<PAGE>
                                                                    EXHIBIT 10.3




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

                       BOWATER CANADA FINANCE CORPORATION
                                   AS ISSUER,


                              BOWATER INCORPORATED,
                                  AS GUARANTOR


                                       AND


                              THE BANK OF NEW YORK,
                                   AS TRUSTEE


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




                                    INDENTURE

                              7.95% NOTES DUE 2011


                          DATED AS OF OCTOBER 31, 2001



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

<PAGE>
    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>

TRUST INDENTURE
ACT SECTION                                                                     INDENTURE SECTION
<S>    <C>                                                                      <C>
ss.310 (a)(1)         ..........................................................  609
       (a)(2)         ..........................................................  609
       (a)(3)         ..........................................................Not Applicable
       (a)(4)         ..........................................................Not Applicable
       (b)            ..........................................................  608
                                                                                  610
ss.311 (a)            ..........................................................  613
       (b)            ..........................................................  613
ss.312 (a)            ..........................................................  701
                                                                                  702
       (b)            ..........................................................  702
       (c)            ..........................................................  702
ss.313 (a)            ..........................................................  703
       (b)            ..........................................................  703
       (c)            ..........................................................  703
       (d)            ..........................................................  703
ss.314 (a)            ..........................................................  704
       (a)(4)         ..........................................................  101
                                                                                 1004
       (b)            ..........................................................Not Applicable
       (c)(1)         ..........................................................  102
       (c)(2)         ..........................................................  102
       (c)(3)         ..........................................................Not Applicable
       (d)            ..........................................................Not Applicable
       (e)            ..........................................................  102
ss.315 (a)            ..........................................................  601
       (b)            ..........................................................  602
       (c)            ..........................................................  601
       (d)            ..........................................................  601
       (e)            ..........................................................  514
ss.316 (a)            ..........................................................  101
       (a)(1)(A)      ..........................................................  502
                                                                                  512
       (a)(1)(B)      ..........................................................  513
       (a)(2)         ..........................................................Not Applicable
       (b)            ..........................................................  508
       (c)            ..........................................................  104
ss.317 (a)(l)         ..........................................................  503
       (a)(2)         ..........................................................  504
       (b)            .......................................................... 1003
ss.318 (a)            ..........................................................  107
</TABLE>
--------------------

NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                PAGE


                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<S>     <C>  <C>                                                                                                <C>
Section 101. Definitions..........................................................................................1
Section 102. Compliance Certificates and Opinions................................................................11
Section 103. Form of Documents Delivered to Trustee..............................................................11
Section 104. Acts of Holders; Record Dates.......................................................................12
Section 105. Notices, Etc. to Trustee and Company................................................................14
Section 106. Notice to Holders; Waiver...........................................................................14
Section 107. Conflict with Trust Indenture Act...................................................................15
Section 108. Effect of Headings and Table of Contents............................................................15
Section 109. Successors and Assigns..............................................................................15
Section 110. Separability Clause.................................................................................15
Section 111. Benefits of Indenture...............................................................................15
Section 112. Governing Law.......................................................................................15
Section 113. Legal Holidays......................................................................................15
Section 114. Submission to Jurisdiction; Appointment of Agent....................................................16

                                   ARTICLE II
                                 SECURITY FORMS

Section 201. Forms Generally.....................................................................................16
Section 202. Form of Face of Security............................................................................17
Section 203. Form of Reverse of Security.........................................................................20
Section 204. Form of Legend for Global Securities................................................................23
Section 205. Form of Trustee's Certificate of Authentication.....................................................24
Section 206. Form of Guarantee...................................................................................24
Section 207. CUSIP Numbers.......................................................................................25

                                   ARTICLE III
                                 THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series................................................................25
Section 302. Denominations.......................................................................................28
Section 303. Execution, Authentication, Delivery and Dating......................................................28
Section 304. Temporary Securities................................................................................30
Section 305. Registration, Registration of Transfer and Exchange; Certain Transfers and Exchanges................30
Section 306. Mutilated, Destroyed, Lost and Stolen Securities....................................................35
Section 307. Payment of Interest; Interest Rights Preserved......................................................35
Section 308. Persons Deemed Owners...............................................................................37
Section 309. Cancellation........................................................................................37
Section 310. Computation of Interest.............................................................................37
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

<S>     <C>  <C>                                                                                                <C>
Section 401. Satisfaction and Discharge of Indenture.............................................................37
Section 402. Application of Trust Money..........................................................................38

                                    ARTICLE V
                                    REMEDIES

Section 501. Events of Default...................................................................................39
Section 502. Acceleration of Maturity; Rescission and Annulment..................................................40
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.....................................41
Section 504. Trustee May File Proofs of Claim....................................................................41
Section 505. Trustee May Enforce Claims without Possession of Securities.........................................42
Section 506. Application of Money Collected......................................................................42
Section 507. Limitation on Suits.................................................................................42
Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest...........................43
Section 509. Restoration of Rights and Remedies..................................................................43
Section 510. Rights and Remedies Cumulative......................................................................43
Section 511. Delay or Omission Not Waiver........................................................................44
Section 512. Control by Holders..................................................................................44
Section 513. Waiver of Past Defaults.............................................................................44
Section 514. Undertaking for Costs...............................................................................45
Section 515. Waiver of Usury, Stay or Extension Laws.............................................................45

                                   ARTICLE VI
                                   THE TRUSTEE

Section 601. Certain Duties and Responsibilities.................................................................45
Section 602. Notice of Defaults..................................................................................46
Section 603. Certain Rights of Trustee...........................................................................46
Section 604. Not Responsible for Recitals or Issuance of Securities..............................................47
Section 605. May Hold Securities.................................................................................47
Section 606. Money Held in Trust.................................................................................48
Section 607. Compensation and Reimbursement......................................................................48
Section 608. Conflicting Interests...............................................................................49
Section 609. Corporate Trustee Required; Eligibility.............................................................49
Section 610. Resignation and Removal; Appointment of Successor...................................................49
Section 611. Acceptance of Appointment by Successor..............................................................50
Section 612. Merger, Conversion, Consolidation or Succession to Business.........................................51
Section 613. Preferential Collection of Claims against Company or Guarantor......................................52
Section 614. Appointment of Authenticating Agent.................................................................52

                                   ARTICLE VII
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND GUARANTOR

Section 701. Company to Furnish Trustee Names and Addresses of Holders...........................................53
</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>

<S>     <C>  <C>                                                                                                <C>
Section 702. Preservation of Information; Communications to Holders..............................................54
Section 703. Reports by Trustee..................................................................................54
Section 704. Reports by Guarantor................................................................................54

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Company and Guarantor May Consolidate, Etc., Only on Certain Terms..................................55
Section 802. Successor Substituted...............................................................................56

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures without Consent of Holders..................................................56
Section 902. Supplemental Indentures with Consent of Holders.....................................................57
Section 903. Execution of Supplemental Indentures................................................................58
Section 904. Effect of Supplemental Indentures...................................................................59
Section 905. Conformity with Trust Indenture Act.................................................................59
Section 906. Reference in Securities to Supplemental Indentures..................................................59

                                    ARTICLE X
                                    COVENANTS

Section 1001. Payment of Principal, Premium and Interest.........................................................59
Section 1002. Maintenance of Office or Agency....................................................................59
Section 1003. Money for Securities Payments to Be Held in Trust..................................................60
Section 1004. Statement by Officers as to Default................................................................61
Section 1005. Existence..........................................................................................61
Section 1006. Maintenance of Properties..........................................................................61
Section 1007. Payment of Taxes and Other Claims..................................................................62
Section 1008. Limitation on Sales and Leasebacks.................................................................62
Section 1009. Restriction on Liens...............................................................................63
Section 1010. Waiver of Certain Covenants........................................................................64

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article...........................................................................65
Section 1102. Election to Redeem; Notice to Trustee..............................................................65
Section 1103. Selection by Trustee of Securities to Be Redeemed..................................................65
Section 1104. Notice of Redemption...............................................................................66
Section 1105. Deposit of Redemption Price........................................................................67
Section 1106. Securities Payable on Redemption Date..............................................................67
Section 1107. Securities Redeemed in Part........................................................................67
</TABLE>

                                      iii
<PAGE>
<TABLE>
<CAPTION>

                                   ARTICLE XII
                             [INTENTIONALLY OMITTED]


                                  ARTICLE XIII
                             GUARANTEE OF SECURITIES
<S>     <C>  <C>                                                                                                <C>
Section 1301. Unconditional Guarantee............................................................................68
Section 1302. Limitations on Guarantees..........................................................................69
Section 1303. Execution and Delivery of Guarantees...............................................................69
Section 1304. Release of the Guarantor...........................................................................69
Section 1305. Waiver of Subrogation..............................................................................70
Section 1306. Immediate Payment..................................................................................70
Section 1307. No Set-Off.........................................................................................71
Section 1308. Obligations Absolute...............................................................................71
Section 1309. Obligations Continuing.............................................................................71
Section 1310. Obligations Not Reduced............................................................................71
Section 1311. Obligations Reinstated.............................................................................71
Section 1312. Obligations Not Affected...........................................................................72
Section 1313. Waiver. 73
Section 1314. No Obligation To Take Action Against the Company...................................................73
Section 1315. Dealing with the Company and Others................................................................73
Section 1316. Default and Enforcement............................................................................74
Section 1317. Amendment, Etc.....................................................................................74
Section 1318. Acknowledgement....................................................................................74
Section 1319. Costs and Expenses.................................................................................74
Section 1320. No Merger or Waiver; Cumulative Remedies...........................................................74
Section 1321. Survival of Obligations............................................................................74
Section 1322. Guarantee in Addition to Other Obligations.........................................................75
Section 1323. Severability.......................................................................................75
Section 1324. Successors and Assigns.............................................................................75

                                   ARTICLE XIV
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401. Company's Option to Effect Defeasance or Covenant Defeasance.......................................75
Section 1402. Defeasance and Discharge...........................................................................75
Section 1403. Covenant Defeasance................................................................................76
Section 1404. Conditions to Defeasance or Covenant Defeasance....................................................76
Section 1405. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions......78
Section 1406. Reinstatement......................................................................................79

Annex A  - Regulation S Certificate
Annex B  - Restricted Securities Certificate
Annex C  - Unrestricted Securities Certificate
</TABLE>


                                       iv
<PAGE>
         INDENTURE, dated as of October 31, 2001, among Bowater Canada Finance
Corporation, an unlimited liability company organized under the laws of Nova
Scotia (the "COMPANY"), Bowater Incorporated, a Delaware corporation (the
"GUARANTOR"), and The Bank of New York, a New York banking corporation, as
Trustee (herein called the "TRUSTEE").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of unsecured debentures,
notes or other evidences of indebtedness (herein called the "SECURITIES"), to be
issued in one or more series as provided in this Indenture.

         The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the issuance of guarantees of the Securities as
provided in this Indenture.

         All things necessary to make this Indenture a valid and legally binding
agreement of the Company and the Guarantor, in accordance with its terms, have
been done.

         NOW, THEREFORE, WITNESSETH:

         Each party agrees as follows for the benefit of each other and for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 101.DEFINITIONS.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (1) the terms defined in this Article have the meanings assigned to
       them in this Article and include the plural as well as the singular;

         (2) all other terms used herein which are defined in the Trust
       Indenture Act, either directly or by reference therein, have the meanings
       assigned to them therein;

         (3) unless the context otherwise requires, any reference to an
       "Article" or a "Section" refers to an Article or a Section, as the case
       may be, of this Indenture; and

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

<PAGE>
         "ACT", when used with respect to any Holder, has the meaning specified
in Section 104.

