovia Bank, NATIONAL ASSOCIATION

                                   as Trustee

<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE ....................... 1

SECTION 1.1.      DEFINITIONS .............................................. 1
SECTION 1.2.      INCORPORATION BY REFERENCE OF TIA ........................ 11
SECTION 1.3.      RULES OF CONSTRUCTION .................................... 11

ARTICLE II THE SECURITIES .................................................. 12

SECTION 2.1.      FORM AND DATING; SERIES .................................. 12
SECTION 2.2.      EXECUTION AND AUTHENTICATION ............................. 13
SECTION 2.3.      REGISTRAR, PAYING AGENT AND DEPOSITARY ................... 14
SECTION 2.4.      PAYING AGENT TO HOLD MONEY IN TRUST ...................... 14
SECTION 2.5.      HOLDER LISTS ............................................. 14
SECTION 2.6.      TRANSFER AND EXCHANGE .................................... 15
SECTION 2.7.      REPLACEMENT NOTES ........................................ 31
SECTION 2.8.      OUTSTANDING NOTES ........................................ 32
SECTION 2.9.      TREASURY NOTES ........................................... 32
SECTION 2.10.     TEMPORARY NOTES .......................................... 32
SECTION 2.11.     CANCELLATION ............................................. 33
SECTION 2.12.     DEFAULTED INTEREST ....................................... 33
SECTION 2.13.     CUSIP NUMBERS ............................................ 34
SECTION 2.14.     ISSUANCE OF ADDITIONAL NOTES ............................. 34

ARTICLE III REDEMPTION ..................................................... 35

SECTION 3.1.      OPTIONAL REDEMPTION ...................................... 35
SECTION 3.2.      NOTICES TO TRUSTEE ....................................... 35
SECTION 3.3.      SELECTION OF NOTES TO BE REDEEMED ........................ 35
SECTION 3.4.      NOTICE OF REDEMPTION ..................................... 36
SECTION 3.5.      EFFECT OF NOTICE OF REDEMPTION ........................... 37
SECTION 3.6.      DEPOSIT OF REDEMPTION PRICE .............................. 37
SECTION 3.7.      NOTES REDEEMED IN PART ................................... 38
SECTION 3.8.      NO MANDATORY REDEMPTION .................................. 38

ARTICLE IV COVENANTS ....................................................... 38

SECTION 4.1.      PAYMENT OF NOTES ......................................... 38
SECTION 4.2.      MAINTENANCE OF OFFICE OR AGENCY .......................... 39

                                       i

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<TABLE>
<S>                                                                          <C>
SECTION 4.3.      CORPORATE EXISTENCE ...................................... 39
SECTION 4.4.      PAYMENT OF TAXES AND OTHER CLAIMS ........................ 39
SECTION 4.5.      MAINTENANCE OF PROPERTIES ................................ 40
SECTION 4.6.      COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT ................ 40
SECTION 4.7.      REPORTS .................................................. 41
SECTION 4.8.      WAIVER OF STAY, EXTENSION OR USURY LAWS .................. 42
SECTION 4.9.      LIMITATION ON LIENS ...................................... 42
SECTION 4.10.     LIMITATION ON SALE AND LEASE-BACK TRANSACTION ............ 44

ARTICLE V SUCCESSOR CORPORATION ............................................ 45

SECTION 5.1.      LIMITATION ON MERGER, SALE OR CONSOLIDATION .............. 45
SECTION 5.2.      SUCCESSOR CORPORATION SUBSTITUTED ........................ 46

ARTICLE VI EVENTS OF DEFAULT AND REMEDIES .................................. 46

SECTION 6.1.      EVENTS OF DEFAULT ........................................ 46
SECTION 6.2.      ACCELERATION OF MATURITY DATE; RESCISSION AND ANNULMENT .. 47
SECTION 6.3.      COLLECTION OF DEBT AND SUITS FOR ENFORCEMENT BY TRUSTEE .. 48
SECTION 6.4.      TRUSTEE MAY FILE PROOFS OF CLAIM ......................... 49
SECTION 6.5.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES ... 50
SECTION 6.6.      PRIORITIES ............................................... 50
SECTION 6.7.      LIMITATION ON SUITS ...................................... 50
SECTION 6.8.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                  PREMIUM AND INTEREST ..................................... 51
SECTION 6.9.      RIGHTS AND REMEDIES CUMULATIVE ........................... 52
SECTION 6.10.     DELAY OR OMISSION NOT WAIVER ............................. 52
SECTION 6.11.     CONTROL BY HOLDERS ....................................... 52
SECTION 6.12.     WAIVER OF EXISTING OR PAST DEFAULT                         52
SECTION 6.13.     UNDERTAKING FOR COSTS .................................... 53
SECTION 6.14.     RESTORATION OF RIGHTS AND REMEDIES ....................... 53

ARTICLE VII TRUSTEE ........................................................ 54

SECTION 7.1.      DUTIES OF TRUSTEE ........................................ 54
SECTION 7.2.      RIGHTS OF TRUSTEE ........................................ 55
SECTION 7.3.      INDIVIDUAL RIGHTS OF TRUSTEE ............................. 57
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                          <C>
     SECTION 7.4.  TRUSTEE'S DISCLAIMER ..................................... 57
     SECTION 7.5.  NOTICE OF DEFAULT ........................................ 57
     SECTION 7.6.  REPORTS BY TRUSTEE TO HOLDERS ............................ 57
     SECTION 7.7.  COMPENSATION AND INDEMNITY ............................... 58
     SECTION 7.8.  REPLACEMENT OF TRUSTEE ................................... 59
     SECTION 7.9.  SUCCESSOR TRUSTEE BY MERGER, ETC. ........................ 60
     SECTION 7.10. ELIGIBILITY; DISQUALIFICATION ............................ 60
     SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. ....... 60

ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE ....................... 60

     SECTION 8.1.  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE . 60
     SECTION 8.2.  LEGAL DEFEASANCE AND DISCHARGE ........................... 61
     SECTION 8.3.  COVENANT DEFEASANCE ...................................... 61
     SECTION 8.4.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE ............... 62
     SECTION 8.5.  DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS
                   TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS ...... 63
     SECTION 8.6.  REPAYMENT TO THE COMPANY ................................. 63
     SECTION 8.7.  REINSTATEMENT ............................................ 64

ARTICLE IX AMENDMENTS, SUPPLEMENTS AND WAIVERS .............................. 65

     SECTION 9.1.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS ....... 65
     SECTION 9.2.  AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS WITH
                   CONSENT OF HOLDERS ....................................... 66
     SECTION 9.3.  COMPLIANCE WITH TIA ...................................... 67
     SECTION 9.4.  REVOCATION AND EFFECT OF CONSENTS ........................ 67
     SECTION 9.5.  NOTATION ON OR EXCHANGE OF NOTES ......................... 68
     SECTION 9.6.  TRUSTEE TO SIGN AMENDMENTS, ETC. ......................... 68

ARTICLE X MISCELLANEOUS ..................................................... 69

     SECTION 10.1. TIA CONTROLS ............................................. 69
     SECTION 10.2. NOTICES .................................................. 69
     SECTION 10.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS ............. 70
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                             <C>
     SECTION 10.4.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT ....... 70
     SECTION 10.5.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION ............ 71
     SECTION 10.6.   RULES BY TRUSTEE, PAYING AGENT, REGISTRAR ................ 71
     SECTION 10.7.   LEGAL HOLIDAYS ........................................... 71
     SECTION 10.8.   GOVERNING LAW ............................................ 72
     SECTION 10.9.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS ............ 72
     SECTION 10.10.  NO RECOURSE AGAINST OTHERS ............................... 72
     SECTION 10.11.  SUCCESSORS ............................................... 73
     SECTION 10.12.  DUPLICATE ORIGINALS ...................................... 73
     SECTION 10.13.  SEVERABILITY ............................................. 73
     SECTION 10.14.  TABLE OF CONTENTS, HEADINGS, ETC. ........................ 73
     SECTION 10.15.  QUALIFICATION OF INDENTURE ............................... 73
     SECTION 10.16.  REGISTRATION RIGHTS ...................................... 74


EXHIBIT A .....................................................................  1

EXHIBIT B FORM OF CERTIFICATE OF TRANSFER .....................................  1

EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE .....................................  1

EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
           ACCREDITED INVESTOR ................................................  1
</TABLE>

                                       iv

<PAGE>

                              CROSS-REFERENCE TABLE

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

310(a)(1) ...............................................        7.10
   (a)(2) ...............................................        7.10
   (a)(3) ...............................................        N.A.
   (a)(4) ...............................................        N.A.
   (a)(5) ...............................................        7.10
   (b) ..................................................        7.10
   (c) ..................................................        N.A.

311(a) ..................................................        7.11
   (b) ..................................................        7.11
   (c) ..................................................        N.A.

312(a) ..................................................         2.5
   (b) ..................................................        10.3
   (c) ..................................................        10.3

313(a) ..................................................         7.6
   (b)                                                            7.6
   (c)                                                            7.6
   (d) ..................................................        N.A.

314(a) .................................................. 4.6(a), 4.7
   (b)(1) ...............................................        N.A.
   (b)(2) ...............................................        N.A.
   (c)(1) ...............................................        N.A.
   (c)(2) ...............................................        10.4
   (c)(3) ...............................................        10.4
   (d) ..................................................        N.A.
   (e) ..................................................        10.5
   (f) ..................................................        N.A.

315(a) ..................................................        N.A.
   (b) ..................................................         7.5
   (c) ..................................................         7.1

                                        v

<PAGE>

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

   (d) ..............................................................    7.1
   (e) ..............................................................   N.A.

316(a)(last sentence) ...............................................    2.9
   (a)(1)(A) ........................................................   N.A.
   (a)(1)(B) ........................................................   N.A.
   (a)(2) ...........................................................   N.A.
   (b) ..............................................................    6.8

317(a)(1) ...........................................................    6.5
   (a)(2) ...........................................................    6.4
   (b) ..............................................................    2.4

318(a) ..............................................................   N.A.
   (b) ..............................................................   N.A.
   (c) ..............................................................   10.1

__________

N.A. means Not Applicable
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of this Indenture.

                                       vi

<PAGE>

                  INDENTURE, dated as of April 2, 2002, by and between Mohawk
Industries, Inc., a Delaware corporation (the "Company"), and Wachovia Bank,
National Association, as trustee (the "Trustee").

                  Each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders of the
Company's 6.50% Series A Notes due 2007 (the "Series A Notes") and the Holders
of the Company's 7.20% Series B Notes due 2012 (the "Series B Notes") and the
classes of 6.50% Series C Notes due 2007 (the "Series C Notes") and 7.20% Series
D Notes due 2012 (the "Series D Notes") to be respectively exchanged therefor:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.      DEFINITIONS

         "144A Global Note" means one or more Global Notes bearing the Private
Placement Legend that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Notes sold in reliance
on Rule 144A.

         "501 Global Note" means one or more Global Notes bearing the Private
Placement Legend that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Notes sold to
Institutional Accredited Investors.

         "Acceleration Notice" shall have the meaning specified in Section 6.2.

         "Additional Notes" means additional Notes having identical terms and
conditions to a series of Initial Notes that may be issued pursuant to this
Indenture after the Issue Date, other than pursuant to an Exchange Offer or
otherwise in exchange for or in replacement of outstanding Notes.

         "Affiliate" means any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, the term "control" means the power to direct the
management and policies of a Person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by contract,
or otherwise; provided, that with respect to ownership interest in the Company
and its Subsidiaries, a Beneficial Owner of 10% or more of the total voting
power normally entitled to vote in the election of directors, managers or
trustees, as applicable, shall for such purposes be deemed to constitute
control.

         "Agent" means any Registrar, Paying Agent or co-Registrar.

<PAGE>

         "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 at the relevant time.

         "Attributable Debt" means, on the date of any determination, the
present value of the obligation of the lessee for Net Rental Payments during the
remaining term of the lease included in a Sale and Lease-Back 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 interest rate set forth or implicit in the terms of
such lease or, if not practicable to determine such rate, the weighted average
interest rate per annum borne by the Notes, in either case compounded
semiannually.

         "Authentication Order" shall have the meaning specified in Section 2.2.

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

         "Beneficial Owner" or "beneficial owner" for purposes of the definition
of Affiliate has the meaning attributed to it in Rules 13d-3 and 13d-5 under the
Exchange Act (as in effect on the Issue Date), whether or not applicable.

         "Board of Directors" means, with respect to any Person, the board of
directors of such Person or any committee of the Board of Directors of such
Person authorized, with respect to any particular matter, to exercise the power
of the board of directors of such Person.

         "Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

         "Broker-Dealer" means any broker-dealer that receives Exchange Notes
for its own account in the Exchange Offer in exchange for Notes that were
acquired by such broker-dealer as a result of market-making or other trading
activities.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

         "Cash" or "cash" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public or private debts.

         "Clearstream" means Clearstream Banking S.A., or its successors.

         "Code" means the Internal Revenue Code of 1986, as amended.

                                       2

<PAGE>

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

         "Consolidated Net Tangible Assets" means, on the date of any
determination, the aggregate amount of assets, less applicable reserves and
other properly deductible items, after deducting from that net amount:

         (a)      all current liabilities; and

         (b)      all goodwill, trademarks, trade names, patents, unamortized
debt-discount and other like intangibles.

in each case as set forth on the most recently available consolidated balance
sheet of the Company and the Consolidated Subsidiaries, in accordance with GAAP.

         "Consolidated Subsidiary" means a Subsidiary of the Company, except a
Subsidiary of the Company that neither transacts any substantial portion of its
business nor regularly maintains any substantial portion of its fixed assets
within the United States, whose financial statements are consolidated with those
of the Company in accordance with GAAP.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 12 East 49/th/ Street, 37/th/ Floor, New
York, New York 10017, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as a successor Trustee may designate from time to
time by notice to the Holders and the Company), in either case which shall be
located in the Borough of Manhattan, The City of New York.

         "Covenant Defeasance" shall have the meaning specified in Section 8.3.

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

         "Debt" means, at any time, all obligations of the Company and each
Consolidated Subsidiary, to the extent such obligations would appear as a
liability upon the consolidated balance sheet of the Company and the
Consolidated Subsidiaries, in accordance with GAAP, (1) for borrowed money, (2)
evidenced by bonds, debentures, notes or other similar instruments, and (3) in
respect of any letters of credit supporting any Debt of others, and all
guarantees by the Company or any Consolidated Subsidiary of Debt of others.

                                       3

<PAGE>

         "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.

         "Defaulted Interest" shall have the meaning specified in Section 2.12.

         "Definitive Notes" means one or more certificated Notes due 2007 or
Notes due 2012 registered in the name of the Holder thereof and issued in
accordance with Section 2.6 hereof, in the form of Exhibit A/1 and Exhibit A/2,
respectively, except that such Note shall not include the information called for
by footnotes 3, 4 and 8 thereof.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the person specified in Section 2.3 as the
Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

         "Distribution Compliance Period" means the 40-day restricted period, as
defined in Rule 903(b)(3) under the Securities Act.

         "DTC" shall have the meaning specified in Section 2.3.

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

         "Event of Default" shall have the meaning specified in Section 6.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "Exchange and Registration Rights Agreement" means the Exchange and
Registration Rights Agreement, dated as of the Issue Date, by and among the
Company and the other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time.

         "Exchange Notes" means, collectively, the Series C Notes issued in
exchange for Series A Notes and the Series D Notes issued in exchange for Series
B Notes, in each case pursuant to an Exchange Offer, or, where the context so
requires, the Series C Notes or the Series D Notes, individually.

         "Exchange Offer" means an offer that may be made by the Company
pursuant to the Exchange and Registration Rights Agreement to exchange Series C
Notes and Series D Notes for Series A Notes and Series B Notes, respectively.

                                       4

<PAGE>

         "Exchange Offer Registration Statement" shall have the meaning set
forth in the Exchange and Registration Rights Agreement.

         "Funded Debt" means (1) all Debt for money borrowed having a maturity
of more than 12 months from the date as of which the determination is made or
having a maturity of 12 months or less but by its terms being renewable or
extendible beyond 12 months from such date at the option of the borrower
(excluding any amount thereof included in current liabilities) and (2) all
rental obligations payable more than 12 months from such date under leases that
are capitalized in accordance with GAAP (such rental obligations to be included
as Funded Debt at the amount so capitalized).

         "GAAP" means United States generally accepted accounting principles as
in effect on the Issue Date as set forth in (1) the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified Public
Accountants, (2) statements and pronouncements of the Financial Accounting
Standards Board, (3) such other statements by such other entity as approved by a
significant segment of the accounting profession in the United States and (4)
the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the SEC. All ratios and computations
based on GAAP contained in this Indenture shall be computed in conformity with
GAAP.

         "Global Notes" means one or more Notes due 2007 or Notes due 2012 in
the form of Exhibit A/1 and Exhibit A/2, respectively, that includes the
information referred to in footnotes 3, 4 and 8 to the form of such Note, issued
under this Indenture, that is deposited with or on behalf of and registered in
the name of the Depositary or its nominee.

