<PAGE>   1
                                                                     EXHIBIT 4.2


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





                             U.S. CAN CORPORATION,

                                     Issuer

                   10-1/8% Senior Subordinated Notes Due 2006



                           UNITED STATES CAN COMPANY,

                                   Guarantor



                             _____________________


                                   INDENTURE


                          Dated as of October 17, 1996

                             _____________________


                         HARRIS TRUST AND SAVINGS BANK,

                                    Trustee





================================================================================
<PAGE>   2

                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                                    INDENTURE
SECTION                                                                                   SECTION  
-------                                                                                 -----------
<S>                                                                                         <C>
310(a)(1)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.10
   (a)(2)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.10
   (a)(3)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         N.A.
   (a)(4)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         N.A.
   (b)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.08; 7.10
   (c)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         N.A.
311(a)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.11
   (b)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.11
   (c)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         N.A.
312(a)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2.05
   (b)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.03
   (c)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.03
313(a)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.06
   (b)(1)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         N.A.
   (b)(2)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.06
   (c)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.02
   (d)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.06
314(a)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4.02; 4.10;
                                                                                            4.11; 12.02
   (b)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         N.A.
   (c)(1)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.04
   (c)(2)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.04
   (c)(3)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         N.A.
   (d)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         N.A.
   (e)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.05
   (f)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4.11
315(a)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.01
   (b)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.05; 12.02
   (c)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.01
   (d)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7.01
   (e)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6.11
316(a)(last sentence)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.06
   (a)(1)(A)            . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6.05
   (a)(1)(B)            . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6.04
   (a)(2)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         N.A.
   (b)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6.07
317(a)(1)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6.08
   (a)(2)               . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6.09
   (b)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2.04
318(a)                  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12.01

                        "N.A." means Not Applicable.
</TABLE>

________________

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.
<PAGE>   3



                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
                                                            ARTICLE 1

                                            DEFINITIONS AND INCORPORATION BY REFERENCE

<S>               <C>                                                                                     <C>
SECTION 1.01.      Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1
SECTION 1.02.      Other Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        18
SECTION 1.03.      Incorporation by Reference of Trust
                     Indenture Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        18
SECTION 1.04.      Rules of Construction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        19
               
               
                                                   ARTICLE 2
               
                                                 THE SECURITIES
               
SECTION 2.01.      Form and Dating  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        20
SECTION 2.02.      Execution and Authentication   . . . . . . . . . . . . . . . . . . . . . . . . . .        20
SECTION 2.03.      Registrar and Paying Agent   . . . . . . . . . . . . . . . . . . . . . . . . . . .        20
SECTION 2.04.      Paying Agent To Hold Money in Trust  . . . . . . . . . . . . . . . . . . . . . . .        21
SECTION 2.05.      Holder Lists   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        21
SECTION 2.06.      Replacement Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        21
SECTION 2.07.      Outstanding Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        21
SECTION 2.08.      Temporary Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        22
SECTION 2.09.      Cancellation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        22
SECTION 2.10.      Defaulted Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        22
SECTION 2.11.      CUSIP Numbers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        22
               
                                                   ARTICLE 3
               
                                                   REDEMPTION
               
SECTION 3.01.      Notices to Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        22
SECTION 3.02.      Selection of Securities To Be Redeemed   . . . . . . . . . . . . . . . . . . . . .        23
SECTION 3.03.      Notice of Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        23
SECTION 3.04.      Effect of Notice of Redemption   . . . . . . . . . . . . . . . . . . . . . . . . .        24
SECTION 3.05.      Deposit of Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . .        24
SECTION 3.06.      Securities Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . .        24
               
               
                                                   ARTICLE 4
               
                                                   COVENANTS
               
SECTION 4.01.      Payment of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        24
SECTION 4.02.      SEC Reports  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        24
SECTION 4.03.      Limitation on Indebtedness   . . . . . . . . . . . . . . . . . . . . . . . . . . .        25
</TABLE>       
               
               
               
               
               
                             -i-
<PAGE>   4
               
<TABLE>        
<CAPTION>      
                                                                                                           PAGE
                                                                                                           ----
<S>               <C>                                                                                       <C>
SECTION 4.04.      Limitation on Restricted Payments  . . . . . . . . . . . . . . . . . . . . . . . .        26
SECTION 4.05.      Limitation on Dividends and Other
                     Payment Restrictions Affecting
                     Restricted Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        26
SECTION 4.06.      Limitation on Asset Dispositions   . . . . . . . . . . . . . . . . . . . . . . . .        27
SECTION 4.07.      Limitation on Transactions with
                     Affiliates   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        30
SECTION 4.08.      Change of Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        31
SECTION 4.09.      Limitation on Layered Indebtedness   . . . . . . . . . . . . . . . . . . . . . . .        32
SECTION 4.10.      Compliance Certificate   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        32
SECTION 4.11.      Further Instruments and Acts   . . . . . . . . . . . . . . . . . . . . . . . . . .        32
SECTION 4.12.      Limitation on Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        32
SECTION 4.13.      Ownership of United States Can Company   . . . . . . . . . . . . . . . . . . . . .        33
SECTION 4.14.      Future Subsidiary Guarantors   . . . . . . . . . . . . . . . . . . . . . . . . . .        33
SECTION 4.15.      Establishment of Escrow Account  . . . . . . . . . . . . . . . . . . . . . . . . .        33
SECTION 4.16.      Required Redemption of 13 1/2% Notes   . . . . . . . . . . . . . . . . . . . . . .        33
               
               
                                                   ARTICLE 5
               
                                                SURVIVING ENTITY
               
SECTION 5.01.      Merger, Consolidation and Sale of Assets   . . . . . . . . . . . . . . . . . . . .        34
               
               
                                                   ARTICLE 6
               
                                             DEFAULTS AND REMEDIES
               
SECTION 6.01.      Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        35
SECTION 6.02.      Acceleration   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        36
SECTION 6.03.      Other Remedies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        37
SECTION 6.04.      Waiver of Past Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        37
SECTION 6.05.      Control by Majority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        37
SECTION 6.06.      Limitation on Suits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        37
SECTION 6.07.      Rights of Holders To Receive Payment   . . . . . . . . . . . . . . . . . . . . . .        38
SECTION 6.08.      Collection Suit by Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . .        38
SECTION 6.09.      Trustee May File Proofs of Claim   . . . . . . . . . . . . . . . . . . . . . . . .        38
SECTION 6.10.      Priorities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        38
SECTION 6.11.      Undertaking for Costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        39
SECTION 6.12.      Waiver of Stay or Extension Laws   . . . . . . . . . . . . . . . . . . . . . . . .        39
               
               
                                                   ARTICLE 7
               
                                                    TRUSTEE
               
SECTION 7.01.      Duties of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        39
SECTION 7.02.      Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        40
SECTION 7.03.      Individual Rights of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . .        40
                                                                                                              
</TABLE>       
               
               
                             -ii-
               
<PAGE>   5
               
<TABLE>        
<CAPTION>      
                                                                                                           PAGE
                                                                                                           ----
<S>               <C>                                                                                       <C>
SECTION 7.04.      Trustee's Disclaimer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        41
SECTION 7.05.      Notice of Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        41
SECTION 7.06.      Reports by Trustee to Holders  . . . . . . . . . . . . . . . . . . . . . . . . . .        41
SECTION 7.07.      Compensation and Indemnity   . . . . . . . . . . . . . . . . . . . . . . . . . . .        41
SECTION 7.08.      Replacement of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        42
SECTION 7.09.      Successor Trustee by Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . .        42
SECTION 7.10.      Eligibility; Disqualification  . . . . . . . . . . . . . . . . . . . . . . . . . .        43
SECTION 7.11.      Preferential Collection of Claims
                     Against Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        43
               
               
                                                   ARTICLE 8
               
                                       DISCHARGE OF INDENTURE; DEFEASANCE
               
SECTION 8.01.      Discharge of Liability on Securities;
                     Defeasance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        43
SECTION 8.02.      Conditions to Defeasance   . . . . . . . . . . . . . . . . . . . . . . . . . . . .        44
SECTION 8.03.      Application of Trust Money   . . . . . . . . . . . . . . . . . . . . . . . . . . .        45
SECTION 8.04.      Repayment to Company   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        45
SECTION 8.05.      Indemnity for Government Obligations   . . . . . . . . . . . . . . . . . . . . . .        45
SECTION 8.06.      Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        45
               
               
                                                   ARTICLE 9
               
                                                   AMENDMENTS
               
SECTION 9.01.      Without Consent of Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . .        46
SECTION 9.02.      With Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        47
SECTION 9.03.      Compliance with Trust Indenture Act  . . . . . . . . . . . . . . . . . . . . . . .        48
SECTION 9.04.      Revocation and Effect of Consents
                     and Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        48
SECTION 9.05.      Notation on or Exchange of Securities  . . . . . . . . . . . . . . . . . . . . . .        48
SECTION 9.06.      Trustee To Sign Amendments   . . . . . . . . . . . . . . . . . . . . . . . . . . .        48
SECTION 9.07.      Payment for Consent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        49
               
               
                                                   ARTICLE 10
               
                                                 SUBORDINATION
               
SECTION 10.01.     Agreement To Subordinate   . . . . . . . . . . . . . . . . . . . . . . . . . . . .        49
SECTION 10.02.     Liquidation, Dissolution, Bankruptcy   . . . . . . . . . . . . . . . . . . . . . .        49
SECTION 10.03.     Default on Senior Indebtedness   . . . . . . . . . . . . . . . . . . . . . . . . .        49
SECTION 10.04.     Acceleration of Payment of Securities  . . . . . . . . . . . . . . . . . . . . . .        50
SECTION 10.05.     When Distribution Must Be Paid Over  . . . . . . . . . . . . . . . . . . . . . . .        50
SECTION 10.06.     Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        50
SECTION 10.07.     Relative Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        50
</TABLE>       
               
               
               
               
               
                            -iii-
<PAGE>   6
<TABLE>        
<CAPTION>      
                                                                                                           PAGE
                                                                                                           ----
<S>               <C>                                                                                       <C>
SECTION 10.08.    Subordination May Not Be Impaired by
                    Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        50
SECTION 10.09.    Rights of Trustee and Paying Agent   . . . . . . . . . . . . . . . . . . . . . . .        51
SECTION 10.10.    Distribution or Notice to Repre-
                    sentative  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        51
SECTION 10.11.    Article 10 Not To Prevent Events of
                    Default or Limit Right To Accelerate   . . . . . . . . . . . . . . . . . . . . .        51
SECTION 10.12.    Trust Moneys Not Subordinated  . . . . . . . . . . . . . . . . . . . . . . . . . .        51
SECTION 10.13.    Trustee Entitled To Rely   . . . . . . . . . . . . . . . . . . . . . . . . . . . .        51
SECTION 10.14.    Trustee To Effectuate Subordination  . . . . . . . . . . . . . . . . . . . . . . .        52
SECTION 10.15.    Trustee Not Fiduciary for Holders of
                    Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        52
SECTION 10.16.    Reliance by Holders of Senior Indebt-
                    edness on Subordination Provisions   . . . . . . . . . . . . . . . . . . . . . .        52
               
               
                                                   ARTICLE 11
               
                         SUBSIDIARY GUARANTIES; SUBORDINATION OF SUBSIDIARY GUARANTIES
               
SECTION 11.01.    Subsidiary Guaranties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        52
SECTION 11.02.    Contribution   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        53
SECTION 11.03.    Agreement To Subordinate   . . . . . . . . . . . . . . . . . . . . . . . . . . . .        54
SECTION 11.04.    Liquidation, Dissolution, Bankruptcy   . . . . . . . . . . . . . . . . . . . . . .        54
SECTION 11.05.    Default on Senior Indebtedness of Sub-
                    sidiary Guarantors   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        55
SECTION 11.06.    Acceleration of Payment of Securities  . . . . . . . . . . . . . . . . . . . . . .        55
SECTION 11.07.    When Distribution Must Be Paid Over  . . . . . . . . . . . . . . . . . . . . . . .        55
SECTION 11.08.    Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        55
SECTION 11.09.    Relative Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        56
SECTION 11.10.    Subordination May Not Be Impaired by
                    the Subsidiary Guarantors  . . . . . . . . . . . . . . . . . . . . . . . . . . .        56
SECTION 11.11.    Rights of Trustee and Paying Agent   . . . . . . . . . . . . . . . . . . . . . . .        56
SECTION 11.12.    Distribution or Notice to Repre-
                    sentative  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        56
SECTION 11.13.    Article 11 Not to Prevent Events of
                    Default or Limit Right To Accelerate   . . . . . . . . . . . . . . . . . . . . .        56
SECTION 11.14.    Trust Moneys Not Subordinated  . . . . . . . . . . . . . . . . . . . . . . . . . .        57
SECTION 11.15.    Trustee Entitled To Rely   . . . . . . . . . . . . . . . . . . . . . . . . . . . .        57
SECTION 11.16.    Trustee to Effectuate Subordination  . . . . . . . . . . . . . . . . . . . . . . .        57
SECTION 11.17.    Trustee Not Fiduciary for Holders of
                    Senior Indebtedness of Subsidiary
                    Guarantors   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        57
SECTION 11.18.    Reliance by Holders of Senior Indebt-
                    edness of Subsidiary Guarantors on
                    Subordination Provisions   . . . . . . . . . . . . . . . . . . . . . . . . . . .        57
SECTION 11.19.    Release of Subsidiary Guarantor  . . . . . . . . . . . . . . . . . . . . . . . . .        58
                                                                                                              
</TABLE>





                                     -iv-

<PAGE>   7




<TABLE>
<CAPTION>
                                                  ARTICLE 12

                                                MISCELLANEOUS                                              PAGE
                                                                                                           ----
<S>               <C>                                                                                       <C>
SECTION 12.01.    Trust Indenture Act Controls   . . . . . . . . . . . . . . . . . . . . . . . . . .        58
SECTION 12.02.    Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        58
SECTION 12.03.    Communication by Holders with Other
                    Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        59
SECTION 12.04.    Certificate and Opinion as to Condi-
                    tions Precedent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        59
SECTION 12.05.    Statements Required in Certificate
                    or Opinion   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        59
SECTION 12.06.    When Securities Disregarded  . . . . . . . . . . . . . . . . . . . . . . . . . . .        60
SECTION 12.07.    Rules by Trustee, Paying Agent and
                    Registrar  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        60
SECTION 12.08.    Legal Holidays   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        60
SECTION 12.09.    Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        60
SECTION 12.10.    No Recourse Against Others   . . . . . . . . . . . . . . . . . . . . . . . . . . .        60
SECTION 12.11.    Successors   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        60
SECTION 12.12.    Multiple Originals   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        60
SECTION 12.13.    Table of Contents; Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . .        61
SECTION 12.14.    Severability   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        61
</TABLE>          
                  

Exhibit A        -  Form of Initial Notes
Exhibit B        -  Form of Exchange Note





                                      -v-
<PAGE>   8



                 INDENTURE dated as of October 17, 1996, among U.S. CAN
CORPORATION, a Delaware corporation (the "Company"), UNITED STATES CAN COMPANY,
a Delaware corporation (the "Guarantor") and HARRIS TRUST AND SAVINGS BANK, an
Illinois banking corporation (the "Trustee").

                 Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined
herein) of the Company's 10-1/8% Senior Subordinated Notes Due 2006 (the
"Initial Notes") and, if and when issued in exchange for the Initial Notes, the
Company's Series B 10-1/8% Senior Subordinated Notes Due 2006 (the "Exchange
Notes," and, together with the Initial Notes, the "Securities"):


                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                 SECTION 1.01.  Definitions.

                 "Additional Assets" means (i) any property or assets (other
than Indebtedness and Capital Stock) in a Related Business; (ii) Capital Stock
of a Person that becomes a Restricted Subsidiary as a result of the acquisition
of such Capital Stock by the Company or another Restricted Subsidiary; or (iii)
Capital Stock constituting a minority interest in any Person that at such time
is a Restricted Subsidiary; provided, however, that, in the case of clauses
(ii) and (iii), such Restricted Subsidiary is primarily engaged in a Related
Business.

                 "Affiliate" of any specified Person means (i) any other
Person, directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person or (ii) any other Person who
is a director or officer (a) of such specified Person, (b) of any subsidiary of
such specified Person or (c) of any Person described in clause (i) above.  For
the purposes of this definition, "control" when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.  For purposes of the Section 4.07 only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis)
of the Company or of rights or warrants to purchase such Voting Stock (whether
or not currently exercisable) and any Person who would be an Affiliate of any
such beneficial owner pursuant to the first sentence hereof.

                 "Asset Disposition" means any direct or indirect sale
including a Sale/Leaseback Transaction, lease, transfer, conveyance or other
disposition (or series of related sales, Sale/Leaseback Transactions, leases,
transfers, conveyances or dispositions) of shares of Capital Stock of a
Restricted Subsidiary (other than directors' qualifying shares), property or
other assets (each referred to for the purposes of this definition as a
"disposition") by the Company or any of its Restricted Subsidiaries other than
(i) a disposition by a Restricted Subsidiary to the Company or by the Company
or a Restricted Subsidiary to a Wholly Owned Subsidiary, (ii) a disposition of
property or assets at Fair Market Value in the ordinary course of business and
consistent with past practices of the Company or any of its Restricted
Subsidiaries, as applicable, (iii) a disposition with a Fair Market Value and a
sale price of less than $5 million, (iv) for purposes of Section 4.06, only, a
disposition subject to





<PAGE>   9

the limitations set forth under Section 4.04 and (v) when used with respect to
the Company or the Guarantor, any Asset Disposition pursuant to Section 5.01
which constitutes a disposition of all or substantially all of the Company's or
the Guarantor's property.

                 "Attributable Indebtedness" means Indebtedness deemed to be
Incurred in respect of a Sale/Leaseback Transaction and shall be, at the date
of determination, the greater of (i) the fair market value of the property
subject to such Sale/Leaseback Transaction (as determined in good faith by the
Board of Directors) or (ii) the present value (discounted at the actual rate of
interest implicit in such transaction, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

                 "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (i) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by (ii) the sum of all
such payments.

                 "Bank Indebtedness" means any and all amounts payable under or
in respect of the Credit Agreement, as amended (or refinanced or replaced) from
time to time, including principal, premium (if any), interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company or the Guarantor whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof.

                 "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board
of Directors.

                 "Business Day" shall mean any Monday, Tuesday, Wednesday,
Thursday, or Friday which is not a Legal Holiday.

                 "Capital Expenditure Indebtedness" means Indebtedness issued
to finance the purchase or construction of any assets acquired (other than from
an Affiliate) or constructed after the Issue Date (i) to the extent the
purchase or construction prices for such assets are or should be included in
"addition to property, plant or equipment" in accordance with GAAP, (ii) if the
acquisition or construction of such assets is not part of any acquisition of a
person or business unit and (iii) if such Indebtedness is issued within 360
days of the acquisition or completion of construction of such assets.

                 "Capitalized Lease Obligations" means an obligation that is
required to be classified and accounted for as a capitalized lease for
financial reporting purposes in accordance with GAAP; and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with GAAP; and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty.





                                      -2-
<PAGE>   10



                 "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible or
exchangeable into such equity.

                 "Certified Resolution" means a duly adopted resolution of the
Board of Directors in full force and effect at the time of determination and
certified as such by the Secretary or an Assistant Secretary of the Company.

                 "Change of Control" means the occurrence of any of the
following events:  (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than one or more Permitted Holders or an
underwriter engaged in a firm commitment underwriting in connection with a
public offering of the Voting Stock of the Company, is or becomes the
"beneficial owner" (as such term is used in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 35% of the total voting power of the
Voting Stock of the Company; (ii) during any period of two consecutive years
after the date of this Indenture, individuals who at the beginning of such
period constituted the Board of Directors (together with any new directors
whose election by the Board of Directors or whose nomination for election by
the stockholders of the Company was approved by a vote of 66 2/3% of the
directors of the Company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office, (iii) the Company consolidates or merges
with or into any other Person, other than a consolidation or merger (a) with a
Wholly Owned Subsidiary or a Permitted Holder or (b) pursuant to a transaction
in which the outstanding Voting Stock of the Company is changed into or
exchanged for cash, securities or other property with the effect that the
beneficial owners of the outstanding Voting Stock of the Company immediately
prior to such transaction beneficially own, directly or indirectly, more than
50% of the total voting power of the Voting Stock of the surviving corporation
immediately following such transaction, or (iv) the Company or any of its
Restricted Subsidiaries, directly or indirectly, sells, assigns, conveys,
transfers, leases, or otherwise disposes of, in one transaction or a series of
related transactions, all or substantially all of the property or assets of the
Company and its Restricted Subsidiaries to any Person or group of related
Persons (as such terms are used in Section 13(d) of the Exchange Act), other
than the Company, a Wholly Owned Subsidiary or a Permitted Holder.

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

                 "Company" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision contained herein and required by the TIA, each other
obligor on the indenture securities.

                 "Company Order" means a written order signed in the name of
the Company by its Chairman of the Board, its President or a Vice President,
and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.





                                      -3-
<PAGE>   11

                 "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of EBITDA for the period of the
most recent four consecutive fiscal quarters ending at least 45 days prior to
the date of such determination to (ii) Consolidated Interest Expense for such
four fiscal quarters; provided, however, that (a) if the Company or any
Restricted Subsidiary has Incurred any Indebtedness since the beginning of such
period that remains outstanding, or if the transaction giving rise to the need
to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness,
or both, Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Indebtedness as if such
Indebtedness had been Incurred on the first day of such period, and the
discharge of any other Indebtedness repaid, repurchased, defeased or otherwise
discharged with the proceeds of such new Indebtedness as if such discharge had
occurred on the first day of such period; (b) if, since the beginning of such
period, the Company or any Restricted Subsidiary shall have made any Asset
Disposition, or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Asset Disposition, or both, the EBITDA for
such period shall be reduced by an amount equal to the EBITDA (if positive)
directly attributable to the assets which are the subject of such Asset
Disposition for such period, or increased by an amount equal to the EBITDA (if
negative) directly attributable thereto for such period, as if such Asset
Disposition had occurred on the first day of such period, and Consolidated
Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the
Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise
discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period as if
such Asset Disposition had occurred on the first day of such period (or, if the
Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest
Expense for such period as if such Asset Disposition had occurred on the first
day of such period directly attributable to the Indebtedness of such Restricted
Subsidiary to the extent the Company and its continuing Restricted Subsidiaries
are no longer liable for such Indebtedness after such sale); (c) if, since the
beginning of such period the Company or any Restricted Subsidiary (by merger or
otherwise) shall have made an Investment in any Restricted Subsidiary (or any
Person which becomes a Restricted Subsidiary), or an acquisition of assets
(including any acquisition of assets occurring in connection with a transaction
causing a calculation to be made hereunder) which constitutes all or
substantially all of an operating unit of a business, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma
effect thereto (including the Incurrence of any Indebtedness) as if such
Investment or acquisition occurred on the first day of such period; and (d) if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Asset
Disposition or any Investment that would have required an adjustment pursuant
to clause (b) or (c) above if made by the Company or a Restricted Subsidiary
during such period, EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving pro forma effect thereto as if such Asset
Disposition or Investment occurred on the first day of such period.  For
purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the pro forma calculations of the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred in connection therewith shall be
determined in good faith by a responsible financial or accounting officer of
the Company and as further contemplated by the definition of pro forma.  If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for
the entire





                                      -4-
<PAGE>   12



period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months).