         "ADDITIONAL INTEREST" has the meaning specified in Section 202.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified 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.

         "AGENT MEMBER" means any member of, or participant in, the Depositary.

         "APPLICABLE PROCEDURES" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect from time to time.

         "ATTRIBUTABLE DEBT" means, at the time any determination thereof is to
be made, with respect to any lease under which the Guarantor or any of its
Subsidiaries is liable, the total net amount of rent the Guarantor or its
Subsidiary must pay under such lease during its remaining term using a discount
rate equal to the weighted average Yield to Maturity of the Securities then
Outstanding hereunder, such average being weighted by the principal amount of
the Securities of each series. The net amount of rent required to be paid under
such lease for any such period shall be the aggregate amount of rent payable by
the lessee with respect to such period, after excluding amounts required to be
paid on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges. In the case of any lease that is terminable upon the
payment of a penalty, such net amount of rent shall also include the amount of
such penalty but shall exclude any rent attributable to periods subsequent to
the first date upon which the lease may be terminated.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "BOARD OF DIRECTORS" means, as to any Person, either the board of
directors of such Person or any duly authorized committee of that board.

         "BOARD RESOLUTION" means, as to any Person, a copy of a resolution
certified by the Secretary or an Assistant Secretary of such Person to have been
duly adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

         "BUSINESS DAY", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which


                                       2
<PAGE>
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

         "CLEARSTREAM" means Clearstream Banking, societe anonyme, Luxembourg
(or any successor securities clearing agency).

         "COMMISSION" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "COMPANY" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "COMPANY REQUEST", "COMPANY ORDER", "GUARANTOR REQUEST" and "GUARANTOR
ORDER" mean a written request or order signed in the name of the Company or the
Guarantor by their respective Chairman of the Board, Chief Executive Officer,
President, a Senior Vice President, Executive Vice President, or Vice President
and by their respective Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, and delivered to the Trustee.

         "CONSOLIDATED NET TANGIBLE ASSETS" means, at the time any determination
thereof is to be made, the aggregate amount of assets appearing on the most
recent quarterly consolidated balance sheet of the Guarantor and its
Subsidiaries, as determined in accordance with Generally Accepted Accounting
Principles, less applicable reserves and other properly deductible items, after
deducting the following:

                  (1) current liabilities; and

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

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee or
the Security Registrar, as the case may be, at which at any particular time its
corporate trust business will be administered, which office as of the date
hereof is located at 5 Penn Plaza, 13th Floor, New York, New York 10001,
Attention: Corporate Trust Administration.

         "CORPORATION" means a corporation, association, company, joint-stock
company or business trust.

         "COVENANT DEFEASANCE" has the meaning specified in Section 1403.

         "DEFAULTED INTEREST" has the meaning specified in Section 307.

         "DEFEASANCE" has the meaning specified in Section 1402.


                                       3
<PAGE>
         "DEPOSITARY" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 301.

         "DTC" means The Depository Trust Company.

         "EUROCLEAR" means the Euroclear Clearance System (or any successor
securities clearing agency).

         "EVENT OF DEFAULT" has the meaning specified in Section 501.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "EXCHANGE OFFER" has the meaning set forth in the form of the
Securities contained in Section 202.

         "EXCHANGE REGISTRATION STATEMENT" has the meaning set forth in the form
of the Securities contained in Section 202.

         "EXCHANGE SECURITY" means any Security issued in exchange for an
Original Security or Original Securities, as new evidence of the same
indebtedness, pursuant to the Exchange Offer or otherwise registered under the
Securities Act and any Security with respect to which the next preceding
Predecessor Security of such Security was an Exchange Security.

         "EXPIRATION DATE" has the meaning specified in Section 104.

         "FUNDED DEBT" means, at the time any determination thereof is to be
made, (1) all Indebtedness having a maturity of more than 12 months from such
date or having a maturity of 12 months or less but which by its terms is
renewable or extendible beyond 12 months from such date at the option of the
borrower (excluding any amount thereof included in current liabilities) and (2)
rental obligations payable more than 12 months from such date under leases which
are capitalized in accordance with Generally Accepted Accounting Principles
(such rental obligations to be included as Funded Debt at the amount so
capitalized and to be included for the purposes of the definition of
Consolidated Net Tangible Assets both as an asset and as Funded Debt at the
amount so capitalized.).

         "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" means generally accepted
accounting principles in the United States, consistently applied.

         "GLOBAL SECURITY" means a Security that evidences all or part of the
Securities and bears the legend set forth in Section 204 (or such legend as may
be specified as contemplated by Section 301 for such Securities).

         "GUARANTEES" has the meaning specified in Section 1301.


                                       4
<PAGE>
         "GUARANTOR" means the Person named as the "Guarantor" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Guarantor" shall mean such successor Person.

         "HOLDER" means a Person in whose name a Security is registered in the
Security Register.

         "INDEBTEDNESS" means with respect to any Person, at any time, without
duplication, (1) all Obligations of such Person for borrowed money, (2) all
Obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, and (3) all Obligations of such Person in respect of any
letters of credit supporting any Indebtedness of others, and guarantees by such
Person of Indebtedness of others.

         "INDENTURE" means this Indenture as originally executed and 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 Indenture and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Indenture and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of a particular
series of Securities established as contemplated by Section 301.

         "INTEREST PAYMENT DATE", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "LIEN" means any mortgage, pledge, hypothecation, encumbrance, security
interest, lien (statutory or other), or preference, priority or other security
or similar agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing).

         "MATURITY", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "NOTICE OF DEFAULT" means a written notice of the kind specified in
Section 501(3).

         "OBLIGATIONS" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness or otherwise.

         "OFFICERS' CERTIFICATE" means, as to any Person, a certificate signed
by the Chairman of the Board, the Chief Executive Officer, the President, a
Senior Vice


                                       5
<PAGE>
President, Executive Vice President, or Vice President, and by the Treasurer,
Assistant Treasurer, the Secretary or an Assistant Secretary, of such Person and
delivered to the Trustee. As to any Person, one of the officers signing an
Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of such Person.

         "OPINION OF COUNSEL" means a written opinion of counsel (or a certified
public accountant in the case of an opinion of counsel delivered pursuant to
Section 1404(4)), who may be counsel for the Company or the Guarantor, as
applicable.

         "ORIGINAL SECURITIES" means all Securities other than Exchange
Securities.

         "OUTSTANDING", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture except:

                  (1) Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (2) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities, provided that, if
         such Securities are to be redeemed, notice of such redemption has been
         duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made;

                  (3) Securities as to which Defeasance has been effected
         pursuant to Section 1402; and

                  (4) Securities which have been paid pursuant to Section 306 or
         in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 301, of the
principal amount of such Security, and (B) Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities


                                       6
<PAGE>
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

         "PERSON" means any individual, any corporation, partnership, joint
venture, trust, unincorporated organization or other legal entity or government
or any agency or political subdivision thereof.

         "PLACE OF PAYMENT" means, when used with respect to the Securities of
any series, the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "PRINCIPAL PROPERTY" means:

         (1) any mill, converting plant, manufacturing plant or other facility
owned on the date hereof or hereafter acquired by the Guarantor or any
Restricted Subsidiary that is located within the continental United States and
the gross book value (including related land and improvements thereon and all
machinery and equipment included therein without deduction of any depreciation
reserves) of which, on the date of determination, exceeds 1% of Consolidated Net
Tangible Assets, and (2) Timberlands, in each case other than:

                           (A) any property which in the opinion of the Board of
                  Directors of the Guarantor as evidenced by a Board Resolution
                  of the Guarantor is not of material importance to the business
                  conducted by the Guarantor and its Restricted Subsidiaries as
                  an entirety,

                           (B) a portion of any property which in the opinion of
                  the Board of Directors of the Guarantor as evidenced by a
                  Board Resolution of the Guarantor, is not of material
                  importance to the use or operation of such property, or

                           (C) any oil, gas or other minerals or mineral rights.

         "QIB" means a "qualified institutional buyer" as defined in Rule l44A.


                                       7
<PAGE>
         "REALTY SUBSIDIARY" means a Subsidiary engaged primarily in the
development and sale or financing of real property.

         "REDEMPTION DATE" when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "REDEMPTION PRICE" when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "REGISTERED SECURITIES" means the Exchange Securities and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

         "REGISTRATION RIGHTS AGREEMENT" means the Exchange and Registration
Rights Agreement dated as of the date hereof entered into by and among the
Company, the Guarantor and the initial purchasers named therein.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "REGULATION S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

         "REGULATION S CERTIFICATE" means a certificate substantially in the
form set forth in Annex A.

         "REGULATION S GLOBAL SECURITY" has the meaning specified in Section
201.

         "REGULATION S LEGEND" means a legend substantially in the form of the
legend required in the form of Security set forth in accordance with Section 204
to be placed upon each Regulation S Security.

         "REGULATION S SECURITIES" means all Securities originally issued and
sold (or, in the case of Securities initially sold pursuant to a firm commitment
underwriting agreement, originally resold by the initial purchasers thereof)
outside of the United States in accordance with Regulation S, and all Successor
Securities thereof, until the Regulation S Legend thereon may be removed in
accordance with Section 305. Such term includes the Regulation S Global
Security.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee, including any vice
president, any assistant secretary, any assistant treasurer, any trust officer
or assistant trust officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


                                       8
<PAGE>
         "RESTRICTED GLOBAL SECURITY" has the meaning specified in Section 201.

         "RESTRICTED PERIOD" means the period of 41 consecutive days beginning
on and including the later of (1) the day on which Securities are first offered
to persons other than distributors (as defined in Regulation S) in reliance on
Regulation S and (2) the original issuance date of the Securities.

         "RESTRICTED SECURITIES" means all Securities other than Regulation S
and Registered Securities, and all Successor Securities thereof, until the
Restricted Securities Legend thereon may be removed in accordance with Section
305. Such term includes the Restricted Global Security.

         "RESTRICTED SECURITIES CERTIFICATE" means a certificate substantially
in the form set forth in Annex B.

         "RESTRICTED SECURITIES LEGEND" means, collectively, the legends
substantially in the forms of the legends required in the form of Security set
forth in accordance with Section 204 to be placed upon each Restricted Security.

         "RESTRICTED SUBSIDIARY" means a Subsidiary of the Guarantor (1)
substantially all the property of which is located, or substantially all the
business of which is carried on, within the continental United States and (2)
which owns one or more Principal Properties, but shall not include a Realty
Subsidiary.

         "RULE 144" means Rule 144 under the Securities Act (or any successor
provision), as it may be amended from time to time.

         "RULE 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

         "RULE 144A SECURITIES" means the Securities purchased from the Company
by a dealer for resale to investors pursuant to Rule 144A.

         "SALE AND LEASE-BACK TRANSACTION" means any arrangement whereby the
Guarantor or one of its Restricted Subsidiaries has sold or transferred, or will
sell or transfer, property to any Person and has or will take back a lease
pursuant to which the rental payments are calculated to amortize the purchase
price of the property substantially over the useful life of such property.

         "SECURITIES" has the meaning set forth in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "SECURITIES ACT" means the Securities Act of 1933 and any statute
successor thereto. in each case as amended from time to time.

         "SECURITIES ACT LEGEND" means a Restricted Securities Legend or a
Regulation S Legend.