         "Global Note Legend" means the legend set forth in Section 2.6(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

         "Holder" or "Securityholder" means the Person in whose name a Note is
registered on the Registrar's books.

         "incur" means to, directly or indirectly, issue, assume, guaranty,
incur, become directly or indirectly liable with respect to (including as a
result of an acquisition (by way of merger, consolidation or otherwise)), or
otherwise become responsible for, contingently or otherwise.

         "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

                                       5

<PAGE>

         "Indirect Participant" means any entity that, with respect to DTC,
clears through or maintains a direct or indirect, custodial relationship with a
Participant.

         "Initial Notes" means, collectively, the Series A Notes and the Series
B Notes, each, as supplemented from time to time in accordance with the terms
hereof, issued under this Indenture that contain the information referred to in
footnotes 6 and 7 to the form of Note with respect thereto attached hereto as
Exhibit A/1 and Exhibit A/2, respectively, or, where the context so requires,
the Series A Notes or the Series B Notes, individually.

         "Initial Purchasers" means the purchasers named in Schedule I to the
Purchase Agreement.

         "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 is not also a QIB.

         "Interest Payment Date" means the stated due date of an installment of
interest on the Notes.

         "Issue Date" means the date of first issuance of the Notes under this
Indenture.

         "Legal Defeasance" shall have the meaning specified in Section 8.2.

         "Legal Holiday" shall have the meaning specified in Section 10.7.

         "Lien" means any mortgage, pledge, hypothecation, encumbrance, security
interest, statutory or other lien, or preference, priority or other security or
similar agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).

         "Maturity Date" means, when used with respect to any Note, the date
specified on such Note as the fixed date on which the final installment of
principal of such Note is due and payable (in the absence of any acceleration
thereof pursuant to the provisions of this Indenture regarding acceleration of
Debt).

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

         "Net Proceeds" means, with respect to a Sale and Lease-Back
Transaction, the aggregate amount of cash or cash equivalents received by the
Company or a Consolidated Subsidiary, less the sum of all payments, fees,
commissions and expenses incurred in connection with such Sale and Lease-Back
Transaction, and less the amount (estimated reasonably and in good faith by the
Company) of income, franchise, sales and other

                                       6

<PAGE>

applicable taxes required to be paid by the Company or any Consolidated
Subsidiary in connection with such Sale and Lease-Back Transaction in the
taxable year that such Sale and Lease-Back Transaction is consummated or in the
immediately succeeding taxable year, the computation of which shall take into
account the reduction in tax liability resulting from any available operating
losses and net operating loss carryovers, tax credits and tax credit
carryforwards, and similar tax attributes.

         "Net Rental Payments" means, under any lease of any period, the total
amount of rent payable by the lessee after excluding amounts required to be paid
on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges.

         "Notes" means, collectively (i) the Initial Notes, (ii) the Exchange
Notes, when and if issued as provided in the Exchange and Registration Rights
Agreement, and (iii) the Additional Notes, or, where the context so requires, a
series of Notes, individually.

         "Notes due 2007" means the Series A Notes and the Series C Notes,
collectively.

         "Notes due 2012" means the Series B Notes and the Series D Notes,
collectively.

         "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer, the Controller, or the
Secretary of the Company.

         "Officers' Certificate" means a certificate signed by two Officers or
by an Officer and an Assistant Secretary of the Company and otherwise complying
with the requirements of Sections 10.4 and 10.5.

         "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee complying with the requirements of Sections
10.4 and 10.5.

         "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 The Depository Trust Company,
shall include Euroclear and Clearstream).

         "Paying Agent" shall have the meaning specified in Section 2.3.

         "Person" or "person" means any corporation, individual, limited
liability company, joint stock company, joint venture, partnership,
unincorporated association, governmental regulatory entity, country, state or
political subdivision thereof, trust, municipality or other entity.

                                       7

<PAGE>

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

         "principal" of any Debt means the principal amount of such Debt as of
any date of determination.

         "Principal Property" means any mill, manufacturing plant, warehouse or
other similar facility or any parcel of real estate or group of contiguous
parcels of real estate owned or leased by the Company or any Consolidated
Subsidiary on the Issue Date or is thereafter acquired or leased by the Company
or any Consolidated Subsidiary and that is located within the United States and
the gross book value, without deduction of any depreciation reserves, of which
on the date as of which the determination is being made exceeds 1% of
Consolidated Net Tangible Assets.

         "Purchase Agreement" means the Purchase Agreement, dated March 25,
2002, by and among the Company and the Initial Purchasers, as such agreement may
be amended, modified or supplemented from time to time in accordance with the
terms thereof.

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

         "Record Date" means a record date specified in the Notes whether or not
such record date is a Business Day, or, if applicable, as specified in Section
2.12.

         "Redemption Date," when used with respect to any Notes due 2007 or any
Notes due 2012 to be redeemed, means the date fixed for such redemption pursuant
to Article III of this Indenture and Section 5 in the form of Note with respect
thereto attached hereto as Exhibit A/1 and Exhibit A/2, respectively.

         "Redemption Price," when used with respect to any Note due 2007 or any
Note due 2012 to be redeemed, means the redemption price for such redemption
pursuant to Section 5 in the form of Note with respect thereto attached hereto
as Exhibit A/1 and Exhibit A/2, respectively.

         "Reg S Permanent Global Note" means one or more permanent Global Notes
bearing the Private Placement Legend, that will be issued in an aggregate amount
of denominations equal in total to the outstanding principal amount of the Reg S
Temporary Global Note upon expiration of the Distribution Compliance Period.

         "Reg S Temporary Global Note" means one or more temporary Global Notes
bearing the Private Placement Legend and the Reg S Temporary Global Note Legend,

                                       8

<PAGE>

issued in an aggregate amount of denominations equal in total to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.

         "Reg S Temporary Global Note Legend" means the legend set forth in
Section 2.6(g)(3), which is required to be placed on all Reg S Temporary Global
Notes issued under this Indenture.

         "Registrar" shall have the meaning specified in Section 2.3.

         "Regulation S" means Regulation S promulgated under the Securities Act,
as it may be amended from time to time, and any successor provision thereto.

         "Regulation S-X" means Regulation S-X promulgated under the Securities
Act, as it may be amended from time to time, and any successor provision
thereto.

         "Regulation S Global Note" means a Reg S Temporary Global Note or a Reg
S Permanent Global Note, as the case may be.

         "Restricted Definitive Note" means one or more Definitive Notes bearing
the Private Placement Legend, issued under this Indenture.

         "Restricted Global Note" means one or more Global Notes bearing the
Private Placement Legend, issued under this Indenture; provided, that in no case
shall an Exchange Note issued in accordance with this Indenture and the terms of
the Exchange and Registration Rights Agreement be a Restricted Global Note.

         "Restricted Note" means a Note, unless or until it has been (i)
effectively registered under the Securities Act and disposed of in accordance
with the registration statement covering it or (ii) distributed to the public
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act; provided, that in no case shall an Exchange Note issued in
accordance with this Indenture and the terms and provisions of the Exchange and
Registration Rights Agreement be a Restricted Note.

         "Rule 144A" means Rule 144A promulgated under the Securities Act, as it
may be amended from time to time, and any successor provision thereto.

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

         "Sale and Lease-Back Transaction" means any arrangement whereby the
Company or any of its Subsidiaries has sold or transferred, or will sell or
transfer, property and has or will take back a lease pursuant to which the
rental payments are calculated to amortize the purchase price of the property
substantially over the useful life of such property.

                                       9

<PAGE>

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

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

         "Shelf Registration Statement" shall have the meaning set forth in the
Exchange and Registration Rights Agreement.

         "Special Interest " means all special interest then owing pursuant to
the Exchange and Registration Rights Agreement.

         "Special Record Date" for payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.12.

         "Stated Maturity," when used with respect to (i) any Notes due 2007,
means April 15, 2007, and (ii) any Notes due 2012, means April 15, 2012.

         "Subsidiary" means a corporation, a majority of the outstanding voting
stock of which is owned, directly or indirectly, by the Company and/or by one or
more of its other Subsidiaries, a partnership in which the Company or a
Subsidiary of the Company is, at the time, a general partner, and any other
entity in which the Company and/or one of its Subsidiaries, directly or
indirectly, has a majority ownership interest.

         "TIA" means the Trust Indenture Act of 1939, as amended, (15 U.S. Code
(S)(S) 77aaa-77bbbb) as in effect on the date of the execution of this
Indenture, except as provided in Section 9.3.

         "Transfer Restricted Notes" means Global Notes and Definitive Notes
that bear or are required to bear the Private Placement Legend, issued under
this Indenture.

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

         "Trust Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter

                                       10

<PAGE>

is referred because of such person's knowledge of and familiarity with the
particular subject.

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

         "Unrestricted Global Note" means one or more permanent Global Notes
representing a series of Notes that does not bear and is not required to bear
the Private Placement Legend, issued under this Indenture.

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

SECTION 1.2.      INCORPORATION BY REFERENCE OF TIA

                  Whenever this Indenture refers to a provision of the TIA, such
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:

                  "Commission" means the SEC.

                  "indenture securities" means the Notes.

                  "indenture securityholder" means a Holder or a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company and
any other obligor on the Notes.

                  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 and not
otherwise defined herein have the TIA meanings assigned to them thereby.

SECTION 1.3.      RULES OF CONSTRUCTION

                  Unless the context otherwise requires:

                                       11

<PAGE>

                  (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) "including" means including, without limitation;

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

                  (6) provisions apply to successive events and transactions;

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

                  (8) references to Sections or Articles means reference to such
     Section or Article in this Indenture, unless stated otherwise.

                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.1.      FORM AND DATING; SERIES

         (a) General. The Notes due 2007 and the related Trustee's certificate
             -------
of authentication shall be substantially in the form of Exhibit A/1. The Notes
due 2012 and the related Trustee's certificate of authentication shall be
substantially in the form of Exhibit A/2. The Notes may have notations, legends
or endorsements required by law, stock exchange rule or usage. Each Note shall
be dated the date of its authentication. The Notes shall be in denominations of
$1,000 and integral multiples thereof.

         The Notes may be issued in the series and on the terms set forth
therein and in this Indenture. The terms and provisions contained in the Notes
shall constitute, and are hereby expressly made, a part of this Indenture, and
the Company 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.

                                       12

<PAGE>

        (b)    Global Notes. Notes due 2007 and Notes due 2012 issued in global
               ------------
form shall be substantially in the form of Exhibit A/1 and Exhibit A/2,
respectively (including the Global Note Legend thereon and the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Notes due 2007 and
Notes due 2012 issued in definitive form shall be substantially in the form of
Exhibit A/1 and Exhibit A/2, respectively (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes of a particular series as shall be specified therein and each shall
provide that it shall represent the aggregate principal amount of such
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of such 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 of
the series represented thereby shall be made by the Trustee or the Securities
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.6 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 in effect at the relevant time
shall be applicable to transfers of beneficial interests in the Regulation S
Global Notes that are held by Participants through Euroclear or Clearstream
Bank.

SECTION 2.2.      EXECUTION AND AUTHENTICATION

        Two Officers shall sign the Notes for the Company by manual or
facsimile signature. In the case of Definitive Notes, such signatures may be
imprinted or otherwise reproduced on such Notes. If an Officer whose signature
is on a Note no longer holds that office at the time a Note is authenticated,
the Note shall nevertheless be valid. A Note shall not be valid until
authenticated by the manual or facsimile signature of the Trustee. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture. The Trustee shall, upon a written order of the Company signed by an
Officer (an "Authentication Order"), authenticate Notes for issuance up to the
aggregate principal amount stated in such Authentication Order. The aggregate
principal amount of Notes that may be authenticated and delivered under this
Indenture is unlimited; provided, that Notes authenticated for issuance on the
Issue Date shall not exceed $700,000,000 in aggregate principal amount. 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.

<PAGE>

SECTION 2.3.         REGISTRAR, PAYING AGENT AND DEPOSITARY

                  The Company shall maintain an office or agency in the Borough
of Manhattan, The City of New York, 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 shall
keep a register of each series of 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 shall 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 an entity other than the
Trustee as either 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 Registrar and Paying Agent and to act as Securities Custodian
with respect to the Global Notes.

SECTION 2.4.         PAYING AGENT TO HOLD MONEY IN TRUST

                  The Company shall 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 of a series of Notes or the Trustee all money held by the
Paying Agent for the payment of principal, premium or Special Interest, if any,
or interest on such series of 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) shall have no further liability for the money.
If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of the Holders of a series of Notes all
money held by it as Paying Agent with respect to such series of Notes. Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Notes.

SECTION 2.5.         HOLDER LISTS

                  The Trustee shall preserve, in as current a form as is
reasonably practicable, the most recent list available to it of the names and
addresses of all Holders of each series of Notes, by series, and shall otherwise
comply with TIA (S)312(a). If the Trustee is not the Registrar, the Company
shall furnish, or shall cause the Registrar (if

                                       14

<PAGE>

other than the Company) to furnish, to the Trustee at least seven Business Days
before each Interest Payment Date with respect to a series of Notes 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 such series, and the Company shall otherwise comply with TIA
(S)312(a).

SECTION 2.6.         TRANSFER AND EXCHANGE

                 All of the provisions of this Section 2.6 shall apply to each
series of Notes individually.

                 (a) Transfer and Exchange of Global Notes. A Global Note may
                     -------------------------------------
not be transferred except as a whole 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 (i) the Company
delivers to the Trustee notice from the Depositary that (x) the Depositary is
unwilling or unable to continue to act as Depositary for the Global Notes and
the Company thereupon fails to appoint a successor Depositary within 90 days or
(y) the Depositary is no longer a clearing agency registered under the Exchange
Act, (ii) 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 (iii) upon request of the
Trustee or Holders of a majority of the aggregate principal amount of
outstanding Notes if there shall have occurred and be continuing a Default or
Event of Default with respect to the Notes; provided, that the Reg S Temporary
Global Note shall be exchanged by the Company for Definitive Notes prior to the
expiration of the Distribution Compliance Period only as set forth in Section
2.6(c)(4). Upon the occurrence of any of the preceding events in (i), (ii) or
(iii) 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 2.7 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 2.6 or Section 2.7 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 2.6(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.6(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
-----
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the

                                       15

<PAGE>

Securities Act. Transfers of beneficial interests in the Global Notes also
shall 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 Distribution Compliance
       Period, transfers of beneficial interests in the Reg S Temporary Global
       Note may not be made to a U.S. person (as such term is defined in
       Regulation S) or for the account or benefit of a U.S. person (other than
       an Initial Purchaser), except as permitted by Regulation S. 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 2.6(b)(1), but the Company or the Trustee may
       request an opinion of counsel.

          (2) All Other Transfers and Exchanges of Beneficial Interests
              ---------------------------------------------------------
       in Global Notes (including for Definitive Notes). In connection with all
       -----------------------------------------------
       transfers and exchanges of beneficial interests that are not subject to
       Section 2.6(b)(1) above, the transferor of such beneficial interest must
       deliver to the Registrar either (A) (1) an 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 (2)
       instructions given in accordance with the Applicable Procedures
       containing information regarding the Participant account to be credited
       with such increase or (B) (1) an 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 (2) 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 (B)(1) above; provided, that Definitive Notes shall be issued upon the
       transfer or exchange of beneficial interests in the Reg S Temporary
       Global Note prior to the expiration of the Distribution Compliance Period
       only as set forth in Section 2.6(c)(4). Upon consummation of an Exchange
       Offer by the Company in accordance with Section 2.6(f) hereof, the
       requirements of this Section 2.6(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

                                       16

<PAGE>

          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 2.6(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 2.6(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 501 Global Note, then the transferor
             must deliver a certificate in the form of Exhibit B hereto,
             including the certifications in item (3)(d) thereof; or

                       (C)  if the transferee will take delivery in the form of
             a beneficial interest in the Reg S Temporary Global Note or the Reg
             S Permanent Global Note, then the transferor must deliver a
             certificate in the form of Exhibit B hereto, including the
             certifications in item (2) thereof.

                 (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 the
          requirements of Section 2.6(b)(2) above and:

                       (A)  such exchange or transfer is effected pursuant to
             the Exchange Offer in accordance with the Exchange and Registration
             Rights Agreement and Section 2.6(f) hereof, 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 (1) a Broker-
             Dealer, (2) a Person participating in the distribution of

                                       17

<PAGE>

                  the Exchange Notes or (3) 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 Exchange and
                  Registration Rights Agreement and a certificate to the effect
                  set forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof, is delivered by the transferor;

                     (C)    such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Exchange and Registration Rights Agreement
                  and a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(c) thereof, is
                  delivered by the transferor; or

                     (D)    the Registrar receives the following: (1) 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 (2) 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), an Opinion of Counsel in form, and from
                  legal counsel, reasonably acceptable to the Registrar and 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.

                  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 2.2 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.