                 "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its consolidated Subsidiaries, plus,
to the extent not included in such interest expense, (i) interest expense
attributable to Capitalized Lease Obligations, (ii) amortization of debt
discount and debt issuance cost, (iii) capitalized interest, (iv) non-cash
interest expense, (v) accrued interest, (vi) commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing, (vii) to the extent any Indebtedness of any Person is guaranteed by
the Company or any Subsidiary, the aggregate amount of interest paid or accrued
by such other Person during such period attributable to such Indebtedness,
(viii) net costs associated with Interest Rate Agreements and Currency Exchange
Agreements (including, in each case, amortization of fees), (ix) the interest
portion of any deferred obligation, (x) Preferred Stock dividends in respect of
all Preferred Stock of the Company and its Subsidiaries and Redeemable Stock of
the Company held by Persons other than the Company or a Wholly Owned
Subsidiary, (xi) fees payable in connection with financings to the extent not
included in (ii) above, including commitment, availability and similar fees and
(xii) the cash contributions to any employee stock ownership plan or similar
trust to the extent such contributions are used by such plan or trust to pay
interest or fees to any Person (other than the Company) in connection with
Indebtedness Incurred by such plan or trust; provided, however, that there
shall be excluded therefrom any such interest expense of any Unrestricted
Subsidiary to the extent the related Indebtedness is not Guaranteed or paid by
the Company or any Restricted Subsidiary.

                 "Consolidated Net Income" means, for any period, the net
income (loss) of the Company and its Subsidiaries; provided, however, that
there shall not be included in such Consolidated Net Income (i) any net income
(loss) of any Person if such Person is not a Restricted Subsidiary, except that
(a) subject to the limitations contained in clause (iv) below, the Company's
equity in the net income of any such Person for such period shall be included
in such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to the Company or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution to a Restricted Subsidiary, to the limitations
contained in clause (iii) below) and (b) the Company's equity in a net loss of
any such Person (other than an Unrestricted Subsidiary) for such period shall
be included in determining such Consolidated Net Income, (ii) any net income
(loss) of any Person acquired by the Company or a Subsidiary in a pooling of
interests transaction for any period prior to the date of such acquisition,
(iii) any net income (loss) of any Restricted Subsidiary if such Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or
the making of distributions by such Restricted Subsidiary, directly or
indirectly, to the Company, except that (a) subject to the limitations
contained in clause (iv) below, the Company's equity in the net income of any
such Restricted Subsidiary for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash that could have been
distributed by such Restricted Subsidiary during such period to the Company or
another Restricted Subsidiary as a dividend (subject, in the case of a dividend
to another Restricted Subsidiary, to the limitation contained in this clause)
and (b) the Company's equity in a net loss of any such Restricted Subsidiary
for such period shall be included in determining such Consolidated Net Income,
(iv) any gain (but not loss) realized upon the sale or other disposition of any
property, plant or equipment of the Company or its consolidated Subsidiaries
(including pursuant to any Sale/Leaseback Transaction) which is not sold or
otherwise disposed of in the ordinary course of business





                                      -5-
<PAGE>   13

and any gain (but not loss) realized upon the sale or other disposition of any
Capital Stock of any Person, (v) any extraordinary gain or loss and (vi) the
cumulative effect of a change in accounting principles.

                 Notwithstanding the provisions of clause (iii) in the
preceding paragraph, in the event that Consolidated Net Income is being
calculated with respect to the Company or any Surviving Entity (a) for purposes
of determining whether the Company or any Surviving Entity could Incur at least
$1.00 of additional Indebtedness pursuant to clause (i) of the definition of
Permitted Indebtedness for purposes of (i) clause (2) of Section 4.04 hereof,
(ii) clause (c) of Section 5.01(i) hereof or (iii) the definition of
"Unrestricted Subsidiary" or (b) pursuant to clause (3)(A) of Section 4.04
hereof, restrictions on the payment of dividends or the making of distributions
to the Company by United States Can Company referred to in clause (a)(3) of
Section 4.05(ii) shall be disregarded.

                 Notwithstanding the provisions of clause (iii) in the first
paragraph of this definition, in the event that Consolidated Net Income is
being calculated with respect to the Company for purposes of determining
whether the Incurrence of Indebtedness proposed to be Incurred is permissible
under clause (i) of the definition of Permitted Indebtedness, then (i) if such
proposed Indebtedness is proposed to be Incurred by United States Can Company
or any Subsidiary thereof that is a Restricted Subsidiary, restrictions on the
payment of dividends or the making of distributions to the Company by United
States Can Company referred to in clause (a)(3) of Section 4.05(ii) shall be
disregarded and (ii) if such proposed Indebtedness is proposed to be Incurred
by the Company or any Subsidiary of the Company (other than United States Can
Company and its Subsidiaries) that is a Restricted Subsidiary, restrictions on
the payment of dividends or the making of distributions to the Company by
United States Can Company referred to in clause (a)(3) of Section 4.05(ii)
shall be disregarded, provided that the lenders pursuant to the Credit
Agreement modify the Credit Agreement to allow for the payment of dividends or
the making of distributions to the Company in amounts sufficient to pay the
scheduled principal and interest payments on such proposed Indebtedness when
due and payable or, in the case of a proposed Incurrence of Indebtedness by a
Subsidiary, in an amount sufficient to fund capital contributions or other
Investments to or in such Subsidiary in amounts sufficient to pay the scheduled
principal and interest payments on such proposed Indebtedness when due and
payable so long as there does not exist an event which after notice or passage
of time or both would permit the lenders under the Credit Agreement to declare
all amounts thereunder due and payable.

                 "Credit Agreement" means that certain Credit Agreement, dated
April 29, 1994, as amended, among the Guarantor and the syndicate of banks
named therein, including the $97 million acquisition facility, and any
extensions, revisions, refinancings or replacements thereof by a bank or a
syndicate of banks.

                 "Currency Exchange Agreement" means any foreign currency swap
agreement or other agreement pursuant to which the Company or any of its
Subsidiaries hedge their exposure to foreign currency exchange rates in
connection with their business operations.

                 "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.





                                      -6-
<PAGE>   14



                 "Designated Senior Indebtedness" means any Senior Indebtedness
which, at the date of determination, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $25 million, is specifically
designated by the Company in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture
and has been designated as "Designated Senior Indebtedness" for purposes of
this Indenture in an Officers' Certificate received by the Trustee.

                 "Designated Senior Indebtedness of Subsidiary Guarantors"
means (i) with respect to the Guarantor, the Bank Indebtedness and (ii) any
other Senior Indebtedness of Subsidiary Guarantors which, at the date of
determination, has an aggregate principal amount outstanding of, or under
which, at the date of determination, the holders thereof are committed to lend
up to, at least $25 million, is specifically designated by such Subsidiary
Guarantor in the instrument evidencing or governing such Senior Indebtedness of
Subsidiary Guarantors as "Designated Senior Indebtedness of Subsidiary
Guarantors" for purposes of this Indenture and has been designated as
"Designated Senior Indebtedness of Subsidiary Guarantors" for purposes of this
Indenture in an Officers' Certificate received by the Trustee.

                 "Disinterested Director" means a director of the Company other
than a director (i) who is an employee of the Company or a Subsidiary of the
Company or (ii) who is a party, or who is a director, officer, employee or
Affiliate (or is related by blood or marriage to any such person) of a party,
to the transaction in question, and who is, in fact, independent in respect of
such transaction.

                 "Disqualified Stock" of a Person means Redeemable Stock of
such Person as to which the maturity, mandatory redemption, conversion or
exchange or redemption at the option of the holder thereof occurs, or may
occur, on or prior to the first anniversary of the Stated Maturity of the
Securities.

                 "Domestic Restricted Subsidiary" means any Restricted
Subsidiary of the Company other than a Foreign Restricted Subsidiary.

                 "EBITDA" means, for any Person for any period, the sum for
such Person for such period of Consolidated Net Income plus, to the extent
reflected in the income statement of such Person for such period from which
Consolidated Net Income is determined, without duplication, (i) Consolidated
Interest Expense, (ii) provision for plant closing, (iii) income tax expense,
(iv) depreciation expense, (v) amortization expense, and (vi) any charge
related to any premium or penalty paid in connection with redeeming or retiring
any Indebtedness prior to its Stated Maturity.

                 "Escrow Account" has the meaning given in the Escrow
Agreement.

                 "Escrow Agreement" means that certain Escrow Agreement dated
as of October 17, 1996 by and among the Company, The First National Bank of
Chicago, as escrow agent (the "Escrow Agent") and the Trustee, substantially in
the form of Exhibit C hereto.

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





                                      -7-
<PAGE>   15

                 "Fair Market Value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length free market
transaction, for cash, between a willing seller and a willing buyer, neither of
whom is under undue pressure or compulsion to complete the transaction.  Fair
Market Value shall be determined, except as otherwise provided, (i) if such
property or asset has a Fair Market Value of less than $3.0 million, by any
Officer of the Company or (ii) if such property or asset has a Fair Market
Value in excess of $3.0 million, by a majority of the Board of Directors and
evidenced by a Certified Resolution, dated within 30 days of the relevant
transaction.

                 "Foreign Restricted Subsidiary" means any Restricted
Subsidiary of the Company which is not organized under the laws of the United
States of America or any state thereof or the District of Columbia.

                 "Foreign Significant Subsidiary" means any foreign Restricted
Subsidiary of the Company meeting the standards specified in Rule 1-02(w) of
the Regulation S-X promulgated by the SEC as in effect on the Issue Date.

                 "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date, including those set
forth in (i) the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board and (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession.  All ratios and computations based on GAAP contained in
this Indenture shall be computed in conformity with GAAP consistently applied.

                 "Guaranty" means any obligation, contingent or otherwise, of
any Person, directly or indirectly, guaranteeing any Indebtedness or other
obligation of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or other
obligation of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided, however, that the term "Guaranty" shall not
include endorsements for collection or deposit in the ordinary course of
business.  The term "Guaranty" used as a verb has a corresponding meaning.

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

                 "Incur" means issue, assume, Guaranty, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be incurred
by such Subsidiary at the time it becomes a Subsidiary.  The terms "Incurred",
"Incurrence" and "Incurring" shall each have a correlative meaning.

                 "Indebtedness" means, with respect to any Person on any date
of determination (without duplication),





                                      -8-
<PAGE>   16



                 (i)      the principal of and premium (if any) in respect of
         indebtedness of such Person for borrowed money;

                (ii)      the principal of and premium (if any) in respect of
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments;

               (iii)      all Capitalized Lease Obligations and Attributable
         Indebtedness of such Person;

                (iv)      all obligations of such Person to pay the deferred
         and unpaid purchase price of property or services (except Trade
         Payables), which purchase price is due more than six months after the
         date of placing such property in service or taking delivery and title
         thereto or the completion of such services;

                 (v)      all obligations of such Person in respect of letters
         of credit, banker's acceptances or other similar instruments or credit
         transactions (including reimbursement obligations with respect
         thereto), other than obligations with respect to letters of credit
         securing obligations (other than obligations described in clauses (i)
         through (iv) above) entered into in the ordinary course of business of
         such Person to the extent such letters of credit are not drawn upon,
         or, if and to the extent drawn upon, such drawing is reimbursed no
         later than the third Business Day following receipt by such Person of
         a demand for reimbursement following payment on the letter of credit;

                (vi)      the amount of all obligations of such Person with
         respect to the redemption, repayment or other repurchase of any
         Disqualified Stock or, with respect to any Subsidiary, any Preferred
         Stock (but excluding, in each case, any accrued dividends);

               (vii)      all Indebtedness of other Persons secured by a Lien
         on any asset of such Person, whether or not such Indebtedness is
         assumed by such Person; provided, however, that the amount of such
         Indebtedness shall be the lesser of (a) the fair market value of such
         asset at such date of determination and (b) the amount of such
         Indebtedness of such other Persons;

              (viii)      all Indebtedness of other Persons to the extent
         Guaranteed by such Person; and

                (ix)      to the extent not otherwise included in this
         definition, obligations in respect of Interest Rate Agreements and
         Currency Exchange Agreements.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and
the maximum liability, upon the occurrence of the contingency giving rise to
the obligation, of any contingent obligations at such date.

                 "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this





                                      -9-
<PAGE>   17

instrument and any such supplemental indenture, the provisions of the TIA that
are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively.

                 "Interest Rate Agreement" means, in respect of a Person, any
interest rate swap agreement, interest rate option agreement, interest rate cap
agreement, interest rate collar agreement, interest rate floor agreement or
other similar agreement or arrangement.

                 "Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of such
Person) or other extension of credit (including by way of Guaranty or similar
arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by such Person.  For purposes
of the definition of "Unrestricted Subsidiary" and the limitations set forth in
Section 4.04, (i) "Investment" shall include the portion (proportionate to the
Company's equity interest in such Subsidiary) of the Fair Market Value of the
net assets of any Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that, upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary in an amount (if positive) equal to (a) the Company's "Investment"
in such Subsidiary at the time of such redesignation less (b) the portion
(proportionate to the Company's equity interest in such Subsidiary) of the Fair
Market Value of the net assets of such Subsidiary at the time that such
Subsidiary is so redesignated a Restricted Subsidiary; and (ii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its Fair
Market Value at the time of such transfer.  In determining the amount of any
Investment in respect of any property or assets other than cash, such property
or asset shall be valued at its Fair Market Value at the time of such
Investment (unless otherwise specified in this definition), as determined in
good faith by the Board of Directors, whose determination shall be evidenced by
a Certified Resolution.

                 "Issue Date" means the date on which the Initial Notes are 
originally issued.

                 "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or
other title retention agreement or lease in the nature thereof) or any
Sale/Leaseback Transaction.

                 "Net Available Cash" from an Asset Disposition means cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received
in the form of assumption by the acquiring person of Indebtedness or other
obligations relating to such properties or assets or received in any other
noncash form) therefrom, in each case, net of (i) all legal, title and
recording tax expenses, commissions and other fees and expenses incurred, and
all federal, state, provincial, foreign and local taxes required to be paid or
accrued as a liability under GAAP, as a consequence of such Asset Disposition,
(ii) all payments made on any Indebtedness which is secured by any assets
subject to such Asset Disposition, in accordance with the terms of any Lien
upon such assets, or which must by its terms, or in order to obtain a necessary
consent to such Asset Disposition, or by applicable law, be repaid out of the
proceeds from such





                                      -10-
<PAGE>   18



Asset Disposition, (iii) all distributions and other payments required to be
made to minority interest holders in Subsidiaries or joint ventures as a result
of such Asset Disposition and (iv) the deduction of appropriate amounts to be
provided by the seller as a reserve, in accordance with GAAP, against any
liabilities associated with the assets disposed of in such Asset Disposition
and retained by the Company or any Restricted Subsidiary after such Asset
Disposition.

                 "Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

                 "Officer" means the Chairman of the Board, President,
Executive Vice President--Operations, Chief Financial Officer, Treasurer or
Controller of the Company.

                 "Officers' Certificate" means a certificate signed by two
Officers at least one of whom shall be the principal executive officer,
principal accounting officer or principal financial officer of the Company.

                 "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee.  The counsel may be outside counsel
to the Company or an employee of or outside counsel to the Trustee.

                 "pari passu", as applied to the ranking of any Indebtedness of
a Person in relation to other Indebtedness of such Person, means that each such
Indebtedness either (i) is not subordinate in right of payment to any
Indebtedness or (ii) is subordinate in right of payment to the same
Indebtedness as is the other, and is so subordinate to the same extent, and is
not subordinate in right of payment to each other or to any Indebtedness as to
which the other is not so subordinate.

                 "Permitted Holder" means each of William J. Smith, Ricardo
Poma, Carl Ferenbach and Francisco A. Soler, or any Person of which the
foregoing "beneficially owns" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act) voting securities representing at least 75% of the total voting
power of all classes of Capital Stock of such Person (exclusive of any matters
as to which class voting rights exist).

                 "Permitted Indebtedness" is defined to include:  (i)
Indebtedness Incurred if, after giving pro forma effect to the Incurrence and
application of the proceeds thereof, the Consolidated Coverage Ratio exceeds
2.0 to 1.0, if such determination is being made prior to the third anniversary
of the Issue Date, or 2.5 to 1.0, if such determination is being made
thereafter; (ii) Indebtedness Incurred pursuant to the Credit Agreement in an
amount outstanding at any time not to exceed $130 million; (iii) Capital
Expenditure Indebtedness Incurred in an aggregate principal amount not to
exceed $15 million in any fiscal year of the Company; (iv) Indebtedness under
Interest Rate Agreements and Currency Exchange Agreements entered into for the
purpose of limiting interest rate or foreign exchange risk, as the case may be,
provided that the obligations under such agreements are related to payment
obligations on Permitted Indebtedness; (v) Indebtedness of the Company to any
Restricted Subsidiary or of any Restricted Subsidiary to the Company or any 
other Restricted  





                                      -11-
<PAGE>   19

Subsidiary (but only so long as such Indebtedness is held by the Company or 
such Restricted Subsidiary); (vi) Indebtedness evidenced by the Securities and 
the Subsidiary Guaranties; (vii) Indebtedness outstanding immediately after the 
issuance of the Securities and the application of the proceeds thereof (other 
than the 13 1/2% Notes); (viii) Indebtedness evidenced by the 13 1/2% Notes, 
but only to the extent outstanding on or prior to the latest date on which the 
Company may effect the Required Redemption in compliance with Section 4.16 
hereof (regardless of whether such Required Redemption is actually so 
effected); (ix) Indebtedness under reimbursement obligations in respect of 
letters of credit Incurred in the ordinary course of business or pursuant to 
self-insurance obligations; (x) Indebtedness Incurred by Foreign Restricted 
Subsidiaries with respect to such Subsidiaries' working capital requirements 
in an aggregate principal amount outstanding at any one time not to exceed $10 
million; (xi) Refinancing Indebtedness Incurred with respect to Indebtedness 
referred to in clauses (i), (iii), (vi), and (vii) of this paragraph; and 
(xii) Indebtedness not otherwise permitted to be Incurred pursuant to Section 
4.03 in an aggregate principal amount not to exceed at any one time outstanding 
$15 million.

                 "Permitted Investment" means an Investment by the Company or
any Restricted Subsidiary in (i) a Restricted Subsidiary or a Person which
will, upon the making of such Investment, become a Restricted Subsidiary;
provided, however, that the primary business of such Restricted Subsidiary is a
Related Business; (ii) another Person if as a result of such Investment such
other Person is merged or consolidated with or into, or transfers or conveys
all or substantially all its assets to, the Company or a Restricted Subsidiary;
provided, however, that such Person's primary business is a Related Business;
(iii) Temporary Cash Investments; (iv) receivables owing to the Company or any
Restricted Subsidiary, if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms;
provided, however, that such trade terms may include such concessionary trade
terms as the Company or any such Restricted Subsidiary deems reasonable under
the circumstances; (v) payroll, travel and similar advances to cover matters
that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of
business; (vi) loans or advances to employees made in the ordinary course of
business consistent with past practices of the Company or such Restricted
Subsidiary, as the case may be, not to exceed $1 million per employee and $3
million in the aggregate; and (vii) stock, obligations or securities received
in settlement of debts created in the ordinary course of business and owing to
the Company or any Restricted Subsidiary or in satisfaction of judgments.

                 "Permitted Liens" means, with respect to any Person, (i)
pledges or deposits by such Person under workmen's compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person
is a party, or deposits as security for contested taxes or import duties or for
the payment of rent, in each case, Incurred in the ordinary course of business;
(ii) Liens imposed by law, such as carriers', warehousemen's and mechanics'
Liens, in each case, for sums not yet due or being contested in good faith by
appropriate proceedings, or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then be prosecuting
an appeal or other proceedings for review; (iii) Liens for property taxes not
yet due or payable or subject to penalties for non-payment and which are being
contested in good faith by





                                      -12-
<PAGE>   20



appropriate proceedings; (iv) Liens in favor of issuers of surety bonds or
letters of credit issued pursuant to the request of and for the account of such
Person in the ordinary course of its business; (v) minor survey exceptions,
minor encumbrances, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines
and other similar purposes, or zoning or other restrictions as to the use of
real property or Liens incidental to the conduct of the business of such Person
or to the ownership of its properties which were not Incurred in connection
with Indebtedness and which do not in the aggregate materially adversely affect
the value of said properties or materially impair their use in the operation of
the business of such Person; (vi) Liens existing on the Issue Date; (vii) Liens
on property or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however, that any such Lien may not extend to any other
property owned by the Company or any Restricted Subsidiary; provided further,
that such Liens are not Incurred in anticipation of or in connection with the
transaction or series of related transactions pursuant to which such Person
became a Subsidiary; and (viii) Liens on property at the time the Company or a
Subsidiary acquired the property, including any acquisition by means of a
merger or consolidation with or into the Company or any Restricted Subsidiary;
provided, however, that any such Lien may not extend to any other property
owned by the Company or any Restricted Subsidiary; provided further, that such
Liens are not Incurred in anticipation of or in connection with the acquisition
of such property; (ix) Liens to secure any refinancing, refunding, extension,
renewal or replacement (or successive refinancings, refundings, extensions,
renewals or replacements) as a whole, or in part, of any Indebtedness secured
by any Lien referred to in the foregoing clauses (vi), (vii) and (viii);
provided, however, that (a) such new Lien shall be limited to all or part of
the same property that secured the original Lien (plus improvements on such
property) and (b) the Indebtedness secured by such Lien at such time is not
increased to any amount greater than the sum of (1) the outstanding principal
amount or, if greater, committed amount of the Indebtedness described under
clauses (vi), (vii) and (viii) at the time the original Lien became a Permitted
Lien under this Indenture and (2) an amount necessary to pay any fees and
expenses, including premiums, related to such refinancing, refunding,
extension, renewal or replacement.