                                       9
<PAGE>
         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "STATED MATURITY", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "SUBSIDIARY" means, as to any Person, a corporation, partnership or
other legal entity of which, in the case of a corporation, more than 50% of the
outstanding voting stock is owned, directly or indirectly, by such Person or by
one or more other Subsidiaries of such Person, or by such Person and one or more
other Subsidiaries of such Person or, in the case of any partnership or other
legal entity, more than 50% of the ordinary equity capital interests is, owned
or controlled, directly or indirectly by such Person and one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

         "SUCCESSOR SECURITY" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

         "TIMBERLANDS" means any real property of the Guarantor or any
Restricted Subsidiary located within the continental United States that contains
(or upon completion of a growth cycle then in process is expected to contain)
standing timber of a commercial quantity and of merchantable quality, excluding,
however, any such real property which at the time of determination is held
primarily for development or sale and not primarily for the production of any
lumber or other timber products.

         "TREASURY DEALER" has the meaning specified in Section 203.

         "TREASURY PRICE" has the meaning specified in Section 203.

         "TREASURY RATE" has the meaning specified in Section 203.

         "TREASURY SECURITY" has the meaning specified in Section 203.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 (15 U.S.C.
ss. 77aaa-77bbbb) as in force at the date as of which this Indenture was
executed; provided, however, that in the event the Trust Indenture Act of 1939
is amended after


                                       10
<PAGE>
         such date, "Trust Indenture Act" means, to the extent required by any
         such amendment, the Trust Indenture Act of 1939 as so amended.

                  "TRUSTEE" means the Person named as the "Trustee" in the first
         paragraph of this Indenture until a successor Trustee shall have become
         such pursuant to the applicable provisions of this Indenture, and
         thereafter "Trustee" shall mean or include each Person who is then a
         Trustee hereunder.

                  "U.S. GOVERNMENT OBLIGATION" has the meaning specified in
         Section 1404.

                  "YIELD TO MATURITY" means the yield to maturity on a series of
         Securities, calculated at the time of issuance of such series, or, if
         applicable, at the most recent redetermination of interest on such
         series, and calculated in accordance with accepted financial practice.

         SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Company or the Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
the Guarantor, as the case may be, shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company or the Guarantor, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall (except for
certificates provided in Section 1004) include,

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (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 each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

         SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters


                                       11
<PAGE>
and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company or the
Guarantor, as the case may be, may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company or the Guarantor, as the case may be, stating that the
information with respect to such factual matters is in the possession of the
Company or the Guarantor, as the case may be, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

         Where the Company or the Guarantor, as the case may be, is required to
make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.

         SECTION 104. ACTS OF HOLDERS; RECORD DATES.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

         The ownership of Securities shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of


                                       12
<PAGE>
every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series; provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
(as defined below) by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.


                                       13
<PAGE>
         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities in the manner set forth in Section 106, on or prior
to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

         SECTION 105. NOTICES, ETC. TO TRUSTEE AND COMPANY.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with:

                  (1) the Trustee by any Holder, the Company or the Guarantor
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing (which may be via facsimile to (212)
         896-7298) to or with the Trustee at its Corporate Trust Office,
         Attention: Corporate Trust Trustee Administration, or

                  (2) the Company by the Trustee or any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to 55 East Camperdown Way, P.O. Box 1028, Greenville, South
         Carolina 29602 Attention: Treasurer, or at any other address previously
         furnished in writing to the Trustee by the Company.

         SECTION 106. NOTICE TO HOLDERS; WAIVER.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but



                                       14
<PAGE>
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

         SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

         SECTION 109. SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this Indenture by the Company and the
Guarantor shall bind their respective successors and assigns, whether so
expressed or not.

         SECTION 110. SEPARABILITY CLAUSE.

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

         SECTION 111. BENEFITS OF INDENTURE.

         Nothing in this Indenture, in the Securities or in the Guarantees,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

         SECTION 112. GOVERNING LAW.

         The Indenture, the Securities and the Guarantees shall be governed by
and construed in accordance with the law of the State of New York.

         SECTION 113. LEGAL HOLIDAYS.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which



                                       15
<PAGE>
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity.

         SECTION 114. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT.

         The Company hereby irrevocably submits to the non-exclusive
jurisdiction of the Federal and state courts in the State of New York in any
suit or proceeding arising out of or relating to this Indenture, the Securities
or the transactions contemplated hereby. The Company irrevocably appoints
Corporation Services Company as its authorized agent in the State of New York
upon which process may be served in any such suit or proceeding, and agrees that
service of process upon such agent, and written notice of said service to the
Company by the person serving the same to the address provided in Section 105,
shall be deemed in every respect effective service of process upon the Company
in any such suit or proceeding. The Company further agrees to take any and all
action as may be necessary to maintain such designation and appointment of such
agent in full force and effect for a period of ten years from the date of this
Agreement. If for any reason Corporation Services Company shall cease to be
available to act as such authorized agent for the Company, the Company agrees to
designate a new agent in the State of New York on the terms and for the purpose
of this Section 114. The Company irrevocably and unconditionally waives, to the
fullest extent permitted by law, any objection that it may have to laying of
venue in respect to any action, suit or proceeding arising out of or in
connection with this Indenture, the Securities or the transactions contemplated
hereby to which it is a party brought in any Federal or state court located in
the State of New York and hereby agrees not to plead or claim in any such court
that any such action, suit or proceeding has been brought in an inconvenient
forum. The Company also waives, to the fullest extent permitted by law, all
right to trial by jury in any claim or counterclaim (whether based upon
contract, tort or otherwise) in any way arising out of or relating to this
Indenture or the Securities.

                                   ARTICLE II

                                 SECURITY FORMS

         SECTION 201. FORMS GENERALLY.

         The Securities of each series and the Guarantees shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution of the Company or the
Guarantor, as the case may be or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series or Guarantees is
established by action taken pursuant to a Board Resolution of the Company or the
Guarantor, as the case may be, a copy of an appropriate record of such action
shall be certified by the Secretary


                                       16
<PAGE>
or an Assistant Secretary of the Company or the Guarantor, as the case may be,
and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities. Each of the Securities shall have an executed Guarantee from the
Guarantor endorsed thereon substantially in the form set forth in this Article,
or in such other form as shall be established by or pursuant to a Board
Resolution of the Guarantor.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         Upon their original issuance, Rule 144A Securities shall initially be
issued in the form of one or more Global Securities registered in the name of
DTC, or its nominee, and deposited with the Security Registrar, as custodian for
DTC, for credit by DTC to the respective accounts of beneficial owners of the
Securities represented thereby (or such other accounts as they may direct). Such
Global Securities, together with their Successor Securities which are Global
Securities other than the Regulation S Global Security, are collectively herein
called the "RESTRICTED GLOBAL SECURITY".

         Upon their original issuance, Regulation S Securities shall initially
be issued in the form of one or more Global Securities registered in the name of
DTC, or its nominee, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they may
direct) provided, however, that upon such deposit all such Securities shall be
credited to or through accounts maintained at DTC by or on behalf of Euroclear
or Clearstream. Such Global Securities, together with their Successor Securities
which are Global Securities other than the Restricted Global Security, are
collectively herein called the "REGULATION S GLOBAL SECURITY". The Company, the
Trustee and any of their Agents shall not be responsible for any acts or
omissions of a Depositary, for any depository records of beneficial ownership
interests or for any transactions between the Depositary and beneficial owners.

         SECTION 202. FORM OF FACE OF SECURITY.

         [Insert any legend as required by Section 204.]

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]



                                       17
<PAGE>
            _________________________________________________

  ______________________________________________________________________

                                                            CUSIP No. __________

                                                                  No. __________

$________


         Bowater Canada Finance Corporation, an unlimited liability company
organized under the laws of Nova Scotia (herein called the "COMPANY", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of __________Dollars on ______________and to pay interest
thereon from __________or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, on ____________ and ____________
in each year, commencing ___________at the rate of ____________% per annum,
until the principal hereof is paid or made available for payment. [If applicable
then insert; provided that any principal and premium, and any such installment
of interest, which is overdue shall bear interest at the rate of __________% per
annum (to the extent that the payment of such interest shall be legally
enforceable), from the date such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand.] [(If
Original Securities that are not also Registered Securities, then insert;
provided, however, that if (i) the Company has not filed a registration
statement (the "EXCHANGE REGISTRATION STATEMENT") under the Securities Act of
1933, as amended (the "SECURITIES ACT"), registering a security substantially
identical to this Security (except that such Security will not contain terms
with respect to the Additional Interest payments described below or transfer
restrictions) pursuant to an exchange offer (the "EXCHANGE OFFER") registered
with the Securities and Exchange Commission (the "COMMISSION"), or, in lieu
thereof, if such obligation arises pursuant to the Exchange and Registration
Rights Agreement dated as of ___________(the "EXCHANGE AND REGISTRATION RIGHTS
AGREEMENT"), by and among the Company, the Guarantor and the Purchasers (as
defined therein), a registration statement registering this Security for resale
(the "SHELF REGISTRATION STATEMENT"), in either case on or before the date on
which such registration statement is required to be filed pursuant to Section[s]
_________of such Exchange and Registration Rights Agreement, or (ii) such
Exchange Registration Statement or Shelf Registration Statement has not become
effective or been declared effective by the Commission on or before the date on
which such registration statement is required to become or be declared effective
pursuant to Section[s]_________of such Exchange and Registration Rights
Agreement, or (iii) the Exchange Offer has not been completed within _______days
after the initial effective date of the Exchange Registration Statement relating
to the Exchange Offer (if the Exchange Offer is then required to be made) or
(iv) any Exchange Registration Statement or Shelf Registration Statement
required by Section[s]_______of such Exchange and Registration Rights Agreement
is filed and declared effective but shall thereafter either be withdrawn by the
Company or shall become subject to an effective stop order issued pursuant to
Section 8(d) of the Securities Act suspending the effectiveness of such
registration statement (except as specifically permitted in such Agreement)
without being succeeded as promptly as practicable by an additional registration
statement filed



                                       18
<PAGE>
and declared effective (each such event referred to in clauses (i) through (iv),
a "Registration Default" and each period during which a Registration Default has
occurred and is continuing, a "REGISTRATION DEFAULT PERIOD"), then additional
interest (in addition to the stated interest on this Security), shall accrue
("ADDITIONAL INTEREST") on the Restricted Securities at a per annum rate of
_____% for the Registration Default Period. Any accrued and unpaid interest
(including Additional Interest) on this Security upon the issuance of an
Exchange Security (as defined in the Indenture) in exchange for this Security
shall cease to be payable to the Holder hereof but such accrued and unpaid
interest (including Additional Interest) shall be payable on the next Interest
Payment Date for such Exchange Security to the Holder thereof on the related
Regular Record Date. Interest on this Security shall be computed on the basis of
a 360-day year of twelve 30-day months.]

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ______________ or ___________(whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert ___;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       19
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed.

                            BOWATER CANADA FINANCE CORPORATION


                            By:
                               ------------------------------------------------


         SECTION 203. FORM OF REVERSE OF SECURITY.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of October 31, 2001 (herein called the
"INDENTURE", which term shall have the meaning assigned to it in such
instrument), among the Company, the Guarantor and The Bank of New York, as
Trustee (herein called the "TRUSTEE", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, initially limited in aggregate principal amount to
$____________. The Company may at any time issue additional securities under the
Indenture in unlimited amounts having the same terms as the Securities.