                                       18

<PAGE>

                     (c)    Transfer and Exchange of Beneficial Interests for
                            -------------------------------------------------
Definitive Notes. Transfer and exchange of beneficial interests in the Global
----------------
Notes for Definitive Notes shall be made subject to compliance with this Section
2.6(c), and the requesting Holder shall provide any certifications, documents
and information, as applicable, required pursuant to the following provisions of
this Section 2.6(c). Upon receipt of such applicable documentation, the Trustee
shall cause the aggregate principal amount of the applicable Restricted Global
Note or Unrestricted Global Note, as applicable, to be reduced accordingly
pursuant to Section 2.6 (h) hereof, and the Company shall execute and, upon
receipt of an Authentication Order pursuant to Section 2.2, the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Restricted Definitive Note or an Unrestricted Definitive Note, as applicable, in
the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest in a Global Note pursuant to this Section 2.6(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 Definitive Notes are so registered.

                            (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 under the
                  Securities Act, 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 (as such term is defined in
                  Regulation S) in an offshore transaction in accordance with
                  Rule 903 or Rule 904 under the Securities Act, a certificate
                  to the effect set forth in Exhibit B hereto, including the
                  certifications in item (2) thereof;

                                       19

<PAGE>

                  (D)  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) and (C) above, a certificate to the effect set forth
       in Exhibit B hereto, including the certifications, certificates and
       Opinion of Counsel required by item (3)(d) thereof, if applicable; or

                  (E)  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 certification in item (3)(b) thereof.

Any Restricted Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.6(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 Exchange and Registration Rights
       Agreement and Section 2.6(f) hereof, 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 (1) a Broker-Dealer, (2) a Person participating in the distribution
       of the Exchange Notes or (3) 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 Exchange and Registration
       Rights Agreement and a certificate to the effect set forth in Exhibit B
       hereto, including the certifications in item (3)(c) thereof, is delivered
       by the transferor;

                  (C)  such transfer is effected by a Broker-Dealer pursuant to
       the Exchange Offer Registration Statement in accordance with the Exchange
       and Registration Rights Agreement and a certificate to the effect set
       forth in Exhibit B hereto, including the certifications in item (3)(c)
       thereof, is delivered by the transferor; or

                                       20

<PAGE>

                    (D)  the Registrar receives the following: (1) if the holder
           of such beneficial interest in a Restricted Global Note proposes to
           exchange such beneficial interest for an Unrestricted Definitive
           Note, a certificate from such holder in the form of Exhibit C hereto,
           including the certifications in item (1)(b) thereof; or (2) 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 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), an Opinion of Counsel in
           form, and from legal counsel, reasonably acceptable to the Registrar
           and 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.

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

                 (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 an Unrestricted Definitive Note or to transfer such beneficial
      interest to a Person who takes delivery thereof in the form of an
      Unrestricted Definitive Note, then such holder shall satisfy the
      applicable conditions set forth in Section 2.6(b)(2) hereof. Any
      Unrestricted Definitive Note issued in exchange for a beneficial interest
      pursuant to this Section 2.6(c)(3) shall not bear the Private Placement
      Legend.

                 (4)   Transfer or Exchange of Reg S Temporary Global Notes.
                       ----------------------------------------------------
      Notwithstanding the other provisions of this Section 2.6, a beneficial
      interest in the Reg S Temporary Global Note may not be (A) exchanged for a
      Definitive Note prior to (x) the expiration of the Distribution Compliance
      Period (unless such exchange is approved by the Company, does not require
      an investment decision on the part of the Holder thereof and does not
      violate the provisions of Regulation S) and (y) the receipt by the
      Registrar of any certificates identified by the Company or its counsel to
      be required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or
      (B) transferred to a Person who takes delivery thereof in the form of a
      Definitive Note prior to the events set forth in clause (A) above or
      unless the transfer is pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 903 or Rule 904.

                                       21

<PAGE>

                 (d) Transfer and Exchange of Definitive Notes for Beneficial
                     --------------------------------------------------------
Interests. Transfer and exchange of Definitive Notes for beneficial interests in
---------
the Global Notes shall be made subject to compliance with this Section 2.6(d),
and the requesting Holder shall provide any certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.6(d). Upon receipt from such Holder of such applicable
documentation and the surrender to the Registrar of 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, the Registrar shall register the transfer or
exchange of the Definitive Notes. The Trustee shall cancel such Definitive Notes
so surrendered and cause the aggregate principal amount of the applicable
Restricted Global Note or Unrestricted Global Note, as applicable, to be
increased accordingly pursuant to Section 2.6(h) hereof.

                    (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 under the
                  Securities Act, 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 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof; or

                            (D)     if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  accordance with Regulation D under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(d) thereof;

                                       22

<PAGE>

the Trustee shall cancel the Restricted Definitive Note and 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 the case of clause (D) above, the 501 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 Exchange and Registration
            Rights Agreement and Section 2.6(f) hereof, 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 (1)
            a Broker-Dealer, (2) a Person participating in the distribution of
            the Exchange Notes or (3) 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 Exchange and
            Registration Rights Agreement and a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item
            (3)(c) thereof, is delivered by the transferor;

                       (C)      such transfer is effected by a Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Exchange and Registration Rights Agreement and a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(c) thereof, is delivered by the
            transferor; or

                       (D)      the Registrar receives the following: (1) if the
            Holder of such Restricted 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 (2) 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 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), an Opinion of Counsel in form, and from
            legal counsel,


                                       23

<PAGE>

                  reasonably acceptable to the Registrar and 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 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.

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) of this Section
2.6(d) 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 2.2 hereof, the Trustee shall 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 2.6(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall 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. The Trustee shall cancel any such
Definitive Notes so surrendered, and the Company shall execute and, upon receipt
of an Authentication Order pursuant to Section 2.2, the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Restricted Definitive Note or an Unrestricted Definitive Note, as applicable, in
the appropriate principal amount. Any Definitive Note issued pursuant to this
Section 2.6(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 Definitive Notes are so registered. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.6(e).

                        (1) Restricted Definitive Notes to Restricted Definitive
                            ----------------------------------------------------
         Notes. Any Restricted Definitive Note may be transferred to and
         -----
registered in the name of

                                       24

<PAGE>

       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 to a QIB
              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;

                            (C)    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 (A) and (B) above,
              then the transferor must deliver a certificate to the effect set
              forth in Exhibit B hereto, including the certifications,
              certificates and Opinion of Counsel required by item (3)(d)
              thereof, if applicable; or

                            (D)    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 certification in item (3)(b) thereof, must be delivered by the
              transferor.

                     (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 Exchange and
              Registration Rights Agreement and Section 2.6(f) hereof, 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 (1) a Broker-Dealer, (2) a Person participating in
              the distribution of the Exchange Notes or (3) 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 Exchange and
              Registration Rights Agreement and a certificate to the effect set
              forth in Exhibit B

                                       25

<PAGE>

          hereto, including the certifications in item (3)(c) thereof, is
          delivered by the transferor;

                    (C) any such transfer is effected by a Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Exchange and Registration Rights Agreement and a certificate
          to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof, is delivered by the transferor;
          or

                    (D) the Registrar receives the following: (1) 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 (2) 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), an Opinion of Counsel in
          form, and from legal counsel, reasonably acceptable to the Registrar
          and 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 Exchange and Registration Rights Agreement, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.2 and an Opinion of Counsel for the Company as to certain matters
discussed in this Section 2.6(f), the Trustee shall authenticate (i) one or more
Unrestricted Global Notes in an aggregate principal amount equal to the sum of
(A) the principal amount of the beneficial interests in the Restricted Global
Notes exchanged or transferred for beneficial interests in Unrestricted Global
Notes in connection with the Exchange Offer pursuant to Section 2.6(b)(4) and
(B) the principal amount of Restricted Definitive Notes exchanged or transferred
for beneficial interests in Unrestricted Global Notes in connection with the
Exchange Offer pursuant to Section 2.6(d)(2), in each case tendered for
acceptance by Persons that certify in the applicable Letters of Transmittal that
(x) they are not Broker-

                                       26

<PAGE>

Dealers, (y) 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
accepted for exchange in the Exchange Offer, and (ii) Unrestricted Definitive
Notes in an aggregate principal amount equal to the sum of (A) the principal
amount of the Restricted Definitive Notes exchanged or transferred for
Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to
Section 2.6(e)(2) and (B) Restricted Global Notes exchanged or transferred for
Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to
Section 2.6(c)(2), in each case tendered for acceptance by Persons that certify
in the applicable Letters of Transmittal that (x) they are not Broker-Dealers,
(y) 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 accepted
for exchange in the Exchange Offer. Concurrently with the issuance of such
Notes, the Trustee shall cancel any Definitive Notes so surrendered and shall
cause the aggregate principal amount of the applicable Restricted Global Notes
to be reduced accordingly, and the Company shall execute and, upon receipt of an
Authentication Order pursuant to Section 2.2, the Trustee shall authenticate and
deliver to the Persons designated by the Holders of Definitive Notes so accepted
Definitive Notes in the appropriate principal amount.

          The Opinion of Counsel for the Company referenced above shall state
that the issuance and sale of the Exchange Notes by the Company have been duly
authorized and, when executed by the Company and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered in exchange for
the applicable Initial Notes in accordance with this Indenture and the Exchange
Offer, the Exchange Notes will be entitled to the benefits of this Indenture and
will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforceability thereof may
be limited by (x) bankruptcy, fraudulent conveyance or fraudulent transfer,
insolvency, reorganization, moratorium, liquidation, conservatorship, and
similar laws, and limitations imposed under judicial decisions related to or
affecting creditors' rights and remedies generally and (y) general equitable
principles, regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law, and principles limiting the availability of the
remedy of specific performance.

          (g)  Legends. The following legends shall 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:

                                       27

<PAGE>

         "THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
         STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
         OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE
         INITIAL INVESTOR (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
         A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
         THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
         WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3)
         PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
         PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) BY
         SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE, AND, IN ADDITION, TO
         AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN
         ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
         UNITED STATES."

                        (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) to this Section 2.6
               (and all Notes issued in exchange therefor or substitution
               thereof) shall not bear the Private Placement Legend.

                    (2) Global Note Legend.  To the extent required by the
                        ------------------
               Depositary, each Global Note shall bear legends in substantially
               the following forms:

         "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 (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE
         INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN
         PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) 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

                                       28

<PAGE>

         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 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. 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."

               (1) Reg S Temporary Global Note Legend. To the extent required by
                   ----------------------------------
         the Depositary, each Reg S Temporary Global Note shall bear a
         legend in substantially the following form:

         "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
         THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE
         NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
         THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
         GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST
         DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE. NOTHING IN THIS
         LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE."

           (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
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the

                                       29

<PAGE>

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 shall be reduced
accordingly and an endorsement may 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 shall be increased accordingly and an
endorsement may 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 shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon receipt of an Authentication Order.

               (2) No service charge shall be made to a holder of a beneficial
      interest in 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 and 3.7 hereof).

               (3) The Registrar shall 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
      shall 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 shall 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 3.3 hereof and ending at the close of business on
      the day of selection, (B) to register the transfer of or to exchange any
      Note so selected for redemption in whole or in part, except the unredeemed
      portion of any Note being redeemed in

                                       30

<PAGE>

      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.

               (7) The Trustee shall authenticate Global Notes and Definitive
      Notes in accordance with the provisions of Section 2.2 hereof.

               (8) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.6 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

          Notwithstanding anything herein to the contrary, as to any
certifications and certificates delivered to the Registrar pursuant to this
Section 2.6, the Registrar's duties shall be limited to confirming that any such
certifications and certificates delivered to it are in the form of Exhibits B, C
and D attached hereto. The Registrar shall not be responsible for confirming the
truth or accuracy of representations made in any such certifications or
certificates.

SECTION 2.7.   REPLACEMENT NOTES

          If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee and the Company receive evidence (which evidence may be from the
Trustee) to their satisfaction of the destruction, loss or theft of any Note,
the Company shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate a replacement Note of the same series 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 of a series is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture with respect to such
series equally and proportionately with all other Notes of such series duly
issued hereunder.

                                       31

<PAGE>

SECTION 2.8.      OUTSTANDING NOTES

          The Notes of a series outstanding at any time are all the Notes of
such series authenticated by the Trustee (including any Note represented by a
Global Note) except for those cancelled by it or at its direction, 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 2.9
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note. If a Note is replaced pursuant to
Section 2.7 hereof, such Note ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a bona fide
purchaser. If the principal amount of any Note is considered paid under Section
4.1 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 the Maturity Date, money sufficient to
pay a series of Notes payable on that date, then on and after that date such
series of Notes shall be deemed to be no longer outstanding and shall cease to
accrue interest.

SECTION 2.9.      TREASURY NOTES

          In determining whether the Holders of the required principal amount of
a series of Notes have concurred in any direction, waiver or consent, Notes of
such series owned by the Company, or by any Affiliate, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes of such series that a Trust Officer of the Trustee actually knows are
so owned shall be so disregarded.

SECTION 2.10.     TEMPORARY NOTES

          Until certificates representing a series of Notes are ready for
delivery, the Company may prepare, and the Trustee, upon receipt of an
Authentication Order, shall authenticate, temporary Notes of that series.
Temporary Notes of a series shall be substantially in the form of Definitive
Notes of such series but may have variations that the Company considers
appropriate for such temporary Notes and as shall be reasonably acceptable to
the Trustee. Without unreasonable delay, the Company shall prepare, and the
Trustee shall authenticate, Definitive Notes a series in exchange for temporary
Notes of such series. Holders of temporary Notes of a series shall be entitled
to all of the benefits of this Indenture with respect to such series.

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SECTION 2.11.     CANCELLATION

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee, or, at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Company or an Affiliate of the Company), and no one else, shall
cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall dispose of cancelled Notes in accordance
with its procedures for the disposition of cancelled securities in effect as of
the date of such disposition (subject to the record retention requirement of the
Exchange Act). Certification of the disposition of all cancelled Notes shall be
delivered to the Company. The Company may not issue new Notes of a series to
replace Notes of such series that it has paid or that have been delivered to the
Trustee for cancellation.

SECTION 2.12.     DEFAULTED INTEREST

            Any interest on any Note of a series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for such
series of Notes, plus, to the extent lawful, any interest payable on the
defaulted interest at the rate and in the manner provided in Section 4.1 hereof
and in the applicable Note (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holders of such series of Notes on the
relevant Record Date, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
      Interest to the Persons in whose names Notes of such series are registered
      at the close of business on a Special Record Date for the payment of such
      Defaulted Interest, which shall be fixed in the following manner. The
      Company shall notify the Trustee and the Paying Agent in writing of the
      amount of Defaulted Interest proposed to be paid on each such Note and the
      date of the proposed payment, and at the same time the Company shall
      deposit with the Paying Agent an amount of cash equal to the aggregate
      amount proposed to be paid in respect of such Defaulted Interest or shall
      make arrangements reasonably satisfactory to the Paying Agent for such
      deposit prior to the date of the proposed payment, such cash when
      deposited to be held in trust for the benefit of the Persons entitled to
      such Defaulted Interest as provided in this clause (1). Thereupon the
      Paying Agent shall fix a "Special Record Date" for the payment of such
      Defaulted Interest which shall be not more than 15 days and not less than
      10 days prior to the date of the proposed payment and not less than 10
      days after the receipt by the Paying Agent of the notice of the proposed
      payment. The Paying Agent shall promptly notify the Company and the
      Trustee of such Special Record Date and, in the name and at the

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<PAGE>

     expense of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be mailed,
     first-class postage prepaid, to each Holder of such series at its address
     as it appears in the Note register maintained by the Registrar with respect
     to such series not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been mailed as aforesaid, such Defaulted
     Interest shall be paid to the persons in whose names the Notes of such
     series (or their respective predecessor Notes) are registered on such
     Special Record Date and shall no longer be payable pursuant to the
     following clause (2).

               (2) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Notes of the affected series may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee and the Paying Agent of the
     proposed payment pursuant to this clause, such manner shall be deemed
     practicable by the Trustee and the Paying Agent.

          Subject to the foregoing provisions of this Section, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note of the same series shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Note.

SECTION 2.13.  CUSIP NUMBERS

          The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided, that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

SECTION 2.14.  ISSUANCE OF ADDITIONAL NOTES

          The Company may, subject to applicable law, issue Additional Notes
under this Indenture. The Notes of a series issued on the Issue Date and any
Additional Notes subsequently issued with respect to such series shall be
treated as a single class for all purposes under this Indenture.

                                       34

<PAGE>

                                  ARTICLE III

                                   REDEMPTION

SECTION 3.1.   OPTIONAL REDEMPTION

          (a)  Each series of Notes shall be redeemable for cash at the option
of the Company, in whole or in part, at any time and from time to time, upon not
less than 30 days nor more than 60 days prior notice mailed by first class mail
to each Holder of the applicable series at its last registered address, at the
Redemption Price.

          (b)  Any redemption pursuant to this Section 3.1 shall be made
pursuant to the provisions of Sections 3.2 through 3.7 hereof and Section 5 of
the applicable Note.

SECTION 3.2.   NOTICES TO TRUSTEE

          If the Company elects to redeem a series of Notes pursuant to Section
5 of such Notes, it shall notify the Trustee and the Paying Agent in writing of
the Redemption Date and the principal amount of such Notes to be redeemed and
whether it wants the Paying Agent to give notice of redemption to the Holders of
such series.