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

                 "Preferred Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

                 "principal" of a Security means the principal of the Security
plus the premium, if any, payable on the Security which is due or overdue or is
to become due at the relevant time.

                 "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms hereof, a calculation in accordance
with Article 11 of Regulation S-X promulgated under the Securities Act (to the
extent applicable), as interpreted in good faith by the Board of Directors
after consultation with the independent certified public accountants of the
Company, or otherwise a calculation made in good faith by the Board of





                                      -13-
<PAGE>   21

Directors after consultation with the independent certified public accountants
of the Company, as the case may be.

                 "Redeemable Stock" means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable) or upon the happening of any
event (i) matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness
or Disqualified Stock, or (iii) is redeemable at the option of the holder
thereof, in whole or in part.

                 "Refinancing Indebtedness" means Indebtedness that refunds,
refinances, replaces, renews, repays or extends (including pursuant to any
defeasance or discharge mechanism) (collectively, "refinances," and
"refinanced" shall have a correlative meaning) any Indebtedness existing on the
date of this Indenture or Incurred in compliance with this Indenture (including
Indebtedness of the Company that refinances Indebtedness of any Restricted
Subsidiary and Indebtedness of any Restricted Subsidiary that refinances
Indebtedness of another Restricted Subsidiary) including Indebtedness that
refinances Refinancing Indebtedness; provided, however, that (i) the
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being refinanced, (ii) the Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being refinanced, (iii) such Refinancing Indebtedness is Incurred in an
aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) that is equal to or less than the aggregate principal
amount (or if issued with original issue discount, the aggregate accredit
value) then outstanding of the Indebtedness being refinanced and (iv) if the
Indebtedness of the Company or a Restricted Subsidiary being refinanced is
subordinated to other Indebtedness of the Company or a Restricted Subsidiary in
any respect, such Refinancing Indebtedness is subordinated at least to the same
extent; provided further, however, that Refinancing Indebtedness shall not
include (a) Indebtedness of a Subsidiary that refinances Indebtedness of the
Company or (b) Indebtedness of the Company or a Restricted Subsidiary that
refinances Indebtedness of an Unrestricted Subsidiary.

                 "Related Business" means any business related, or
complementary (as determined in good faith by the Board of Directors), to the
business of the Company and the Restricted Subsidiaries on the Issue Date.

                 "Representative" means the trustee, agent or representative
(if any) for an issue of Senior Indebtedness.

                 "Required Redemption" means the redemption of the entire
principal amount outstanding of the 13 1/2% Notes in accordance with the
provision of this Indenture and the indenture governing the 13 1/2% Notes.

                 "Restricted Subsidiary" means (i) United States Can Company,
(ii) U.S.C. Europe N.V., (iii) Thuvine Duiven B.V., (iv) U.S.C.  Holding U.K.
Ltd., (v) U.K. Can Ltd., (vi) U.S.C. Europe U.K. Ltd., (vii) U.S.C. Europe
Italia, S.r.l., (viii) U.S.C. France Holding, S.A.S., (ix) CarnaudMetalbox
Aerosols S.A. (to be known as U.S.C. Aerosols France, S.A.S.), (x) Can
Beteilungs GmbH, (xi) Can Verwaltungs GmbH, (xii) U.S.C. Aerosoldosen
Deutschland GmbH & Co. KG, (xiii) U.S. Can Espana Holding SCpA, (xiv)





                                      -14-
<PAGE>   22



CMB Aerosoles S.A. (to be known as U.S.C. Europe Espana SCpA, (xv) any other
Subsidiary of the Company that is not designated by the Board of Directors to
be an Unrestricted Subsidiary and (xvi) an Unrestricted Subsidiary which is
redesignated as a Restricted Subsidiary as permitted pursuant to the definition
of "Unrestricted Subsidiary."

                 "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such property to a Person and the Company or a Restricted
Subsidiary leases it from such Person.

                 "SEC" means the Securities and Exchange Commission.

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

                 "Senior Indebtedness" means all Indebtedness of the Company
including interest thereon, whether outstanding on the date of this Indenture
or thereafter issued, unless in the instrument creating or evidencing the same,
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Securities; provided,
however, that Senior Indebtedness shall not include (i) any obligation of the
Company to any Subsidiary, (ii) any liability for federal, state, local or
other taxes owed or owing by the Company, (iii) any accounts payable or other
liability to trade creditors arising in the ordinary course of business
(including Guaranties thereof or instruments evidencing such liabilities), (iv)
any Indebtedness, Guaranty or obligation of the Company which is subordinate or
junior in any respect to any other Indebtedness, Guaranty or obligation of the
Company, including any Senior Subordinated Indebtedness and any Subordinated
Obligations, (v) any Capital Stock or (vi) any Indebtedness Incurred in
violation of this Indenture.

                 "Senior Indebtedness of Subsidiary Guarantors" means (i) with
respect to the Guarantor, the Bank Indebtedness and (ii) all other Indebtedness
of the Subsidiary Guarantors including interest thereon, whether outstanding on
the date of this Indenture or thereafter issued, unless in the instrument
creating or evidencing the same or pursuant to which the same is outstanding it
is provided that such obligations are not superior in right of payment to the
Subsidiary Guaranties, provided, however, that Senior Indebtedness of
Subsidiary Guarantors shall not include (a) any obligation of any Subsidiary
Guarantor to any Subsidiary, (b) any liability for federal, state, local or
other taxes owed or owing by any Subsidiary Guarantor, (c) any accounts payable
or other liability to trade creditors arising in the ordinary course of
business (including Guaranties thereof or instruments evidencing such
liabilities), (d) any Indebtedness, Guaranty or obligation of any Subsidiary
Guarantor which is subordinate or junior in any respect to any other
Indebtedness, Guaranty or obligation of such Subsidiary Guarantor, including
Senior Subordinated Indebtedness of Subsidiary Guarantors and any Subordinated
Obligations, (e) any obligations with respect to any Capital Stock or (f) any
Indebtedness Incurred in violation of this Indenture.

                 "Senior Subordinated Indebtedness" means the Securities and
any other Indebtedness of the Company that specifically provides that such
Indebtedness is to rank pari passu with the Securities and is not subordinated
by its terms to any Indebtedness or other obligation of the Company which is
not Senior Indebtedness.





                                      -15-
<PAGE>   23

                 "Senior Subordinated Indebtedness of Subsidiary Guarantors"
means (i) with respect to the Guarantor, the 13 1/2% Notes, (ii) the Subsidiary
Guaranties and (iii) any other Indebtedness of any Subsidiary Guarantor that
specifically provides that such Indebtedness is to rank pari passu with the
Subsidiary Guaranties and is not subordinated by its terms to any Indebtedness
or other obligation of such Subsidiary Guarantor which is not Senior
Indebtedness of Subsidiary Guarantors.

                 "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such
contingency has occurred).

                 "Subordinated Obligation" means (i) any Indebtedness of the
Company (whether outstanding on the date of this Indenture or thereafter
Incurred) which is subordinate or junior in right of payment to the Securities
or (ii) any Indebtedness of the Subsidiary Guarantors (whether outstanding on
the date of this Indenture or thereafter Incurred) which is subordinate or
junior in right of payment to the Subsidiary Guaranties.

                 "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which at least 50% of the total voting power of the Voting Stock is held by
such first-named Person or any of its Subsidiaries and such first-named Person
or any of its Subsidiaries has the power to direct the management, policies and
affairs thereof; or (ii) in the case of a partnership, joint venture,
association, or other business entity, with respect to which such first-named
Person or any of its Subsidiaries has the power to direct or cause the
direction of the management and policies of such entity by contract or
otherwise if in accordance with GAAP such entity is consolidated with the
first-named Person for financial statement purposes.

                 "Subsidiary Guarantors" means (i) the Guarantor and (ii) each
Domestic Restricted Subsidiary that in the future executes a supplemental
indenture in which such Subsidiary agrees to be bound by the terms of this
Indenture as a Subsidiary Guarantor, provided that any Person constituting a
Subsidiary Guarantor as described above shall cease to constitute a Subsidiary
Guarantor when its respective Subsidiary Guaranty is released in accordance
with the terms of this Indenture.

                 "Temporary Cash Investments" means any of the following:  (i)
investments in U.S. Government Obligations maturing within 90 days of the date
of acquisition thereof, (ii) investments in time deposit accounts, certificates
of deposit and money market deposits maturing within 90 days of the date of
acquisition thereof, issued by a bank or trust company which is organized under
the laws of the United States of America or any state thereof having capital,
surplus and undivided profits aggregating in excess of $500,000,000 and whose
long-term debt is rated "A-3" or A- or higher according to Moody's Investors
Service, Inc. or Standard and Poor's Corporation (or such similar equivalent
rating by at least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act)), (iii) repurchase
obligations with a term of not more than 7 days for underlying securities of
the types described in clause (i) above entered into with a bank meeting the
qualifications described in clause (ii) above, and (iv) investments in
commercial





                                      -16-
<PAGE>   24



paper, maturing not more than 90 days after the date of acquisition, issued by
a corporation (other than an Affiliate of the Company) organized and in
existence under the laws of the United States of America with a rating at the
time as of which any investment therein is made of "P-1" (or higher) according
to Moody's Investors Service, Inc. or "A-1" (or higher) according to Standard
and Poor's Corporation.

                 "13 1/2% Notes" means the $100 million principal amount of 13
1/2% Senior Subordinated Notes due 2002 of the Guarantor.

                 "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Section
Section 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that, in the event the Trust Indenture Act of 1939 is amended after
such date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939, as may be amended from time to time.

                 "Trade Payables" means, with respect to any Person, any
accounts payable or any indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person arising in the ordinary course of
business of such Person in connection with the acquisition of goods or
services.

                 "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 the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the
Trustee to administer its corporate trust matters.

                 "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                 "Unrestricted Subsidiary" means (i) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below and (ii) any
Subsidiary of an Unrestricted Subsidiary.  The Board of Directors may designate
any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary (i) owns any Capital Stock or Indebtedness of, or owns or holds any
Lien on any property of, the Company or any other Subsidiary of the Company
that is not a Subsidiary of the Subsidiary to be so designated or (ii) is
obligated under any Indebtedness or other obligation that, if in default, would
result (with the passage of time or the giving of notice or otherwise) in a
default on any Indebtedness of the Company or of any Restricted Subsidiary);
provided, however, that either (a) the Subsidiary to be so designated has total
assets of $1,000 or less or (b) if such Subsidiary has assets greater than
$1,000, then such designation would be permitted under Section 4.04 as a
Restricted Payment.  Unless so designated as an Unrestricted Subsidiary, any
Person that becomes a Subsidiary of the Company or of any Restricted Subsidiary
shall be classified as a Restricted Subsidiary.  Notwithstanding the foregoing
sentence, the Board of Directors may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided, however, that immediately after giving
pro forma effect to such designation (1) the Company could Incur $1.00





                                      -17-
<PAGE>   25

of additional Indebtedness pursuant to clause (i) of the definition of
"Permitted Indebtedness" and (2) no Default shall have occurred and be
continuing.  Any such designation by the Board of Directors shall be evidenced
to the Trustee by promptly filing with the Trustee a copy of the Certified
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complies with the foregoing provisions.

                 "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

                 "Voting Stock" of a corporation means all classes of Capital
Stock of such corporation then outstanding and normally entitled to vote in the
election of directors.

                 "Wholly Owned Subsidiary" means a Restricted Subsidiary of the
Company all the Capital Stock of which (other than directors' qualifying
shares) is owned by the Company or another Wholly Owned Subsidiary.





                                      -18-
<PAGE>   26



                 SECTION 1.02.  Other Definitions.

<TABLE>
<CAPTION>
                                                                                     DEFINED IN
         TERM                                                                         SECTION
         ----                                                                       -----------               
<S>                                                                                    <C>
"Bankruptcy Law"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             6.01
"Blockage Notice" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            10.03
"covenant defeasance option"  . . . . . . . . . . . . . . . . . . . . . . . .             8.01
"Custodian" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             6.01
"Escrow Funds"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.15
"Event of Default"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             6.01
"Excess Proceeds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"Exchange Notes"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          Recital
"incorporated provision"  . . . . . . . . . . . . . . . . . . . . . . . . . .            12.01
"Initial Notes" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          Recital
"legal defeasance option" . . . . . . . . . . . . . . . . . . . . . . . . . .             8.01
"Legal Holiday" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            12.08
"Offer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"Offer Date"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"Offer Period"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"Offered Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"Pari Passu Debt Amount"  . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"Pari Passu Offer"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"pay the Securities"  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            10.03
"Paying Agent"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             2.03
"Payment Blockage Period" . . . . . . . . . . . . . . . . . . . . . . . . . .            10.03
"Purchase Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"Redemption Account"  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.16
"Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             2.03
"Reports" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"Restricted Payment"  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.04
"Security Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.06
"Subsidiary Guaranties" . . . . . . . . . . . . . . . . . . . . . . . . . . .            11.01
"Subsidiary Guarantors Blockage Notice" . . . . . . . . . . . . . . . . . . .            11.05
"Subsidiary Guarantors Payment Blockage Period" . . . . . . . . . . . . . . .            11.05
"Surviving Entity"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             5.01
</TABLE>

                 SECTION 1.03.  Incorporation by Reference of Trust Indenture
Act.  This Indenture is subject to the mandatory provisions of the TIA which
are incorporated by reference in and made a part of this Indenture.  The
following TIA terms have the following meanings:

                 "Commission" means the SEC.

                 "indenture securities" means the Securities.

                 "indenture security holder" means a Holder.

                 "indenture to be qualified" means this Indenture.





                                      -19-
<PAGE>   27

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

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

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

                 SECTION 1.04.  Rules of Construction.  Unless the context
otherwise requires:

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

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

               (iii)      "or" is not exclusive;

                (iv)      "including" means including without limitation;

                 (v)      words in the singular include the plural and words in
         the plural include the singular;

                (vi)      unsecured Indebtedness shall not be deemed to be
         subordinate or junior to secured Indebtedness merely by virtue of its
         nature as unsecured Indebtedness;

               (vii)      the principal amount of any noninterest bearing or
         other discount security at any date shall be the principal amount
         thereof that would be shown on a balance sheet of the issuer dated
         such date prepared in accordance with GAAP and accretion of principal
         on such security shall be deemed to be the Incurrence of Indebtedness;
         and

              (viii)      the principal amount of any Preferred Stock shall be
         the greater of (i) the maximum liquidation value of such Preferred
         Stock, or (ii) the maximum mandatory redemption or mandatory
         repurchase price with respect to such Preferred Stock.


                                   ARTICLE 2

                                 THE SECURITIES

                 SECTION 2.01.  Form and Dating.  The Initial Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A which is hereby incorporated in and expressly made a part of this
Indenture.  The Exchange Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit B, which is hereby incorporated
in and expressly made a part of this Indenture.  The Securities may have
notations, legends or endorsements required by law, stock exchange rule, 
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend





                                      -20-
<PAGE>   28



or endorsement is in a form acceptable to the Company).  Each Security shall be
dated the date of its authentication.  The terms of the Securities set forth in
Exhibit A and Exhibit B are part of the terms of this Indenture.

                 SECTION 2.02.  Execution and Authentication.  Two Officers
shall sign the Securities for the Company by manual or facsimile signature.
The Company's seal shall be impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.

                 If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless.

                 A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities as provided in this Indenture and not otherwise.

                 The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities.  Unless limited by
the terms of such appointment, an authenticating agent may authenticate
Securities 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 any Registrar, Paying Agent or
agent for service of notices and demands.

                 SECTION 2.03.  Registrar and Paying Agent.  The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent").  The Registrar
shall keep a register of the Securities and of their transfer and exchange.
The Company may have one or more co-registrars and one or more additional
paying agents; provided, however, that so long as Harris Trust and Savings Bank
shall be the Trustee, without the consent of the Trustee, there shall be no
more than one Registrar or Paying Agent.  The term "Paying Agent" includes any
additional paying agent.

                 The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar not a party to this Indenture,
which shall incorporate the terms of the TIA.  The agreement shall implement
the provisions of this Indenture that relate to such agent.  The Company shall
notify the Trustee of the name and address of any such agent.  If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such
and shall be entitled to appropriate compensation therefor pursuant to Section
7.07.  The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer
agent.

                 The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Securities.





                                      -21-
<PAGE>   29

                 SECTION 2.04.  Paying Agent To Hold Money in Trust.  Prior to
each due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and
interest when so becoming due.  The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold
in trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal of or interest on the Securities and shall
notify the Trustee of any default by the Company in making any such payment.
If the Company or a Subsidiary acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund.  The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent.  Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

                 SECTION 2.05.  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 Holders.  If the Trustee is not the Registrar,
the Company shall furnish to the Trustee, in writing at least five Business
Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders.

                 SECTION 2.06.  Replacement Securities.  If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder
satisfies any other reasonable requirements of the Trustee.  If required by the
Trustee or the Company, such Holder shall furnish an indemnity bond sufficient
in the judgment of the Company and the Trustee to protect the Company, the
Trustee, the Paying Agent, the Registrar and any co-registrar from any loss
which any of them may suffer if a Security is replaced.  The Company and the
Trustee may charge the Holder for their expenses in replacing a Security.

                 Every replacement Security is an additional obligation of the
Company.

                 SECTION 2.07.  Outstanding Securities.  Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding.  A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

                 If a Security is replaced pursuant to Section 2.06, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser, in which
event the replacement Security shall cease to be outstanding, subject to the
provisions of Section 8-405 of the Uniform Commercial Code.

                 If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to the
Holders on that date pursuant to the terms of this Indenture, then on





                                      -22-
<PAGE>   30



and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

                 SECTION 2.08.  Temporary Securities.  Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities.  Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities.  Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities and deliver them in exchange for temporary
Securities.

                 SECTION 2.09.  Cancellation.  The Company at any time may
deliver Securities to the Trustee for cancellation.  The Registrar and the
Paying Agent shall forward to the Trustee any Securities surrendered to them
for registration of transfer, exchange or payment.  The Trustee and no one else
shall cancel and destroy (subject to the record retention requirements of the
Exchange Act) all Securities surrendered for registration of transfer,
exchange, payment or cancellation and deliver a certificate of such destruction
to the Company.  The Company may not issue new Securities to replace Securities
it has redeemed, paid or delivered to the Trustee for cancellation.

                 SECTION 2.10.  Defaulted Interest.  If the Company defaults in
a payment of interest on the Securities, the Company shall pay defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner.  The Company may pay the defaulted interest to the Persons who
are Holders on a subsequent special record date.  The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each Holder a
notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.

                 SECTION 2.11.  CUSIP Numbers.  The Company, in issuing the
Securities, 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, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

                                   ARTICLE 3

                                   REDEMPTION

                 SECTION 3.01.  Notices to Trustee.  If the Company elects to
redeem Securities pursuant to paragraph 6 of the Securities, it shall notify
the Trustee in writing of the redemption date, the principal amount of
Securities to be redeemed and the paragraph of the Securities pursuant to which
the redemption will occur.

                 The Company shall give each notice to the Trustee provided for
in this Section at least 45 days before the redemption date unless the Trustee
consents to a shorter period.  Such notice shall be accompanied by an Officers'
Certificate and an Opinion of





                                      -23-
<PAGE>   31

Counsel from the Company to the effect that such redemption will comply with
the conditions herein.

                 SECTION 3.02.  Selection of Securities To Be Redeemed.  If
fewer than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee considers fair and appropriate and in accordance with methods generally
used at the time of selection by fiduciaries in similar circumstances.  The
Trustee shall make the selection from outstanding Securities not previously
called for redemption.  The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than $1,000.  Securities
and portions of them the Trustee selects shall be in amounts of $1,000 or a
whole multiple of $1,000.  Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called
for redemption.  The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed.

                 SECTION 3.3.  Notice of Redemption.  At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed.

                 The notice shall identify the Securities to be redeemed and
shall state:

                 (i)      the redemption date;

                (ii)      the redemption price;

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

                (iv)      that Securities called for redemption must be
         surrendered to the Paying Agent to collect the redemption price;
 
                 (v)      if fewer than all the outstanding Securities are to
         be redeemed, the identification and principal amounts of the
         particular Securities to be redeemed;

                (vi)      that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on
         Securities (or portion thereof) called for redemption ceases to accrue
         on and after the redemption date; and

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

                 At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at the Company's expense.  In
such event, the Company shall provide the Trustee with the information required
by this Section at least 45 days before the redemption date.

                 SECTION 3.04.  Effect of Notice of Redemption.  Once notice of
redemption is mailed, Securities called for redemption become due and payable
on the redemption date and at the redemption price stated in the notice.  Upon
surrender to the Paying Agent,





                                      -24-
<PAGE>   32



such Securities shall be paid at the redemption price stated in the notice,
plus accrued interest to the redemption date.  Failure to give notice or any
defect in the notice to any Holder shall not affect the validity of the notice
to any other Holder.

                 SECTION 3.05.  Deposit of Redemption Price.  Prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of and accrued interest on all
Securities to be redeemed on that date other than Securities or portions of
Securities called for redemption which have been delivered by the Company to
the Trustee for cancellation.

                 SECTION 3.06.  Securities Redeemed in Part.  Upon surrender of
a Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security
surrendered.


                                   ARTICLE 4

                                   COVENANTS

                 SECTION 4.01.  Payment of Securities.  The Company shall
promptly pay the principal of and interest on the Securities on the dates and
in the manner provided in the Securities and in this Indenture due on such due
date.  Principal and interest shall be considered paid on the date due if on
such date the Trustee or the Paying Agent holds in accordance with this
Indenture money sufficient to pay all principal and interest then due and the
Trustee or the Paying Agent, as the case may be, is not prohibited from paying
such money to the Holders on that date pursuant to the terms of this Indenture.

                 The Company shall pay interest on overdue principal at the
rate specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                 SECTION 4.02.  SEC Reports.  The Company and the Guarantor
shall file with the Trustee and provide Holders at the Company's and the
Guarantor's expense, within 15 days after it files them with the SEC, copies of
their annual report and other reports which the Company and the Guarantor are
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act.  Notwithstanding that the Company may not be required to remain subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Company shall continue to file with the SEC and provide the Trustee and Holders
and prospective Holders (upon request) with the annual reports and other
reports which are specified in Sections 13 and 15(d) of the Exchange Act;
provided, however, that the Company and the Guarantor shall not be required to
file any report, document or other information with the SEC if the SEC does not
permit such filing.  The Company and the Guarantor also shall comply with the
other provisions of Section  314(a) of the TIA.