         [If applicable, insert -- The Securities of this series are subject to
redemption, as a whole or from time to time in part, upon not less than 30 nor
more than 60 days' notice mailed to each Holder of Securities to be redeemed at
his address as it appears in the Securities Register, on any date prior to their
Stated Maturity at a Redemption Price equal to the greater of (i) 100% of the
principal amount of such Securities to be redeemed, plus accrued interest
thereon to the Redemption Date and (ii) as determined by a Treasury Dealer (as
defined below), the sum of the present values of the remaining scheduled
payments of principal [and premium (if any)] and interest thereon [, (assuming
for this purpose that the Securities remain outstanding until maturity)] (not
including any portion of such payments of interest accrued as of the Redemption
Date) discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus _________basis points; provided, however, that unless the
Company defaults in payment of the Redemption Price, on or after the Redemption
Date, interest will cease to accrue on the Securities or portions thereof called
for redemption.

         "TREASURY RATE" means the semiannual equivalent yield to maturity of
the Treasury Security that corresponds to the Treasury Price, calculated in
accordance with standard market practice and computed as of the second trading
day preceding the Redemption Date.

         "TREASURY SECURITY" means the United States Treasury Security that the
Treasury Dealer determines would be appropriate to use, at the time of
determination and in accordance with standard market practice, in pricing the
Securities being redeemed in a tender offer based on a spread to United States
Treasury yields.


                                       20
<PAGE>

         "TREASURY PRICE" means the bid-side price for the Treasury Security as
of the third trading day preceding the Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York on that trading day and designated "Composite 3:30 p.m.
Quotations for U. S. Government Securities," except that: (i) if such release
(or any successor release) is not published or does not contain such price
information on such trading day; or (ii) if the Treasury Dealer determines that
price information is not reasonably reflective of the actual bid-side price for
the Treasury Security prevailing at 3:30 p.m., New York City time, on such
trading day, then Treasury Price will instead mean the bid-side price for the
Treasury Security at or around 3:30 p.m., New York City time, on that trading
day (expressed on a next trading day settlement basis) as determined by the
Treasury Dealer through such alternative means as the Treasury Dealer considers
to be appropriate under the circumstances.

         "TREASURY DEALER" means ________________________  (or its successor)
or, if ________________ (or its successor) refuses to act as Treasury Dealer for
these purposes or ceases to be a primary government securities dealer, another
nationally recognized investment banking firm that is a primary U.S. government
securities dealers specified by the Company for these purposes.

         [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to ___________________, redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than % per annum.]

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         [If applicable, insert paragraph regarding subordination of the
Security.]

         [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of 50% in principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal


                                       21
<PAGE>

amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
and the Guarantor with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

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

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

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

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


                                       22
<PAGE>

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

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

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

SECTION 204.   FORM OF LEGEND FOR GLOBAL SECURITIES.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear one or more of the appropriate legends in substantially the
following forms as relevant below:

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

         [IF THE SECURITY IS A REGULATION S SECURITY, THEN INSERT -- THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON UNLESS THIS
SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.]

         [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- THIS SECURITY IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE


                                       23
<PAGE>

THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

         [IF THE SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST COMPANY
IS TO BE THE DEPOSITARY THEREFOR, THEN INSERT -- UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

         SECTION 205.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         The Trustee's certificates of authentication shall be in substantially
the following form:

         This is one of the Securities referred to in the within-mentioned
Indenture.

Dated:
      -------------------

                                                ------------------,
                                                        As Trustee
                                         By
                                            ---------------------
                                             Authorized Signatory

         SECTION 206.  FORM OF GUARANTEE.

         For value received, the undersigned hereby unconditionally guarantees,
as principal obligor and not only as a surety, to the Holder of this Security
the cash payments in United States dollars of principal of and interest on this
Security in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Security, if lawful,
and the payment or performance of all other obligations of the Company under the
Indenture (as defined below) or the Securities, to the Holder of this Security
and the Trustee, all in accordance with and subject to the terms and limitations
of this Security, Article Thirteen of the Indenture and this Guarantee. This
Guarantee will become effective in accordance with Article Thirteen of the
Indenture and its terms shall be evidenced therein. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not
affixed to any particular Security.


                                       24
<PAGE>

         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture (the "INDENTURE") dated as of October 31,
2001, among Bowater Canada Finance Corporation, the Guarantor and The Bank of
New York, as trustee (the "TRUSTEE").

         The obligations of the undersigned to the Holders of Securities and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in Article Thirteen of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee and all of the other provisions
of the Indenture to which this Guarantee relates.

         This Guarantee shall be governed by and construed in accordance with
the laws of the state of New York.

         This Guarantee is subject to release upon the terms set forth in the
Indenture.

         IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.

Date:
     --------------------

                                       BOWATER INCORPORATED


                                       By:
                                            -------------------------------


         SECTION 207.  CUSIP NUMBERS.

         The Company in issuing 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 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 an such redemption shall not be affected
by any defect in or omission of such numbers.


                                  ARTICLE III

                                 THE SECURITIES

         SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. Additional Securities of any
series authenticated and delivered under this Indenture may be authenticated and
delivered hereunder at any time, having the same terms as, treated as a single
class (for all purposes under this Indenture) with, and in aggregate principal
amounts that exceed the aggregate principal amount of such previously
authenticated and delivered Securities.


                                       25
<PAGE>

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution of the Company and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers'
Certificate of the Company, or established in one or more indentures
supplemental hereto, prior to the issuance of the Securities of any series,

                  (1)      the title of the Securities of the series (which
         shall distinguish the Securities of the series from Securities of any
         other series);

                  (2)      any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of other
         Securities of the series pursuant to Section 304, 305, 306, 906, or
         1107 and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (3)      the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (4)      the date or dates on which the principal of any
         Securities of the series is payable;

                  (5)      the rate or rates at which any Securities of the
         series shall bear interest, if any, the date or dates from which any
         such interest shall accrue, the Interest Payment Dates on which any
         such interest shall be payable and the Regular Record Date for any such
         interest payable on any Interest Payment Date;

                  (6)      the place or places where the principal of and any
         premium and interest on any Securities of the series shall be payable;

                  (7)      the period or periods within which, the price or
         prices at which and the terms and conditions upon which any Securities
         of the series may be redeemed, in whole or in part, at the option of
         the Company and, if other than by a Board Resolution of the Company,
         the manner in which any election by the Company to redeem the
         Securities shall be evidenced;

                  (8)      the obligation, if any, of the Company to redeem or
         purchase any Securities of the series at the option of the Holder
         thereof and the period or periods within which, the price or prices at
         which and the terms and conditions upon which any Securities of the
         series shall be redeemed or purchased, in whole or in part, pursuant to
         such obligation;

                  (9)      if other than denominations of $1,000 and any
         integral multiple thereof, the denominations in which any Securities of
         the series shall be issuable;

                  (10)     if the amount of principal of or any premium or
         interest on any Securities of the series may be determined with
         reference to an index or pursuant to a formula, the manner in which
         such amounts shall be determined;


                                       26
<PAGE>

                  (11)     if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for purposes of the definition of "Outstanding" in Section
         101;

                  (12)     if other than the entire principal amount thereof,
         the portion of the principal amount of any Securities of the series
         which shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (13)     if the principal amount payable at the Stated
         Maturity of any Securities of the series will not be determinable as of
         any one or more dates prior to the Stated Maturity, the amount which
         shall be deemed to be the principal amount of such Securities as of any
         such date for any purpose thereunder or hereunder, including the
         principal amount thereof which shall be due and payable upon any
         Maturity other than the Stated Maturity or which shall be deemed to be
         Outstanding as of any date prior to the Stated Maturity (or, in any
         such case, the manner in which such amount deemed to be the principal
         amount shall be determined);

                  (14)     if applicable, that the Securities of the series, in
         whole or any specified part, shall be defeasible pursuant to Section
         1402 or Section 1403 or both such Sections and, if other than by a
         Board Resolution of the Company, the manner in which any election by
         the Company to defease such Securities shall be evidenced;

                  (15)     if applicable, that any Securities of the series
         shall be issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 204 and any circumstances in addition to or in lieu of
         those set forth in Clause (2) of the last paragraph of Section 305(a)
         in which any such Global Security may be exchanged in whole or in part
         for Securities registered, and any transfer of such Global Security in
         whole or in part may be registered, in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                  (16)     any addition to or change in the Events of Default
         which applies to any Securities of the series and any change in the
         right of the Trustee or the requisite Holders of such Securities to
         declare the principal amount thereof due and payable pursuant to
         Section 502;

                  (17)     any addition to or change in the covenants set forth
         in Article Ten which applies to Securities of the series; and

                  (18)     any other terms of the series (which terms shall not
         be inconsistent with the provisions of this Indenture, except as
         permitted by Section 901(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to


                                       27
<PAGE>

above and (subject to Section 303) set forth, or determined in the manner
provided in, the Officers' Certificate referred to above or in any such
indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution of the Company, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of the series.

         At or prior to the issuance of any of the Guarantees, the exact form
and terms of such Guarantees, which shall be in substantially the form set forth
in Section 206 hereof, shall be established by or pursuant to a Board Resolution
of the Guarantor and set forth in an Officers' Certificate of the Guarantor.

         SECTION 302. DENOMINATIONS.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

         SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Company, and the
Guarantees endorsed thereon shall be executed on behalf of the Guarantor, in
each case, by its Chairman of the Board, the Chief Executive Officer, its
President, an Executive Vice President, a Senior Vice President, Treasurer or
one of its Vice Presidents. The signature of any of these officers on the
Securities may be manual or facsimile.

         Securities or Guarantees bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company or the
Guarantor shall bind the Company or the Guarantor, as the case may be,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company, with Guarantees endorsed thereon, to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities. If the form or terms of the Securities
of the series or the form of the Guarantees have been established by or pursuant
to one or more Board Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating to the effect that,


                                       28
<PAGE>

                  (1)      if the form of such Securities has been established
         by or pursuant to Board Resolution as permitted by Section 201, that
         such form has been established in conformity with the provisions of
         this Indenture;

                  (2)      if the terms of such Securities have been established
         by or pursuant to Board Resolution as permitted by Section 301, that
         such terms have been established in conformity with the provisions of
         this Indenture;

                  (3)      that such Securities, when authenticated and
         delivered by the Trustee and issued by the Company and such Guarantees,
         when endorsed on such securities, in each case in the manner and
         subject to any conditions specified in such Opinion of Counsel, will be
         valid and legally binding obligations of the Company and the Guarantor,
         respectively, entitled to the benefits of the Indenture, enforceable
         against the Company and the Guarantor in accordance with their terms,
         except to the extent that enforcement thereof may be limited by (i)
         bankruptcy, insolvency, reorganization, moratorium, fraudulent
         conveyance or other similar laws now or hereafter in effect relating to
         or affecting creditors' rights generally and (ii) general principles of
         equity (regardless of whether enforceability is considered in a
         proceeding at law or in equity); and

                  (4)      that the execution and delivery of such Securities by
         the Company and such Guarantees by the Guarantor of such Securities
         will not violate any applicable law, except for any such violation that
         would not, individually or in the aggregate, have a material adverse
         effect on the general affairs, management, financial position,
         stockholders' equity or results of operations of the Company or the
         Guarantor, in each case taken as a whole with its subsidiaries.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of a series if such documents are delivered at
or prior to the authentication upon original issuance of the first Security of
such series to be issued.

         Each Security shall be dated the date of its authentication.

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


                                       29
<PAGE>

provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

         SECTION 304.  TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities of any series, the
Company and the Guarantor may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities having duly executed Guarantees
endorsed thereon, which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities and Guarantees may determine, as evidenced by
their execution of such Securities and Guarantees.

         If temporary Securities of any series are issued, the Company and the
Guarantor will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, such exchange will be made by the Company at its expense and
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company and the Guarantor shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series having Guarantees duly endorsed
thereon, of any authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.

         SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE;
CERTAIN TRANSFERS AND EXCHANGES.

         (a)      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE GENERALLY.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
a register (the register maintained in such office and in any other office of
agency of the Company in a Place of Payment are herein sometimes collectively
referred to as the "SECURITY REGISTER") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby initially
appointed "SECURITY REGISTRAR" for the purpose of registering Securities and
transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment, the Company and
the Guarantor shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of the same series having duly executed Guarantees endorsed thereon, of any
authorized denominations and of like tenor and aggregate principal amount.


                                       30
<PAGE>

         Subject to Section 305(b), at the option of the Holder, Securities of
any series may be exchanged for other Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

         All Securities and Guarantees issued upon any registration of transfer
or exchange of Securities shall be the valid obligations of the Company and the
Guarantor, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities and Guarantees surrendered upon such
registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between beneficial owners of any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities of that series (or of that series and
specified tenor, as the case may be) selected for redemption under Section 1103
and ending at the close of business on the day of such mailing, or (B) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                  (1)      Each Global Security authenticated under this
         Indenture shall be registered in the name of the Depositary designated
         for such Global Security or a nominee thereof and delivered to such
         Depositary or a nominee thereof or custodian therefor, and each such
         Global Security shall constitute a single Security for all purposes of
         this Indenture.


                                       31
<PAGE>

                  (2)      Notwithstanding any other provision in this
         Indenture, no Global Security may be exchanged in whole or in part for
         Securities registered, and no transfer of a Global Security in whole or
         in part may be registered, in the name of any Person other than the
         Depositary for such Global Security or a nominee thereof unless (A)
         such Depositary (i) has notified the Company that it is unwilling or
         unable to continue as Depositary for such Global Security or (ii) has
         ceased to be a clearing agency registered under the Exchange Act, (B)
         the Company in its sole discretion determines that such Global Security
         shall be exchangeable for definitive registered Securities and executes
         and delivers to the Security Registrar a Company Order providing that
         such Global Security shall be so exchangeable, (C) there shall have
         occurred and be continuing an Event of Default with respect to such
         Global Security or (D) there shall exist such circumstances, if any, in
         addition to or in lieu of the foregoing as have been specified for this
         purpose as contemplated by Section 301.

                  (3)      Subject to Clause (2) above, any exchange of a Global
         Security for other Securities may be made in whole or in part, and all
         Securities issued in exchange for a Global Security or any portion
         thereof shall be registered in such names as the Depositary for such
         Global Security shall direct.

                  (4)      Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security or any portion thereof, whether pursuant to this Section,
         Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.

         (b)      CERTAIN TRANSFERS AND EXCHANGES. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 305(b) shall be made only in accordance with this Section
305(b).

                  (1)      Restricted Global Security to Regulation S Global
         Security. If the owner of a beneficial interest in the Restricted
         Global Security wishes at any time to transfer such interest to a
         Person who wishes to acquire the same in the form of a beneficial
         interest in the Regulation S Global Security, such transfer may be
         effected only in accordance with the provisions of this Clause (b)(1)
         and Clause (b)(4) below and subject to the Applicable Procedures. Upon
         receipt by the Security Registrar of (A) an order given by the
         Depositary or its authorized representative directing that a beneficial
         interest in the Regulation S Global Security in a specified principal
         amount be credited to a specified Agent Members' account and that a
         beneficial interest in the Restricted Global Security in an equal
         principal amount be debited from another specified Agent Members'
         account and (B) a Regulation S Certificate, satisfactory to the
         Security Registrar and the Trustee and duly executed by the owner of
         such beneficial interest in the Restricted Global Security or his
         attorney duly authorized in writing, then the Security Registrar,
         subject to Clause (b)(4) below, shall reduce the principal amount of
         the Restricted Global Security and increase the principal amount of the
         Regulation S Global Security by such specified principal amount.


                                       32
<PAGE>

                  (2)      Regulation S Global Security to Restricted Global
         Security. If the owner of a beneficial interest in the Regulation S
         Global Security wishes at any time to transfer such interest to a
         Person who wishes to acquire the same in the form of a beneficial
         interest in the Restricted Global Security, such transfer may be
         effected only in accordance with this Clause (b)(2) and subject to the
         Applicable Procedures. Upon receipt by the Security Registrar of (A) an
         order given by the Depositary or its authorized representative
         directing that a beneficial interest in the Restricted Global Security
         in a specified principal amount be credited to a specified Agent
         Members' account and that a beneficial interest in the Regulation S
         Global Security in an equal principal amount be debited from another
         specified Agent Members' account and (B) if such transfer is to occur
         during the Restricted Period, a Restricted Securities Certificate,
         satisfactory to the Security Registrar and the Trustee and duly
         executed by the owner of such beneficial interest in the Regulation S
         Global Security or his attorney duly authorized in writing, then the
         Security Registrar shall reduce the principal amount of the Regulation
         S Global Security and increase the principal amount of the Restricted
         Global Security by such specified principal amount. If transfers under
         this Clause (b)(2) occur after the Restricted Period, no Restricted
         Securities Certificates will be required.

                  (3)      Non-Global Security to Non-Global Security. A
         Security that is not a Global Security may be transferred, in whole or
         in part, to a Person who takes delivery in the form of another Security
         that is not a Global Security as provided in Section 305(a); provided
         that, if the Security to be transferred in whole or in part is a
         Restricted Security, then the Security Registrar shall have received a
         Restricted Securities Certificate, satisfactory to the Security
         Registrar and the Trustee and duly executed by the transferor Holder or
         his attorney duly authorized in writing, in which case the transferee
         Holder shall take delivery in the form of a Restricted Security
         (subject in every case to Section 305(c)).

                  (4)      Regulation S Global Security to be Held Through
         Euroclear or Clearstream during Restricted Period. The Company shall
         use its best efforts to cause the Depositary to ensure that beneficial
         interests in the Regulation S Global Security may be held only in or
         through accounts maintained at the Depositary by Euroclear or
         Clearstream (or by Agent Members acting for the account thereof), and
         no person shall be entitled to effect any transfer or exchange that
         would result in any such interest being held otherwise than in or
         through such an account; provided that this Clause (b)(4) shall not
         prohibit any transfer or exchange of such an interest in accordance
         with Clause (b)(2) above.

                  (5)      Restricted Non-Global Security to Restricted Global
         Security or Regulation S Global Security. If the Holder of a Restricted
         Security (other than a Global Security) wishes at any time to transfer
         all or any portion of such Security to a Person who wishes to take
         delivery thereof in the form of a beneficial interest in the Restricted
         Global Security or the Regulation S Global Security, such transfer may
         be effected only in accordance with the provisions of this Clause
         (b)(5) and Clause (b)(4) above and subject to the Applicable
         Procedures. Upon receipt by the Security Registrar of (A) such Security
         as provided in Section 305(a) and instructions satisfactory to the
         Security Registrar and the Trustee directing that a beneficial interest
         in the Restricted Global Security or Regulation S Global Security in a
         specified principal amount not greater than the


                                       33
<PAGE>

         principal amount of such Security be credited to a specified Agent
         Member's account and (B) a Restricted Securities Certificate, if the
         specified account is to be credited with a beneficial interest in the
         Restricted Global Security, or a Regulation S Certificate, if the
         specified account is to be credited with a beneficial interest in the
         Regulation S Global Security, in either case satisfactory to the
         Security Registrar and the Trustee and duly executed by such Holder or
         his attorney duly authorized in writing, then the Security Registrar,
         subject to Clause (b)(4) below, shall cancel such Security (and issue a
         new Security in respect of any untransferred portion thereof) and
         increase the principal amount of the Restricted Global Security or the
         Regulation S Global Security, as the case may be, by the specified
         principal amount, both as provided in Section 305(a).

         (c)      SECURITIES ACT LEGENDS. Restricted Securities and their
Successor Securities shall bear a Restricted Securities Legend, and the
Regulation S Securities and their Successor Securities shall bear a Regulation S
Legend, subject to the following:

                  (1)      subject to the following Clauses of this Section
         305(c), a Security or any portion thereof which is exchanged, upon
         transfer or otherwise, for a Global Security or any portion thereof
         shall bear the Securities Act Legend borne by such Global Security
         while represented thereby;

                  (2)      subject to the following Clauses of this Section
         305(c), a new Security which is not a Global Security and is issued in
         exchange for another Security (including a Global Security) or any
         portion thereof, upon transfer or otherwise, shall bear the Securities
         Act Legend borne by such other Security; provided that, if such new
         Security is required pursuant to Section 305(b)(5) to be issued in the
         form of a Restricted Security, it shall bear a Restricted Securities
         Legend and, if such new Security is so required to be issued in the
         form of a Regulation S Security, it shall bear a Regulation S Legend;

                  (3)      Registered Securities shall not bear a Securities Act
         Legend;

                  (4)      at any time after the Securities may be freely
         transferred without registration under the Securities Act or without
         being subject to transfer restrictions pursuant to the Securities Act,
         a new Security which does not bear a Securities Act Legend may be
         issued in exchange for or in lieu of a Security (other than a Global
         Security) or any portion thereof which bears such a legend if the
         Security Registrar has received an Unrestricted Securities Certificate
         in the form set forth in Annex C hereto, satisfactory to the Security
         Registrar and the Trustee and duly executed by the Holder of such
         legended Security or his attorney duly authorized in writing, and after
         such date and receipt of such certificate, the Trustee shall
         authenticate and deliver such a new Security in exchange for or in lieu
         of such other Security as provided in this Article Three;

                  (5)      a new Security which does not bear a Securities Act
         Legend may be issued in exchange for or in lieu of a Security (other
         than a Global Security) or any portion thereof which bears such a
         legend if, in the Company's judgment, placing such a legend upon such
         new Security is not necessary to ensure compliance with the
         registration requirements of the Securities Act, and the Trustee, at
         the direction of the Company, shall authenticate and deliver such a new
         Security as provided in this Article Three; and


                                       34
<PAGE>
                  (6)      notwithstanding the foregoing provisions of this
         Section 305(c), a Successor Security of a Security that does not bear a
         particular form of Securities Act Legend shall not bear such form of
         legend unless the Company has reasonable cause to believe that such
         Successor Security is a "restricted security" within the meaning of
         Rule 144, in which case the Trustee, at the direction of the Company,
         shall authenticate and deliver a new Security bearing a Restricted
         Securities Legend in exchange for such Successor Security as provided
         in this Article Three.

         SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

         If any mutilated Security is surrendered to the Trustee, the Company
and the Guarantor shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and having a duly
executed Guarantee endorsed thereon, of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company, the Guarantor and the
Trustee (1) evidence to their satisfaction of the destruction, loss or theft of
any Security and (2) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company, the Guarantor or the Trustee that such Security has
been acquired by a bona fide purchaser, the Company and the Guarantor shall
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security having a duly executed
Guarantee endorsed thereon, of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security, and the Guarantee endorsed thereon, of any series
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Company and the Guarantor, respectively, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities and Guarantees of that series and Guarantees duly
issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

         SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided


                                       35
<PAGE>

for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be given to each Holder of Securities
         of such series in the manner set forth in Section 106, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities of such series (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following Clause (2).

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

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


                                       36
<PAGE>

         SECTION 308.  PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Guarantor, the Trustee nor any agent of
the Company, the Guarantor or the Trustee shall be affected by notice to the
contrary.

         SECTION 309.  CANCELLATION.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or of credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in accordance with its customary procedures.