          If the Company elects to reduce the principal amount of such Notes to
be redeemed pursuant to Section 5 of such Notes by crediting against any such
redemption Notes of such series it has not previously delivered to the Trustee
and the Paying Agent for cancellation, it shall so notify the Trustee, in the
form of an Officers' Certificate, and the Paying Agent of the amount of the
reduction and deliver such Notes with such notice.

          The Company shall give each notice to the Trustee and the Paying Agent
provided for in this Section 3.2 at least 15 days before the date on which the
notice of redemption is to be given (unless a shorter notice shall be
satisfactory to the Trustee and the Paying Agent). Any such notice may be
cancelled at any time prior to notice of such redemption being mailed to any
Holder of the applicable series and shall thereby be void and of no effect.

SECTION 3.3.   SELECTION OF NOTES TO BE REDEEMED

          If less than all of the Notes of a series are to be redeemed at any
time, the Trustee shall select such Notes or portions thereof to be redeemed
among the Holders of such Notes in compliance with the requirements of the
principal national securities exchange, if any, on which such Notes are listed
or, if such Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate.

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<PAGE>

          The Trustee shall make the selection from the series of Notes
outstanding and not previously called for redemption and shall promptly notify
the Company and the Paying Agent in writing of such Notes selected for
redemption and, in the case of any such Note selected for partial redemption,
the principal amount thereof to be redeemed. Notes in denominations of $1,000
may be redeemed only in whole. The Trustee may select for redemption portions
(equal to $1,000 or any integral multiple thereof) of the principal of Notes
that have denominations larger than $1,000. Provisions of this Indenture that
apply to a series of Notes called for redemption also apply to portions of such
Notes called for redemption.

SECTION 3.4.   NOTICE OF REDEMPTION

          At least 30 days, but not more than 60 days, prior to the Redemption
Date with respect to a series of Notes, the Company shall mail a notice of
redemption by first class mail, postage prepaid, to the Trustee, the Paying
Agent and each Holder of such series of Notes whose Notes are to be redeemed. At
the Company's request delivered at least 15 days prior to the date on which such
notice is to be given (unless a shorter period shall be acceptable to the Paying
Agent), the Paying Agent shall give the notice of redemption in the Company's
name and at the Company's expense. Each notice for redemption shall identify the
series of Notes to be redeemed and shall state, with respect to such series:

               (1) the Redemption Date;

               (2) the Redemption Price, including Special Interest, if any, to
     be paid upon such redemption;

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

               (4) that Notes called for redemption must be surrendered to the
     Paying Agent at the address specified in such notice to collect the
     Redemption Price;

               (5) that, unless (a) the Company defaults in its obligation to
     deposit with the Paying Agent cash in an amount sufficient to fund the
     Redemption Price of all Notes to be redeemed on the Redemption Date in
     accordance with Section 3.6 hereof or (b) such redemption payment is
     prohibited, interest (and Special Interest, if any) on such Notes called
     for redemption ceases to accrue on and after the Redemption Date and the
     only remaining right of the Holders of such Notes is to receive payment of
     the Redemption Price (including Special Interest, if any) to the Redemption
     Date, upon surrender to the Paying Agent of such Notes called for
     redemption and to be redeemed;

                                       36

<PAGE>

               (6) if any Note is being redeemed in part, the portion of the
     principal amount, equal to $1,000 or any integral multiple thereof, of such
     Note to be redeemed and that, after the Redemption Date, and upon surrender
     of such Note, a new Note or Notes in aggregate principal amount equal to
     the unredeemed portion thereof shall be issued;

               (7) if less than all the Notes are to be redeemed, the
     identification of the particular Notes (or portion thereof) to be redeemed,
     as well as the aggregate principal amount of such Notes to be redeemed and
     the aggregate principal amount of Notes to be outstanding after such
     partial redemption;

               (8) the CUSIP number of the Notes to be redeemed; and

               (9) that the notice is being sent pursuant to this Section 3.4
     and pursuant to the optional redemption provisions of Section 5 of the
     Notes.

SECTION 3.5.   EFFECT OF NOTICE OF REDEMPTION

          Once notice of redemption is mailed in accordance with Section 3.4
hereof, Notes of a series called for redemption become due and payable on the
Redemption Date and at the Redemption Price (including Special Interest, if any)
for such series. Upon surrender to the Trustee or Paying Agent, such Notes
called for redemption shall be paid at such Redemption Price (and Special
Interest, if any); provided, that if the Redemption Date is on or after an
interest Record Date on which the Holders of record of such series have a right
to receive the corresponding interest due, and Special Interest, if any, and is
on or before the associated Interest Payment Date, any accrued and unpaid
interest and Special Interest, if any, due on such Interest Payment Date shall
be paid to the Person in whose name such Note is registered at the close of
business on such Record Date on the corresponding Interest Payment Date; and
provided, further, that if a Redemption Date is a Legal Holiday, payment shall
be made on the next succeeding Business Day and no interest shall accrue for the
period from such Redemption Date to such succeeding Business Day.

SECTION 3.6.   DEPOSIT OF REDEMPTION PRICE

          On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent (other than the Company or an Affiliate of the Company) cash
sufficient to pay the Redemption Price of all Notes of such series to be
redeemed on such Redemption Date (other than such Notes or portions thereof
called for redemption on that date that have been delivered by the Company to
the Trustee for cancellation). The Paying Agent shall promptly return to the
Company any cash so deposited which is not required for that purpose upon the
written request of the Company.

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<PAGE>

          If the Company complies with the preceding paragraph and payment of a
series of Notes called for redemption is not prohibited for any reason, interest
(and Special Interest, if any) on such Notes to be redeemed shall cease to
accrue on the applicable Redemption Date, whether or not such Notes are
presented for payment. Notwithstanding anything herein to the contrary, if any
Note surrendered for redemption in the manner provided in the Notes shall not be
so paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest (and Special Interest, if any)
shall continue to accrue and be paid from the Redemption Date until such payment
is made on the unpaid principal, and, to the extent lawful, on any interest not
paid on such unpaid principal, in each case at the rate and in the manner
provided in Section 4.1 hereof and in the applicable Note.

SECTION 3.7.   NOTES REDEEMED IN PART

          Upon surrender of a Note of a series that is to be redeemed in part,
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, without service charge to the Holder, a new Note or Notes of the same
series equal in principal amount to the unredeemed portion of the Note of such
series surrendered.

SECTION 3.8.   NO MANDATORY REDEMPTION

          The Company shall not be required to make mandatory redemption
payments with respect to the Notes. The Notes shall not have the benefit of any
sinking fund.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.1.   PAYMENT OF NOTES

          The Company shall pay the principal of and interest (and Special
Interest, if any) on each series of Notes on the dates and in the manner
provided herein and in the applicable Note. An installment of principal of or
interest (or Special Interest, if any) on a series of Notes shall be considered
paid on the date it is due if the Trustee or Paying Agent (other than the
Company or an Affiliate of the Company) holds for the benefit of the Holders of
such series (on or before 10:00 a.m. New York City time to the extent necessary
to provide the funds to the Depositary in accordance with the Depositary's
procedures) on that date cash deposited and designated for and sufficient to pay
the installment.

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<PAGE>

          The Company shall pay interest on overdue principal and on overdue
installments of interest (and Special Interest, if any) at the rate specified in
the Notes of such series compounded semi-annually, to the extent lawful.

SECTION 4.2.   MAINTENANCE OF OFFICE OR AGENCY

          The Company shall maintain in the Borough of Manhattan, The City of
New York, an office or agency where Notes may be presented or surrendered for
payment, where Notes may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Company shall give prompt written notice to
the Trustee and the Paying Agent of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
and the Paying Agent with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 10.2 hereof.

          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 shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, for such purposes. The Company shall give
prompt written notice to the Trustee and the Paying Agent of any such
designation or rescission and of any change in the location of any such other
office or agency. The Company hereby initially designates the Corporate Trust
Office of the Trustee as such office.

SECTION 4.3.   CORPORATE EXISTENCE

          Except as otherwise permitted by Article V, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence in accordance with its organizational documents
and the material rights (charter and statutory) and material corporate
franchises of the Company; provided, however, that the Company shall not be
required to preserve any such right or franchise if (a) the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and (b) the loss thereof is not materially adverse
to the Holders.

SECTION 4.4.   PAYMENT OF TAXES AND OTHER CLAIMS

          The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental

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<PAGE>

charges (including withholding taxes and any penalties, interest and additions
to taxes) levied or imposed upon the Company or any of its properties and assets
and (b) all lawful claims, whether for labor, materials, supplies or services,
which have become due and payable and which by law have or may become a Lien
upon the property and assets of the Company, except where the failure to so pay
or discharge would not, individually or in the aggregate, have a material
adverse effect on the current or future financial position, stockholders' equity
or results of operations of the Company and its Subsidiaries; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which disputed amounts adequate reserves have been
established in accordance with GAAP.

SECTION 4.5.   MAINTENANCE OF PROPERTIES

          The Company shall cause all properties used or useful in the conduct
of its business and the business of each of its Subsidiaries to be maintained
and kept in good condition, repair and working order (reasonable wear and tear
excepted) and supplied with all necessary equipment and shall cause to be made
all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in their reasonable judgment may be necessary, so that the
business carried on in connection therewith may be properly conducted at all
times, except where the failure to do so would not, individually or in the
aggregate, have a material adverse effect on the current or future financial
position, stockholders' equity or results of operations of the Company and its
Subsidiaries; provided, however, that nothing in this Section 4.5 shall prevent
the Company from discontinuing any operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is
(i) in the judgment of the Board of Directors of the Company, desirable in the
conduct of the business of the Company and (ii) not materially adverse to the
Holders.

SECTION 4.6.   COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT

          (a)  The Company shall deliver to the Trustee within 120 days after
the end of its fiscal year an Officers' Certificate, one of the signers of which
shall be the principal executive, principal financial or principal accounting
officer of the Company, complying with TIA (S) 314(a)(4) and stating that a
review of its activities 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 (without regard to notice requirements or grace periods) and further
stating, as to each such Officer signing such certificate, whether or not the
signer knows of any failure by the Company to comply with any conditions or
covenants in this Indenture and, if such signer does know of such a failure to
comply, the certificate

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<PAGE>

shall describe such failure with particularity. The Officers' Certificate shall
also notify the Trustee should the relevant fiscal year end on any date other
than the current fiscal year end date.

          (b)  The Company shall, so long as any of the Notes of a series are
outstanding, deliver to the Trustee, promptly upon becoming aware of any Default
or Event of Default with respect to such series, an Officers' Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto. The Trustee shall not be deemed
to have knowledge of any Default, any Event of Default or any such fact unless
one of its Trust Officers receives written notice thereof from the Company or
any of the Holders.

SECTION 4.7.   REPORTS

          Whether or not the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the
Trustee, to each Holder and to prospective purchasers of Notes identified to the
Company by an Initial Purchaser, within 5 days after the Company is or would
have been (if it were subject to such reporting obligations) required to file
such with the SEC, annual and quarterly financial statements substantially
equivalent to financial statements that would have been included in reports
filed with the SEC, if the Company were subject to the requirements of Section
13 or 15(d) of the Exchange Act, including, with respect to annual information
only, a report thereon by the Company's certified independent public accountants
as such would be required in such reports to the SEC, and, in each case,
together with a management's discussion and analysis of financial condition and
results of operations which would be so required and, unless the SEC will not
accept such reports, file with the SEC the annual, quarterly and other reports
which the Company is or would have been required to file with the SEC.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only, and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          For so long as any Transfer Restricted Notes remain outstanding with
respect to a series of Notes, the Company shall make available (which shall
include filings by EDGAR) to all Holders of such series 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.

                                       41

<PAGE>

SECTION 4.8.   WAIVER OF STAY, EXTENSION OR USURY LAWS

          The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or other law which would prohibit or forgive the Company from paying all or any
portion of the principal of, premium of, or interest (or Special Interest, if
any) on any series of Notes as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law and
covenants that it shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.

SECTION 4.9.   LIMITATION ON LIENS

          (a)  The Company shall not, and shall not permit any Consolidated
Subsidiary to, incur any Debt secured by a Lien on any Principal Property or any
shares of capital stock of any Consolidated Subsidiary (in each case, whether
now owned or hereafter acquired) without making effective provision that the
Notes shall be secured equally and ratably with (or prior to) such secured Debt,
unless, after giving effect to such incurrence transaction and any simultaneous
permanent repayment of any secured Debt (applying Article 11 of Regulation S-X
to such transaction and repayment as and to the extent applicable), the
aggregate amount of all Debt secured by a Lien on any Principal Property or on
any shares of capital stock of any Consolidated Subsidiary, together with all
Attributable Debt of the Company and its Consolidated Subsidiaries in respect of
Sale and Lease-Back Transactions involving Principal Properties, would not
exceed 10% of the Consolidated Net Tangible Assets of the Company and the
Consolidated Subsidiaries. The aggregate amount of all secured Debt referred to
in the preceding sentence shall exclude existing secured Debt that has been
secured equally and ratably with the Notes.

          (b)  The restriction set forth in paragraph (a) above shall not apply
to, and there shall be excluded from secured Debt in any computation under the
restriction in (a) above or under the restriction in Section 4.10(a)(1), Debt
secured by:

               (1) Liens on any property existing at the time of acquisition
     thereof; provided that (A) any such Lien was (i) in existence prior to the
     date of such acquisition, (ii) was not incurred in anticipation thereof and
     (iii) does not extend to any other property, and (B) the principal amount
     of Debt secured by each such Lien does not exceed the cost to the Company
     or such Consolidated Subsidiary of the property subject to the Lien, as
     determined in accordance with GAAP;

                                       42

<PAGE>

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

               (3) Liens in favor of governmental bodies to secure progress or
     advance payments pursuant to any contract or provision of any statute;

               (4) Liens created or incurred in connection with an industrial
     revenue bond, industrial development bond, pollution control bond or
     similar financing arrangement between the Company or a Consolidated
     Subsidiary and any federal, state or municipal government or other
     governmental body or quasi-governmental agency;

               (5) Liens on property to secure all or part of the cost of
     acquiring, substantially repairing or altering, constructing, developing or
     substantially improving the property, or to secure Debt incurred for any
     such purpose; provided that (A) any such Lien relates solely to the
     property subject to the Lien and (B) the principal amount of Debt secured
     by each such Lien (i) was incurred concurrently with, or within 18 months
     of, such acquisition, repair, alteration, construction, development or
     improvement and (ii) does not exceed the cost to the Company or such
     Consolidated Subsidiary of the property subject to the Lien, as determined
     in accordance with GAAP; and

               (6) any extension, renewal or replacement of any Lien referred to
     above; provided, that (A) such extension, renewal or replacement Lien (i)
     will be limited to the same property that secured the Lien so extended,
     renewed or replaced and (ii) will not exceed the principal amount of Debt
     so secured at the time of such extension, renewal or replacement and (B)
     such principal amount of Debt so secured shall continue to be included in
     the computation in paragraph (a) of this Section 4.9 and in Section
     4.10(a)(1) to the extent so included at the time of such extension, renewal
     or replacement.

     For purposes of this Section 4.9, an "acquisition" of property (including
real, personal or intangible property or shares of capital stock or Debt) shall
include any transaction or series of transactions by which the Company or a
Consolidated Subsidiary acquires, directly or indirectly, an interest, or an
additional interest (to the extent thereof), in such property, including an
acquisition through merger or consolidation with, or an acquisition of an
interest in, a Person owning an interest in such property.

                                       43

<PAGE>

SECTION 4.10.  LIMITATION ON SALE AND LEASE-BACK TRANSACTION

          (a)  The Company shall not, and shall not permit any of its
Consolidated Subsidiaries to, enter into any Sale and Lease-Back Transaction
with respect to any Principal Property unless:

               (1)  after giving effect thereto, the aggregate amount of all
     Attributable Debt with respect to Sale and Lease-Back Transactions plus the
     aggregate amount of Debt secured by Liens incurred without equally and
     ratably securing the Notes pursuant to Section 4.9 would not exceed 10% of
     the Consolidated Net Tangible Assets of the Company and the Consolidated
     Subsidiaries; or

               (2)  within 180 days of such Sale and Lease-Back Transaction, the
     Company or such Consolidated Subsidiary applies to (A) the prepayment or
     retirement, and in either case, the permanent reduction, of Funded Debt of
     the Company or any Consolidated Subsidiary (including that in the case of a
     revolver or similar arrangement that makes credit available, such
     commitment is so permanently reduced by such amount); provided, however,
     that the amount to be applied to the prepayment or retirement of such
     Funded Debt of the Company or of a Consolidated Subsidiary shall be reduced
     by an amount equal to the principal amount of any Notes (or other notes or
     debentures constituting such Funded Debt) delivered within such 180-day
     period to the Trustee or other applicable trustee for retirement and
     cancellation; and provided further, however, that, notwithstanding the
     foregoing, no prepayment or retirement referred to in this clause (A) may
     be effected by payment at maturity or pursuant to any mandatory sinking
     fund payment or any other mandatory prepayment or retirement provision, or
     (B) the purchase of other property that will constitute Principal Property
     having a fair market value, in the opinion of the Board of Directors, at
     least equal to the fair market value of the Principal Property leased in
     such Sale and Lease-Back transaction, an amount not less than the greater
     of:

                    (i)  the Net Proceeds of the Sale and Lease-Back
     Transaction; or

                    (ii) the fair market value (which shall be determined in a
     manner approved by the Board of Directors of the Company) of the Principal
     Property so leased at the time of such transaction;

          (b)  The restriction set forth in paragraph (a) above shall not apply
to any Sale and Lease-Back Transaction, and there shall be excluded from
Attributable Debt

                                       44

<PAGE>

in any computation described in this Section 4.10 or in Section 4.9(a) with
respect to any such transaction:

               (1) solely between the Company and a Consolidated Subsidiary or
     solely between Consolidated Subsidiaries;

               (2) financed through an industrial revenue bond, industrial
     development bond, pollution control bond or similar financing arrangement
     between the Company or a Consolidated Subsidiary and an federal, state or
     municipal government or other governmental body or quasi-governmental
     agency; or

               (3) in which the applicable lease is for a period, including
     renewal rights, of three years or less.