                 SECTION 4.03.  Limitation on Indebtedness.  The Company shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
Incur any Indebtedness, unless such Indebtedness is Permitted Indebtedness.





                                      -25-
<PAGE>   33

                 SECTION 4.04.  Limitation on Restricted Payments.  (i) The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly (a) declare or pay any dividend on, or make any distribution in
respect of, any Capital Stock of the Company, except for dividends or
distributions payable solely in Capital Stock of the Company (other than
Disqualified Stock); (b) purchase, redeem, retire or acquire for value any
Capital Stock of the Company or any Affiliate of the Company (other than a
Restricted Subsidiary); (c) purchase, repurchase, redeem, defease or acquire
for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment, any Subordinated Obligation (other than in anticipation
of satisfying a sinking fund obligation, principal installment or final
maturity, in each case, due within one year of the date of acquisition); or (d)
make any Investment (other than Permitted Investments) in any Person, (any such
dividend, distribution, purchase, redemption, repurchase, defeasance, other
acquisition, retirement or Investment being herein referred to as a "Restricted
Payment") if at the time of and after giving effect to the proposed Restricted
Payment:

                 (1)      any Default or Event of Default has occurred and is
         continuing;

                 (2)      the Company could not Incur at least $1.00 of
         additional Indebtedness pursuant to clause (i) of the definition of
         Permitted Indebtedness; or

                 (3)      the aggregate amount expended or declared for all
         Restricted Payments after the Issue Date exceeds (without duplication)
         the sum of:

                          (A)     50% of the Consolidated Net Income accrued
                 during the period (treated as one accounting period) from the
                 first day of the fiscal quarter in which the Issue Date occurs
                 to the end of the most recent fiscal quarter ending at least
                 45 days prior to the date of such Restricted Payment (or, in
                 case such Consolidated Net Income shall be a deficit, minus
                 100% of such deficit) and minus 100% of the amount of any
                 write-downs, write-offs, other negative revaluations and other
                 negative extraordinary charges not otherwise reflected in
                 Consolidated Net Income during such period;

                          (B)     100% of the aggregate Net Cash Proceeds
                 received by the Company from the issuance or sale of its
                 Capital Stock (other than Disqualified Stock) subsequent to
                 the Issue Date (other than an issuance or a sale to a
                 Subsidiary of the Company or an employee stock ownership plan
                 or trust);

                          (C)     the amount by which Indebtedness of the
                 Company or its Restricted Subsidiaries is reduced on the
                 Company's balance sheet upon the conversion or exchange (other
                 than by a Subsidiary) subsequent to the Issue Date, of any
                 Indebtedness of the Company or its Restricted  Subsidiaries
                 convertible or exchangeable for Capital Stock (other than
                 Disqualified Stock) of the Company;

                          (D)     an amount equal to the net reduction in
                 Investments resulting from dividends, repayments of loans or
                 advances or other transfers of assets (to the extent not
                 included in Consolidated Net Income), in each case, to the
                 Company or any Restricted Subsidiary, not to exceed the amount
                 of Investments previously made that were included as
                 Restricted Payments; and





                                      -26-
<PAGE>   34



                          (E)     $40 million.

                 (ii)  The provisions of Section 4.04(i) shall not prevent the
Company from:

                                  (a)  paying a dividend on its Capital Stock
                 within 60 days after the declaration thereof, if, on the
                 declaration date, the Company could have paid such dividend in
                 compliance with this Indenture;

                                  (b)  redeeming, repurchasing, defeasing,
                 acquiring or retiring for value Subordinated Obligations from
                 proceeds of Refinancing Indebtedness permitted by clause (xi)
                 of the definition of Permitted Indebtedness;

                                  (c)  acquiring, redeeming or retiring Capital
                 Stock or Subordinated Obligations of the Company in exchange
                 for, or in connection with a substantially concurrent issuance
                 of, Capital Stock of the Company (other than Disqualified
                 Stock); and

                                  (d)  repurchasing or redeeming shares of, or
                 options to purchase shares of, Capital Stock of the Company or
                 stock appreciation rights from officers, directors and
                 employees (or the heirs of such persons) of the Company or any
                 Restricted  Subsidiary whose employment has terminated or who
                 have died or retired or become disabled or upon the vesting of
                 stock appreciation rights, so long as the aggregate amount of
                 such payments in any fiscal year does not exceed $5 million.

                 (iii)  Payments made pursuant to Sections 4.04(ii)(b) and (c)
shall be excluded from the calculation of the amount available for Restricted
Payments, provided that the proceeds from the issuance of Capital Stock of the
Company pursuant to Section 4.04(ii)(c) shall not increase the amount available
for Restricted Payments.

                 SECTION 4.05.  Limitation on Dividends and Other Payment
Restrictions Affecting Restricted Subsidiaries.  (i) The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, cause to
exist or become effective or enter into any encumbrance or restriction (other
than pursuant to law or regulation) on the ability of any Restricted Subsidiary
(a) to pay dividends or make any other distributions in respect of its Capital
Stock or pay any debt or other obligation owed to the Company or any other
Restricted Subsidiary; (b) to make loans or advances to the Company or any
other Restricted Subsidiary; or (c) to transfer any of its property or assets
to the Company or any other Restricted Subsidiary.

                 (ii) The provisions of Section 4.05(i) shall not apply:  (a)
with respect to Sections 4.05(i)(a), (b) and (c), to encumbrances and
restrictions (1) in existence under or by reason of any agreement (not
otherwise described in clause (3) below and other than those contained in the
indenture governing the 13 1/2% Notes) in effect on the Issue Date; (2)
relating to Indebtedness of a Restricted Subsidiary and existing at such
Restricted Subsidiary at the time it became a Restricted Subsidiary if such
encumbrance or restriction was not created in connection with or in
anticipation of the transaction or series of related transactions pursuant to
which such Restricted Subsidiary became a Restricted Subsidiary or was





                                      -27-
<PAGE>   35

acquired by the Company; (3) pursuant to the Credit Agreement, provided that
such restrictions or encumbrances are no less favorable to the Holders than
those restrictions or encumbrances pursuant to the Credit Agreement as in
effect on the Issue Date, provided further, however, that the provisions of the
Credit Agreement permit distributions to the Company for the purpose of, and in
an amount sufficient to fund, the payment of principal due at maturity and
interest in respect of the Securities (provided that, in either case, such
payment is due or to become due within 30 days from the date of such
distribution) at a time when there does not exist an event which after notice
or passage of time or both would permit the lenders under the Credit Agreement
to declare all amounts thereunder due and payable; (4) which result from the
renewal, refinancing, extension or amendment of an agreement referred to in
Sections 4.05(ii)(a)(1), (2) and (6) and in Sections 4.05(ii)(b)(1) and (2)
provided that, such encumbrance or restriction is no more restrictive to such
Restricted Subsidiary and is not materially less favorable to the Holders than
those under or pursuant to the agreement evidencing the Indebtedness so
extended, renewed, refinanced or replaced; (5) pursuant to the indenture
governing the 13 1/2% Notes (while such 13 1/2% Notes remain outstanding as
permitted pursuant to Section 4.16 hereof), provided that such restrictions or
encumbrances are no less favorable to Holders than those restrictions or
encumbrances pursuant to such indenture as in effect on the Issue Date; or (6)
relating to Indebtedness Incurred pursuant to clause (xi) of the definition of
Permitted Indebtedness; and (b) with respect to Section 4.05(i)(c) only, to (1)
any encumbrance or restriction relating to Indebtedness that is permitted to be
Incurred and secured pursuant to the provisions of Sections 4.03 and 4.12 that
limit the right of the debtor to dispose of the assets or property securing
such Indebtedness; (2) any encumbrance or restriction in connection with an
acquisition of property, so long as such encumbrance or restriction relates
solely to the property so acquired and was not created in connection with or in
anticipation of such acquisition; (3) customary provisions restricting
subletting or assignment of leases and customary provisions in other agreements
that restrict assignment of such agreements or rights thereunder; or (4)
customary restrictions contained in asset sale agreements limiting the transfer
of such assets pending the closing of such sale.

                 SECTION 4.06.  Limitation on Asset Dispositions.  (i)  The
Company shall not, and shall not permit any Restricted Subsidiary to, make any
Asset Disposition unless (a) the Company or such Restricted Subsidiary receives
consideration at the time of such Asset Disposition at least equal to the Fair
Market Value, as determined in good faith by the Board of Directors, the
determination of which shall be evidenced by a Certified Resolution (including
as to the value of all non-cash consideration), of the shares and assets
subject to such Asset Disposition; (b) at least 80% of the consideration
thereof received by the Company or such Restricted Subsidiary is in the form of
cash or cash equivalents, provided, however, that any securities or notes
received by the Company or such Restricted Subsidiary in connection with such
Asset Disposition that are converted by the Company or such Restricted
Subsidiary into cash or cash equivalents within 10 business days of the date of
such Asset Disposition shall be deemed to be cash equivalents; (c) the Company
delivers an Officers' Certificate to the Trustee certifying that such Asset
Disposition complies with subclauses (a) and (b); and (d) an amount equal to
100% of the Net Available Cash from such Asset Disposition is applied by the
Company (or such Restricted Subsidiary, as the case may be) (1) first, to the
extent the Company elects (or is required by the terms of any Senior
Indebtedness), to prepay, repay or purchase Senior Indebtedness or Senior
Indebtedness of Subsidiary Guarantors (in each case, other than Indebtedness
owed to the Company or an Affiliate of the Company) or, if the Asset
Disposition is made by a Foreign Restricted Subsidiary, Senior Indebtedness of
a Foreign Restricted Subsidiary, within 270 days from  the later of the date of
such Asset Disposition or the receipt of such Net Available Cash; (2) second,
to the extent of the balance of Net Available Cash after application in
accordance with sub-subclause (1), to the extent the Company or such Restricted
Subsidiary elects, to reinvest in Additional Assets (including by means of an
Investment in Additional Assets by a Restricted Subsidiary with Net Available
Cash received by the Company or another Restricted Subsidiary) within 270 days
from





                                      -28-
<PAGE>   36



the later of such Asset Disposition or the receipt of such Net Available Cash;
(3) third, to the extent of the balance of such Net Available Cash after
application in accordance with sub-subclauses (1) and (2) (which balance
constitutes "Excess Proceeds"), to make an Offer (as defined in the next
paragraph) to purchase Securities and other pari passu Indebtedness (if
required) pursuant to and subject to the conditions of the following paragraph;
provided, however, that in connection with any prepayment, repayment or
purchase of Indebtedness pursuant to Sections 4.06(i)(d)(1) or (3), the Company
or such Restricted Subsidiary shall retire such Indebtedness and shall cause
the related loan commitment (if any) to be permanently reduced in an amount
equal to the principal amount so prepaid, repaid or purchased.  Pending
application of Net Available Cash pursuant to this provision, such Net
Available Cash shall be invested in Temporary Cash Investments.

                 (ii)  When the aggregate amount of Excess Proceeds exceeds $15
million (including interest earned thereon), the Company shall apply the Excess
Proceeds to the repayment of the Securities and any other pari passu
Indebtedness outstanding with similar provisions requiring the Company to make
an offer to purchase such Indebtedness with the proceeds from any Asset
Disposition as follows:  (a) the Company shall make an offer to purchase (an
"Offer") from all holders of the Securities in accordance with the procedures
set forth in this Indenture in the maximum principal amount (expressed as a
multiple of $1,000) of Securities that may be purchased out of an amount (the
"Security Amount") equal to the product of such Excess Proceeds multiplied by a
fraction, the numerator of which is the outstanding principal amount of the
Securities, and the denominator of which is the sum of the outstanding
principal amount of the Securities and such pari passu Indebtedness (subject to
proration in the event such amount is less than the aggregate Offered Price of
all Securities tendered) and (b) to the extent required by such pari passu
Indebtedness to reduce permanently the principal amount of such pari passu
Indebtedness, the Company shall make an offer to purchase or otherwise
repurchase or redeem pari passu Indebtedness (a "Pari Passu Offer") in an
amount (the "Pari Passu Debt Amount") equal to the Excess Proceeds over the
Security Amount; provided that in no event will the Company be required to make
a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount
of such pari passu Indebtedness plus the amount of any premium required to be
paid to repurchase such pari passu Indebtedness.  The offer price for the
Securities shall be payable in cash in an amount equal to 100% of the principal
amount of the Securities plus accrued and unpaid interest, if any, to the date
(the "Offer Date") such Offer is consummated (the "Offered Price"), in
accordance with the procedures set forth in this Indenture.  To the extent that
the aggregate Offered Price of the Securities tendered pursuant to the Offer is
less than the Security Amount relating thereto or the aggregate amount of pari
passu Indebtedness that is purchased in a Pari Passu Offer is less than the
Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for
general corporate purposes.  If the aggregate principal amount of Securities
and pari passu Indebtedness surrendered by holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Securities to be purchased on
a pro rata basis.  Upon the completion of the purchase of all the Securities
tendered pursuant to an Offer and the completion of a Pari Passu Offer, the
amount of Excess Proceeds, if any, shall be reset at zero.





                                      -29-
<PAGE>   37

                 (iii) (a)  Promptly, and in any event within 10 days after the
Company becomes obligated to make an Offer, the Company shall be obligated to
deliver to the Trustee and send, by first-class mail to each Holder, a written
notice stating that the Holder may elect to have his Securities purchased by
the Company, either in whole or in part, (subject to proration as hereinafter
described in the event the Offer is oversubscribed) in integral multiples of
$1,000 of principal amount, at the applicable purchase price.  The notice shall
specify a purchase date not less than 30 days nor more than 60 days after the
date of such notice (the "Purchase Date") and shall contain information
concerning the business of the Company which the Company in good faith believes
will enable such Holders to make an informed decision (which at a minimum will
include (1) the most recently filed Annual Report on Form 10-K (including
audited consolidated financial statements) of the Company, the most recent
subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form
8-K of the Company filed subsequent to such Quarterly Report, other than
Current Reports describing Asset Dispositions (or corresponding successor
reports) (collectively, the "Reports"), (2) a description of material
developments in the Company's business subsequent to the date of the latest of
the Reports, and (3) if material, appropriate pro forma financial information),
and all instructions and materials necessary to tender Securities pursuant to
the Offer, together with the information contained in Section 4.06(iii)(b).

                 (b)  Not later than the date upon which written notice of an
Offer is delivered to the Trustee as provided below, the Company shall deliver
to the Trustee an Officers' Certificate as to (i) the Offered Price, (ii) the
allocation of the Net Available Cash from the Asset Dispositions pursuant to
which such Offer is being made and (iii) the compliance of such allocation with
the provisions described herein.  On such date, the Company shall also
irrevocably deposit with the Trustee or with a paying agent (or, if the Company
is acting as its own paying agent, segregate and hold in trust) in Temporary
Cash Investments an amount equal to the Offered Price to be held for payment in
accordance with the provisions of this provision.  Upon the expiration of the
period for which the Offer remains open (the "Offer Period"), the Company shall
deliver to the Trustee the Securities or portions thereof which have been
properly tendered to and are to be accepted by the Company.  The Trustee shall,
on the Purchase Date, mail or deliver payment to each tendering Holder in the
amount of the purchase price.  In the event that the aggregate purchase price
of the Securities delivered by the Company to the Trustee is less than the
Offered Price, the Trustee shall deliver the excess to the Company immediately
after the expiration of the Offer Period.

                 (c)  Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least five Business Days
prior to the Purchase Date.  Holders will be entitled to withdraw their
election it the Trustee or the Company receives not later than three Business
Days prior to the Purchase Date, a telegram, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security
which was delivered for purchase by the Holder and a statement that such Holder
is withdrawing his election to have such Security purchased.  If, at the
expiration of the Offer Period, the aggregate principal amount of Securities
surrendered by Holders exceeds the Offered Price, the Company shall select the
Securities to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Company so that only Securities in denominations of
$1,000, or integral multiples thereof, shall be purchased).  Holders whose
Securities are purchased only in part will be issued new Securities equal in
principal amount to the unpurchased portion of the Securities surrendered.





                                      -30-
<PAGE>   38



                 (d)  At the time the Company delivers Securities which are to
be accepted for purchase to the Trustee, the Company shall also deliver an
Officers' Certificate stating that such Securities are to be accepted by the
Company pursuant to and in accordance with the terms of this provision.  A
Security shall be deemed to have been accepted for purchase at the time the
Trustee, directly or through an agent, mails or delivers payment therefor to
the surrendering Holder.

                 (e)  The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
the covenant described hereunder.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of the covenant
described hereunder, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under such covenant by virtue thereof.

                 SECTION 4.07.  Limitation on Transactions with Affiliates.  (i)
The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, conduct any business or enter into any transaction or
series of transactions with or for the benefit of any Affiliate, unless the
terms of such transaction or series of transactions are (a) set forth in
writing, (b) in the best interest of the Company or such Restricted Subsidiary,
and (c) no less favorable to the Company or such Restricted Subsidiary than
those that could be obtained in a comparable arm's-length transaction with an
unrelated third party; and (ii) with respect to a transaction or series of
transactions involving aggregate payments or value in excess of $3 million, the
Board of Directors (including a majority of the Disinterested Directors
thereof) approves such transaction or series of transactions and, in its good
faith judgment, believes that such transaction or series of transactions
complies with Section 4.07(i), as evidenced by a Certified Resolution delivered
to the Trustee.  Section 4.07(i) shall not prohibit (a) any Restricted Payment
permitted to be paid pursuant to Section 4.04, (b) any issuance of securities,
or other payments, awards or grants in cash, securities or otherwise pursuant
to, or the funding of, employment arrangements, stock options and stock
ownership plans approved by the Board of Directors (including a majority of the
Disinterested Directors thereof), (c) any transaction pursuant to any contract
in existence on the Issue Date, (d) loans or advances to employees in the
ordinary course of business in accordance with past practices of the Company,
not to exceed $1 million per employee and $3 million in the aggregate, (e) the
payment of reasonable fees to directors of the Company and its Restricted
Subsidiaries who are not employees of the Company or its Restricted
Subsidiaries, (f) any transaction between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries and (g) the making of payments to
Salomon Brothers Inc or its Affiliates for investment banking services.

                 SECTION 4.08.  Change of Control.  (i)  Upon a Change of
Control, each Holder shall have the right to require that the Company
repurchase all or any part of such Holder's Securities at a repurchase price in
cash equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, through the date of repurchase.  In the event that at the
time of such Change of Control the terms of the Bank Indebtedness or other
Senior Indebtedness restrict or prohibit the repurchase of Securities pursuant
to this provision, then prior to the mailing of the notice to Holders provided
for in the next paragraph below, but in any event within 30 days following any
Change of Control, the Company covenants to (a) repay in full all Bank
Indebtedness or such other Senior Indebtedness to the extent required to permit
the repurchase of Securities pursuant to this provision or (b)





                                      -31-
<PAGE>   39

obtain the requisite consent under the agreements governing the Bank
Indebtedness or such other Senior Indebtedness to permit the repurchase of the
Securities as provided for in Section 4.08(ii).

                 (ii)  Within 30 days following any Change of Control, the
Company shall send, by first-class mail to each Holder, a notice to each Holder
with a copy to the Trustee stating:

                 (a)      that a Change of Control has occurred and that such
         Holder has the right to require the Company to purchase such Holder's
         Securities at a purchase price in cash equal to 101% of the principal
         amount thereof plus accrued and unpaid interest, if any, to the date
         of purchase;

                 (b)      the circumstances and relevant facts regarding such
         Change of Control which the Company in good faith believes will enable
         Holders to make an informed decision (which at a minimum will include
         information with respect to pro forma historical income, cash flow and
         capitalization, each after giving effect to such Change of Control,
         events causing such Change of Control and the date such Change of
         Control is deemed to have occurred);

                 (c)      the purchase date (which shall be no earlier than 30
         days nor later than 60 days from the date such notice is mailed); and

                 (d)  the instructions determined by the Company, consistent
         with this provision, that a Holder must follow in order to have its
         Securities purchased, together with the information contained in
         Section 4.08(iii) (and including any related materials).

                 (iii)  Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least five Business Days
prior to the purchase date.  Holders will be entitled to withdraw their
election if the Trustee or the Company receives not later than three Business
Days prior to the purchase date a telegram, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security
which was delivered for purchase by the Holder and a statement that such Holder
is withdrawing his election to have such Security purchased.

                 (iv)  On the purchase date, all Securities purchased by the
Company under this provision shall be delivered by the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

                 (v)  The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
the covenant described hereunder.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of the covenant
described hereunder, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under such covenant by virtue thereof.





                                      -32-
<PAGE>   40



                 (vi)  The Company's obligations to repurchase the Securities
upon a Change of Control will be guaranteed on a senior subordinated basis by
the Subsidiary Guarantors pursuant to the Subsidiary Guaranties.  Such Guaranty
will be subordinated to Senior Indebtedness of Subsidiary Guarantors to the
same extent described in Article 11.

                 SECTION 4.09.  Limitation on Layered Indebtedness.  (i)  The
Company shall not, and shall not permit any Subsidiary Guarantor to, directly
or indirectly, Incur any Indebtedness that is subordinate in right of payment
to any other Indebtedness of the Company or such Subsidiary Guarantor, as the
case may be, unless such Indebtedness is subordinate in right of payment to, or
ranks pari passu with, the Securities in the case of the Company or the
Subsidiary Guaranties in the case of the Subsidiary Guarantors.

                 (ii)  The Subsidiary Guarantors shall not, directly or
indirectly, Guaranty any Indebtedness of the Company that is subordinated in
right of payment to any other Indebtedness of the Company unless such Guaranty
is subordinate in right of payment to, or ranks pari passu with, the Subsidiary
Guaranties.

                 SECTION 4.10.  Compliance Certificate.  The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default and whether or not the signers know of any
Default that occurred during such period.  If they do, the certificate shall
describe the Default, its status and what action the Company is taking or
proposes to take with respect thereto.  The Company also shall comply with
Section  314(a)(4) of the TIA.

                 SECTION 4.11.  Further Instruments and Acts.  Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                 SECTION 4.12.  Limitation on Liens.  The Company shall not,
and shall not permit any Subsidiary Guarantor to, directly or indirectly, Incur
any Lien of any kind, other than Permitted Liens, on or with respect to any
property or assets now owned or hereafter acquired or any interest therein or
any income or profits therefrom to secure Indebtedness that is subordinate in
right of payment to, or ranks pari passu with, in the case of the Company, the
Securities, or, in the case of the Subsidiary Guarantors, the Subsidiary
Guaranties, unless the Notes are secured prior to (in the case of any
Indebtedness that is subordinated in right of payment), or equally and ratably
with (in the case of any Indebtedness that ranks pari passu), the Indebtedness
so secured.