         SECTION 310.  COMPUTATION OF INTEREST.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:

         (1)      either:

                  (A)      all Securities theretofore authenticated and
         delivered (other than (i) Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 306
         and (ii) Securities for whose payment money has theretofore been
         deposited in trust or segregated and held in trust by


                                       37
<PAGE>
         the Company and thereafter repaid to the Company or discharged from
         such trust, as provided in Section 1003) have been delivered to the
         Trustee for cancellation; or

                  (B)      all such Securities not theretofore delivered to the
         Trustee for cancellation

                           (i)      have become due and payable, or

                           (ii)     will become due and payable at their Stated
                  Maturity within one year, or

                           (iii)    are to be called for redemption within one
                  year under arrangements satisfactory to the Trustee for the
                  giving of notice of redemption by the Trustee in the name, and
                  at the expense, of the Company,

         and the Company, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited with the Trustee as trust funds in trust for
         the purpose money in an amount sufficient to pay and discharge the
         entire indebtedness on such Securities not theretofore delivered to the
         Trustee for cancellation, for principal and any premium and interest to
         the date of such deposit (in the case of Securities which have become
         due and payable) or to the Stated Maturity or Redemption Date, as the
         case may be;

         (2)      the Company or the Guarantor has paid or caused to be paid all
other sums payable hereunder by the Company and the Guarantor; and

         (3)      the Company and the Guarantor each has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company and the Guarantor to the Trustee under Section 607,
the obligations of the Company and the Guarantor to any Authenticating Agent
under Section 614 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive
such satisfaction and discharge.

         SECTION 402.  APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.


                                       38
<PAGE>

                                   ARTICLE V

                                    REMEDIES

         SECTION 501.  EVENTS OF DEFAULT.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be 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):

                  (1)      default in the payment of any interest upon any
         Security of that series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (2)      default in the payment of the principal of or any
         premium on any Security of that series at its Maturity; or

                  (3)      default in the performance, or breach, of any
         covenant or warranty of the Company or the Guarantor, as the case may
         be, in this Indenture (other than a covenant or warranty a default in
         whose performance or whose breach is elsewhere in this Section
         specifically dealt with or which has expressly been included in this
         Indenture solely for the benefit of any series other than that series),
         and continuance of such default or breach for a period of 60 days after
         there has been given, by registered or certified mail, to the Company
         or the Guarantor, as the case may be, by the Trustee or to the Company
         or the Guarantor, as the case may be, and the Trustee by the Holders of
         at least 25% in principal amount of the Outstanding Securities a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (4)      the entry by a court having jurisdiction in the
         premises of (A) a decree or order for relief in respect of the Company
         or the Guarantor, as the case may be, in an involuntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or (B) a decree or
         order adjudging the Company or the Guarantor, as the case may be, a
         bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company or the Guarantor, as the case may be, under any
         applicable Federal or State law, or appointing a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Company or the Guarantor, as the case may be, or of any
         substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order for relief or any such other decree or order unstayed and in
         effect for a period of 90 consecutive days; or

                  (5)      the commencement by the Company or the Guarantor, as
         the case may be, of a voluntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or of any other case or proceeding to be adjudicated a
         bankrupt or insolvent, or the consent by it to the entry of a decree or
         order


                                       39
<PAGE>

         for relief in respect of the Company or the Guarantor, as the case may
         be, in an involuntary case or proceeding under any applicable Federal
         or State bankruptcy, insolvency, reorganization or other similar law or
         to the commencement of any bankruptcy or insolvency case or proceeding
         against it, or the filing by it of a petition or answer or consent
         seeking reorganization or relief under any applicable Federal or State
         law, or the consent by it to the filing of such petition or to the
         appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Company or the Guarantor, as the case may be, or of any
         substantial part of its property, or the making by it of an assignment
         for the benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due, or the taking
         of corporate action by the Company or the Guarantor, as the case may
         be, in furtherance of any such action; or

                  (6)      the Guarantees with respect to Securities of that
         series cease to be in full force and effect or the Guarantees are
         declared to be null and void and unenforceable or the Guarantees are
         found to be invalid or the Guarantor denies its liability under the
         Guarantees; or

                  (7)      any other Event of Default provided with respect to
         Securities of that series.

         SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default (other than an Event of Default specified in
Section 501(4) or 501(5)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and payable.
If an Event of Default specified in Section 501(4) or 501(5) with respect to
Securities of any series at the time Outstanding occurs, the principal amount of
all the Securities of that series shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority, in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

                  (1)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay:

                           (A)      all overdue interest on all Securities of
                  that series,

                           (B)      the principal of (and premium, if any, on)
                  any Securities of that series which have become due otherwise
                  than by such declaration of acceleration and any interest
                  thereon at the rate or rates prescribed therefor in such
                  Securities,


                                       40
<PAGE>

                           (C)      to the extent that payment of such interest
                  is lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

                           (D)      all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2)      all Events of Default with respect to Securities of
         that series, other than the nonpayment of the principal of Securities
         of that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

         SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

         The Company and the Guarantor covenant that if:

                  (1)      default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (2)      default is made in the payment of the principal of
         (or premium, if any, on) any Security at the Maturity thereof,

the Company and the Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and any premium and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem necessary to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

         SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities) or the Guarantor, as the case may be, their
respective property or creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator,


                                       41
<PAGE>

sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

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

         SECTION 506. APPLICATION OF MONEY COLLECTED.

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

         FIRST:  To the payment of all amounts due the Trustee under Section
607;

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

         THIRD:  To the Company.

         SECTION 507. LIMITATION ON SUITS.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless


                                       42
<PAGE>

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

                  (2)      the Holders of not less than 25% in principal amount
         of the Outstanding Securities of that series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

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

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

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Securities of that
         series;

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

         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

         SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Guarantor, the Trustee and
the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

         SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein


                                       43
<PAGE>

conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         SECTION 511. DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

         SECTION 512. CONTROL BY HOLDERS.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series; provided that

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

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

         SECTION 513. WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series by notice to the Trustee may on behalf of
the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default

                  (1)      in the payment of the principal of or any premium or
         interest on any Security of such series, or

                  (2)      in respect of a covenant or provision hereof which
         under Article Nine cannot be modified or amended without the consent of
         the Holder of each Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.


                                       44
<PAGE>
         SECTION 514. 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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel) against any such party litigant, in the manner and to the
extent provided in the Trust Indenture Act; provided that neither this Section
nor the Trust Indenture Act shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by the
Company or the Trustee.

         SECTION  515. WAIVER OF USURY, STAY OR EXTENSION LAWS.

         Each of the Company and the Guarantor covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any usury, 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 each of the
Company and the Guarantor (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

         SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers hereunder. Whether or not
therein expressly so provided, 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.

         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.

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


                                       45
<PAGE>

         The Trustee shall not be liable for any error of judgement made in good
faith by a Responsible Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts.

         SECTION 602. NOTICE OF DEFAULTS.

         If a default occurs hereunder with respect to Securities of any series
of which the Trustee has received written notice, the Trustee shall give the
Holders of Securities of such series notice of such default as and to the extent
provided by the Trust Indenture Act. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

         SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 601:

                  (1)      the Trustee may conclusively rely and shall be fully
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document (whether in its original or
         facsimile form) believed by it to be genuine and to have been signed or
         presented by the proper party or parties;

                  (2)      any request or direction of the Company or the
         Guarantor mentioned herein shall be sufficiently evidenced by a Company
         Request or Company Order or Guarantor Request or Guarantor Order, as
         the case may be, and any resolution of the Board of Directors shall be
         sufficiently evidenced by a Board Resolution;

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

                  (4)      the Trustee may consult with counsel of its selection
         and the advice of such counsel or any Opinion of Counsel shall be full
         and complete authorization and protection in respect of any action
         taken, suffered or omitted by it hereunder in good faith and in
         reliance thereon;

                  (5)      the Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Indenture at the
         request or direction of any of the Holders pursuant to this Indenture,
         unless such Holders shall have offered to the Trustee security or
         indemnity satisfactory to the Trustee against the costs, expenses and
         liabilities which might be incurred by it in compliance with such
         request or direction;

                  (6)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness


                                       46
<PAGE>

         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company at the expense of the
         Company, personally or by agent or attorney and shall incur no
         liability by reason of such inquiry or investigation;

                  (7)      the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (8)      the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture;

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

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

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

         SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture, of the Securities or of the
Guarantees. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

         SECTION 605. MAY HOLD SECURITIES.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or the Guarantor, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 608 and 613, may otherwise


                                       47
<PAGE>

deal with the Company or the Guarantor with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

         SECTION 606. MONEY HELD IN TRUST.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company or the Guarantor.

         SECTION 607. COMPENSATION AND REIMBURSEMENT.

         The Company and the Guarantor, jointly and severally, agree:

                  (1)      to pay to the Trustee from time to time such
         compensation as shall be agreed in writing from time to time between
         the Company, the Guarantor and the Trustee for all services rendered by
         it hereunder (which compensation shall not be limited by any provision
         of law in regard to the compensation of a trustee of an express trust);

                  (2)      except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as shall be determined to have been caused by its own negligence or
         willful misconduct; and

                  (3)      to fully indemnify each of the Trustee or any
         predecessor Trustee and its agents for, and to hold it harmless
         against, any and all loss, liability, claim, damage or expense asserted
         by any Person (including reasonable legal fees and expenses), incurred
         without negligence or willful misconduct on its part, arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder, including the costs and expenses of defending itself
         against any claim or liability in connection with the exercise or
         performance of any of its powers or duties hereunder.

         The Trustee shall have a lien prior to the Securities and the
Guarantees as to all property and funds held by it hereunder for any amount
owing it or any predecessor Trustee pursuant to this Section 607, except with
respect to funds held in trust for the benefits of Holders of particular
Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(4) or Section 501(5), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

         The provision of this Section shall survive the termination of this
Indenture.


                                       48
<PAGE>

         SECTION 608. CONFLICTING INTERESTS.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this indenture with respect to
Securities of more than one series.

         SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more series. Each Trustee shall be a person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

         SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee.

         The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities, delivered to the Trustee and to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of removal, the Trustee being removed may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

         If at any time:

                  (1)      the Trustee shall fail to comply with Section 608
         after written request therefor by the Company or by any Holder who has
         been a bona fide Holder of a Security for at least six months, or


                                       49
<PAGE>

                  (2)      the Trustee shall cease to be eligible under Section
         609 and shall fail to resign after written request therefor by the
         Company or by any such Holder, or

                  (3)      the Trustee shall become incapable of acting or shall
         be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
         its property shall be appointed or any public officer shall take charge
         or control of the Trustee or of its property or affairs for the purpose
         of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to all Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

         The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

         SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights,


                                       50
<PAGE>

powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all series) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

         Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

         SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee (including the trust created by this Indenture), shall be the
successor of the Trustee hereunder; provided that such corporation shall be
otherwise qualified


                                       51
<PAGE>

and eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY OR
GUARANTOR.

         If and when the Trustee shall be or become a creditor of the Company or
the Guarantor (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company and the Guarantor (or any such other obligor).

         SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent; provided that such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.


                                       52
<PAGE>

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Company and the Guarantor agree to pay to the Authenticating Agent
from time to time reasonable compensation for its services under this Section.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

Dated:
       ---------------------------------

                                             -----------------------------------
                                                                      As Trustee

                                             By                                ,
                                               --------------------------------
                                                         As Authenticating Agent

                                             By
                                                --------------------------------
                                                     As Authenticating Signatory

                                  ARTICLE VII

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND GUARANTOR

         SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders of the Securities. If the Trustee is not Registrar, the Company will
furnish or cause to be furnished to the Trustee

                  (1)      semi-annually, not more than 15 days after the
         Regular Record Date in respect of the Securities of such series or on
         June 30th and December 31st of each year with respect to each series of
         Securities to which there are no Regular Record Dates, a list, in


                                       53
<PAGE>

         such form as the Trustee may reasonably require, of the names and
         addresses of the Holders of Securities of each series as of such
         Regular Record Date or June 15th or December 15th, as the case may be,
         and

                  (2)      at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar, which the Security Registrar will furnish to the
Company in a similar manner.

         SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

         SECTION 703. REPORTS BY TRUSTEE.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted no later than May 15 in each calendar year,
commencing in 2002.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when any Securities are listed on any stock
exchange or of any delisting thereof.

         SECTION 704. REPORTS BY GUARANTOR.

         Whether or not required by the rules and regulations of the Commission,
so long as any Securities are outstanding, the Guarantor shall deliver to the
Trustee and the Holders, within five days after the Guarantor is required to
file with the Commission, or would be required to file if the Guarantor were
subject to the reporting requirements of the Commission, all quarterly and
annual financial information that would be required to be contained in a filing
with the


                                       54
<PAGE>

Commission on Forms 10-Q and 10-K if the Guarantor were required to file such
forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and, with respect to the annual information only, a
report thereon by the Guarantor's certified independent accountants.

         In addition, the Guarantor will file a copy of all such information and
reports with the Commission for public availability within the time periods
specified in the Commission's rules and regulations (unless the Commission will
not accept such a filing).

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

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 801. COMPANY AND GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON
CERTAIN TERMS.

         Neither the Company nor the Guarantor may consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and neither the Company nor the
Guarantor may permit any Person to consolidate with or merge into the Company or
the Guarantor or convey, transfer or lease its properties and assets
substantially as an entirety to the Company or the Guarantor unless:

                  (1)      in case the Company or the Guarantor shall
         consolidate with or merge into another Person or convey, transfer or
         lease its properties and assets substantially as an entirety to any
         Person, the Person formed by such consolidation or into which the
         Company or the Guarantor, as the case may be, is merged or the Person
         which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company or the Guarantor, as the case may
         be, substantially as an entirety shall be a corporation, partnership or
         trust, shall be organized and validly existing under the laws of the
         United States of America, any State thereof or the District of
         Columbia, or in the case of the Company, the Province of Nova Scotia
         and shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, the due and punctual payment of the principal of and any
         premium and interest on all the Securities or the obligations under the
         Guarantees, as the case may be, and the performance or observance of
         every covenant of this Indenture on the part of the Company or the
         Guarantor, as the case may be, to be performed or observed and the
         assumption of the Company's or Guarantor's obligations, as the case may
         be, under the Registration Rights Agreement;

                  (2)      immediately after giving effect to such transaction
         and treating any Indebtedness which becomes an obligation of the
         Company or the Guarantor, as the case may be, as a result of such
         transaction as having been incurred by the Company or the


                                       55
<PAGE>


         Guarantor, as the case may be, at the time of such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing;

                  (3)      if, as a result of any such consolidation or merger
         or such conveyance, transfer or lease, properties or assets of the
         Company or the Guarantor, as the case may be, would become subject to a
         mortgage, pledge, lien, security interest or other encumbrance which
         would not be permitted by this Indenture, the Company, the Guarantor or
         such successor Person, as the case may be, shall take such steps as
         shall be necessary effectively to secure the Securities equally and
         ratably with (or prior to) all indebtedness secured thereby; and

                  (4)      the Guarantor has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

         SECTION 802. SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company or the Guarantor with, or merger
of the Company or the Guarantor into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Company or the Guarantor
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company or the
Guarantor, as the case may be, under this Indenture with the same effect as if
such successor Person had been named as the Company or the Guarantor, as the
case may be, herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture, the Securities or the Guarantees, as the case may be.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

                  (1)      to evidence the succession of another Person to the
         Company or the Guarantor, as the case may be, and the assumption by any
         such successor of the covenants of the Company or the Guarantor herein,
         in the Securities or the Guarantees, as the case may be; or


                                       56
<PAGE>

                  (2)      to add to the covenants of the Company or the
         Guarantor for the benefit of the Holders of all or any series of
         Securities (and if such covenants are to be for the benefit of less
         than all series of Securities, stating that such covenants are
         expressly being included solely for the benefit of such series) or to
         surrender any right or power herein conferred upon the Company or the
         Guarantor; or

                  (3)      to add any additional Events of Default for the
         benefit of the Holders of all or any series of Securities (and if such
         additional Events of Default are to be for the benefit of less than all
         series of Securities, stating that such additional Events of Default
         are expressly being included solely for the benefit of such series); or

                  (4)      to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                  (5)      to add to, change or eliminate any of the provisions
         of this Indenture in respect of one or more series of Securities;
         provided that any such addition, change or elimination (A) shall
         neither (i) apply to any Security of any series created prior to the
         execution of such supplemental indenture and entitled to the benefit of
         such provision nor (ii) modify the rights of the Holder of any such
         Security with respect to such provision or (B) shall become effective
         only when there is no such Security Outstanding; or

                  (6)      to secure the Securities pursuant to the requirements
         of Section 1009 or otherwise; or

                  (7)      to establish the form or terms of Securities of any
         series as permitted by Sections 201 and 301; or

                  (8)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 611; or

                  (9)      to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this Clause (9) shall not adversely affect the
         interests of the Holders of Securities of any series.

         SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than 50% in principal
amount of the Outstanding Securities (including consents obtained in connection
with a tender offer or exchange offer) of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company and the Guarantor, each when authorized
by a Board Resolution, and the Trustee may enter into an indenture or


                                       57
<PAGE>

indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
(including consents obtained in connection with a tender offer or exchange
offer) affected thereby,

                  (1)      change the Stated Maturity of the principal of, or
         any installment of principal of or interest on, any Security or reduce
         the principal amount thereof or the rate of interest thereon or any
         premium payable upon the redemption thereof, or reduce the amount of
         the principal of any Security which would be due and payable upon a
         declaration of acceleration of the Maturity thereof pursuant to Section
         502, or change any Place of Payment where, or the coin or currency in
         which, any Security or any premium or interest thereon is payable, or
         impair the right to institute suit for the enforcement of any such
         payment on or after the Stated Maturity thereof (or, in the case of
         redemption, on or after the Redemption Date), or

                  (2)      reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or

modify any of the provisions of this Section, Section 513 or Section 1010,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes in
this Section and Section 1010, or the deletion of this provision, in accordance
with the requirements of Sections 611 and 901(8).

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

         SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of


                                       58
<PAGE>

such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

         SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES

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

         SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

         SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series with Guarantees so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and the Guarantor and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

                                   ARTICLE X

                                    COVENANTS

         SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

         SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY

         The Company will maintain, or will cause the Paying Agent to maintain,
in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company or the Guarantor
in respect of the Securities of that series, the Guarantees and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the


                                       59
<PAGE>

Corporate Trust Office of the Trustee and the Company and the Guarantor hereby
appoint the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

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

         SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to 10:30 a.m. New York time on each due
date of the principal of or any premium or interest on any Securities of that
series, deposit with a Paying Agent a sum sufficient to pay such amount, such
sum to be held as provided by the Trust Indenture Act, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security and remaining unclaimed for two years after such
principal, premium or interest has become due

                                       60

<PAGE>
and payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may, at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money, then remaining
will be repaid to the Company.

         SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

         The Company and the Guarantor, respectively, will deliver to the
Trustee, within 120 days after the end of each of their respective fiscal years
ending after the date hereof, an Officers' Certificate, stating whether or not
to the best knowledge of the signers thereof the Company or the Guarantor, as
the case may be, is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture (without regard to any period
of grace or requirement of notice provided hereunder) and, if the Company or the
Guarantor, as the case may be, shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge. The Company
or the Guarantor, as the case may be, will give the Trustee notice of any Event
of Default within 10 days after any Responsible Officer of the Company or the
Guarantor, as the case may be, becomes aware of or receives actual notice of
such default or Event of Default.

         SECTION 1005. EXISTENCE.

         Subject to Article Eight, each of the Company and the Guarantor will do
or cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; provided,
however, that neither the Company nor the Guarantor shall be required to
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company or the Guarantor, as the case may be, and that the loss
thereof is not disadvantageous in any material respect to the Holders.

         SECTION 1006. MAINTENANCE OF PROPERTIES.

         The Company and the Guarantor will each cause all properties used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company or the Guarantor, as the case may be, may be necessary
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company or the Guarantor from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company or the Guarantor, as the case may be,


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<PAGE>

desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

         SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company and the Guarantor will pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company, the
Guarantor or any of their Subsidiaries or upon the income, profits or property
of the Company, the Guarantor or any of their Subsidiaries, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company, the Guarantor or any of their
Subsidiaries; provided, however, that neither the Company, the Guarantor nor any
of their Subsidiaries shall be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         SECTION 1008. LIMITATION ON SALES AND LEASEBACKS.

         The Guarantor will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to
any Principal Property unless, after giving effect thereto, the aggregate amount
of all Attributable Debt with respect to Sale and Lease-Back Transactions plus
the aggregate amount of Indebtedness secured by Liens incurred without equally
and ratably securing the Securities pursuant to Section 1009 would not exceed
10% of Consolidated Net Tangible Assets; provided, however, that this Section
1008 shall not apply to, and there shall be excluded from Attributable Debt in
any computation under this Section or Section 1009, Attributable Debt with
respect to any Sale and Lease-Back Transaction if:

                  (1)      the lease in such Sale and Lease-Back Transaction
         is for a period, including renewal rights, of three years or less;

                  (2)      the Guarantor or any of its Restricted Subsidiaries,
         within 180 days after the Sale and Lease-Back Transaction, applies an
         amount not less than the greater of the net proceeds of the sale of
         the Principal Property leased pursuant to the Sale and Lease-Back
         Transaction or the fair market value of the Principal Property so
         leased at the time of entering into the Sale and Lease-Back
         Transaction (as determined in any manner approved by the Board of
         Directors) to (A) the prepayment or retirement of Funded Debt of the
         Guarantor or any of its Restricted Subsidiaries; provided however,
         that the amount to be applied to the prepayment or retirement of such
         Funded Debt of the Guarantor or of a Restricted Subsidiary of the
         Guarantor shall be reduced by an amount equal to the sum of (i) the
         principal amount of any Securities (or other notes or debentures
         constituting such Funded Debt) delivered within such 180-day period to
         the Trustee or other applicable trustee for retirement and
         cancellation and (ii) the principal amount of such Funded Debt, other
         than items referred to in the preceding clause (i), voluntarily
         prepaid or retired by the Guarantor or a Restricted Subsidiary within
         180 days after such sale; and provided further, however, that,
         notwithstanding the foregoing, no prepayment or retirement referred to
         in this Clause (A) may be effected by payment at maturity or


                                       62
<PAGE>

         pursuant to any mandatory sinking fund payment or any other mandatory
         prepayment or retirement provision, or (B) the purchase of other
         property which will constitute Principal Property having a fair market
         value, in the opinion of the Board of Directors, at least equal to the
         fair market value of the Principal Property leased in such Sale and
         Lease-Back Transaction;

                  (3)      the lease in such Sale and Lease-Back Transaction
         secures or relates to obligations issued by a State, territory or
         possession of the United States, any political subdivision of any of
         the foregoing, or the District of Columbia, to finance the acquisition
         or construction of property, and on which the interest is not, in the
         opinion of tax counsel of recognized standing or in accordance with a
         ruling issued by the Internal Revenue Service, includible in gross
         income of the holder by reason of Section 103(a) of the Internal
         Revenue Code of 1986, as amended (or any successor to such provision),
         as in effect at the time of the issuance of such obligations; or

                  (4)      such Sale and Lease-Back Transaction is entered into
         between the Guarantor and a wholly-owned Subsidiary of the Guarantor or
         between wholly-owned Subsidiaries of the Guarantor.