                                   ARTICLE V

                              SUCCESSOR CORPORATION

SECTION 5.1.   LIMITATION ON MERGER, SALE OR CONSOLIDATION

          The Company shall not consolidate or merge with or into, or transfer
or lease its assets substantially as an entirety, whether in a single
transaction or a series of related transactions, to another Person or group of
affiliated Persons, unless:

               (1) either (a) the Company is the surviving entity or (b) the
     resulting, surviving or transferee entity formed by such consolidation or
     into which the Company is merged or which acquires or leases the Company's
     assets is a corporation, partnership, trust or limited liability company
     organized and existing under the laws of the United States, any state
     thereof or the District of Columbia and expressly assumes by supplemental
     indenture (in form and substance reasonably satisfactory to the Trustee)
     all of the Company's obligations in connection with the Notes and this
     Indenture and the Exchange and Registration Rights Agreement;

               (2) no Default or Event of Default exists or will occur
     immediately after giving effect to such transaction (applying Article 11 of
     Regulation S-X to such transaction as and to the extent applicable); and

               (3) the Company delivers to the Trustee an Officers' Certificate
     and an Opinion of Counsel meeting the requirements of Sections 10.4 and
     10.5 hereof.

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<PAGE>

     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of the properties and assets, substantially as an entirety, of one or
more Subsidiaries of the Company, the Company's interest in which constitutes
the Company's properties and assets substantially as an entirety, shall be
deemed to be the transfer of the Company's properties and assets substantially
as an entirety.

SECTION 5.2.   SUCCESSOR CORPORATION SUBSTITUTED

          Upon any consolidation or merger or any transfer or lease of all or
substantially all of the assets of the Company in accordance with Section 5.1,
the surviving entity formed by such consolidation or into which the Company is
merged or to which such transfer or lease is made shall succeed to and (except
in the case of a lease) be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
surviving entity had been named herein as the Company, and (except in the case
of a lease) when a surviving entity duly assumes all of the obligations of the
Company pursuant hereto and pursuant to the Notes, the Company shall be released
from such obligations (except with respect to any obligations that arise from,
or are related to, such transaction).

                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

SECTION 6.1.   EVENTS OF DEFAULT

          "Event of Default" with respect to Notes of any series, wherever used
herein, means any one of the following events (whatever reason for such Event of
Default and whether it shall be caused voluntarily or involuntarily or effected,
without limitation, by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body):

                    (i)  the Company's failure to pay any installment of
     interest (or Special Interest, if any) on the Notes of such series as and
     when the same becomes due and payable and the continuance of any such
     failure for 30 days;

                    (ii) the Company's failure to pay all or any part of the
     principal of, or premium, if any, on the Notes of such series when and as
     the same becomes due and payable at maturity, redemption, by acceleration
     or otherwise;

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<PAGE>

                    (iii) the Company's failure to observe or perform any other
     covenant or agreement contained in the Notes of such series or this
     Indenture with respect to such series and, the continuance of such failure
     for a period of 60 days after written notice is given to the Company by the
     Trustee or to the Company and the Trustee by the Holders of at least 25% in
     aggregate principal amount of the Notes of such series outstanding;

                    (iv)  a decree, judgment, or order by a court of competent
     jurisdiction shall have been entered adjudicating the Company as bankrupt
     or insolvent, or approving as properly filed a petition seeking
     reorganization of the Company under any bankruptcy or similar law, and such
     decree or order shall have continued undischarged and unstayed for a period
     of 60 days; or a decree, judgment or order of a court of competent
     jurisdiction appointing a receiver, liquidator, trustee, or assignee in
     bankruptcy or insolvency for the Company, or any substantial part of the
     property of the Company, or for the winding up or liquidation of the
     affairs of the Company, shall have been entered, and such decree, judgment,
     or order shall have remained in force undischarged and unstayed for a
     period of 60 days; and

                    (v)   the Company shall institute proceedings to be
     adjudicated a voluntary bankrupt, or shall consent to the filing of a
     bankruptcy proceeding against it, or shall file a petition or answer or
     consent seeking reorganization under any bankruptcy or similar law or
     similar statute, or shall consent to the filing of any such petition, or
     shall consent to the appointment of a custodian, receiver, liquidator,
     trustee, or assignee in bankruptcy or insolvency of it or any substantial
     part of its assets or property, or shall make a general assignment for the
     benefit of creditors, or shall admit in writing its inability to pay its
     debts generally as they become due, or take any corporate action in
     furtherance of any of the foregoing.

SECTION 6.2.   ACCELERATION OF MATURITY DATE; RESCISSION AND ANNULMENT

          If an Event of Default with respect to a series of Notes occurs and is
continuing (other than an Event of Default specified in Section 6.1(iv) or
Section 6.1(v)), then in every such case, unless the principal of all of the
Notes of such series shall have already become due and payable, either the
Trustee or the Holders of at least 25% in aggregate principal amount of such
series of Notes then outstanding, by notice in writing to the Company specifying
the respective Event of Default (and to the Trustee if given by Holders) (an
"Acceleration Notice"), may declare all principal, determined as set forth

                                       47

<PAGE>

below, and accrued interest (and Special Interest, if any) thereon to be due and
payable immediately. If an Event of Default specified in Section 6.1(iv) or
Section 6.1(v) occurs, all principal and accrued interest (and Special Interest,
if any) thereon will be immediately due and payable on all outstanding Notes
without any declaration or other act on the part of the Trustee or any Holders.

          The Holders of a majority in aggregate principal amount of the then
outstanding Notes of a series, by written notice to the Trustee, may rescind and
annul any acceleration and its consequences with respect to such series of Notes
so long as (a) such rescission occurs before a judgment or decree is entered
based on such acceleration and (b) all existing Events of Default, other than
the non-payment of the principal of, premium, if any, and interest or Special
Interest, if any, on such series of Notes that have become due solely because of
the acceleration, have been cured or waived as provided in Section 6.12.

SECTION 6.3.   COLLECTION OF DEBT AND SUITS FOR ENFORCEMENT BY TRUSTEE

          The Company covenants that if an Event of Default in payment of
principal, premium or interest specified in clause (i) or (ii) of Section 6.1
hereof occurs and is continuing with respect to a series of Notes, the Company
shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such series of Notes, the whole amount then due and payable on such Notes for
principal, premium (if any), and interest (and Special Interest, if any), and,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any), and on any overdue
interest (and Special Interest, if any), at the rate borne by such Notes, and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including compensation to, and expenses,
disbursements and advances of the Trustee and its agents and counsel and all
other amounts due the Trustee under Section 7.7.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust in favor of the
Holders of such series, may institute a judicial proceeding for the collection
of the sums so due and unpaid, may prosecute such proceeding to judgment or
final decree and may enforce the same against the Company or any other obligor
upon the Notes of such series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Notes, wherever situated.

          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders of such series by such appropriate judicial proceedings as the Trustee
shall deem most effective to

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<PAGE>

protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

SECTION 6.4.   TRUSTEE MAY FILE PROOFS OF CLAIM

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon a series
of Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of such Notes
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium, if any, or interest
(and Special Interest, if any)) shall be entitled and empowered, by intervention
in such proceeding or otherwise to take any and all actions under the TIA,
including:

               (1) to file and prove a claim for the whole amount of principal
     (and premium, if any) and interest (and Special Interest, if any) owing and
     unpaid in respect of such Notes and to file such 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 and its agent and counsel and all
     other amounts due the Trustee under Section 7.7) and of the Holders of such
     series of Notes allowed in such judicial proceeding, and

               (2) to collect and receive any moneys or other property payable
     or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of a series to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to such
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and its agents
and counsel, and any other amounts due the Trustee under Section 7.7 hereof.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a series
of Notes any plan of reorganization, arrangement, adjustment or composition
affecting such series of Notes or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any such Holder in any
such such proceeding.

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<PAGE>

SECTION 6.5.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES

          All rights of action and claims under this Indenture or the Notes with
respect to a series of Notes may be prosecuted and enforced by the Trustee
without the possession of any of such Notes or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust in favor of the
Holders of such Notes, and any recovery of judgment shall, after provision for
the payment of compensation to, and expenses, disbursements and advances of the
Trustee and its agents and counsel and all other amounts due the Trustee under
Section 7.7, be for the ratable benefit of such Holders of such Notes in respect
of which such judgment has been recovered.

SECTION 6.6.   PRIORITIES

          Any money collected by the Trustee pursuant to this Article VI shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, premium
(if any), or interest (or Special Interest, if any), upon presentation of a
series of Notes and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

          FIRST: To the Trustee in payment of all amounts due pursuant to
Section 7.7 hereof;

          SECOND: To the Holders of such series in payment of the amounts then
due and unpaid for principal of, premium (if any), and interest (and Special
Interest, if any) on, such Notes in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Notes for principal,
premium (if any), and interest (and Special Interest, if any), respectively; and

          THIRD: To the Company or such other Person as may be lawfully entitled
thereto, the remainder, if any, each as their respective interests may appear.

          The Trustee may, but shall not be obligated to, fix a record date and
payment date for any payment to the Holders under this Section 6.6.

SECTION 6.7.   LIMITATION ON SUITS

          No Holder of any series of Notes shall have any right to institute, or
to order or direct the Trustee to institute, any proceeding, judicial or
otherwise, with respect

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<PAGE>

to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder with respect to such series of Notes, unless:

                    (A) such Holder has previously given written notice to the
          Trustee of a continuing Event of Default with respect to such series
          of Notes;

                    (B) the Holders of not less than 25% in aggregate principal
          amount of then outstanding Notes of such series shall have made
          written request to the Trustee to institute proceedings in respect of
          such Event of Default in its own name as Trustee hereunder;

                    (C) such Holder or Holders have offered to the Trustee
          security or indemnity reasonably satisfactory to it against the costs,
          expenses and liabilities to be incurred or reasonably probable to be
          incurred in compliance with such request;

                    (D) the Trustee for 60 days after its receipt of such
          notice, request and offer of indemnity has failed to institute any
          such proceeding; and

                    (E) no direction inconsistent with such written request has
          been given to the Trustee during such 60-day period by the Holders of
          a majority in aggregate principal amount of the outstanding Notes of
          such series;

it being understood and intended that no one or more Holders of a series of
Notes shall have any right in any manner whatsoever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders of such series, or to obtain or to seek to obtain priority
or preference over any other such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all the Holders of such series.

SECTION 6.8.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
               INTEREST

          Notwithstanding any other provision of this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of, and premium (if any), and interest (and Special
Interest, if any) on, such Note on the Maturity Dates of such payments as
expressed in such Note (in the case of redemption, the Redemption Price on the
applicable Redemption Date) and to institute suit

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<PAGE>

for the enforcement of any such payment after such respective dates, and such
rights shall not be impaired without the consent of such Holder.

SECTION 6.9.   RIGHTS AND REMEDIES CUMULATIVE

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in Section 2.7 hereof, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 6.10.  DELAY OR OMISSION NOT WAIVER

          No delay or omission by the Trustee or by any Holder of any Note of a
series to exercise any right or remedy arising upon any Event of Default with
respect to such series shall impair the exercise of any such right or remedy or
constitute a waiver of any such Event of Default. Every right and remedy given
by this Article VI or by law to the Trustee or to the Holders of any series may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holders, as the case may be.

SECTION 6.11.  CONTROL BY HOLDERS

          The Holder or Holders of a majority in aggregate principal amount of
then outstanding Notes of a series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred upon the Trustee with respect
to such series, provided, that

               (1) such direction shall not be in conflict with any applicable
     rule of law or with this Indenture;

               (2) the Trustee shall not determine that the action so directed
     would be unjustly prejudicial to the Holders not taking part in such
     direction; and

               (3) the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction.

SECTION 6.12.  WAIVER OF EXISTING OR PAST DEFAULT

          Subject to Section 6.8, the Holder or Holders of not less than a
majority in aggregate principal amount of the outstanding Notes of a series may,
on behalf of all

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<PAGE>

Holders of such series, waive any existing or past Default with respect to such
series of Notes and its consequences under this Indenture, except a continuing
Default with respect to such series:

                    (A) in the payment of the principal of, premium, if any, or
          interest (or Special Interest, if any) on, any Note of such series as
          specified in clauses (i) and (ii) of Section 6.1 hereof and not yet
          cured; or

                    (B) with respect to any covenant or provision hereof which,
          under Article IX, cannot be modified or amended without the consent of
          the Holder of each outstanding Note of such series affected.

          Upon any such waiver, such Default shall cease to exist, and any Event
     of Default arising therefrom shall be deemed to have been cured for every
     purpose of this Indenture, but no such waiver shall extend to any
     subsequent or other Default with respect to such series or impair the
     exercise of any right arising therefrom.

SECTION 6.13.  UNDERTAKING FOR COSTS

          All parties to this Indenture agree, and each Holder of any Note of a
series by his acceptance thereof shall be deemed to have agreed, that in any
suit for the enforcement of any right or remedy under this Indenture with
respect to such series, or in any suit against the Trustee for any action taken,
suffered or omitted to be taken by it as Trustee with respect to such series,
any court may in its discretion require the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 6.13 shall not apply to any suit instituted by
the Company, to any suit instituted by the Trustee, to any suit instituted by
any Holder of such series, or group of Holders of such series, holding in the
aggregate more than 10% in aggregate principal amount of the outstanding Notes
of such series, or to any suit instituted by any Holder of such series for
enforcement of the payment of principal of, or premium (if any), or interest (or
Special Interest, if any) on, any Note of such series on or after the respective
Maturity Date expressed in such Note (including, in the case of redemption, on
or after the Redemption Date).

SECTION 6.14.  RESTORATION OF RIGHTS AND REMEDIES

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture with respect to a series of Notes and
such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to

                                       53

<PAGE>

the Trustee or to such Holder, then and in every case, subject to any
determination in such proceeding, the Company, the Trustee and all Holders of
such series of Notes shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been instituted.

                                  ARTICLE VII

                                     TRUSTEE

           The Trustee hereby accepts the trust imposed upon it by this
Indenture and covenants and agrees to perform the same, as herein expressed,
subject to the terms hereof.

SECTION 7.1.   DUTIES OF TRUSTEE

          (a)  If an Event of Default has occurred and is continuing with
respect to a series of Notes, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture with respect to such series of Notes 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 his or her own
affairs.

          (b)  Except during the continuance of an Event of Default with respect
to a series of Notes:

               (1)  the Trustee need perform only those duties as are
          specifically set forth in this Indenture and no others; no covenants
          or obligations shall be implied in or read into this Indenture which
          are adverse to the Trustee; and any rights of the Trustee to take any
          action that is permitted, but not required, to be taken by this
          Indenture shall not be construed as an obligation or duty to do so;
          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; provided, however, in the case of any such
          certificates or opinions which by any provision hereof are
          specifically required to be furnished to the Trustee, the Trustee
          shall examine the certificates and opinions to determine whether or
          not they conform to the requirements of this Indenture (but need not
          confirm or investigate the accuracy of mathematical calculations or
          other facts stated therein).

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<PAGE>

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

               (1) this paragraph does not limit the effect of paragraph (b) of
          this Section 7.1;

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

               (3) the Trustee shall not be liable with respect to any action it
          takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 6.11 hereof.

          (d)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or at the request, order or direction of the Holders or in
the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

          (e)  Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c), (d), (f) and (g) of this Section
7.1.

          (f)  The Trustee shall not be liable for interest on any assets
received by it except as the Trustee may agree in writing with the Company
(including without limitation to the extent the Trustee receives funds prior to
the interest payment date in order to comply with the provisions of Section
4.1). Assets held in trust by the Trustee need not be segregated from other
assets except to the extent required by law.

          (g)  The Trustee shall not be required to give any bond or surety with
respect to the performance of its duties or the exercise of its powers under
this Indenture.