                 SECTION 4.13.  Ownership of United States Can Company.  Except
as provided under Article 11, the Company shall at all times maintain its
ownership of 100% of the Capital Stock of United States Can Company.

                 SECTION 4.14.  Future Subsidiary Guarantors.  The Company
shall cause each Domestic Restricted Subsidiary created or acquired after the
Issue Date to execute and deliver to the Trustee a supplemental indenture
pursuant to which such Restricted Subsidiary will Guaranty payment of the
Securities on the same terms and conditions as those set forth in this
Indenture.  Each Subsidiary Guaranty will be limited in amount to an amount not
to exceed the maximum amount that can be Guaranteed by the applicable
Subsidiary





                                      -33-
<PAGE>   41

Guarantor without rendering such Subsidiary Guaranty voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.  As of the Issue Date, United
States Can Company is the only Domestic Restricted Subsidiary.

                 SECTION 4.15.  Establishment of Escrow Account.  Immediately
upon the receipt by the Company of the proceeds from the issuance of the
Initial Notes hereunder, the Company shall deposit with the Escrow Agent (as
defined in the Escrow Agreement), by wire transfer of immediately available
funds to the Escrow Account, the amount of principal and call premium necessary
to redeem the 13 1/2% Notes on January 22, 1997, plus the amount of any
interest to be paid on the 13 1/2% Notes through January 22, 1997 (the "Escrow
Funds").  Except as provided in Section 4.16, such deposit shall be
irrevocable.

                 SECTION 4.16.  Required Redemption of 13 1/2% Notes.  (1)  The
Company shall timely take all actions necessary or desirable to effect the
Required Redemption (including the giving of any notice to the holders of the
13 1/2% Notes in the manner in which such notice is required to be given to
effect such redemption pursuant to the indenture governing such 13 1/2% Notes),
and shall effect such Required Redemption, as promptly as practicable on or
after January 15, 1997 (but in no event later than January 22, 1997), and shall
use the Escrow Funds to effect such Required Redemption.

                 (2)  No later than the date on which notice of the Required
Redemption is first given to the holders of the 13 1/2% Notes pursuant to the
preceding sentence, the Company shall deliver an Officer's Certificate to the
Trustee stating that the 13 1/2% Notes are to be redeemed pursuant to the
provisions hereof and setting forth the anticipated date of such Required
Redemption.  Upon receipt of such Officer's Certificate, the Trustee shall join
with the Company in directing the Escrow Agent by written notice to release
from escrow (on the specified date and pursuant to the provisions of the Escrow
Agreement) sufficient funds to effect the Required Redemption and to transfer
such funds to the account specified in such written notice (the "Redemption
Account").

                 (3)  If the date on which the Company is to effect the
Required Redemption pursuant to the notice to be given under paragraph (1) of
this Section 4.16 is after January 15, 1997, the Company shall, on January 15,
1997, cause to be paid from the Escrow Funds all interest then due and payable
on the 13 1/2% Notes.  In such event, the Company shall specify in the
Officer's Certificate referred to in paragraph (2) of this Section 4.16 that
all interest due and payable on January 15, 1997 on the 13 1/2% Notes shall be
paid from the Escrow Funds on such date, and the Trustee shall timely join with
the Company in directing the Escrow Agent by written notice to release from the
Escrow Account on such date sufficient funds to make such interest payment in
full on such date.

                 (4)  If on the date of the Required Redemption the Escrow
Funds are insufficient to effect the Required Redemption, the Company shall
immediately deliver, by wire transfer of immediately available funds to the
Redemption Account, funds in such amount that, when added to the Escrow Funds,
will be sufficient to effect the Required Redemption.  Any portion of the
Escrow Funds remaining after the Required Redemption shall be immediately paid
over to the Company.





                                      -34-
<PAGE>   42



                                   ARTICLE 5

                                SURVIVING ENTITY

                 SECTION 5.01.  Merger, Consolidation and Sale of Assets.  (i)
Neither the Company nor the Guarantor shall merge or consolidate with or into
any other entity (other than a merger of a Subsidiary Guarantor into the
Company or another Subsidiary Guarantor) or sell, convey, assign, transfer,
lease or otherwise dispose of all or substantially all of their assets unless
(a) the entity formed by or surviving any such consolidation or merger (if
other than the Company or any Subsidiary Guarantor) or to which such sale,
transfer or conveyance is made (the "Surviving Entity") shall be a corporation
organized and existing under the laws of the United States of America and such
corporation expressly assumes, by supplemental indenture satisfactory to the
Trustee, all obligations of the Company or the Subsidiary Guarantor, as the
case may be, pursuant to this Indenture and the Escrow Agreement; (b)
immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis, no Default or Event of Default (and no event
that, after notice or lapse of time, or both, would become an Event of Default)
shall have occurred and be continuing; (c) immediately after giving effect to
such transaction or series of transactions on a pro forma basis (including,
without limitation, any Indebtedness Incurred or anticipated to be Incurred in
connection with such transaction or series of transactions), the Company or the
Surviving Entity, as the case may be, would be able to Incur at least $1.00 of
additional debt pursuant to clause (i) of the definition of Permitted
Indebtedness; and (d) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture.  Notwithstanding the foregoing, no other Subsidiary
Guarantor shall merge or consolidate with or into any other entity, or sell,
convey, assign, transfer, lease or otherwise dispose of all or substantially
all of its assets, unless the Company and its remaining Restricted Subsidiaries
have complied with Sections 5.01(i)(b), (c) and (d).

                 (ii)  The Surviving Entity shall succeed to, and be
substituted for, and may exercise every right and power of, the Company or the
Subsidiary Guarantor, as the case may be, under this Indenture and the Escrow
Agreement, but the predecessor Company, in the case of a lease, shall not be
released from the obligation to pay the principal of and interest on the Notes.

                 (iii)  Notwithstanding Sections 5.01(i)(b), (c) and (d), any
Domestic Restricted Subsidiary may consolidate with, merge into or transfer all
or part of its properties and assets to the Company or any other Domestic
Restricted Subsidiary, and any Foreign Restricted Subsidiary may consolidate
with, merge into or transfer all or part of its properties or assets to (i) any
other Foreign Restricted Subsidiary or (ii) the Company or any Domestic
Restricted Subsidiary, provided that the surviving company or the transferee
entity, as the case may be, in such consolidation, merger or transfer is the
Company or such Domestic Restricted Subsidiary.





                                      -35-
<PAGE>   43

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

                 SECTION 6.01.  Events of Default.  An "Event of Default" occurs
if:

                          (i)  the Company and the Subsidiary Guarantors
         default in any payment of interest on any Security when the same
         becomes due and payable, and such default continues for a period of 30
         days;

                          (ii)  the Company and the Subsidiary Guarantors (a)
         default in the payment of the principal of any Security when the same
         becomes due and payable at its Stated Maturity, upon redemption, upon
         declaration or otherwise, or (b) fail to redeem or purchase Securities
         when required pursuant to this Indenture or the Securities;

                          (iii)  the Company or any Subsidiary Guarantor fails
         to comply with the provisions of Section 5.01;

                          (iv)  the Company or any Subsidiary Guarantor, as the
         case may be, fails to comply with Sections 4.03, 4.04, 4.05, 4.06,
         4.07, 4.08, 4.09, 4.12, 4.13, 4.14 or 4.15 (other than a failure to
         purchase Securities when required under Section 4.06 or 4.08) of this
         Indenture and such failure continues for 30 days after the notice
         specified below or the Company fails to give the notice specified
         below;

                          (v)  the Company or any Subsidiary Guarantor fails to
         comply with any of its agreements in the Securities or this Indenture
         (other than those referred to in clauses (i), (ii), (iii) or (iv)
         above) and such failure continues for 60 days after the notice
         specified below or the Company fails to give the notice specified
         below;

                          (vi)  the principal, any premium or accrued and
         unpaid interest of Indebtedness of the Company or any Restricted
         Subsidiary is not paid within any applicable grace period after final
         maturity or is accelerated by the holders thereof because of a
         default, the total amount of such Indebtedness unpaid or accelerated
         exceeds $10 million at the time and such default continues for 10
         days;

                          (vii)  the Company, any Subsidiary Guarantor or any
         Foreign Significant Subsidiary pursuant to or within the meaning of
         any Bankruptcy Law: (a) commences a voluntary case; (b) consents to
         the entry of an order for relief against it in an involuntary case;
         (c) consents to the appointment of a Custodian of it or for any
         substantial part of its property; or (d) makes a general assignment
         for the benefit of its creditors; or takes any comparable action under
         any foreign laws relating to insolvency;

                          (viii)  a court of competent jurisdiction enters an
         order or decree under any Bankruptcy Law that: (a) is for relief
         against the Company, any Subsidiary Guarantor or any Foreign
         Significant Subsidiary in an involuntary case; (b) appoints a
         Custodian of the Company, any Subsidiary Guarantor or any Foreign
         Significant Subsidiary or for any substantial part of the Company's,
         any Subsidiary Guarantor's or any Foreign Significant Subsidiary's
         property; or (c) orders the





                                      -36-
<PAGE>   44



         winding up or liquidation of the Company or any Subsidiary Guarantor
         or any Foreign Significant Subsidiary; or any similar relief is
         granted under any foreign laws and the order or decree remains
         unstayed and in effect for 60 days;

                          (ix)  any judgment or decree for the payment of money
         in excess of $10 million at the time is entered against the Company or
         any Restricted Subsidiary and is not discharged and either (a) an
         enforcement proceeding has been commenced by any creditor upon such
         judgment or decree or (b) there is a period of 60 days following the
         entry of such judgment or decree during which such judgment or decree
         is not discharged, waived or the execution thereof stayed and, in the
         case of (a) or (b), such default continues for 10 days;

                          (x)  any Subsidiary Guaranty is held to be
         unenforceable or invalid or ceases to be in full force and effect;

                          (xi)  the Required Redemption has not been
         consummated by the latest date provided therefor in Section 4.16; or

                          (xii)  the Company shall breach any material
         representation, warranty or agreement set forth in, or otherwise not
         comply with the provisions of, the Escrow Agreement, or the Escrow
         Agreement shall be held in any judicial proceeding to be unenforceable
         or invalid or shall cease for any reason to be in full force and
         effect (except as a result of the complete performance thereof).

                 The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected 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.

                 The term "Bankruptcy Law" means Title 11, United States Code,
or any similar Federal or state law for the relief of debtors.  The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

                 SECTION 6.02.  Acceleration.  If an Event of Default (other
than an Event of Default specified in Section 6.01(vii) or (viii) with respect
to the Company or any Subsidiary Guarantor) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the Securities by written notice to the Company and the Trustee, may
declare the principal of and accrued interest on all the Securities to be due
and payable.  Upon such a declaration, such principal and interest shall be due
and payable immediately.  If an Event of Default specified in Section 6.01(vii)
or (viii) with respect to the Company or any Subsidiary Guarantor occurs, the
principal of and interest on all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders.  The Holders of a majority in principal amount of
the Securities by written notice to the Trustee may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration.  No such rescission shall affect any subsequent Default or impair
any right consequent thereto.





                                      -37-
<PAGE>   45

                 SECTION 6.03.  Other Remedies.  If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                 The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the
proceeding.  A delay or omission by the Trustee or any Holder in exercising any
right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default.  No
remedy is exclusive of any other remedy.  All available remedies are
cumulative.

                 SECTION 6.04.  Waiver of Past Defaults.  The Holders of a
majority in principal amount of the Securities by written notice to the Trustee
may waive an existing Default and its consequences except (i) a Default in the
payment of the principal of or interest on a Security or (ii) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Holder affected.  When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair
any consequent right.

                 SECTION 6.05.  Control by Majority.  The Holders of a majority
in principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee.  However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture
or, subject to Section 7.01, that the Trustee determines is unduly prejudicial
to the rights of other Holders, it being understood that the Trustee shall have
no duty to ascertain whether or not such actions or forebearances are unduly
prejudicial to such Holders, or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction.  Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses
caused by taking or not taking such action.

                 SECTION 6.06.  Limitation on Suits.  A Holder may not pursue
any remedy with respect to this Indenture or the Securities unless:

                 (1)      the Holder gives to the Trustee written notice
         stating that an Event of Default is continuing;

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

                 (3)      such Holder or Holders offer to the Trustee
         reasonable security or indemnity against any loss, liability or 
         expense;

                 (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of security or
         indemnity; and

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





                                      -38-
<PAGE>   46



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

                 SECTION 6.07.  Rights of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

                 SECTION 6.08.  Collection Suit by Trustee.  If an Event of
Default in payment of interest or principal specified in Section 6.01(i) or
(ii) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal and interest remaining unpaid (together with interest on such unpaid
interest to the extent lawful) and the amounts provided for in Section 7.07.

                 SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Holders allowed
in any judicial proceedings relative to the Company, its creditors or its
property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.

                 SECTION 6.10.  Priorities.  If the Trustee collects any money
or property pursuant to this Article 6, it shall pay out the money or property
in the following order:

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

                 SECOND:  to holders of Senior Indebtedness to the extent
         required by Article 10;

                 THIRD:  to Holders for amounts due and unpaid on the
         Securities for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities for principal and interest, respectively; and

                 FOURTH:  to the Company.

                 The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section.  At least 15 days before such
record date, the Company shall mail to each Holder and the Trustee a notice
that states the record date, the payment date and amount to be paid.





                                      -39-
<PAGE>   47

                 SECTION 6.11.  Undertaking for Costs.  In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in principal amount of the Securities.

                 SECTION 6.12.  Waiver of Stay or Extension Laws.  The Company
(to the extent it may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and 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.


                                   ARTICLE 7

                                    TRUSTEE

                 SECTION 7.01.  Duties of Trustee.  (i)  If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

                  (ii)     Except during the continuance of an Event of
Default:  (a) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and (b)
in the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.

                 (iii)     The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own wilful
misconduct, except that:  (a) this Section 7.01(iii) does not limit the effect
of Section 7.01(ii); (b) 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 (c) 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
6.05.

                  (iv)     Every provision of this Indenture that in any way
relates to the Trustee is subject to Sections 7.01(i), (ii) and (iii).





                                      -40-
<PAGE>   48



                   (v)     The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.

                  (vi)     Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

                 (vii)     No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers if it shall have reasonable grounds to believe that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

                (viii)     Every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section and to the provisions of the
TIA.

                 SECTION 7.02.  Rights of Trustee.  (i)  The Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person.  The Trustee need not investigate any fact or matter
stated in the document.

                  (ii)     Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel.  The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on the Officers' Certificate or Opinion of Counsel.

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

                  (iv)     The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, however, that the Trustee's conduct does
not constitute wilful misconduct or negligence.

                   (v)     The Trustee may consult with counsel, and the advice
or opinion of counsel with respect to legal matters relating to this Indenture
and the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.

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

                 (vii)     The Trustee shall not be bound to ascertain or
inquire as to the performance or observance of any covenants, conditions, or
agreements on the part of the Company, except as otherwise set forth herein,
but the Trustee may require of the Company full information and advice as to
the performance of the covenants, conditions and agreements contained herein;





                                      -41-
<PAGE>   49

                (viii)     The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty and the Trustee
shall not be answerable for other than its negligence or willful misconduct;

                  (ix)     Except for (i) a default under Sections 6.01(i) or
(ii) hereof, or (ii) any other event of which the Trustee has "actual
knowledge" and which event, with the giving of notice or the passage of time or
both, would constitute an Event of Default under this Indenture, the Trustee
shall not be deemed to have notice of any default or Event of Default unless
specifically notified in writing of such event by the Company or the Holders of
not less than 25% in aggregate principal amount of the Securities then
outstanding; as used herein, the term "actual knowledge" means the actual fact
or statement of knowing, without any duty to make any investigation with regard
thereto.

                 SECTION 7.03.  Individual Rights of Trustee.  The Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee.  Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights.  However, the
Trustee must comply with Sections 7.10 and 7.11.

                 SECTION 7.04.  Trustee's Disclaimer.  The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for
any statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

                 SECTION 7.05.  Notice of Defaults.  If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder notice of the Default within 90 days after it occurs.  Except in the
case of a Default in payment of principal of or interest on any Security
(including payments pursuant to the mandatory redemption provisions of such
Security, if any), the Trustee may withhold the notice if and so long as the
Trustee in good faith determines that withholding the notice is in the
interests of Holders.

                 SECTION 7.06.  Reports by Trustee to Holders.  At the expense
of the Company, as promptly as practicable after each August 15 beginning with
the August 15 following the date of this Indenture, and in any event prior to
October 15 in each year, the Trustee shall mail to each Holder a brief report
dated as of August 15 that complies with Section 313(a) of the TIA.  The
Trustee also shall comply with Section 313(b) of the TIA.

                 A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed.  The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any
delisting thereof.

                 SECTION 7.07.  Compensation and Indemnity.  The Company shall
pay to the Trustee from time to time, and the Trustee shall be entitled to,
reasonable compensation for its services.  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





                                      -42-
<PAGE>   50



for all reasonable out-of-pocket expenses incurred or made by it, including
costs of collection, in addition to the compensation for its services.  Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Trustee's agents, counsel, accountants and experts.  The
Company shall indemnify the Trustee and its agents, officers, directors and
employees for, and hold them harmless against, any and all loss, liability or
expense (including attorneys' fees) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder.  The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so notify the Company shall not relieve
the Company of its obligations hereunder.  The Company shall defend the claim
and the Trustee may have separate counsel and the Company shall pay the fees
and expenses of such counsel.  The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee
through the Trustee's own wilful misconduct or negligence.  The Company need
not pay for any settlement made by the Trustee without the Company's consent,
such consent not to be unreasonably withheld.

                 To secure the Company's payment obligations in this Section,
the Trustee shall have a Lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Securities.

                 The Company's payment obligations pursuant to this Section
shall survive the discharge of this Indenture.  When the Trustee incurs
expenses after the occurrence of a Default specified in Section 6.01(vii) or
(viii) with respect to the Company, the expenses are intended to constitute
expenses of administration under the Bankruptcy Law.

                 SECTION 7.08.  Replacement of Trustee.  The Trustee may resign
at any time by so notifying the Company.  The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the
Trustee and may appoint a successor Trustee.  The Company shall remove the
Trustee if:

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

                 (2)       the Trustee is adjudged bankrupt or insolvent;

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

                 (4)       the Trustee otherwise becomes incapable of acting.

                 If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the "retiring Trustee"), the Company shall promptly appoint a
successor Trustee.

                 A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Thereupon 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.  The successor Trustee shall mail a





                                      -43-
<PAGE>   51

notice of its succession to Holders.  The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject
to the Lien provided for in Section 7.07.

                 If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 25% in principal amount of the Securities may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

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

                 Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

                 SECTION 7.09.  Successor Trustee by Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

                 In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and, in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor to the Trustee; and, in all such cases, such certificates shall
have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have.

                 SECTION 7.10.  Eligibility; Disqualification.  The Trustee
shall at all times satisfy the requirements of Section 310(a) of the TIA.  The
Trustee shall have a combined capital and surplus of at least $50 million as
set forth in its most recent published annual report of condition.  The Trustee
shall comply with Section 310(b) of the TIA; provided, however, that there
shall be excluded from the operation of Section 310(b)(1) of the TIA any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in Section 310(b)(1) of the TIA
are met.

                 SECTION 7.11.  Preferential Collection of Claims Against
Company.  The Trustee shall comply with Section 311(a) of the TIA, excluding
any creditor relationship listed in Section 311(b) of the TIA.  A Trustee who
has resigned or been removed shall be subject to Section 311(a) of the TIA to
the extent indicated.





                                      -44-
<PAGE>   52



                                   ARTICLE 8

                       DISCHARGE OF INDENTURE; DEFEASANCE

                 SECTION 8.01.  Discharge of Liability on Securities;
Defeasance.  (i)  When (a) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.06) for
cancellation or (b) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article 3 hereof and the Company irrevocably deposits with the
Trustee funds sufficient to pay at maturity or upon redemption all outstanding
Securities, including interest thereon (other than Securities replaced pursuant
to Section 2.06), and, if in either case, the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to
Sections 8.01(iii) and 8.06, cease to be of further effect.  The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and
at the cost and expense of the Company.

                 (ii)  Subject to Sections 8.01(iii), 8.02 and 8.06, the
Company at any time may terminate (a) all its obligations under the Securities
and this Indenture ("legal defeasance option") or (b) its obligations under
Sections 4.02 (to the extent that the failure to comply with such Section 4.02
shall not violate the TIA), 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11,
4.12, 4.13, 4.14, 4.15 and 4.16 or Article 5 and the related operation of
Sections 6.01(iii), (iv), (v), (vi), (ix) and (xi) ("covenant defeasance
option").  The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option.

                 If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default.  If
the Company exercises its covenant defeasance option, payment of the Securities
may not be accelerated because of an Event of Default specified in Sections
6.01(iii), (iv), (v), (vi), (ix) and (xi) (except to the extent covenants or
agreements referenced in such Sections remain applicable).

                 Upon satisfaction of the conditions set forth herein and upon
written request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.

                 (iii)  Notwithstanding clauses (i) and (ii) above, the
Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 7.07, 7.08, 8.04,
8.05 and 8.06 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall
survive.

                 SECTION 8.02.  Conditions to Defeasance.  The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

                 (i)    the Company irrevocably deposits in trust with the
         Trustee money or U.S. Government Obligations for the payment of
         principal and interest on the Securities to maturity or redemption, as
         the case may be;





                                      -45-
<PAGE>   53

                (ii)    the Company delivers to the Trustee a certificate
         from a nationally recognized firm of independent accountants
         expressing their opinion that the payments of principal and interest
         when due and without reinvestment on the deposited U.S. Government
         Obligations plus any deposited money without investment will provide
         cash at such times and in such amounts as will be sufficient to pay
         principal and interest when due on all the Securities to maturity or
         redemption, as the case may be;

               (iii)    123 days pass after the deposit is made and during
         the 123-day period no Default specified in Section 6.01(vii) or (viii)
         with respect to the Company occurs which is continuing at the end of
         the period;

                (iv)    no Default has occurred and is continuing on the date
         of such deposit and after giving effect thereto;

                 (v)    the deposit does not constitute a default under any
         other agreement binding on the Company and is not prohibited by
         Article 10 or 11;

                (vi)    the Company delivers to the Trustee an Opinion of
         Counsel to the effect that the trust resulting from the deposit does
         not constitute, or is qualified as, a regulated investment company
         under the Investment Company Act of 1940;

               (vii)    in the case of the legal defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating 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 will
         not recognize income, gain or loss for federal income tax purposes as
         a result of such 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;

              (viii)    in the case of the covenant defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders 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; and

                (ix)    the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance and discharge of the Securities
         as contemplated by this Article 8 have been complied with.