SECTION 7.2.   RIGHTS OF TRUSTEE

               Subject to Section 7.1 hereof, with respect to a series of Notes:

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

               (b)  Before the Trustee acts or refrains from acting, it may
consult with counsel and may require an Officers' Certificate or an Opinion of
Counsel, which shall

                                       55

<PAGE>

conform to Sections 10.4 and 10.5 hereof. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such
certificate or advice of counsel.

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

          (d)  The Trustee shall not be liable for any action it or its agent
takes or omits to take in good faith which it reasonably believes to be
authorized or within its rights or powers conferred upon it by this Indenture.

          (e)  The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond, debenture or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.

          (f)  The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby.

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

          (h)  The Trustee shall have no duty to inquire as to the performance
of the Company's covenants in Article IV hereof or as to the performance by any
Agent of its duties hereunder. In addition, the Trustee shall not be deemed to
have knowledge of any Default or Event of Default except (i) any Event of
Default occurring pursuant to Sections 6.1(i), 6.1(ii) and 4.1 hereof, or (ii)
any Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge, and, with respect to this clause
(ii), in the absence of any such notice or any such actual knowledge, the
Trustee may conclusively assume that no Default or Event of Default exists.

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

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<PAGE>

          (j)  The Trustee may request that the Issuer or the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

SECTION 7.3.   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, any of its
Subsidiaries, or their respective Affiliates with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11 hereof.

SECTION 7.4.   TRUSTEE'S DISCLAIMER

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes, and it shall not be accountable for the Company's
use of the proceeds from the Notes, and it shall not be responsible for any
statement in the Notes (other than the Trustee's certificate of authentication)
or in any offering memorandum or other disclosure materials distributed with
respect to the Notes (other than information provided by the Trustee concerning
the Trustee), or for the use or application of any funds received by a Paying
Agent other than the Trustee.

SECTION 7.5.   NOTICE OF DEFAULT

          If a Default or an Event of Default occurs and is continuing with
respect to a series of Notes and if it is known to the Trustee, the Trustee
shall mail to each Securityholder of such series notice of the uncured Default
or Event of Default within 90 days after such Default or Event of Default
occurs.

SECTION 7.6.   REPORTS BY TRUSTEE TO HOLDERS

          Within 60 days after each March 15 beginning with the March 15
following the date of this Indenture, the Trustee shall, if required by law,
mail to each Securityholder a brief report dated as of such March 15 that
complies with TIA (S) 313(a). The Trustee also shall comply with TIA (S)(S)
313(b) and 313(c).

          The Company shall promptly notify the Trustee in writing if the Notes
of any series become listed on any stock exchange or automated quotation system
or of any delisting thereof.

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<PAGE>

          A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the SEC and each stock exchange,
if any, on which any Notes are listed.

SECTION 7.7.   COMPENSATION AND INDEMNITY

          The Company agrees to pay to the Trustee (in its capacity as
such) from time to time such compensation for its services as the Company and
the Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it in accordance with
this Indenture. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents, accountants, experts and
counsel.

          The Company agrees to indemnify each of the Trustee (in its capacity
as Trustee) and each predecessor Trustee and each of its officers, directors,
attorneys-in-fact and agents for, and hold it harmless against, any claim,
demand, expense (including but not limited to reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel), loss or
liability incurred by it without negligence, willful misconduct or bad faith on
the part of the Trustee, arising out of or in connection with the acceptance and
the administration of this trust and its rights or duties hereunder, including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The Trustee shall notify the Company promptly of any claim
asserted against the Trustee for which it may seek indemnity; provided, however,
that any failure to so notify the Company shall not relieve the Company of its
indemnity obligations hereunder. The Company shall defend the claim and the
Trustee shall provide reasonable cooperation at the Company's expense in the
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel; provided, that the Company will
not be required to pay such fees and expenses if they assume the Trustee's
defense and if the Trustee is advised by its counsel that there is no conflict
of interest between the Company and the Trustee in connection with such defense.
The Company need not pay for any settlement made without their written consent,
which shall not be unreasonably withheld. The Company need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(iv) or (v) of this Indenture occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

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          The Company's obligations under this Section 7.7 shall survive the
resignation or removal of the Trustee, the discharge of the Company's
obligations pursuant to Article VIII of this Indenture and any rejection or
termination of this Indenture under any Bankruptcy Law.

SECTION 7.8.   REPLACEMENT OF TRUSTEE

          The Trustee may resign by so notifying the Company in writing. The
Holder or Holders of a majority in aggregate principal amount of the outstanding
Notes of a series may remove the Trustee with respect to such series by so
notifying the Company and the Trustee in writing and may appoint a successor
trustee with the Company's consent. The Company may remove the Trustee with
respect to any series of Notes if:

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

          (b) the Trustee is adjudged bankrupt or insolvent;

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

          (d) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason with respect to a series of Notes, the Company
shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holder or Holders of a majority in principal amount of
such series of Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and, provided that all sums owing to the retiring Trustee provided for in
Section 7.7 hereof have been paid, the retiring Trustee shall transfer all
property held by it as trustee to the successor Trustee, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder of the affected series.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed with respect to a series of Notes, the
retiring Trustee (at the Company's cost and expense), the Company or the Holder
or Holders of at least 10% in aggregate principal amount of the outstanding
Notes of such series may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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

          Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.9.   SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION

          The Trustee shall at all times satisfy the requirements of TIA (S)
310(a)(1), (2) and (5). The Trustee shall have a combined capital and surplus of
at least $50,000,000, as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA (S) 310(b).

SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1.   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

          The Company may elect to have Section 8.2, at the Company's
option and at any time, or Section 8.3, at the Company's option and at any time,
of this Indenture applied to all outstanding Notes of any series upon compliance
with the conditions set forth below in this Article VIII.

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SECTION 8.2.   LEGAL DEFEASANCE AND DISCHARGE

          Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2 with respect to any series of Notes, the Company
shall be deemed to have been discharged from its obligations with respect to all
outstanding Notes of such series on the date the conditions set forth below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such series of Notes, and this Indenture
shall cease to be of further effect as to all such outstanding Notes, except as
to be deemed to be "outstanding" only for the purposes of the Sections of this
Indenture referred to in (a) and (b) below, and the Company shall be deemed to
have satisfied all other of its obligations under such Notes and this Indenture
with respect to such series of Notes (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of outstanding Notes of such
series to receive payments in respect of the principal of, premium, if any, and
interest (and Special Interest, if any) on such Notes when such payments are due
from the trust described in Section 8.5, (b) the Company's obligations with
respect to such Notes under Sections 2.3, 2.4, 2.6, 2.7, 2.10, 4.2, 8.5, 8.6 and
8.7 hereof, and (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder, and the Company's obligations in connection therewith.
Subject to compliance with this Article VIII, the Company may exercise its
option under this Section 8.2 notwithstanding the prior exercise of its option
under Section 8.3 hereof with respect to such Notes.

SECTION 8.3.   COVENANT DEFEASANCE

          Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3 with respect to any series of Notes, the
Company shall be released from its obligations under the covenants contained in
Sections 4.5, 4.7, 4.9, 4.10 and Article V hereof with respect to the
outstanding Notes of such series on and after the date the conditions set forth
below are satisfied (hereinafter, "Covenant Defeasance"), and such Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders of such series (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Notes of such series, the Company shall not need to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such covenant with respect to such series of Notes, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of

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Default under Section 6.1(iii) with respect to such series of Notes, but, except
as specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby.

SECTION 8.4.   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE

          The following shall be the conditions to the application of either
Section 8.2 or 8.3 hereof to the outstanding Notes of such series to be
defeased:

          (a)  (i)  The Company shall irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders of such Notes, U.S. legal tender, U.S.
Government Obligations 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, if any, and interest (and Special
Interest, if any) on such Notes on the stated date for payment thereof or on the
redemption date of such principal or installment of principal of, premium, if
any, or interest (and Special Interest, if any) on such Notes, and the Holders
of such Notes must have a valid, perfected, exclusive security interest in such
trust; (ii) in the case of Legal Defeasance, the Company shall have 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 such 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; (iii) in the case of Covenant Defeasance, the
Company shall have delivered to the Trustee an opinion of counsel in the United
States reasonably acceptable to such Trustee confirming that the Holders of such
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; (iv) no Default or Event
of Default with respect to such series of Notes shall have occurred and be
continuing on the date of such deposit or insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending
on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default
under this Indenture or any other material agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound; (vi) the Company shall have delivered to the Trustee
an Officers' Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders of such Notes over any other creditors
of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company or others; and (vii) the Company
shall have delivered

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to the Trustee an Officers' Certificate and an opinion of counsel, each stating
that the conditions precedent provided for in, in the case of the Officers'
Certificate, (i) through (vi) and, in the case of the opinion of counsel,
clauses (i) (with respect to the validity and perfection of the security
interest), (ii), (iii) and (v) of this paragraph have been complied with and the
Company shall have delivered to the Trustee an Officers' Certificate, subject to
such qualifications and exceptions as the Trustee deems appropriate, to the
effect that, assuming no Holder of such Notes is an insider of the Company, the
trust funds will not be subject to the effect of any applicable Federal
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally. The Defeasance will be effective on the earlier of (i) the
91st day after the date of deposit, and (ii) the day on which all the conditions
above have been satisfied.

          (b)  If the funds deposited with the Trustee to effect Covenant
Defeasance are insufficient to pay the principal of, premium, if any, and
interest (and Special Interest, if any) on the series of Notes to be so defeased
when due, then the obligations of the Company under this Indenture with respect
to such notes will be revived and no such defeasance will be deemed to have
occurred.

SECTION 8.5.   DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
               TRUST; OTHER MISCELLANEOUS PROVISIONS

          Subject to Section 8.6 hereof, all cash and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.5, the
"Paying Agent") pursuant to Section 8.4 hereof in respect of the outstanding
Notes of the series to be defeased shall be held in trust and applied by the
Paying Agent, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any other 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, if any, and interest (and
Special Interest, if any), but such money need not be segregated from other
funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.4 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 such outstanding Notes.

SECTION 8.6.   REPAYMENT TO THE COMPANY

          (a) Anything in this Article VIII to the contrary notwithstanding, the
Trustee or the Paying Agent shall deliver or pay to the Company from time to
time upon

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the request of the Company any cash or U.S. Government Obligations held by it as
provided in Section 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.4(a) 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.

         (b) Any cash and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest (and Special Interest, if any) on any series of Notes and remaining
unclaimed for two years after such principal, and premium, if any, or interest
(and Special Interest, if any) has become due and payable shall be paid to the
Company on its request; and the Holder of such Note shall thereafter look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in the New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 8.7.  REINSTATEMENT

         If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case
may be, of this Indenture by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture with respect to
such series of Notes affected and such Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such
time as the Trustee or Paying Agent is permitted to apply such money in
accordance with Sections 8.2 and 8.3 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if
any, or interest (and Special Interest, if any) on any such Note following 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 cash or U.S.
Government Obligations held by the Trustee or Paying Agent.

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                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.1.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

         Without the consent of any Holder, the Company, when authorized by
Board Resolutions, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

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

               (2) to add to the covenants of the Company such further
    covenants, restrictions or conditions for the benefit of the Holders, and to
    make the occurrence, or the occurrence and continuance, of a Default in any
    such additional covenants, restrictions or conditions a Default or an Event
    of Default permitting the enforcement of all or any of the several remedies
    provided in this Indenture as herein set forth; provided, however, that in
    respect of any such additional covenant, restriction or condition such
    supplemental indenture may provide for a particular period of grace after
    Default (which period may be shorter or longer than allowed in the case of
    other Defaults, but shall not exceed 90 days) or may provide for any
    immediate enforcement upon such Default or may limit the remedies available
    to be exercised by the Trustee in its discretion upon such Default but may
    not limit the remedies available to be exercised by the Holders;

               (3) to provide for collateral for or guarantors of the Notes;

               (4) to evidence the succession of another Person to the Company,
    and the assumption by any such successor of the obligations of the Company,
    herein and in the Notes in accordance with Article V;

               (5) to modify, eliminate or add to the provisions of this
    Indenture to comply with the TIA;

               (6) to evidence and provide for the acceptance of appointment
    hereunder by a successor Trustee with respect to the Notes;

               (7) in any other case where a supplemental indenture is required
    or permitted to be entered into pursuant to the provisions of this Indenture
    without the consent of any Holder; or

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<PAGE>

               (8) to provide for the issuance and authorization of the Exchange
    Notes.

SECTION 9.2.   AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS WITH CONSENT OF
               HOLDERS

         Subject to Section 6.8 hereof, with the consent of the Holders of not
less than a majority in aggregate principal amount of the outstanding Notes of a
series affected thereby (including consents obtained in connection with a tender
offer or exchange offer for such Notes), by written act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by Board
Resolutions, and the Trustee may amend or supplement this Indenture or enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
such series under this Indenture or the applicable Notes. Subject to Section
6.8, the Holder or Holders of not less than a majority in aggregate principal
amount of such series of Notes then outstanding may waive compliance by the
Company with any provision of this Indenture or such Notes. Notwithstanding any
of the above, however, no such amendment, supplemental indenture or waiver
shall, without the consent of the Holder of each outstanding Note of the series
affected thereby:

               (1) change the Stated Maturity on any Note of such series or
    reduce the principal amount thereof or the rate (or extend the time for
    payment) of interest thereon or any premium payable upon the redemption
    thereof at the Company's option, or change the city of payment where, or the
    coin or currency in which, any such Note or any premium or the interest
    thereon is payable, or impair the right to institute suit for the
    enforcement of any such payment on or after the Stated Maturity thereof (or,
    in the case of redemption at the Company's option, on or after the
    Redemption Date); or

               (2) reduce the percentage in principal amount of the outstanding
    Notes of such series, the consent of whose Holders is required for any such
    amendment, supplemental indenture or waiver provided for in this Indenture;

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

               (4) cause the Notes of such series to become subordinate in right
    of payment to any other Debt.

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<PAGE>

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

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.

         After an amendment, supplement or waiver under this Section 9.2 or
under Section 9.4 hereof becomes effective, it shall bind each Holder.

         In connection with any amendment, supplement or waiver under this
Article IX, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

SECTION 9.3.   COMPLIANCE WITH TIA

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

SECTION 9.4.   REVOCATION AND EFFECT OF CONSENTS

         Until an amendment, waiver or supplement becomes effective with respect
to a series of Notes, a consent to it by a Holder of such series is a continuing
consent by such Holder and every subsequent Holder of such Note or portion of
such Note that evidences the same debt as the consenting Holder's Note, even if
notation of the consent is not made on any such Note. However, any such Holder
or subsequent Holder may revoke the consent as to such Note or portion of such
Note by written notice to the Company or the Person designated by the Company as
the Person to whom consents should be sent if such revocation is received by the
Company or such Person before the date on which the Trustee receives an
Officers' Certificate certifying that the Holders of the requisite principal
amount of the Notes affected have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record

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<PAGE>

date, and only those Persons (or their duly designated proxies), shall be
entitled to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder of the affected series, unless it makes a change
described in any of clauses (1) through (4) of Section 9.2 hereof, in which
case, the amendment, supplement or waiver shall bind only each Holder of a Note
of such series who has consented to it and every subsequent Holder of such Note
or portion of such Note that evidences the same debt as the consenting Holder's
Note; provided, that any such waiver shall not impair or affect the right of any
Holder of such series to receive payment of principal and premium of and
interest (and Special Interest, if any) on such Note, on or after the respective
dates set for such amounts to become due and payable expressed in such Note, or
to bring suit for the enforcement of any such payment on or after such
respective dates.

SECTION 9.5.   NOTATION ON OR EXCHANGE OF NOTES

         If an amendment, supplement or waiver changes the terms of a series of
Notes, the Trustee may require such Holder of the Note of such series to deliver
it to the Trustee or require such Holder to put an appropriate notation on such
Note. The Trustee may place an appropriate notation on such Note about the
changed terms and return it to such Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the affected Note shall issue
and the Trustee shall authenticate a new Note of the same series that reflects
the changed terms. Any failure to make the appropriate notation or to issue a
new Note shall not affect the validity of such amendment, supplement or waiver.

SECTION 9.6.   TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article IX; provided, that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article IX is
authorized or permitted by this Indenture.

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                                   ARTICLE X

                                  MISCELLANEOUS

SECTION 10.1.  TIA CONTROLS

         If any provision of this Indenture limits, qualifies, or conflicts with
the duties imposed by operation of the TIA, the imposed duties, upon
qualification of this Indenture under the TIA, shall control.

SECTION 10.2.  NOTICES

         Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telex, by telecopier, recognized overnight courier or registered or certified
mail, postage prepaid, return receipt requested, and addressed as follows:

         if to the Company:

               Mohawk Industries, Inc.
               160 So. Industrial Blvd.
               Calhoun, Georgia  30703
               Attention:  Frank Boykin
               Telecopy: (706) 625-3851

         with a copy to:

               Alston & Bird LLP
               One Atlantic Center
               1201 West Peachtree Street
               Atlanta, Georgia  30309
               Attention:  Bryan E. Davis
               Telecopy:  (404) 881-4777

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<PAGE>

         if to the Trustee:

               Wachovia Bank, National Association
               999 Peachtree Street NE
               Suite 1100
               Atlanta, Georgia  30309
               Attention: Corporate Trust Group
               Telecopy: (404) 827-7352

         Any party by notice to each other party may designate additional or
different addresses as shall be furnished in writing by such party. Any notice
or communication to any party shall be deemed to have been given or made as of
the date so delivered, if personally delivered; when answered back, if telexed;
when receipt is acknowledged, if telecopied; the next Business Day after timely
delivery to a recognized overnight courier, if sent by such courier guaranteeing
next day delivery; and five Business Days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

         Any notice or communication mailed to a Securityholder shall be mailed
to it by first class mail or other equivalent means at its address as it appears
on the registration books of the Registrar and shall be sufficiently given to
such Securityholder if so mailed within the time prescribed.

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

SECTION 10.3.  COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS

         Securityholders of a series of Notes may communicate pursuant to TIA
(S)312(b) with other Securityholders of such series with respect to their rights
under this Indenture or the applicable Notes. The Company, the Trustee, the
Registrar and any other Person shall have the protection of TIA (S)312(c).

SECTION 10.4.  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:

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<PAGE>

               (1) an Officers' Certificate (in form and substance reasonably
    satisfactory to the Trustee) stating that, in the opinion of the signers,
    all conditions precedent, if any, provided for in this Indenture relating to
    the proposed action have been met; and

               (2) an Opinion of Counsel (in form and substance reasonably
    satisfactory to the Trustee) stating that, in the opinion of such counsel,
    all such conditions precedent have been met.

SECTION 10.5.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

               (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 has made
    such examination or investigation as is necessary to enable him to express
    an informed opinion as to whether or not such covenant or condition has been
    met; and

               (4) a statement as to whether or not, in the opinion of each such
    Person, such condition or covenant has been met; provided, however, that,
    with respect to matters of fact, an Opinion of Counsel may rely on an
    Officers' Certificate or certificates of public officials.

SECTION 10.6.  RULES BY TRUSTEE, PAYING AGENT, REGISTRAR

         The Trustee may make reasonable rules for action by or at a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules for its
functions.

SECTION 10.7.  LEGAL HOLIDAYS

         A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to close. If a payment date is a Legal Holiday at such place,
payment may be made at

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<PAGE>

such place on the next succeeding day that is not a Legal Holiday, and no
interest (or Special Interest, if any) shall accrue for the intervening period.

SECTION 10.8.  GOVERNING LAW

         THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE
327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES. THE COMPANY HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE NOTES, AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY
SECURITYHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER
JURISDICTION.

SECTION 10.9.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

SECTION 10.10. NO RECOURSE AGAINST OTHERS

         No direct or indirect stockholder, employee, officer or director, as
such, past, present or future, of the Company, or any successor entity, shall
have any personal liability in respect of the obligations of the Company under
this Indenture or the Notes solely by reason of his or its status as such
stockholder, employee, officer or director.

                                       72

<PAGE>

Each Securityholder 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.

SECTION 10.11. SUCCESSORS

         All agreements of the Company in this Indenture and the Notes shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 10.12. DUPLICATE ORIGINALS

         All parties may sign any number of copies or counterparts of this
Indenture. Each signed copy or counterpart shall be an original, but all of them
together shall represent the same agreement.

SECTION 10.13. SEVERABILITY

         In case any one or more of the provisions in this Indenture or in the
Notes shall be held invalid, illegal or unenforceable, in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected
or impaired thereby, it being intended that all of the provisions hereof shall
be enforceable to the full extent permitted by law.

SECTION 10.14. TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents, Cross-Reference Table and headings of the
Articles and the Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 10.15. QUALIFICATION OF INDENTURE

         The Company shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Exchange and Registration Rights Agreement
and shall pay all costs and expenses (including attorneys' fees for the Company
and the Trustee) incurred in connection therewith, including, but not limited
to, costs and expenses of qualification of this Indenture and the Notes and
printing this Indenture and the Notes. The Trustee shall be entitled to receive
from the Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

                                       73

<PAGE>

SECTION 10.16.    REGISTRATION RIGHTS

          Certain Holders of the Notes may be entitled to certain registration
rights with respect to such Notes pursuant to, and subject to the terms of, the
Exchange and Registration Rights Agreement.

                                       74

<PAGE>

                                   SIGNATURES

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


                                           MOHAWK INDUSTRIES, INC.
                                           a Delaware corporation


                                           By: /s/ John D. Swift
                                              __________________________________
                                           Name: John D. Swift
                                           Title: Vice President -- Finance and
                                                  Chief Financial Officer


                                           WACHOVIA BANK, NATIONAL ASSOCIATION
                                           as Trustee

                                           By: /s/ Eric J. Knoll
                                              __________________________________
                                           Name: Eric J. Knoll
                                           Title: Assistant Vice President

                                       75

<PAGE>

                                                                     EXHIBIT A/1

                                 [FORM OF NOTE]

                             MOHAWK INDUSTRIES, INC.

                  6.50% [SERIES A] [SERIES C]/1/ NOTE DUE 2007

                                                            CUSIP No.: _________
No.                                                        $________________


     Mohawk Industries, Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successors under the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________, or
registered assigns, the principal sum of __________ Dollars, on April 15, 2007.

     Interest Payment Dates: April 15 and October 15; commencing October 15,
2002.

     Record Dates: April 1 and October 1.

     Reference is made to the further provisions of this Note on the reverse
side, which will, for all purposes, have the same effect as if set forth at this
place.



____________________

/1/ Series A Notes should be replaced with Series C Notes in the Exchange Offer.

                                     A/1-1

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                                     MOHAWK INDUSTRIES, INC.
                                                     a Delaware corporation

                                                     By:________________________
                                                     Name:
                                                     Title:




                                                     By:________________________
                                                     Name:
                                                     Title:


Dated: April 2, 2002

                                     A/1-2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

          This is one of the Notes described in the within-mentioned Indenture.

                                           WACHOVIA BANK, NATIONAL ASSOCIATION
                                           as Trustee

                                           By:__________________________________
                                                 Name:
                                                 Authorized Signatory


Dated: April 2, 2002

                                     A/1-3

<PAGE>

                                 (Back of Note)

                 6.50% [Series A] [Series C]/2/ Notes due 2007

[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 (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) 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.]/3/

[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


_______________

/2/ Series A Notes should be replaced with Series C Notes in the Exchange Offer.

/3/ To be included only on Global Notes deposited with DTC as Depositary.

                                     A/1-4

<PAGE>

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]/4/

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS
THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM
ACCRUING ON THIS NOTE.]/5/

[THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (B) BY SUBSEQUENT INVESTORS, AS SET
FORTH IN (A) ABOVE, AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES.]/6/


____________

/4/ To be included only on Global Notes deposited with DTC as Depositary.

/5/ To be included only on Reg S Temporary Global Notes.

/6/ To be included only on Transfer Restricted Notes.

                                     A/1-5

<PAGE>

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

          1.   Interest. Mohawk Industries, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
6.50% per annum from April 2, 2002 until maturity and shall pay the Special
Interest, if any, payable pursuant to Section 2 of the Exchange and Registration
Rights Agreement referred to below.* The Company will pay interest and Special
Interest, if any, semi-annually in arrears on April 15 and October 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 provided for or, if no
interest has been paid, from the Issue Date; provided, that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a Record Date (defined below) 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 October 15, 2002. The Company shall pay interest on
overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest 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 April 1 or October 1
next preceding the Interest Payment Date (each a "Record Date"), even if such
Notes are cancelled after such Record Date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture (as defined
below) with respect to defaulted interest. The Notes will be payable as to
principal, premium, interest and Special Interest, if any, at the office or
agency of the Company maintained in the Borough of Manhattan, The City and State
of New York for such purpose, 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, and provided,
that payment by wire transfer of immediately available funds to an account
within the United States will be required with respect to principal of and
interest, premium and Special Interest, if any, on all Global Notes. Such
payment shall 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.

________________

* References in this Form of Note to Special Interest shall apply only to Series
A Notes.


                                     A/1-6

<PAGE>

          3.   Paying Agent and Registrar. Initially, Wachovia Bank, National
Association, 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.

          4.   Indenture. The Company issued the Notes under an Indenture dated
as of April 2, 2002 ("Indenture") by and between the Company 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 ss.ss. 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.

          5.   Optional Redemption.

          (a)  The Notes will be redeemable for cash at the option of the
Company, in whole or in part, at any time and from time to time, upon not less
than 30 days nor more than 60 days prior notice mailed by first class mail to
each Holder at its last registered address, at the Redemption Price. The
Redemption Price shall be equal to the greater of the following amounts, plus,
in each case, accrued and unpaid interest to the Redemption Date:

               (i)  100% of the principal amount of the Notes to be redeemed, or

               (ii) as determined by the Independent Investment Banker, the sum
     of the present values of the remaining principal amount and scheduled
     payments of interest on the Notes to be redeemed, assuming for this purpose
     that the Notes remain outstanding until maturity (not including any portion
     of payments of interest accrued as of the Redemption Date), discounted to
     the Redemption Date in accordance with customary market practice on a
     semiannual basis at the Treasury Rate, plus 25 basis points.

          (b)  The Redemption Price shall be calculated assuming a 360-day year
consisting of twelve 30-day months. For purposes of calculating the Redemption
Price, the following terms shall have the meanings set forth below:

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

                                     A/1-7

<PAGE>

          "Comparable Treasury Price" means, with respect to any Redemption
Date: (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) on the third Business
Day preceding the 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
(ii) 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 for that Redemption Date, after excluding the highest
and lowest of the Reference Treasury Dealer Quotations, or (B) if the Trustee
obtains fewer than three Reference Treasury Dealer Quotations, the average of
all Reference Treasury Dealer Quotations so received.

          "Independent Investment Banker" means one of the Reference Treasury
Dealers selected by the Trustee after consultation with the Company.

          "Reference Treasury Dealer" means: (i) Goldman, Sachs & Co., (ii)
First Union Securities, Inc., and (iii) SunTrust Capital Markets, Inc., and
their respective successors, unless any of them ceases to be a primary U.S.
Government securities dealer in New York, New York (a "Primary Treasury Dealer")
after the date hereof, in which case the Company shall substitute another
nationally recognized investment banking firm that is a 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 as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third Business Day preceding that Redemption Date.

          "Treasury Rate" means, with respect to any Redemption Date, the rate
per year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated on the third Business Day preceding the Redemption
Date, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
that Redemption Date.

          6.   Notice of redemption will be mailed by first class mail 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 integral multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date, interest (and Special Interest, if any) ceases to
accrue on Notes or portions thereof called for redemption unless the Company
defaults in such payments due on the Redemption Date.

                                     A/1-8

<PAGE>

          7.   Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not
have the benefit of any sinking fund.

          8.   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, it 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.


          9.   Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.


          10.  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 not less than a majority in aggregate principal amount of the
then outstanding Notes, 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 aggregate principal amount of the then outstanding
Notes. Without the consent of any Holder of a Note, the Indenture or the Notes
may be amended or supplemented (a) to cure any ambiguity, defect or
inconsistency, (b) to add to the covenants of the Company such further
covenants, restrictions or conditions for the benefit of the Holders, and to
make the occurrence, or the occurrence and continuance, of a Default in any such
additional covenants, restrictions or conditions a Default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however, that in
respect of any such additional covenant, restriction or condition such
supplemental indenture may provide for a particular period of grace after
Default (which period may be shorter or longer than allowed in the case of other
Defaults, but shall not exceed 90 days) or may provide for any immediate
enforcement upon such Default or may limit the remedies available to be
exercised by the Trustee in its discretion upon such Default but may not limit
the remedies available to be exercised by the Holders; (c) to provide for
collateral for or guarantors of the Notes; (d) to evidence the succession of
another Person to the Company, and the assumption by any such successor of the
obligations of the Company, herein and in the Indenture in accordance with the
terms of the Indenture; (e) to modify, eliminate or add to the provisions of the
Indenture to comply with the TIA; (f) to evidence and provide for the acceptance
of appointment of a successor Trustee with

                                     A/1-9

<PAGE>

respect to the Notes; (g) in any other case where a supplemental indenture
is required or permitted to be entered into pursuant to the provisions of the
Indenture without the consent of any Holder; or (h) to provide for the issuance
and authorization of the Exchange Notes.

          11.  Defaults and Remedies. The Indenture provides that each of the
following constitutes an Event of Default:

               (i)   the Company's failure to pay any installment of interest
     (or Special Interest, if any) on the Notes as and when the same becomes due
     and payable and the continuance of any such failure for 30 days;

               (ii)  the Company's failure to pay all or any part of the
     principal of, or premium, if any, on the Notes when and as the same becomes
     due and payable at maturity, redemption, by acceleration or otherwise;

               (iii) the Company's failure to observe or perform any other
     covenant or agreement contained in the Notes or the Indenture and the
     continuance of such failure for a period of 60 days after written notice is
     given to the Company by the Trustee or to the Company and the Trustee by
     the Holders of at least 25% in aggregate principal amount of the Notes
     outstanding;

               (iv)  a decree, judgment, or order by a court of competent
     jurisdiction shall have been entered adjudicating the Company as bankrupt
     or insolvent, or approving as properly filed a petition seeking
     reorganization of the Company under any bankruptcy or similar law, and such
     decree or order shall have continued undischarged and unstayed for a period
     of 60 days; or a decree, judgment or order of a court of competent
     jurisdiction appointing a receiver, liquidator, trustee, or assignee in
     bankruptcy or insolvency for the Company, or any substantial part of the
     property of any such Person, or for the winding up or liquidation of the
     affairs of any such Person, shall have been entered, and such decree,
     judgment, or order shall have remained in force undischarged and unstayed
     for a period of 60 days; and

               (v)   the Company shall institute proceedings to be adjudicated a
     voluntary bankrupt, or shall consent to the filing of a bankruptcy
     proceeding against it, or shall file a petition or answer or consent
     seeking reorganization under any bankruptcy or similar law or similar
     statute, or shall consent to the filing of any such petition, or shall
     consent to the appointment of a custodian, receiver, liquidator, trustee,
     or assignee in bankruptcy or insolvency of it or any substantial part of
     its assets or property, or shall make a general assignment for the benefit
     of

                                     A/1-10

<PAGE>

          creditors, or shall admit in writing its inability to pay its debts
          generally as they become due, or take any corporate action in
          furtherance of any of the foregoing.

               12. 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.

               13. No Recourse Against Others. No direct or indirect
stockholder, employee, officer or director, as such, past, present or future, of
the Company, or any successor entity, shall have any personal liability in
respect of the obligations of the Company under the Notes or the Indenture
solely by reason of his or its status as such stockholder, employee, officer or
director. Each Securityholder 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.

               14. Authentication. This Note shall not be valid until
authenticated by the manual or facsimile signature of the Trustee or an
authenticating agent.

               15. 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).

               16. Additional Rights of Holders of Transfer Restricted Notes./7/
In addition to the rights provided to Holders of Notes under the Indenture,
Holders of Transfer Restricted Notes shall have all the rights set forth in the
Exchange and Registration Rights Agreement dated as of the date of the
Indenture, among the Company and the Initial Purchasers (the "Exchange and
Registration Rights Agreement").

               17. 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

________________

/7/ To be included only on Transfer Restricted Notes.

                                     A/1-11

<PAGE>

thereon, and any such redemption shall not be affected by any defect in or
omission of such numbers.

               18. Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND RULE 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND
RULES.

               The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Exchange and Registration
Rights Agreement. Requests may be made to:

                             Mohawk Industries, Inc.
                             160 So. Industrial Blvd.
                             Calhoun, Georgia 30703
                             Attention: Chief Financial Officer
                             Telephone No.: (706) 625-3851

                                     A/1-12


<PAGE>

                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________

                  (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*

________________________________________________________________________________


*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.

                                     A/1-13

<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/8/

     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 of        Signature of
                    Amount of decrease in   Amount of increase in     this Global Note      authorized officer of
                     Principal Amount of     Principal Amount of       following such          Trustee or Note
Date of Exchange       this Global Note       this Global Note       decrease or increase)        Custodian
----------------       ----------------       ----------------       --------------------         ---------
<S>                 <C>                     <C>                      <C>                    <C>

</TABLE>


_____________
/8/  This should be included only if the Note is issued in global form.

                                     A/1-14

<PAGE>

                                                                     EXHIBIT A/2

                                 [FORM OF NOTE]

                             MOHAWK INDUSTRIES, INC.

                  7.20% [SERIES B] [SERIES D]/1/ NOTE DUE 2012

                                                         CUSIP No.:  __________

No.                                                           $________________


     Mohawk Industries, Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successors under the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________, or
registered assigns, the principal sum of __________ Dollars, on April 15, 2012.

Interest Payment Dates: April 15 and October 15; commencing October 15, 2002.

Record Dates: April 1 and October 1.

Reference is made to the further provisions of this Note on the reverse side,
which will, for all purposes, have the same effect as if set forth at this
place.