                 Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date
in accordance with Article 3.

                 SECTION 8.03.  Application of Trust Money.  The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant
to this Article 8.  It shall apply the deposited money and the money from U.S.
Government Obligations through





                                      -46-
<PAGE>   54



the Paying Agent and in accordance with this Indenture to the payment of
principal of and interest on the Securities.  Money and securities so held in
trust are not subject to Article 10.

                 SECTION 8.04.  Repayment to Company.  The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any excess
money or securities held by them at any time.

                 Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to the money must look to the Company
for payment as general creditors.

                 SECTION 8.05.  Indemnity for Government Obligations.  The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S.  Government Obligations.

                 SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent
is unable to apply any money or U.S. Government Obligations in accordance with
this Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.


                                   ARTICLE 9

                                  AMENDMENTS

                 SECTION 9.01.  Without Consent of Holders.  The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture, the Subsidiary
Guaranty, the Escrow Agreement or the Securities without notice to or consent
of any Holder:

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

                 (2)      to comply with Article 5;

                 (3)      to provide for uncertificated Securities in addition
         to or in place of certificated Securities; provided, however, that the
         uncertificated Securities are issued in registered form for purposes
         of Section 163(f) of the Code or in a manner such that the
         uncertificated Securities are described in Section 163(f)(2)(B) of the
         Code;





                                      -47-
<PAGE>   55

                 (4)      to make any change in Article 10 that would limit or
         terminate the benefits available to any holder of Senior Indebtedness
         (or Representatives therefor) under Articles 10 and 11;

                 (5)      to add guarantees with respect to the Securities or
         to secure the Securities;

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

                 (7)      to comply with any requirements of the SEC in
         connection with qualifying this Indenture under the TIA; or

                 (8)      to make any change that does not adversely affect the
         rights of any Holder.

                 An amendment under this Section may not make any change that
adversely affects the rights under Articles 10 and 11 of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness
(or any group or representative thereof authorized to give a consent), consent
to such change.

                 After an amendment under this Section becomes effective, the
Company or the Trustee at the Company's request and expense, shall mail to
Holders a notice briefly describing such amendment.  The failure to give such
notice to all Holders, or any defect therein, shall not impair or affect the
validity of an amendment under this Section.

                 SECTION 9.02.  With Consent of Holders.  The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture, the Subsidiary
Guaranty, the Escrow Agreement or the Securities without notice to any Holder
but with the written consent of the Holders of at least a majority in principal
amount of the Securities; provided, however, that no amendment may be made to
Section 4.08 without the written consent of the Holders of at least 75% in
principal amount of the Securities.  However, without the consent of each
Holder affected, an amendment may not:

                 (1)      reduce the amount of Securities whose Holders must
         consent to an amendment;

                 (2)      reduce the rate of or extend the time for payment of
         interest on any Security;

                 (3)      reduce the principal of or extend the Stated Maturity
         of any Security;

                 (4)      reduce the premium payable upon the redemption of any
         Security or change the time at which any Security may be redeemed in
         accordance with Article 3;

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



                                      -48-
<PAGE>   56



                 (6)      make any change in Article 10 or 11 that adversely
         affects the rights of any Holder under Article 10 or 11; or

                 (7)      make any change in Section 6.04 or 6.07 or the second
         sentence of this Section.

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

                 An amendment under this Section may not make any change that
adversely affects the rights under Article 10 or 11 of any holder of Senior
Indebtedness or Senior Indebtedness of Subsidiary Guarantors then outstanding
unless the holders of such Senior Indebtedness or Senior Indebtedness of
Subsidiary Guarantors, as the case may be (or any group or representative
thereof authorized to give a consent), consent to such change.

                 After an amendment under this Section becomes effective, the
Company, or the Trustee at the Company's request and expense, shall mail to
Holders a notice briefly describing such amendment.  The failure to give such
notice to all Holders, or any defect therein, shall not impair or affect the
validity of an amendment under this Section.

                 SECTION 9.03.  Compliance with Trust Indenture Act.  Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.

                 SECTION 9.04.  Revocation and Effect of Consents and Waivers.
A consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security.  However, any
such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment or waiver becomes effective.  After
an amendment or waiver becomes effective, it shall bind every Holder.

                 The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding
the immediately preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only those Persons, shall
be entitled to give such consent or to revoke any consent previously given or
to take any such action, whether or not such Persons continue to be Holders
after such record date.  No such consent shall be valid or effective for more
than 120 days after such record date.

                 SECTION 9.05.  Notation on or Exchange of Securities.  If an
amendment changes the terms of a Security, the Trustee may require the Holder
of the Security to deliver it to the Trustee.  The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder.  Alternatively, if the Company or the Trustee so determines, the
Company, in exchange for the Security, shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.  Failure to make
the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.





                                      -49-
<PAGE>   57

                 SECTION 9.06.  Trustee To Sign Amendments.  The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may but need not sign it.  In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such (i) amendment is authorized or permitted by this Indenture
and that all conditions precedent to the execution, delivery and performance of
such amendment have been satisfied; (ii) the Company has all necessary
corporate power and authority to execute and deliver the amendment and that the
execution, delivery and performance of such amendment has been duly authorized
by all necessary corporate action; (iii) the execution, delivery and
performance of the amendment do not conflict with, or result in the breach of
or constitute a default under any of the terms, conditions or provisions of (a)
this Indenture, (b) the Certificate of Incorporation or By-laws of the Company,
(c) any law or regulation applicable to the Company, (d) any material order,
writ, injunction or decree of any court or governmental instrumentality
applicable to the Company or (e) any material agreement or instrument to which
the Company is subject; (iv) such amendment has been duly and validly executed
and delivered by the Company, and this Indenture together with such amendment
constitutes a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency or similar laws affecting
the enforcement of creditors' rights generally and general equitable
principles; and (v) this Indenture together with such amendment complies with
the TIA.

                 SECTION 9.07.  Payment for Consent.  Neither the Company nor
any Affiliate of the Company shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to any
Holder for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders that so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating
to such consent, waiver or agreement.


                                   ARTICLE 10

                         SUBORDINATION OF SECURITIES

                 SECTION 10.01.  Agreement To Subordinate.  The Company agrees,
and each Holder by accepting a Security agrees, that the Indebtedness evidenced
by the Securities is subordinated in right of payment, to the extent and in the
manner provided in this Article 10, to the prior payment of all Senior
Indebtedness and that the subordination is for the benefit of and enforceable
by the holders of Senior Indebtedness.  The Securities shall in all respects
rank pari passu with all other Senior Subordinated Indebtedness of the Company
and only Indebtedness of the Company which is Senior Indebtedness shall rank
senior to the Securities in accordance with the provisions set forth herein.
All provisions of this Article 10 shall be subject to Section 10.12.

                 SECTION 10.02.  Liquidation, Dissolution, Bankruptcy.  Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or





                                      -50-
<PAGE>   58



a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property:

                 (1)  holders of Senior Indebtedness shall be entitled to
         receive payment in full of the Senior Indebtedness before Holders
         shall be entitled to receive any payment of principal of or interest
         on the Securities; and

                 (2)  until the Senior Indebtedness is paid in full, any
         distribution to which Holders would be entitled but for this Article
         10 shall be made to holders of Senior Indebtedness as their interests
         may appear, except that Holders may receive shares of stock and any
         debt securities that are subordinated to Senior Indebtedness to at
         least the same extent as the Securities.

                 SECTION 10.03.  Default on Senior Indebtedness.  The Company
may not pay the principal of or interest on the Securities, or make any deposit
pursuant to Section 8.01, and may not repurchase, redeem or otherwise retire
any Securities (collectively, "pay the Securities") if (i) any Senior
Indebtedness is not paid when due or (ii) any other default on Senior
Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated
in accordance with its terms unless, in either case, (a) the default has been
cured or waived and any such acceleration has been rescinded or (b) such Senior
Indebtedness has been paid in full.  During the continuance of any default
(other than a default described in clause (i) or (ii) of the preceding
sentence) with respect to any Designated Senior Indebtedness pursuant to which
the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, the Company may not pay the
Securities for a period (a "Payment Blockage Period") commencing upon the
receipt by the Company and the Trustee of written notice of such default from
the Representative of any Designated Senior Indebtedness specifying an election
to effect a Payment Blockage Period (a "Blockage Notice") and ending 179 days
thereafter (or earlier, if such Payment Blockage Period is terminated (i) by
written notice to the Trustee and the Company from the Person or Persons who
gave such Blockage Notice, (ii) by repayment in full of such Designated Senior
Indebtedness or (iii) because the default giving rise to such Blockage Notice
is no longer continuing).  Notwithstanding the provisions described in the
immediately preceding sentence (but subject to the provisions contained in the
first sentence of this Section), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, the Company may resume
payments on the Securities after such Payment Blockage Period.  Not more than
one Blockage Notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to Designated Senior
Indebtedness during such period.

                 SECTION 10.04.  Acceleration of Payment of Securities.  If
payment of the Securities is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representatives) of the acceleration.

                 SECTION 10.05.  When Distribution Must Be Paid Over.  If a
distribution is made to Holders that because of this Article 10 should not have
been made to them, the Holders who receive the distribution shall hold it in
trust for holders of Senior Indebtedness and pay it over to them as their
interests may appear.





                                      -51-
<PAGE>   59

                 SECTION 10.06.  Subrogation.  After all Senior Indebtedness is
paid in full and until the Securities are paid in full, Holders shall be
subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness.  A distribution made under
this Article 10 to holders of Senior Indebtedness which otherwise would have
been made to Holders is not, as between the Company and Holders, a payment by
the Company on Senior Indebtedness.
                            
                 SECTION 10.07.  Relative Rights.  This Article 10 defines the
relative rights of Holders and holders of Senior Indebtedness.  Nothing in this
Indenture shall:

                 (1)  impair, as between the Company and Holders, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of and interest on the Securities in accordance with their
         terms; or

                 (2)  prevent the Trustee or any Holder from exercising its
         available remedies upon a Default, subject to the rights of holders of
         Senior Indebtedness to receive distributions otherwise payable to
         Holders.

                 SECTION 10.08.  Subordination May Not Be Impaired by Company.
No right of any holder of Senior Indebtedness to enforce the subordination of
the Indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by its failure to comply with this Indenture.

                 SECTION 10.09.  Rights of Trustee and Paying Agent.
Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives written notice satisfactory to it that payments
may not be made under this Article 10.  The Company, the Registrar or
co-registrar, the Paying Agent, a Representative of holders of or a holder or
holders holding a majority of Senior Indebtedness may give the written notice;
provided, however, that, if holders of Senior Indebtedness have a
Representative, only such Representative may give the notice.

                 The Trustee, in its individual or any other capacity, may hold
Senior Indebtedness with the same rights it would have if it were not Trustee.
The Registrar and co-registrar and the Paying Agent may do the same with like
rights.  The Trustee shall be entitled to all the rights set forth in this
Article 10 with respect to any Senior Indebtedness which may at any time be
held by it, to the same extent as any other holder of Senior Indebtedness; and
nothing in Article 7 shall deprive the Trustee of any of its rights as such
holder.  Nothing in this Article 10 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.07.

                 SECTION 10.10.  Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness, the distribution may be made and the notice given to their
Representative (if any).

                 SECTION 10.11.  Article 10 Not To Prevent Events of Default or
Limit Right To Accelerate.  The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be construed
as preventing the occurrence of a





                                      -52-
<PAGE>   60



Default.  Nothing in this Article 10 shall have any effect on the right of the
Holders or the Trustee to accelerate the maturity of the Securities.

                 SECTION 10.12.  Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government Obligations held in trust under Article 8 by
the Trustee for the payment of principal of and interest on the Securities
shall not be subordinated to the prior payment of any Senior Indebtedness or
subject to the restrictions set forth in this Article 10, and none of the
Holders shall be obligated to pay over any such amount to the Company or any
holder of Senior Indebtedness of the Company or any other creditor of the
Company.

                 SECTION 10.13.  Trustee Entitled To Rely.  Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Holders shall be
entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section
10.02 are pending, (ii) upon a certificate of the liquidating trustee or agent
or other Person making such payment or distribution to the Trustee or to the
Holders or (iii) upon the Representatives for the holders of Senior
Indebtedness for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 10.  In the event that the
Trustee determines, in good faith, that evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article 10, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this Article 10,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.  The provisions of Sections 7.01 and 7.02 shall be
applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 10.

                 SECTION 10.14.  Trustee To Effectuate Subordination.  Each
Holder by accepting a Security authorizes and directs the Trustee on his, her
or its behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Holders and the holders
of Senior Indebtedness as provided in this Article 10 and appoints the Trustee
as attorney-in-fact for any and all such purposes.

                 SECTION 10.15.  Trustee Not Fiduciary for Holders of Senior
Indebtedness.  The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if
it shall mistakenly pay over or distribute to Holders or the Company or any
other Person money or assets to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article 10 or otherwise.

                 SECTION 10.16.  Reliance by Holders of Senior Indebtedness on
Subordination Provisions.  Each Holder by accepting a Security acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Securities, to acquire and continue to





                                      -53-
<PAGE>   61

hold, or to continue to hold, such Senior Indebtedness and such holder of
Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.


                                   ARTICLE 11

         SUBSIDIARY GUARANTIES; SUBORDINATION OF SUBSIDIARY GUARANTIES

                 SECTION 11.01.  Subsidiary Guaranties.  Subject to the
provisions of this Article 11, each Subsidiary Guarantor hereby unconditionally
guarantees to each Holder and to the Trustee on behalf of the Holders (i) the
due and punctual payment of principal of and interest on each Security when and
as the same shall become due and payable whether at the date of maturity or by
declaration of acceleration or otherwise, (ii) the due and punctual payment of
interest on the overdue principal of and interest, if any, on the Securities,
to the extent lawful, and (iii) the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee, all in accordance
with the terms of the Securities and this Indenture (the "Subsidiary
Guaranties").  In case of the failure of the Company punctually to make any
such principal or interest payment, the Subsidiary Guarantors hereby agree to
cause any such payment to be made punctually when and as the same shall become
due and payable, whether at the date of maturity or by declaration of
acceleration or otherwise, and as if such payment were made by the Company.
Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of and unaffected by the validity, regularity or
enforceability of the Securities or this Indenture, or of any amendment thereto
or hereto, the absence of any action to enforce the same, the waiver or consent
by any Holder or by the Trustee with respect to any provisions thereof or of
this Indenture, the recovery of any judgment against the Company or any action
to enforce the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a guarantor.  The Company hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger, insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest or notice with respect
to the Securities or the Indebtedness evidenced thereby and all demands
whatsoever, and covenants that the Subsidiary Guaranties will not be discharged
except by complete performance of the obligations contained in the Securities,
in this Indenture and pursuant to the Subsidiary Guaranties.  The Subsidiary
Guarantors further agree that, as between the Subsidiary Guarantors, on the one
hand, and Holders and the Trustee, on the other hand, (i) for purposes of the
Subsidiary Guaranties, the maturity of the obligations guaranteed by the
Subsidiary Guaranties may be accelerated as provided in Article 6,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed thereby, and (ii) in the
event of any acceleration of such obligations (whether or not due and payable),
such obligations shall forthwith become due and payable by the Subsidiary
Guarantors for purposes of the Subsidiary Guaranties.

                 The Subsidiary Guaranties shall continue to be effective or
shall be reinstated, as the case may be, if at any time any payment, or any
part thereof, of principal of or interest on any of the Securities is rescinded
or must otherwise be returned by the Holders or the Trustee upon the
insolvency, bankruptcy or reorganization of the Company or the Subsidiary
Guarantors or otherwise, all as though such payment had not been made.





                                      -54-
<PAGE>   62



                 The Subsidiary Guarantors shall be subrogated to all rights of
the Holders against the Company in respect of any amounts paid by the
Subsidiary Guarantors pursuant to the provisions of the Subsidiary Guaranties
or this Indenture; provided, however, that the Subsidiary Guarantors shall not
be entitled to enforce or to receive any payments until the principal of and
interest on all Securities issued hereunder shall have been paid in full.

                 The Subsidiary Guaranties are specifically designated by the
Subsidiary Guarantors as Indebtedness of the Subsidiary Guarantors for purposes
of this Indenture.

                 Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the obligations guaranteed
hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that
can be hereby guaranteed without rendering this Indenture, as it relates to
such Subsidiary Guarantor, voidable under the applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

                 SECTION 11.02.  Contribution.  In order to provide for just and
equitable contribution among the Subsidiary Guarantors, the Subsidiary
Guarantors agree, inter se, that in the event any payment or distribution is
made by a Subsidiary Guarantor (a "Funding Subsidiary Guarantor") under the
Guaranty, such Funding Subsidiary Guarantor shall be entitled to a contribution
form all other Subsidiary Guarantors in a pro rata amount based upon the
Adjusted Net Assets of each Subsidiary Guarantor (including the Funding
Subsidiary Guarantor) for all payments, damanges and expenses incurred by that
Funding Subsidiary Guarantor in discharging the Company's obligations with
respect to the Securities or any other Subsidiary Guarantor's obligations with
respect to the Guaranty.

                 "Adjusted Net Assets" of such Subsidiary Guarantor at any date
shall mean the lesser of the amount by which (x) the fair value of the property
of such Subsidiary Guarantor exceeds the total amount of liabilities,
including, without limitation, contingent liabilities (after giving effect to
all other fixed and contingent liabiities Incurred or assumed on such date),
but excluding liabilities under the Guaranty, of such Subsidiary Guarantor at
such date and (y) the present fair saleable value of the assets of such
Subsidiary Guarantor at such date exceeds the amount that will be required to
pay the probable liability of such Subsidiary Guarantor on its debts including,
without limitation, Senior Indebtedness of Subsidiary Guarantors (after giving
effect to all other fixed and contingent liabilities Incurred or assumed on
such date and after giving effect to any collection from any Subsidiary of such
Subsidiary Guarantor in respect of the obligations of such Subsidiary under the
Guaranty), excluding debt in respect of the Guaranty of such Subsidiary
Guarantor, as they become absolute and matured.

                 SECTION 11.03.  Agreement To Subordinate.  The Subsidiary
Guarantors agree, and each Holder, by accepting a Security, agrees, that the
Subsidiary Guaranties are subordinated in right of payment, to the extent and
in the manner provided in this Article 11, to the prior payment of all Senior
Indebtedness of Subsidiary Guarantors and that the subordination is for the
benefit of and enforceable by the holders of Senior Indebtedness of Subsidiary
Guarantors.  The Securities shall in all respects rank pari passu with all
other Senior Subordinated Indebtedness of Subsidiary Guarantors and only
Indebtedness of Subsidiary Guarantors which is Senior Indebtedness of
Subsidiary Guarantors shall rank senior to the Securities in accordance with
the provisions set forth herein.  All provisions of this Article 11 shall be
subject to Section 11.14.





                                      -55-
<PAGE>   63

                 SECTION 11.04.  Liquidation, Dissolution, Bankruptcy.  Upon any
payment or distribution of the assets of the Subsidiary Guarantors to creditors
upon a total or partial liquidation or a total or partial dissolution of the
Subsidiary Guarantors, or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Subsidiary Guarantors or
their property:

                 (1)  holders of Senior Indebtedness of Subsidiary Guarantors
         shall be entitled to receive payment in full of the Senior
         Indebtedness of Subsidiary Guarantors before Holders shall be entitled
         to receive any payment of principal of or interest on the Securities
         pursuant to the Subsidiary Guaranties; and

                 (2)  until the Senior Indebtedness of Subsidiary Guarantors is
         paid in full, any distribution to which Holders would be entitled but
         for this Article 11 shall be made to holders of Senior Indebtedness of
         Subsidiary Guarantors as their interests may appear, except that
         Holders may receive shares of stock and any debt securities that are
         subordinated to Senior Indebtedness of Subsidiary Guarantors to at
         least the same extent as under the Subsidiary Guaranties.

                 SECTION 11.05.  Default on Senior Indebtedness of Subsidiary
Guarantors.  The Subsidiary Guarantors may not pay the principal of or interest
on the Securities pursuant to the Subsidiary Guaranties if (i) any Senior
Indebtedness of Subsidiary Guarantors is not paid when due or (ii) any other
default on Senior Indebtedness of Subsidiary Guarantors occurs and the maturity
of such Senior Indebtedness of Subsidiary Guarantors is accelerated in
accordance with its terms unless, in either case, (a) the default has been
cured or waived and any such acceleration has been rescinded or (b) such Senior
Indebtedness of Subsidiary Guarantors has been paid in full.  During the
continuance of any default (other than a default described in clause (i) or
(ii) of the preceding sentence) with respect to any Designated Senior
Indebtedness of Subsidiary Guarantors pursuant to which the maturity thereof
may be accelerated immediately without further notice (except such notice as
may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Subsidiary Guarantors may not pay the Securities
for a period (a "Subsidiary Guarantors Payment Blockage Period") commencing
upon the receipt by the Subsidiary Guarantors and the Trustee of written notice
of such default from the Representative of any Designated Senior Indebtedness
of Subsidiary Guarantors specifying an election to effect a Subsidiary
Guarantors Payment Blockage Period (a "Subsidiary Guarantors Blockage Notice")
and ending 179 days thereafter (or earlier, if such Subsidiary Guarantors
Payment Blockage Period is terminated (i) by written notice to the Trustee and
the Subsidiary Guarantors from the Person or Persons who gave such Subsidiary
Guarantors Blockage Notice, (ii) by repayment in full of such Designated Senior
Indebtedness of Subsidiary Guarantors or (iii) because the default giving rise
to such Subsidiary Guarantors Blockage Notice is no longer continuing).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the first sentence of this Section
11.05), unless the holders of such Designated Senior Indebtedness of Subsidiary
Guarantors or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness of Subsidiary Guarantors, the
Subsidiary Guarantors may resume payments on the Securities pursuant to the
Subsidiary Guaranties after such Payment Blockage Period.  Not more than one
Subsidiary Guarantors Blockage Notice may be given in any consecutive 360-day
period, irrespective of the number of defaults with respect to Designated
Senior Indebtedness of Subsidiary Guarantors during such period.





                                      -56-
<PAGE>   64



                 SECTION 11.06.  Acceleration of Payment of Securities.  If
payment of the Securities is accelerated because of an Event of Default, the
Company shall promptly notify the holders of the Designated Senior Indebtedness
of Subsidiary Guarantors (or their Representatives) of the acceleration.

                 SECTION 11.07.  When Distribution Must Be Paid Over.  If a
distribution is made to Holders that because of this Article 11 should not have
been made to them, the Holders who receive the distribution shall hold it in
trust for holders of Senior Indebtedness of Subsidiary Guarantors and pay it
over to them as their interests may appear.

                 SECTION 11.08.  Subrogation.  After all Senior Indebtedness is
paid in full and until the Securities are paid in full, Holders shall be
subrogated to the rights of holders of Senior Indebtedness of Subsidiary
Guarantors to receive distributions applicable to Senior Indebtedness of
Subsidiary Guarantors.  A distribution made under this Article 11 to holders of
Senior Indebtedness of Subsidiary Guarantors which otherwise would have been
made to Holders is not, as between the Company and Holders, a payment by the
Subsidiary Guarantors on Senior Indebtedness of Subsidiary Guarantors.

                 SECTION 11.09.  Relative Rights.  This Article 11 defines the
relative rights of Holders and holders of Senior Indebtedness of Subsidiary
Guarantors.  Nothing in this Indenture shall:

                 (1)  impair, as between the Subsidiary Guarantors and Holders,
         the obligation of the Subsidiary Guarantors, which is absolute and
         unconditional, to pay principal of and interest on the Securities
         pursuant to the Subsidiary Guaranties in accordance with their terms;
         or

                 (2)  prevent the Trustee or any Holder from exercising its
         available remedies upon a Default, subject to the rights of holders of
         Senior Indebtedness of Subsidiary Guarantors to receive distributions
         otherwise payable to Holders.

                 SECTION 11.10.  Subordination May Not Be Impaired by the
Subsidiary Guarantors.  No right of any holder of Senior Indebtedness of
Subsidiary Guarantors to enforce the subordination of the Indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by
any Subsidiary Guarantor or by its failure to comply with this Indenture.

                 SECTION 11.11.  Rights of Trustee and Paying Agent.
Notwithstanding Section 11.05, the Trustee or Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 11.  The Subsidiary Guarantors, the Registrar or
co-registrar, the Paying Agent, a Representative of holders of, or holders
holding a majority of Senior Indebtedness may give the notice; provided,
however, that, if holders of Senior Indebtedness of Subsidiary Guarantors have
a Representative, only such Representative may give the notice.

                 The Trustee, in its individual or any other capacity, may hold
Senior Indebtedness of Subsidiary Guarantors with the same rights it would have
if it were not Trustee.





                                      -57-
<PAGE>   65

The Registrar and co-registrar and the Paying Agent may do the same with like
rights.  The Trustee shall be entitled to all the rights set forth in this
Article 11 with respect to any Senior Indebtedness of Subsidiary Guarantors
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness of Subsidiary Guarantors; and nothing in Article 7 shall
deprive the Trustee of any of its rights as such holder.  Nothing in this
Article 11 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.07.

                 SECTION 11.12.  Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of Subsidiary Guarantors, the distribution may be made and the
notice given to their Representative (if any).

                 SECTION 11.13.  Article 11 Not To Prevent Events of Default or
Limit Right To Accelerate.  The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 11 shall not be construed
as preventing the occurrence of a Default.  Nothing in this Article 11 shall
have any effect on the right of the Holders or the Trustee to accelerate the
maturity of the Securities.

                 SECTION 11.14.  Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government Obligations held in trust under Article 8 by
the Trustee for the payment of principal of and interest on the Securities
shall not be subordinated to the prior payment of any Senior Indebtedness or
subject to the restrictions set forth in this Article 11, and none of the
Holders shall be obligated to pay over any such amount to the Subsidiary
Guarantors or any holder of Senior Indebtedness of Subsidiary Guarantors or any
other creditor of the Subsidiary Guarantors.

                 SECTION 11.15.  Trustee Entitled To Rely.  Upon any payment or
distribution pursuant to this Article 11, the Trustee and the Holders shall be
entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section
11.04 are pending, (ii) upon a certificate of the liquidating trustee or agent
or other Person making such payment or distribution to the Trustee or to the
Holders, or (iii) upon the Representatives for the holders of Senior
Indebtedness of Subsidiary Guarantors for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness of Subsidiary Guarantors and other Indebtedness of the
Subsidiary Guarantors, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article 11.  In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness of Subsidiary Guarantors to participate in any payment or
distribution pursuant to this Article 11, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness of Subsidiary Guarantors held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 11, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.  The provisions of Sections 7.01 and 7.02 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 11.





                                      -58-
<PAGE>   66



                 SECTION 11.16.  Trustee To Effectuate Subordination.  Each
Holder by accepting a Security authorizes and directs the Trustee on its behalf
to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior
Indebtedness of Subsidiary Guarantors as provided in this Article 11 and
appoints the Trustee as attorney-in-fact for any and all such purposes.

                 SECTION 11.17.  Trustee Not Fiduciary for Holders of Senior
Indebtedness of Subsidiary Guarantors.  The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness of Subsidiary
Guarantors and shall not be liable to any such holders if it shall mistakenly
pay over or distribute to Holders or the Subsidiary Guarantors or any other
Person money or assets to which any holders of Senior Indebtedness of
Subsidiary Guarantors shall be entitled by virtue of this Article 11 or
otherwise.

                 SECTION 11.18.  Reliance by Holders of Senior Indebtedness of
Subsidiary Guarantors on Subordination Provisions.  Each Holder by accepting a
Security acknowledges and agrees that the foregoing subordination provisions
are, and are intended to be, an inducement and a consideration to each holder
of any Senior Indebtedness of Subsidiary Guarantors, whether such Senior
Indebtedness of Subsidiary Guarantors was created or acquired before or after
the issuance of the Securities, to acquire and continue to hold, or to continue
to hold, such Senior Indebtedness of Subsidiary Guarantors and such holder of
Senior Indebtedness of Subsidiary Guarantors shall be deemed conclusively to
have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness of Subsidiary
Guarantors.

                 SECTION 11.19.  Release of Subsidiary Guarantor.  This
Subsidiary Guaranty as to any Subsidiary Guarantor other than the Guarantor
shall terminate and be of no further force or effect on the sale or other
transfer (i) by such Subsidiary Guarantor of all or substantially all of its
assets in compliance with the terms of this Indenture or (ii) by the Company of
all of its stock or other equity interests in such Subsidiary Guarantor, in
each case to a Person that is not an Affiliate of the Company; provided,
however, that such sale or transfer shall be deemed to constitute an Asset
Disposition and the Company shall comply with all applicable provisions of
Section 4.06 with respect to such Asset Disposition.


                                  ARTICLE 12

                                MISCELLANEOUS

                 SECTION 12.01.  Trust Indenture Act Controls.  If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of, Sections 310 to 318, inclusive, of
the TIA, such imposed duties or incorporated provision shall control.  If any
provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or excluded, as the case may be.

                 SECTION 12.02.  Notices.  Any notice or communication shall be
in writing and delivered in person or mailed by first-class mail addressed as
follows:





                                      -59-
<PAGE>   67

                 If to the Company or any Subsidiary Guarantor:

                          U.S. Can Corporation
                          900 Commerce Drive
                          Oak Brook, Illinois  60521
                          Attention: Timothy W. Stonich

                 With a copy to:

                          Ross & Hardies
                          150 North Michigan Avenue
                          Chicago, Illinois 60601
                          Attention: Lawrence R. Samuels, Esq.

                 If to the Trustee:

                          Harris Trust & Savings Bank
                          Attention:  Indenture Trust Administration
                          311 West Monroe, 12th Floor
                          Chicago, IL 60606

                 If to the Paying Agent:

                          Harris Trust & Savings Bank
                          Attention:  Indenture Trust Administration
                          311 West Monroe, 12th Floor
                          Chicago, IL 60606

                 The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                 Any notice or communication mailed to a Holder shall be mailed
to the Holder at the Holder's address as it appears on the registration books
of the Registrar and shall be sufficiently given if so mailed within the time
prescribed.

                 Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.
If a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.  If the Company or a
Subsidiary Guarantor mails a notice or communication to Holders, it shall mail
a copy to the Trustee and each Paying Agent at the same time.

                 SECTION 12.03.  Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA Section  312(b) with other Holders with
respect to their rights under this Indenture or the Securities.  The Company,
the Trustee, the Registrar and anyone else shall have the protection of TIA
Section  312(c).

                 SECTION 12.04.  Certificate and Opinion as to Conditions
Precedent.  Upon any request or application by the Company to the Trustee to
take or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:





                                      -60-
<PAGE>   68



                 (1)  an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee and complying with Section 12.05 stating
         that, in the opinion of the signers, all conditions precedent, if any,
         provided for in this Indenture relating to the proposed action have
         been complied with; and

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

                 SECTION 12.05.  Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than a certificate pursuant to
Section 3.14(a)(4) of the TIA) shall comply with the provisions of Section
3.14(e) of the TIA and shall include:

                 (1)  a statement that the individual 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 individual, he
         or she or such individual has made such examination or investigation
         as is necessary to enable him or her to express an informed opinion as
         to whether or not such covenant or condition has been complied with;
         and

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

                 SECTION 12.06.  When Securities Disregarded.  In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person, directly or indirectly, controlling or controlled by or
under, direct or indirect, common control with the Company shall be disregarded
and deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee has actual knowledge to be so
owned shall be so disregarded.  Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

                 SECTION 12.07.  Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of Holders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

                 SECTION 12.08.  Legal Holidays.  A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to
be open in the State of New York or the State of Illinois.  If a payment date
is a Legal Holiday, payment shall be made on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.
If a regular record date is a Legal Holiday, the record date shall not be
affected.





                                      -61-
<PAGE>   69

                 SECTION 12.09.  GOVERNING LAW.  THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

                 SECTION 12.10.  No Recourse Against Others.  A director,
officer, employee or stockholder, as such, of the Company, the Subsidiary
Guarantors or the Trustee shall not have any liability for any obligations of
the Company, the Subsidiary Guarantors or the Trustee (as the case may be)
under the Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation.  By accepting a Security,
each Holder shall waive and release all such liability.  The waiver and release
shall be part of the consideration for the issue of the Securities.

                 SECTION 12.11.  Successors.  All agreements of each of the
Company and the Subsidiary Guarantors in this Indenture and the Securities
shall bind its successors.  All agreements of the Trustee in this Indenture
shall bind its successors.

                 SECTION 12.12.  Multiple Originals.  The parties may sign any
number of copies of this Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.  One signed copy is enough
to prove this Indenture.

                 SECTION 12.13.  Table of Contents; Headings.  The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

                 SECTION 12.14.  Severability.  In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.





                                      -62-
<PAGE>   70



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

                                     U.S. CAN CORPORATION
                                   
                                   
                                     by  /s/ Timothy W. Stonich
                                              
                                     ----------------------------------------
                                     Name:  Timothy W. Stonich
                                     Title:  Executive Vice President,
                                             Finance, Chief Financial
                                             Officer and Secretary
                                   
                                   
                                     UNITED STATES CAN COMPANY
                                   
                                   
                                     by  /s/ Timothy W. Stonich

                                     ----------------------------------------
                                     Name:  Timothy W. Stonich
                                     Title:  Executive Vice President,
                                             Finance, Chief Financial
                                             Officer and Secretary
                                   
                                   
                                     HARRIS TRUST AND SAVINGS BANK,
                                     as Trustee
                                   
                                     by  /s/ J. Bartolini
                                     
                                     ----------------------------------------
                                     Name:  J. Bartolini
                                     Title:  Vice President
                                   
                                   
                                   


                                  [Indenture]
<PAGE>   71

                                                                       EXHIBIT A

                        [FORM OF FACE OF INITIAL NOTES]

                 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                 [Restricted Security Legend]

                 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY PURCHASING
THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE THIRD ANNIVERSARY
OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY
HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS
PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) OR (4) TO AN
INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT
IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION,
AND A CERTIFICATE IN THE FORM ATTACHED TO THIS SECURITY IS DELIVERED BY THE
TRANSFEREE TO THE COMPANY AND THE TRUSTEE, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  AN INSTITUTIONAL
ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE





                                      -1-
<PAGE>   72

COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY
REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES
WITH THE FOREGOING RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN
INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT AND THAT IS HOLDING THIS SECURITY FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE
REQUIREMENTS OF PARAGRAPH (0)(2) OF RULE 902 UNDER) REGULATION S UNDER THE
SECURITIES ACT.





                                      -2-
<PAGE>   73



                                        CUSIP NO.
No.                                     $

                   10-1/8% SENIOR SUBORDINATED NOTES DUE 2006

  U.S. Can Corporation, a Delaware corporation, promises to pay to
______________________________, or registered assigns, the principal sum of
________________________________________________________________ on

                 Interest Payment Dates:  April 15 and October 15

                 Record Dates: April 1 and October 1

                 Additional provisions of this Security are set forth on the
other side of this Security.


Dated:

                                        U.S. CAN CORPORATION

                                        by: ______________________________
                                            President
        


                                        by: ______________________________
                                            Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                                        HARRIS TRUST AND SAVINGS BANK
                                        as Trustee, certifies that this is one
                                        of the Securities referred to in the 
                                        Indenture.

[seal]

                                        by: __________________________
                                            Authorized Signatory





                                      -3-
<PAGE>   74

                    [FORM OF REVERSE SIDE OF INITIAL NOTES]

                   10-1/8% Senior Subordinated Note Due 2006

1.       Interest

                 U.S. Can Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on
the principal amount of this Security (the "Security") at the rate per annum
shown above.  The Company will pay interest semiannually on April 15 and
October 15 of each year.  Interest on the Securities will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the Issue Date.  Interest will be computed on the basis of a 360-day year
of 12 30-day months.  The Company shall pay interest on overdue principal at
the rate borne by the Securities plus 1% per annum, and it shall pay interest
on overdue installments of interest at the same rate to the extent lawful.

2.       Special Interest

                 The holder of this Security is entitled to the benefits of a
Registration Rights Agreement, dated as of October 17, 1996, among the Company,
United States Can Company (the "Guarantor") and the Initial Purchasers (the
"Registration Agreement").  Pursuant to the Registration Agreement, the Company
and the Guarantor have agreed as follows:

                          (1)  If neither a registration statement (the
         "Exchange Offer Registration Statement") in respect of a registed
         offered to exchange the Securities (the "Exchange Offer") nor a
         registration statement permitting public resale of the Securities (the
         "Shelf Registration Statement") has been filed on or prior to the 60th
         day (the "Filing Date") after the date the Initial Notes were issued
         (the "Issue Date"), then, commencing on the 61st day after the Issue
         Date, additional interest on the Securities ("Liquidated Damages")
         shall accrue on the Securities over and above the stated interest at a
         rate of 0.50% per annum of the principal amount of the Securities for
         the first 90 days immediately following the Filing Date, such
         Liquidated Damages rate increasing by an additional 0.25% per annum of
         the principal amount of the Securities at the beginning of each
         subsequent 90-day period;

                          (2)  If the Exchange Offer Registration Statement
         is not declared effective by the SEC on or prior to the 120th day (the
         "Effectiveness Date") after the Issue Date, then, commencing on the
         121st day after the Issue Date, Liquidated Damages shall accrue on the
         Securities included or which should have been included in such
         Registration Statement over and above the stated interest at a rate of
         0.50% per annum of the principal amount of the Securities for the
         first 90 days immediately following the Effectiveness Date, such
         Liquidated Damages increasing by an additional 0.25% per annum of the
         principal amount of the Securities at the beginning of each subsequent
         90-day period; and

                          (3)  If (A) the Exchange Offer has not been
         consummated, and the Shelf Registration Statement has not been
         declared effective by the SEC, on or prior to the 150th day after the
         Issue Date or (B) the Exchange Offer Registration Statement or, if
         applicable, the Shelf Registration Statement has been declared
         effective and such Registration Statement ceases to be effective at
         any time during the periods specified in the Registration Rights
         Agreement (unless all the Securities have previously been sold
         thereunder), then Liquidated Damages shall accrue (over and above any
         interest otherwise payable on such Securities) at a rate of 0.50% per
         annum of





                                      -4-
<PAGE>   75



         the principal amount of the Securities for the first 90 days
         commencing on (x) the 151st day after the Issue Date with respect to
         the Securities validly tendered and not exchanged by the Company, in
         the case of (A) above, or (y) the day such Exchange Offer Registration
         Statement or Shelf Registration Statement ceases to be effective in
         the case of (B) above, such Liquidated Damages rate increasing by an
         additional 0.25% per annum of the principal amount of the Securities
         at the beginning of each such subsequent 90-day period (it being
         understood and agreed that, in the case of (B) above, so long as any
         Security is then covered by an effective Shelf Registration Statement,
         no Liquidated Damages shall accrue on such Security);

provided, however, that the Liquidated Damages rate on any affected Security
may not exceed at any one time in the aggregate 2.0% per annum of the principal
amount of the Securities; and provided further, that (1) upon the filing of the
Exchange Offer Registration Statement or a Shelf Registration Statement (in the
case of clause (1) of this Section 2), (2) upon the effectiveness of the
Exchange Offer Registration Statement (in the case of clause (2) of this
Section 2), or (3) upon the exchange of all Securities tendered or the
effectiveness of the Shelf Registration Statement (in the case of clause (3)(A)
of this Section 2), or upon the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration Statement which had ceased to
remain effective (in the case of clause (3)(B) of this Section 2), Liquidated
Damages on the affected Securities as a result of such clause (or the relevant
subclause thereof), as the case may be, shall cease to accrue.

3.       Method of Payment

                 The Company will pay interest on the Securities (except
defaulted interest) to the persons who are registered holders of Securities
(each, a "Holder") at the close of business on the April 1 or October 1 next
preceding the interest payment date even if Securities are concealed after the
record date and on or before the interest payment date.  Holders must surrender
Securities to an office or agency where Securities may be presented for payment
(the "Paying Agent") to collect principal payments.  The Company will pay
principal and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check payable in such
money.  It may mail an interest check to a Holder's registered address.

4.       Paying Agent and Registrar

                 Initially, Harris Trust and Savings Bank, an Illinois banking
corporation ("Trustee"), will act as Paying Agent and the office or agency
where Securities may be presented for registration or transfer or for exchange
(the "Registrar").  The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice.  The Company or any of its
domestically incorporated wholly owned subsidiaries may act as Paying Agent,
Registrar or co-registrar.

5.       Indenture

                 The Company issued the Securities under an Indenture dated as
of October 17, 1996 (the "Indenture"), between the Company, the Guarantor and
the Trustee.  The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. Section Section  77aaa-77bbbb) as in effect on the date of the
Indenture (the "Act").  Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture.  The Securities are
subject to all such terms, and Holders are referred to the Indenture and the
Act for a statement of those terms.





                                      -5-
<PAGE>   76

                 The Securities are general unsecured obligations of the
Company limited to $275,000,000 aggregate principal amount (subject to Section
2.07 of the Indenture).  This Security is one of the Initial Notes referred to
in the Indenture.  The Securities include the Initial Notes and any notes
issued in exchange for the Initial Notes pursuant to the Registration Rights
Agreement (the "Exchange Notes").  The Initial Notes and the Exchange Notes are
treated as a single class of securities under the Indenture.  The Indenture
imposes certain limitations on the Company and the Restricted Subsidiaries,
including the Incurrence of additional Indebtedness, payment of dividends or
other distributions with respect to Capital Stock of the Company, sale of
assets of the Company or its Restricted Subsidiaries, or restrictions on the
ability of any Restricted Subsidiary to pay dividends or make any other
distributions in respect of its Capital Stock.  In addition, the Indenture
contains certain covenants that, among other things, limit the ability of the
Company and its Subsidiary Guarantors to Incur Indebtedness which is senior to
or ranks pari passu with the Securities or the Subsidiary Guaranties, as the
case may be, create certain Liens, or enter into certain mergers and
consolidations.

                 The payment of principal and interest on the Securities is
unconditionally guaranteed on a senior subordinated and unsecured basis by the
Subsidiary Guarantors.

6.       Optional Redemption

                 Except as set forth in paragraphs 7 and 8, the Securities may
not be redeemed prior to October 15, 2001.  On and after that date, the Company
may redeem the Securities in whole at any time or in part from time to time at
the following redemption prices (expressed in percentages of principal amount),
plus accrued interest to the redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the related
interest payment date):

                 if redeemed during the 12-month period beginning October 15 
of the years below.

<TABLE>
<CAPTION>
                 Year                                       Percentage
                 ----                                       ----------
                 <S>                                          <C>
                 2001 . . . . . . . . . . . . . . . . . . .   105.063%
                 2002 . . . . . . . . . . . . . . . . . . .   103.375%
                 2003 . . . . . . . . . . . . . . . . . . .   101.688%
                 2004 and thereafter  . . . . . . . . . . .   100.000%
</TABLE>

                 In the case of any partial redemption, selection of the
Securities for redemption will be made by the Trustee on a pro rata basis, by
lot or by such other method as the Trustee, in its sole discretion, shall deem
to be fair and appropriate (and which complies with applicable legal and
securities exchange requirements), although no Security of $1,000 in original
principal amount or less will be redeemed in part.  If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall
state the portion of the principal amount thereof to be redeemed.  A new
Security in principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original
Security.

7.       Notice of Redemption

                 A notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at such





                                      -6-
<PAGE>   77



Holder's registered address.  Securities in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000.  If money
sufficient to pay the redemption price of and accrued interest on all
Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to
accrue on such Securities (or such portions thereof) called for redemption.

8.       Put Provisions

                 Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions, to cause the Company to repurchase
all or any part of the Securities of such Holder at a repurchase price equal to
101% of the principal amount of the Securities to be repurchased plus accrued
interest to the date of repurchase (subject to the right of holders of record
in the relevant record date to receive interest due on the related interest
payment date) as provided in, and subject to the terms of, the Indenture.

9.       Subordination

                 The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture, and the Subsidiary Guaranties are subordinated to
Senior Indebtedness of the Subsidiary Guarantors, as defined in the Indenture.
To the extent provided in the Indenture, Senior Indebtedness or Senior
Indebtedness of the Subsidiary Guarantors must be paid before the Securities
may be paid.  The Company and the Subsidiary Guarantors agree, and each Holder
by accepting a Security agrees, to the subordination provisions contained in
the Indenture and authorizes the Trustee to give effect to such provisions and
appoints the Trustee as attorney-in-fact for such purpose.