________________

/1/  Series B Notes should be replaced with Series D Notes in the Exchange
Offer.

                                     A/2-1

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                          MOHAWK INDUSTRIES, INC.
                                          a Delaware corporation

                                          By:_____________________________
                                          Name:
                                          Title:




                                          By:_____________________________
                                          Name:
                                          Title:

Dated: April 2, 2002

                                     A/2-2


<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

      This is one of the Notes described in the within-mentioned Indenture.

                                           WACHOVIA BANK, NATIONAL ASSOCIATION
                                           as Trustee

                                           By:_________________________________
                                                  Name:
                                                  Authorized Signatory

Dated: April 2, 2002

                                     A/2-3


<PAGE>

                                 (Back of Note)

                 7.20% [Series B] [Series D]/2/ Notes due 2012

[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 (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) 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.]/3/

[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

________________

/2/  Series B Notes should be replaced with Series D Notes in the Exchange
Offer.

/3/  To be included only on Global Notes deposited with DTC as Depositary.

                                     A/2-4

<PAGE>

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]/4/

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS
THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM
ACCRUING ON THIS NOTE.]/5/

[THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (B) BY SUBSEQUENT INVESTORS, AS SET
FORTH IN (A) ABOVE, AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES.]/6/

___________________

/4/ To be included only on Global NOtes deposited with DTC as Depositary.

/5/ To be included only on Reg S Temporary Glabal Notes.

/6/ To be included only on Transfer Restricted Notes.

                                     A/2-5

<PAGE>

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

                1.  Interest. Mohawk Industries, Inc., a Delaware corporation

(the "Company"), promises to pay interest on the principal amount of this Note
at 7.20% per annum from April 2, 2002 until maturity and shall pay the Special
Interest, if any, payable pursuant to Section 2 of the Exchange and Registration
Rights Agreement referred to below.* The Company will pay interest and Special
Interest, if any, semi-annually in arrears on April 15 and October 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 provided for or, if no
interest has been paid, from the Issue Date; provided, that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a Record Date (defined below) 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 October 15, 2002. The Company shall pay interest on
overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest 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 April 1 or
October 1 next preceding the Interest Payment Date (each a "Record Date"), even
if such Notes are cancelled after such Record Date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture (as
defined below) with respect to defaulted interest. The Notes will be payable as
to principal, premium, interest and Special Interest, if any, at the office or
agency of the Company maintained in the Borough of Manhattan, The City and State
of New York for such purpose, 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, and provided,
that payment by wire transfer of immediately available funds to an account
within the United States will be required with respect to principal of and
interest, premium and Special Interest, if any, on all Global Notes. Such
payment shall 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.

______________________

/*/  References in this Form of Note to Special Interest shall apply only to
     Series B Notes.

                                     A/2-6

<PAGE>

        3.   Paying Agent and Registrar. Initially, Wachovia Bank, National
Association, 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.

        4.   Indenture. The Company issued the Notes under an Indenture dated as
of April 2, 2002 ("Indenture") by and between the Company 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 ss.ss. 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.

        5.   Optional Redemption.

        (a)  The Notes will be redeemable for cash at the option of the Company,
in whole or in part, at any time and from time to time, upon not less than 30
days nor more than 60 days prior notice mailed by first class mail to each
Holder at its last registered address, at the Redemption Price. The Redemption
Price shall be equal to the greater of the following amounts, plus, in each
case, accrued and unpaid interest to the Redemption Date:

             (i)      100% of the principal amount of the Notes to be redeemed,
     or

             (ii)     as determined by the Independent Investment Banker, the
     sum of the present values of the remaining principal amount and scheduled
     payments of interest on the Notes to be redeemed, assuming for this purpose
     that the Notes remain outstanding until maturity (not including any portion
     of payments of interest accrued as of the Redemption Date), discounted to
     the Redemption Date in accordance with customary market practice on a
     semiannual basis at the Treasury Rate, plus 25 basis points.

        (b)  The Redemption Price shall be calculated assuming a 360-day year
consisting of twelve 30-day months. For purposes of calculating the Redemption
Price, the following terms shall have the meanings set forth below:

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

                                     A/2-7

<PAGE>

        "Comparable Treasury Price" means, with respect to any Redemption Date:
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) on the third Business Day
preceding the 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
(ii) 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 for that Redemption Date, after excluding the highest
and lowest of the Reference Treasury Dealer Quotations, or (B) if the Trustee
obtains fewer than three Reference Treasury Dealer Quotations, the average of
all Reference Treasury Dealer Quotations so received.

        "Independent Investment Banker" means one of the Reference Treasury
Dealers selected by the Trustee after consultation with the Company.

        "Reference Treasury Dealer" means: (i) Goldman, Sachs & Co., (ii) First
Union Securities, Inc., and (iii) SunTrust Capital Markets, Inc., and their
respective successors, unless any of them ceases to be a primary U.S. Government
securities dealer in New York, New York (a "Primary Treasury Dealer") after the
date hereof, in which case the Company shall substitute another nationally
recognized investment banking firm that is a 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 as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third Business Day preceding that Redemption Date.

        "Treasury Rate" means, with respect to any Redemption Date, the rate per
year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated on the third Business Day preceding the Redemption
Date, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
that Redemption Date.

        6. Notice of redemption will be mailed by first class mail 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 integral multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date, interest (and Special Interest, if any) ceases to
accrue on Notes or portions thereof called for redemption unless the Company
defaults in such payments due on the Redemption Date.

                                     A/2-8

<PAGE>

        7.  Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not
have the benefit of any sinking fund.

        8.  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, it 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.

        9.  Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

        10. 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 not less than a majority in aggregate principal amount of the then
outstanding Notes, 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 aggregate principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture or the Notes may be amended
or supplemented (a) to cure any ambiguity, defect or inconsistency, (b) to add
to the covenants of the Company such further covenants, restrictions or
conditions for the benefit of the Holders, and to make the occurrence, or the
occurrence and continuance, of a Default in any such additional covenants,
restrictions or conditions a Default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, however, that in respect of any such additional
covenant, restriction or condition such supplemental indenture may provide for a
particular period of grace after Default (which period may be shorter or longer
than allowed in the case of other Defaults, but shall not exceed 90 days) or may
provide for any immediate enforcement upon such Default or may limit the
remedies available to be exercised by the Trustee in its discretion upon such
Default but may not limit the remedies available to be exercised by the Holders;
(c) to provide for collateral for or guarantors of the Notes; (d) to evidence
the succession of another Person to the Company, and the assumption by any such
successor of the obligations of the Company, herein and in the Indenture in
accordance with the terms of the Indenture; (e) to modify, eliminate or add to
the provisions of the Indenture to comply with the TIA; (f) to

                                     A/2-9

<PAGE>

evidence and provide for the acceptance of appointment of a successor Trustee
with respect to the Notes; (g) in any other case where a supplemental indenture
is required or permitted to be entered into pursuant to the provisions of the
Indenture without the consent of any Holder; or (h) to provide for the issuance
and authorization of the Exchange Notes.

        11. Defaults and Remedies. The Indenture provides that each of the
following constitutes an Event of Default:

            (i)   the Company's failure to pay any installment of interest (or
     Special Interest, if any) on the Notes as and when the same becomes due and
     payable and the continuance of any such failure for 30 days;

            (ii)  the Company's failure to pay all or any part of the principal
     of, or premium, if any, on the Notes when and as the same becomes due and
     payable at maturity, redemption, by acceleration or otherwise;

            (iii) the Company's failure to observe or perform any other covenant
     or agreement contained in the Notes or the Indenture and the continuance of
     such failure for a period of 60 days after written notice is given to the
     Company by the Trustee or to the Company and the Trustee by the Holders of
     at least 25% in aggregate principal amount of the Notes outstanding;

            (iv)  a decree, judgment, or order by a court of competent
     jurisdiction shall have been entered adjudicating the Company as bankrupt
     or insolvent, or approving as properly filed a petition seeking
     reorganization of the Company under any bankruptcy or similar law, and such
     decree or order shall have continued undischarged and unstayed for a period
     of 60 days; or a decree, judgment or order of a court of competent
     jurisdiction appointing a receiver, liquidator, trustee, or assignee in
     bankruptcy or insolvency for the Company, or any substantial part of the
     property of any such Person, or for the winding up or liquidation of the
     affairs of any such Person, shall have been entered, and such decree,
     judgment, or order shall have remained in force undischarged and unstayed
     for a period of 60 days; and

            (v)   the Company shall institute proceedings to be adjudicated a
     voluntary bankrupt, or shall consent to the filing of a bankruptcy
     proceeding against it, or shall file a petition or answer or consent
     seeking reorganization under any bankruptcy or similar law or similar
     statute, or shall consent to the filing of any such petition, or shall
     consent to the appointment of a custodian, receiver, liquidator, trustee,
     or assignee in bankruptcy or insolvency of it or any substantial part of
     its assets or property, or shall make a general assignment for the benefit
     of

                                     A/2-10

<PAGE>

         creditors, or shall admit in writing its inability to pay its debts
         generally as they become due, or take any corporate action in
         furtherance of any of the foregoing.

            12. 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.

            13. No Recourse Against Others. No direct or indirect stockholder,
     employee, officer or director, as such, past, present or future, of the
     Company, or any successor entity, shall have any personal liability in
     respect of the obligations of the Company under the Notes or the Indenture
     solely by reason of his or its status as such stockholder, employee,
     officer or director. Each Securityholder 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.

            14. Authentication. This Note shall not be valid until authenticated
     by the manual or facsimile signature of the Trustee or an authenticating
     agent.

            15. 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).

            16. Additional Rights of Holders of Transfer Restricted Notes./7/ In
     addition to the rights provided to Holders of Notes under the Indenture,
     Holders of Transfer Restricted Notes shall have all the rights set forth in
     the Exchange and Registration Rights Agreement dated as of the date of the
     Indenture, among the Company and the Initial Purchasers (the "Exchange and
     Registration Rights Agreement").

            17. 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

_________________________

/7/ To be included only on Transfer Restricted Notes.

                                     A/2-11

<PAGE>

thereon, and any such redemption shall not be affected by any defect in or
omission of such numbers.

            18. Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND RULE 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Exchange and Registration
Rights Agreement. Requests may be made to:

                                            Mohawk Industries, Inc.
                                            160 So. Industrial Blvd.
                                            Calhoun, Georgia  30703
                                            Attention:  Chief Financial Officer
                                            Telephone No.: (706) 625-3851

                                     A/2-12

<PAGE>

                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________

                  (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*

________________________________________________________________________________


*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.

                                     A/2-13

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/8/

         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 of         Signature of
                        Amount of decrease in   Amount of increase in     this Global Note      authorized officer of
                         Principal Amount of     Principal Amount of       following such          Trustee or Note
   Date of Exchange        this Global Note       this Global Note     decrease (or increase)         Custodian
   ----------------        ----------------       ----------------              -------------         ---------
<S>                    <C>                      <C>                    <C>                      <C>
</TABLE>

________________________

/8/ This should be included only if the Note is issued in global form.

                                     A/2-14

<PAGE>

                                    EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER

Mohawk Industries, Inc.
160 So. Industrial Blvd.
Calhoun, Georgia  30703
Attention:  Chief Financial Officer

Wachovia Bank, N.A
999 Peachtree Street NE GA 9094
Suite 1100
Atlanta, Georgia  30309
Attention:  Corporate Trust Administration

         Re: [6.50% Notes due 2007] [7.20% Notes due 2012]

Ladies and Gentlemen:

         Reference is hereby made to the Indenture, dated as of April 2, 2002
(the "Indenture"), by and between Mohawk Industries, Inc., as issuer (the
"Company") and Wachovia Bank, National Association, 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[s] in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interest[s] (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 United
States 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

                                      B-1

<PAGE>

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 Distribution
Compliance Period, the Transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser) except as
permitted by Regulation S and the interest transferred will be held immediately
thereafter through Euroclear or Clearstream. 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 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):

                                      B-2

<PAGE>

         (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 is not an
         initial investor in the Notes, 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 Note and the requirements of the exemption
         claimed, which certification is supported by (1) a certificate executed
         by the Transferee in a 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 and provided to the Company, which has
         confirmed its acceptability), 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 Definitive
         Note will be subject to the restrictions on transfer enumerated in the
         Private Placement Legend printed on 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 the proposed Transfer in accordance with the terms of
         the

                                      B-3

<PAGE>

         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 and the Securities
         Act.

         (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 and the Securities Act.

         (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.

                                      B-4

<PAGE>

This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.

_______________________________             Dated:


-------------------------------
[Insert Name of Transferor]


By: ____________________________
    Name:
    Title:

                                      B-5

<PAGE>

                       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

                           [6.50% Notes due 2007:

                  (i)      [ ]    144A Global Note (CUSIP  608190 AA 2), or

                  (ii)     [ ]    501 Global Note (CUSIP  608190 AC 2), or

                  (iii)    [ ]    Regulation S Global Note (CUSIPU60725 AA 3),
                                  or] [7.20 % Notes due 2012:

                  (i)      [ ]    144A Global Note (CUSIP  608190 AB 0), or

                  (ii)     [ ]    501 Global Note (CUSIP  608190 AD 6), or

                  (iii)    [ ]    Regulation S Global Note (CUSIP U60725 AB 1),
                                  or]

         (b)      [ ]    a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

[CHECK ONE]

         (a)      [ ]    a beneficial interest in the

                         [6.50% Notes due 2007:

                  (i)    [ ]   144A Global Note (CUSIP  608190 AA 2), or

                                      B-6

<PAGE>

          (ii)   [_]    501 Global Note (CUSIP  608190 AC 2), or


          (iii)  [_]    Regulation S Global Note (CUSIP U60725 AA 3), or]

                 [7.20 % Notes due 2012:

          (i)    [_]    144A Global Note (CUSIP  608190 AB 0), or


          (ii)   [_]    501 Global Note (CUSIP  608190 AD 6), or


          (iii)  [_]    Regulation S Global Note (CUSIP U60725 AB 1), 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-7

<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE





Mohawk Industries, Inc.
160 So. Industrial Blvd.
Calhoun, Georgia  30703
Attention:  Chief Financial Officer

Wachovia Bank, National Association
999 Peachtree Street NE GA 9094
Suite 1100
Atlanta, Georgia  30309
Attention:  Corporate Trust Administration

                  Re: [6.50% Notes due 2007] [7.20% Notes due 2012]

Ladies and Gentlemen:

                  Reference is hereby made to the Indenture, dated as of April
2, 2002 (the "Indenture"), by and between Mohawk Industries, Inc., as issuer
(the "Company") and Wachovia Bank, National Association, 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[s] in such Note[s] specified herein, in the principal amount
of $____________ in such Note[s] or interest[s] (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

                                      C-1

<PAGE>

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
Restricted Global Notes and pursuant to and in accordance with the United States
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 Unrestricted 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 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

                                      C-2

<PAGE>

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 (i) the Restricted Definitive Note 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 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, [_] Reg S Global Note, or [_] Rule 501
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-3

<PAGE>

This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.





______________________________

[Insert Name of Owner]






By:___________________________

  Name:

  Title:





Dated:_______________________


                                      C-4

<PAGE>

                                    EXHIBIT D

                       FORM OF CERTIFICATE FROM ACQUIRING

                       INSTITUTIONAL ACCREDITED INVESTOR




Mohawk Industries, Inc.
160 So. Industrial Blvd.
Calhoun, Georgia  30703
Attention: Chief Financial Officer

Wachovia Bank, National Association
999 Peachtree Street NE GA 9094
Suite 1100
Atlanta, Georgia 30309
Attention: Corporate Trust Administration

          Re: [6.50% Notes due 2007] [7.20% Notes due 2012]

Ladies and Gentlemen:

          Reference is hereby made to the Indenture, dated as of April 2, 2002
(the "Indenture"), by and between Mohawk Industries, Inc., as issuer (the
"Company") and Wachovia Bank, National Association, 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 United States
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 United States Securities Act of 1933, and that the Notes
may not be offered, sold, pledged or otherwise transferred 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 we will not offer,
sell, pledge or otherwise transfer the Notes, except (A) by the initial investor
(1) to a person whom the seller reasonably believes is a qualified institutional
buyer within the meaning of Rule 144A under the

                                      D-1

<PAGE>

Securities Act purchasing for its own account or for a qualified institutional
buyer in a transaction meeting the requirements of Rule 144A, (2) in an offshore
transaction complying with Rule 903 or 904 of Regulation S under the Securities
Act, (3) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 thereunder (if available) or (4) pursuant to an effective
registration statement under the Securities Act, and (B) by subsequent
investors, as set forth in (A) above, and, in addition, to an institutional
accredited investor in a transaction exempt from the registration requirements
of the Securities Act, in each case, in accordance with all applicable
securities laws of the United States and we further agree to notify any
purchaser of the Notes from us of the resale restrictions referred to above.

          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. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Initial Purchasers.

          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.

                                      D-2

<PAGE>

          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.






_____________________________________           Dated: __________________, ____

[Insert Name of Accredited Investor]







By:_______________________________

Name:

Title:


                                      D-3