10.      Denominations; Transfer; Exchange

                 The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000.  A Holder may transfer
or exchange Securities in accordance with the Indenture.  The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture.  The Registrar need not register the transfer of or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.

11.      Persons Deemed Owners

                 The registered Holder of this Security may be treated as the
owner of it for all purposes.

12.      Unclaimed Money

                 If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates
another Person.  After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.





                                      -7-
<PAGE>   78

13.      Discharge and Defeasance

                 Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee payment of principal and interest on
the Securities to redemption or maturity, as the case may be.

14.      Amendment, Waiver

                 Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the
Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal
amount outstanding of the Securities.  Subject to certain exceptions set forth
in the Indenture, without the consent of any Holder, the Company and the
Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company, or to comply with any
request of the SEC in connection with qualifying the Indenture under the Act,
or to make certain changes in the subordination provisions, or to make any
change that does not adversely affect the rights of any Holder.

15.      Defaults and Remedies

                 Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption, upon declaration or
otherwise, or failure by the Company and the Subsidiary Guarantor to redeem or
purchase Securities when required; (iii) failure by the Company or the
Subsidiary Guarantor to comply with the provisions of Section 5.01 of the
Indenture; (iv) failure by the Company or any Subsidiary Guarantor to comply
with certain other sections of the Indenture; (v) failure by the Company or any
Subsidiary Guarantor to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice and lapse of time; (vi) certain
accelerations (including failure to pay within any grace period after final
maturity) of other Indebtedness of the Company if the amount accelerated (or so
unpaid) exceeds $10 million and the default continues for 10 days; (vii)
certain events of bankruptcy or insolvency with respect to the Company and any
Subsidiary Guarantor or any Foreign Significant Subsidiary; (viii) certain
judgments or decrees for the payment of money in excess of $10 million; (ix)
any Subsidiary Guaranty is held to be unenforceable or is valid or ceases to be
in full force and effect; (x) the Required Redemption has not been consummated;
(xi) the Company breaches any provision or otherwise does not comply with the
Escrow Agreement, or such agreement is held unenforceable, invalid or ceases
for any reason to be in full force and effect (except as a result of the
complete performance thereof).  If an Event of Default (other than certain
Events of Default specified in (vii) above) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities
may, by notice to the Company, declare the principal amount of and accrued
interest on the Securities to be due and payable immediately upon the
occurrence of such Event of Default.

                 Holders may not enforce the Indenture or the Securities except
as provided in the Indenture.  The Trustee may refuse to enforce the Indenture
or the Securities unless it receives reasonable indemnity or security.  Subject
to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Holders notice of any continuing Default





                                      -8-
<PAGE>   79



(except a Default in payment of principal or interest) if it determines that
withholding notice is in the interest of the Holders.

16.      Trustee Dealings with the Company

                 Subject to certain limitations imposed by the Act, the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

17.      No Recourse Against Others

                 A director, officer, employee or stockholder, as such, of the
Company, any Subsidiary Guarantor or the Trustee shall not have any liability
for any obligations of the Company, any Subsidiary Guarantor or the Trustee
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation.  By accepting a Security,
each Holder waives and releases all such liability.  The waiver and release are
part of the consideration for the issue of the Securities.

18.      Authentication

                 This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19.      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 rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20.      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 Securities and has directed the Trustee to 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 Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                 THE COMPANY WILL FURNISH TO ANY HOLDER, UPON WRITTEN REQUEST
AND WITHOUT CHARGE TO THE HOLDER, A COPY OF THE INDENTURE WHICH HAS IN IT THE
TEXT OF THIS SECURITY IN LARGER TYPE.  REQUESTS MAY BE MADE TO:  U.S. CAN
CORPORATION, 900 COMMERCE DRIVE, OAK BROOK, ILLINOIS 60521, ATTENTION: CHIEF
FINANCIAL OFFICER.

________________________________________________________________________________





                                      -9-
<PAGE>   80

            [FORM OF NOTATION ON INITIAL NOTE RELATING TO GUARANTY]

                          SENIOR SUBORDINATED GUARANTY



                 UNITED STATES CAN COMPANY (the "Guarantor") has
unconditionally guaranteed on a senior subordinated basis (such guaranty by
each Guarantor being referred to herein as the "Guaranty") (i) the due and
punctual payment of the principal of and interest on the Securities, whether at
maturity, by acceleration or otherwise, the due and punctual payment of
interest on the overdue principal and interest, if any, on the Securities, to
the extent lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms set forth in Article 11 of the Indenture and (ii) in case of any
extension of time of payment or renewal of any Securities or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.

                 The obligations of the Guarantor to the Holders and to the
Trustee pursuant to the Guaranty and the Indenture are expressly set forth and
are expressly subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness of Subsidiary Guarantors to the extent and
in the manner provided in Article 11 of the Indenture, and reference is hereby
made to such Indenture for the precise terms of the Guaranty therein made.

                 No director, officer, employee or stockholder, as such, of any
of the Subsidiary Guarantors shall have any liability under the Guaranty of
such Subsidiary Guarantor by reason of such person's status as director,
officer, employee or stockholder.  Each Holder of a Security by accepting a
Security waives and releases all such liability.  The waiver and release are
part of the consideration for the issuance of the Guaranty.

                 The Guaranty shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities upon which the
Guaranty is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized signatories.


                                        UNITED STATES CAN COMPANY



                                        
                                        By:_____________________________
                                           Name:
                                           Title:
                                        
                                        
                                        
                                        

                                      -10-
<PAGE>   81



                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint ______________________________________________________
agent to transfer this Security 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 other side of this Security.


Signature Guaranty:_____________________________________________________________
                        (Signature must be guaranteed by a member firm of the 
                        New York Stock Exchange or a commercial bank or trust
                        company)





                                      -11-
<PAGE>   82

                 In connection with any transfer of any of the Securities
evidenced by this certificate occurring prior to the date that is three years
after the later of the date of original issuance of such Securities and the
last date, if any, on which such Securities were owned by the Company or any
Affiliate of the Company, the undersigned confirms that such Securities are
being transferred:

(CHECK ONE BOX BELOW)

         (1)  / /  to the Company or a subsidiary thereof
                                                         
               
         (2)  / /  to an institutional "accredited investor" (as
                   defined in rule 501(a)(1), (2), (3) or (7) under the 
                   Securities Act of 1933, as amended) that has furnished to the
                   Holder a signed letter containing certain representations 
                   and agreements (the form of which letter can be obtained
                   from the Trustee)
               
         (3)  / /  pursuant to effective registration statement under the 
                   Securities Act of 1933, as amended
               
         (4)  / /  inside the United States to a "qualified institutional 
                   buyer" (as defined in Rule 144A under the Securities Act of
                   1933, as amended) that purchases for its own account or for 
                   the account of a qualified institutional buyer to whom 
                   notice is given that such transfer is being made in 
                   reliance on Rule 144A, in each case, pursuant to and in 
                   compliance with Rule 144A under the Securities Act of 1933,
                   as amended
               
         (5)  / /  outside the United States in an offshore transaction to a 
                   "foreign person" in accordance with Rule 904 of Regulation S
                   under the Securities Act of 1933, as amended
               
         (6)  / /  pursuant to the exemption from registration provided by 
                   Rule 144 under the Securities Act of 1933, as amended
               
               
         (7)  / /  pursuant to another available exemption from the 
                   registration requirements of the Securities Act of 1933, as
                   amended

                 Unless one of the boxes is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered holder thereof; provided, however, that if box
(2), (5), (6) or (7) is checked, the Trustee may require, prior to registering
any such transfer of the Securities such legal opinions, certifications and
other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, as
amended, such as the exemption provided by Rule 144 under such Securities Act
of 1933, as amended.

                                           ___________________________
                                                   Signature





                                      -12-
<PAGE>   83



              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED

                 The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended, and is aware that the sale to it
is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and
that it is aware that the transferor is relying upon the undersigned's
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


Date: ________________            ___________________________________________
       
                                         NOTICE:   To be executed by an
                                                   executive officer





                                      -13-
<PAGE>   84

                     [TO BE ATTACHED TO GLOBAL SECURITIES]


             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

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


<TABLE>
   <S>                 <C>                 <C>                 <C>                 <C>
   Date of Exchange    Amount of decrease  Amount of Increase  Principal Amount    Signature of
                       in Principal        in Principal        [at Maturity] of    authorized officer
                       Amount [at          Amount [at          this Global         of Trustee or
                       Maturity] of this   Maturity] of this   Security following  Securities
                       Global Security     Global Security     such decrease or    Custodian
                                                               increase
</TABLE>





                                      -14-
<PAGE>   85



                       OPTION OF HOLDER TO ELECT PURCHASE

                 If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 or 4.08 of the Indenture, check the box:

                                     / /

                 If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture,
state the amount: $_________________

Date:  ______________  Your Signature:  _______________________________________
                                        (Sign exactly as your name appears on
                                        the other side of the Security)

Signature Guaranty:  __________________________________________________________
                        (Signature must be guaranteed by a member firm of the 
                        New York Stock Exchange or a commercial bank or trust
                        company)





                                      -15-
<PAGE>   86
                                                                       EXHIBIT B

                        [FORM OF FACE OF EXCHANGE NOTE]

                 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.





<PAGE>   87

No.                                                     $
                                                        CUSIP No.:


              SERIES B 10-1/8% SENIOR SUBORDINATED NOTES DUE 2006


         U.S. Can Corporation, a Delaware corporation, promises to pay to
_____________________________, or registered assigns, the principal sum of
____________________________________________________________________ on

                 Interest Payment Dates: April 15 and October 15

                 Record Dates: April 1 and October 1

                 Additional provisions of this Security are set forth on the
other side of this Security.


Dated:                                     U.S. CAN CORPORATION

                                           by: _________________________
                                                   President

                                           by: _________________________
                                                   Secretary


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                                           HARRIS TRUST AND SAVINGS BANK
                                           as Trustee, certifies that this is 
                                           one of the Securities referred to 
                                           in the Indenture.

[seal]

                                           by: _______________________________
                                                   Authorized Signatory





                                      -2-
<PAGE>   88


                    [FORM OF REVERSE SIDE OF EXCHANGE NOTE]

              SERIES B 10-1/8% SENIOR SUBORDINATED NOTES DUE 2006


1.       Interest

                 U.S. Can Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on
the principal amount of this Security at the rate per annum shown above.  The
Company will pay interest semiannually on April 15 and October 15 of each year.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the Issue Date.
Interest will be computed on the basis of a 360-day year of 12 30-day months.
The Company shall pay interest on overdue principal at the rate borne by the
Securities plus 1% per annum, and it shall pay interest on overdue installments
of interest at the same rate to the extent lawful.

2.       Method of Payment

                 The Company will pay interest on the Securities (except
defaulted interest) to the persons who are registered holders of Securities
("Holder" or "Holder") at the close of business on the April 1 or October 1
next preceding the interest payment date even if Securities are concealed after
the record date and on or before the interest payment date.  Holders must
surrender Securities to an office or agency where Securities may be presented
for payment (the "Paying Agent") to collect principal payments.  The Company
will pay principal and interest in money of the United States of America that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check payable in such
money.  It may mail an interest check to a Holder's registered address.

3.       Paying Agent and Registrar

                 Initially, Harris Trust and Savings Bank, an Illinois banking
corporation ("Trustee"), will act as Paying Agent and the office or agency
where Securities may be presented for registration or transfer or for exchange
(the "Registrar").  The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice.  The Company or any of its
domestically incorporated wholly owned subsidiaries may act as Paying Agent,
Registrar or co-registrar.

4.       Indenture

                 The Company issued the Securities under an Indenture dated as
of October __, 1996 (the "Indenture"), between the Company, United States Can
Company (the "Guarantor") and the Trustee.  The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. Section Section  77aaa-77bbbb) as
in effect on the date of the Indenture (the "Act").  Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture.  The Securities are subject to all such terms, and Holders are
referred to the Indenture and the Act for a statement of those terms.

                 The Securities are general unsecured obligations of the
Company limited to $275,000,000 aggregate principal amount (subject to Section
2.07 of the Indenture).  This Security is one of 10-1/8% Series B Senior
Subordinated Notes due 2006 (the "Exchange





                                      -3-
<PAGE>   89

Notes") referred to in the Indenture.  The Securities include the 10-1/8%
Senior Subordinated Notes due 2006 originally issued under the Indenture (the
"Initial Notes")  and any Exchange Notes issued in exchange for the Initial
Notes.  The Initial Notes and the Exchange Notes are treated as a single class
of securities under the Indenture.  The Indenture imposes certain limitations
on the Company and the Restricted Subsidiaries, including the Incurrence of
additional Indebtedness, payment of dividends or other distributions with
respect to Capital Stock of the Company, sale of assets of the Company or its
Restricted Subsidiaries, or restrictions on the ability of any Restricted
Subsidiary to pay dividends or make any other distributions in respect of its
Capital Stock.  In addition, the Indenture contains certain covenants that,
among other things, limit the ability of the Company and its Subsidiary
Guarantors to Incur Indebtedness which is senior to or ranks pari passu with
the Securities or the Subsidiary Guaranties, as the case may be, create certain
Liens, or enter into certain mergers and consolidations.

                 The payment of principal and interest on the Securities is
unconditionally guaranteed on a senior subordinated and unsecured basis by the
Subsidiary Guarantors.

5.       Optional Redemption

                 Except as set forth in paragraphs 6 and 7, the Securities may
not be redeemed prior to October, 2001.  On and after that date, the Company
may redeem the Securities in whole at any time or in part from time to time at
the following redemption prices (expressed in percentages of principal amount),
plus accrued interest to the redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the related
interest payment date):

                 if redeemed during the 12-month period beginning October 15 
of the years below.

<TABLE>
<CAPTION>
                 Year                                       Percentage
                 ----                                       ----------
                 <S>                                          <C>
                 2001  . . . . . . . . . . . . . . . . . . .  105.063%
                 2002  . . . . . . . . . . . . . . . . . . .  103.375%
                 2003  . . . . . . . . . . . . . . . . . . .  101.688%
                 2004 and thereafter . . . . . . . . . . . .  100.000%
</TABLE>

                 In the case of any partial redemption, selection of the
Securities for redemption will be made by the Trustee on a pro rata basis, by
lot or by such other method as the Trustee, in its sole discretion, shall deem
to be fair and appropriate (and which complies with applicable legal and
securities exchange requirements), although no Security of $1,000 in original
principal amount or less will be redeemed in part.  If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall
state the portion of the principal amount thereof to be redeemed.  A new
Security in principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original
Security.

6.       Notice of Redemption

                 A notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at such Holder's registered address.  Securities in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000.  If money sufficient to pay the redemption price of and accrued
interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date





                                      -4-
<PAGE>   90


and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.

7.       Put Provisions

                 Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions, to cause the Company to repurchase
all or any part of the Securities of such Holder at a repurchase price equal to
101% of the principal amount of the Securities to be repurchased plus accrued
interest to the date of repurchase (subject to the right of holders of record
on the relevant record date to receive interest due on the related interest
payment date) as provided in, and subject to the terms of, the Indenture.

8.       Subordination

                 The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture, and the Subsidiary Guaranties are subordinated to
Senior Indebtedness of Subsidiary Guarantors, as defined in the Indenture.  To
the extent provided in the Indenture, Senior Indebtedness or Senior
Indebtedness of Subsidiary Guarantors must be paid before the Securities may be
paid.  The Company and the Subsidiary Guarantors agree, and each Holder by
accepting a Security agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give effect to such provisions and
appoints the Trustee as attorney-in-fact for such purpose.

9.       Denominations; Transfer; Exchange

                 The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000.  A Holder may transfer
or exchange Securities in accordance with the Indenture.  The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture.  The Registrar need not register the transfer of or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.

10.      Persons Deemed Owners

                 The registered Holder of this Security may be treated as the
owner of it for all purposes.

11.      Unclaimed Money

                 If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates
another Person.  After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.

12.      Discharge and Defeasance

                 Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee payment of principal and interest on
the Securities to redemption or maturity, as the case may be.





                                      -5-
<PAGE>   91

13.      Amendment, Waiver

                 Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the
Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal
amount outstanding of the Securities.  Subject to certain exceptions set forth
in the Indenture, without the consent of any Holder, the Company, the
Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities
to cure any ambiguity, omission, defect or inconsistency, or to comply with
Article 5 of the Indenture, or to provide for uncertificated Securities in
addition to or in place of certificated Securities, or to add guarantees with
respect to the Securities or to secure the Securities, or to add additional
covenants or surrender rights and powers conferred on the Company, or to comply
with any request of the SEC in connection with qualifying the Indenture under
the Act, or to make certain changes in the subordination provisions, or to make
any change that does not adversely affect the rights of any Holder.

14.      Defaults and Remedies

                 Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption, upon declaration or
otherwise, or failure by the Company and the Subsidiary Guarantor to redeem or
purchase Securities when required; (iii) failure by the Company or the
Subsidiary Guarantor to comply with the provisions of Section 5.01 of the
Indenture; (iv) failure by the Company or any Subsidiary Guarantor to comply
with certain other sections of the Indenture; (v) failure by the Company or any
Subsidiary Guarantor to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice and lapse of time; (vi) certain
accelerations (including failure to pay within any grace period after final
maturity) of other Indebtedness of the Company if the amount accelerated (or so
unpaid) exceeds $10 million and continue for 10 days; (vii) certain events of
bankruptcy or insolvency with respect to the Company and any Subsidiary
Guarantor or any Foreign Significant Subsidiary; (viii) certain judgments or
decrees for the payment of money in excess of $10 million; (ix) any Subsidiary
Guaranty being held unenforceable or invalid or ceasing to be in full force and
effect; (x) the Required Redemption not been consummated pursuant to the terms
of the Indenture; (xi) the Company breaching any provision or otherwise not
complying with the Escrow Agreement, or such agreement being held
unenforceable, invalid or ceasing for any reason to be in full force and effect
(except as a result of the complete performance thereof).  If an Event of
Default (other than an Event of Default specified in (vii) above) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities may, by notice to the Company, declare the principal amount of
and accrued interest on the Securities to be due and payable immediately upon
the occurrence of such Events of Default.

                 Holders may not enforce the Indenture or the Securities except
as provided in the Indenture.  The Trustee may refuse to enforce the Indenture
or the Securities unless it receives reasonable indemnity or security.  Subject
to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Holders notice of any continuing Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in the interest of the Holders.





                                      -6-
<PAGE>   92


15.      Trustee Dealings with the Company

                 Subject to certain limitations imposed by the Act, the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

16.      No Recourse Against Others

                 A director, officer, employee or stockholder, as such, of the
Company, any Subsidiary Guarantor or the Trustee shall not have any liability
for any obligations of the Company, any Subsidiary Guarantor or the Trustee
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation.  By accepting a Security,
each Holder waives and releases all such liability.  The waiver and release are
part of the consideration for the issue of the Securities.

17.      Authentication

                 This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

18.      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 rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

19.      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 Securities and has directed the Trustee to 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 Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                 THE COMPANY WILL FURNISH TO ANY HOLDER, UPON WRITTEN REQUEST
AND WITHOUT CHARGE TO THE HOLDER, A COPY OF THE INDENTURE WHICH HAS IN IT THE
TEXT OF THIS SECURITY IN LARGER TYPE.  REQUESTS MAY BE MADE TO:  U.S. CAN
CORPORATION, 900 COMMERCE DRIVE, OAK BROOK, ILLINOIS 60521, ATTENTION: CHIEF
FINANCIAL OFFICER.

________________________________________________________________________________





                                      -7-
<PAGE>   93

            [FORM OF NOTATION ON EXCHANGE NOTE RELATING TO GUARANTY]

                          SENIOR SUBORDINATED GUARANTY



                 UNITED STATES CAN COMPANY (the "Guarantor") has
unconditionally guaranteed on a senior subordinated basis (such guaranty by
each Guarantor being referred to herein as the "Guaranty") (i) the due and
punctual payment of the principal of and interest on the Securities, whether at
maturity, by acceleration or otherwise, the due and punctual payment of
interest on the overdue principal and interest, if any, on the Securities, to
the extent lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms set forth in Article 11 of the Indenture and (ii) in case of any
extension of time of payment or renewal of any Securities or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.

                 The obligations of the Guarantor to the Holders and to the
Trustee pursuant to the Guaranty and the Indenture are expressly set forth and
are expressly subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness of Subsidiary Guarantors to the extent and
in the manner provided in Article 11 of the Indenture, and reference is hereby
made to such Indenture for the precise terms of the Guaranty therein made.

                 No director, officer, employee or stockholder, as such, of any
of the Subsidiary Guarantors shall have any liability under the Guaranty of
such Subsidiary Guarantor by reason of such person's status as director,
officer, employee or stockholder.  Each Holder of a Security by accepting a
Security waives and releases all such liability.  The waiver and release are
part of the consideration for the issuance of the Guaranty.

                 The Guaranty shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities upon which the
Guaranty is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized signatories.


                                  UNITED STATES CAN COMPANY




                                  By: _____________________________
                                      Name:
                                      Title:





                                      -8-
<PAGE>   94


                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint ______________________________________________________
agent to transfer this Security 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 other side of this Security.


Signature Guaranty:_____________________________________________________________
                        (Signature must be guaranteed by a member firm of the 
                        New York Stock Exchange or a commercial bank or trust
                        company)






                                      -9-
<PAGE>   95

                     [TO BE ATTACHED TO GLOBAL SECURITIES]


             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

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


<TABLE>
   <S>                 <C>                 <C>                 <C>                 <C>
   Date of Exchange    Amount of decrease  Amount of Increase  Principal Amount    Signature of
                       in Principal        in Principal        [at Maturity] of    authorized officer
                       Amount [at          Amount [at          this Global         of Trustee or
                       Maturity] of this   Maturity] of this   Security following  Securities
                       Global Security     Global Security     such decrease or    Custodian
                                                               increase
</TABLE>





                                      -10-
<PAGE>   96



                       OPTION OF HOLDER TO ELECT PURCHASE

                 If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 or 4.08 of the Indenture, check the box:

                                     / /

                 If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture,
state the amount: $_________________

Date:  ______________  Your Signature:  _______________________________________
                                        (Sign exactly as your name appears on
                                        the other side of the Security)

Signature Guaranty:  __________________________________________________________
                        (Signature must be guaranteed by a member firm of the 
                        New York Stock Exchange or a commercial bank or trust
                        company)





                                      -11-