         SECTION 1009. RESTRICTION ON LIENS.

         The Guarantor will not, and will not permit any of its Restricted
Subsidiaries to create, incur, assume or suffer to exist any Lien upon any
Principal Property, whether owned at the date of this Indenture or thereafter
acquired, to secure any Indebtedness, without making effective provision whereby
the Securities (together with, if the Guarantor shall so determine, any
Indebtedness of the Guarantor or any Restricted Subsidiary then existing or
thereafter created which is not subordinate to the Securities) shall be secured
by such Lien equally and ratably with (or prior to) any and all other
Indebtedness secured by Liens so long as that Indebtedness is so secured unless,
after giving effect thereto, the aggregate amount of all Indebtedness secured by
Liens plus all Attributable Debt of the Guarantor and its Restricted
Subsidiaries with respect to Sale and Lease-Back Transactions would not exceed
10% of Consolidated Net Tangible Assets; provided, however, that this Section
1009 shall not apply to, and there shall be excluded from Indebtedness secured
by Liens in any computation under this Section 1009 or Section 1008,
Indebtedness secured by any of the following:

                  (1)      Liens existing on the date of the Indenture;

                  (2)      Liens on any property existing at the time of
         acquisition thereof by the Guarantor or a Restricted Subsidiary;
         provided that (A) each such Lien shall at all times be confined solely
         to the asset or assets so acquired and (B) the principal amount of
         Indebtedness secured by each such Lien shall at no time exceed the cost
         of the assets in question to the Guarantor or the respective Restricted
         Subsidiary (including the principal amount of the Indebtedness secured
         thereby);

                  (3)      Liens in favor of the Guarantor or any wholly-owned
         Restricted Subsidiary;

                  (4)      Liens in favor of any governmental body to secure
         progress, advance or other payments pursuant to any contract or
         provision of any statute;


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<PAGE>

                  (5)      Liens on property to secure all or part of the cost
         of acquiring, substantially repairing or altering, constructing,
         developing or substantially improving such property, or to secure
         Indebtedness incurred to provide funds for any such purpose; provided
         that (A) such Lien comes into existence not later than 180 days after
         the later of (i) the completion of the acquisition, substantial repair
         or alteration, construction, development or substantial improvement of
         such property or (ii) the placing in operation of such property or of
         such property as so substantially repaired or altered, constructed,
         developed or substantially improved and (B) the principal amount of
         Indebtedness secured by such Lien does not exceed the cost of such
         acquisition, repair, alteration, construction, development or
         improvement; provided, however, that if such Indebtedness is in
         connection with the acquisition of any Timberlands, and the Board of
         Directors of the Guarantor has determined, within 180 days of such
         acquisition, that the Guarantor will seek such Indebtedness (from a
         lender or investor not including the Guarantor or any Subsidiary of the
         Guarantor), then the applicable Lien shall be deemed to be included in
         this clause (5) if such Lien is created within a further 180 days after
         the end of such first 180-day period;

                  (6)      Liens securing obligations issued by a State,
         territory or possession of the United States, or any political
         subdivision of any of the foregoing, or the District of Columbia, to
         finance the acquisition or construction of property, and on which the
         interest is not, in the opinion of tax counsel of recognized standing
         or in accordance with a ruling issued by the Internal Revenue Service,
         includible in gross income of the holder by reason of Section 103(a) of
         the Internal Revenue Code of 1986, as amended (or any successor to such
         provision), as in effect at the time of the issuance of such
         obligations; or

                  (7)      Any extension, renewal or replacement (or successive
         extensions, renewals or replacements), as a whole or in part, of any
         Lien referred to in the foregoing clauses (1) through (6), inclusive;
         provided, however, that such extension, renewal or replacement Lien
         shall (A) be limited to all or part of the same property that secured
         the Lien extended, renewed or replaced (plus improvements on such
         property) and (B) not exceed the principal amount of Indebtedness, plus
         any premium of fee payable in connection with any such extension,
         renewal or replacement, so secured at the time of such extension,
         renewal or replacement.

         For purposes of this Section 1009 and Section 1008, an "acquisition" of
property (including real, personal or intangible property or shares of capital
stock or Indebtedness) shall include any transaction or series of transactions
by which the Guarantor or a Restricted Subsidiary acquires, directly or
indirectly, an interest, or an additional interest (to the extent thereof), in
such property, including an acquisition through merger or consolidation with, or
an acquisition of an interest in, a Person owning an interest in such property.

         SECTION 1010. WAIVER OF CERTAIN COVENANTS.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company and the Guarantor may, with respect to
the Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant


                                       64
<PAGE>

provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the
Holders of such series and in Sections 1008 or 1009 if before the time for such
compliance the Holders of at least 50% in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the Guarantor
and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

         SECTION 1101. APPLICABILITY OF ARTICLE.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

         SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution of the Company or in another manner specified as
contemplated by Section 301 for such Securities. In case of any redemption at
the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed, and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

         SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.


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<PAGE>

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

         SECTION 1104. NOTICE OF REDEMPTION.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

         All notices of redemption shall identify the Securities to be redeemed
(including CUSIP number) and shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3)      if less than all the Outstanding Securities of any
         series consisting of more than a single Security are to be redeemed,
         the identification (and, in the case of partial redemption of any such
         Securities, the principal amounts) of the particular Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting of a single Security are to be redeemed, the principal
         amount of the particular Security to be redeemed,

                  (4)      that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date, and

                  (5)      the place or places where each such Security is to be
         surrendered for payment of the Redemption Price.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.


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<PAGE>

         SECTION 1105. DEPOSIT OF REDEMPTION PRICE

         Prior to 10:30 a.m. New York time on any Redemption Date, the Company
shall 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 as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

         SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

         SECTION 1107. SECURITIES REDEEMED IN PART.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company and the Guarantor shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor having duly executed Guarantees endorsed thereon, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.


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<PAGE>
                                  ARTICLE XII

                             [INTENTIONALLY OMITTED]

                                  ARTICLE XIII

                             GUARANTEE OF SECURITIES

         SECTION 1301. UNCONDITIONAL GUARANTEE.

         Subject to the provisions of this Article Thirteen, the Guarantor
hereby unconditionally and irrevocably guarantees (such guarantees to be
referred to herein as "GUARANTEES") to each Holder of a Security authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Company to the Holders or the Trustee
hereunder or thereunder, that: (a) the principal of, premium, if any, and
interest on the Securities shall be duly and punctually paid in full when due,
whether at maturity, upon redemption at the option of Holders pursuant to the
provisions of the Securities relating thereto, by acceleration or otherwise, and
interest on the overdue principal and (to the extent permitted by law) interest,
if any, on the Securities and all other obligations of the Company or the
Guarantor to the Holders or the Trustee hereunder or thereunder (including
amounts due the Trustee hereunder) and all other obligations shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Securities
or any of such other obligations, the same shall be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed, or failing performance of any other obligation of the
Company to the Holders under this Indenture or under the Securities, for
whatever reason, the Guarantor shall be obligated to pay, or to perform or cause
the performance of, the same immediately. An Event of Default under this
Indenture or the Securities shall constitute an event of default under this
Guarantee, and shall entitle the Holders of Securities to accelerate the
obligations of the Guarantor hereunder in the same manner and to the same extent
as the obligations of the Company.

         The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same, whether or not a Guarantee is affixed to any particular
Security, or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. The Guarantor hereby waives the
benefit of diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands
whatsoever and covenants that its Guarantee shall not be discharged except by
complete performance of the obligations contained in the Securities, this
Indenture and this Guarantee. This Guarantee is a guarantee of payment and not
of collection. If any Holder or the Trustee is required by any court or
otherwise to return to the Company or to the Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or the


                                       68
<PAGE>

Guarantor, any amount paid by the Company or the Guarantor to the Trustee or
such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. The Guarantor further agrees that, as
between it, on the one hand, and the Holders of Securities and the Trustee, on
the other hand, (a) subject to this Article Thirteen, the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Five
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such obligations
as provided in Article Five hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantor for the purpose
of this Guarantee.

         SECTION 1302. LIMITATIONS ON GUARANTEES.

         The obligations of the Guarantor under its Guarantees are limited to
the maximum amount which, after giving effect to all other contingent and fixed
liabilities of the Guarantor (including without limitation, any other Guarantor
senior debt) will result in the obligations of the Guarantor under the
Guarantees not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law.

         SECTION 1303. EXECUTION AND DELIVERY OF GUARANTEES.

         To further evidence the Guarantees set forth in Section 1301, the
Guarantor hereby agrees that a notation of such guarantee, substantially in the
form set forth in Section 206 hereto, shall be endorsed on each Security
authenticated and delivered by the Trustee. Such Guarantees shall be executed on
behalf of the Guarantor by either manual or facsimile signature of an officer of
the Guarantor who shall have been duly authorized to so execute by all requisite
corporation action. The validity and enforceability of any Guarantee shall not
be affected by the fact that it is not affixed to any particular Security.

         The Guarantor hereby agrees that its Guarantees set forth in Section
1301 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation of such Guarantee.

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

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

         SECTION 1304. RELEASE OF THE GUARANTOR.

                  (1) Upon the consolidation or merger of the Guarantor with or
         into any Person in compliance with Article Eight, the Guarantor's
         Guarantees will be automatically discharged and released from all
         obligations under this Article Thirteen without any further action
         required on the part of the Trustee or any Holder; provided, however,
         the


                                       69
<PAGE>

         successor Person expressly assumes the Guarantor's obligations under
         the Guarantees, under the Indenture and under the Registration Rights
         Agreement.

                  (2) The Trustee shall deliver an appropriate instrument
         evidencing the release of the Guarantor upon receipt of a request by
         the Company or the Guarantor accompanied by an Officers' Certificate
         and an Opinion of Counsel certifying as to the compliance with this
         Section 1304; provided, however, that the legal counsel delivering such
         Opinion of Counsel may rely as to matters of fact on one or more
         Officers' Certificates of the Company.

         The Trustee shall execute any documents reasonably requested by the
Company or the Guarantor in order to evidence the release of the Guarantor from
its obligations under its Guarantee endorsed on the Securities and under this
Article Thirteen.

         SECTION 1305. WAIVER OF SUBROGATION.

         Until this Indenture is discharged and all of the Securities are
discharged and paid in full, the Guarantor hereby irrevocably waives and agrees
not to exercise any claim or other rights which it may now or hereafter acquire
against the Company that arise from the existence, payment, performance or
enforcement of the Company's obligations under the Securities or this Indenture
and the Guarantor's obligations under this Guarantee and this Indenture, in any
such instance including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, and any right to
participate in any claim or remedy of the Holders against the Company, whether
or not such claim, remedy or right arises in equity, or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Company, directly or indirectly, in cash or other property or by set-off or
in any other manner, payment or security on account of such claim or other
rights. If any amount shall be paid to the Guarantor in violation of the
preceding sentence and any amounts owing to the Trustee or the Holders of
Securities, this Indenture, or any other document or instrument delivered under
or in connection with such agreements or instruments, shall not have been paid
in full, such amount shall have been deemed to have been paid to the Guarantor
for the benefit of, and held in trust for the benefit of, the Trustee or the
Holders and shall forthwith be paid to the Trustee for the benefit of itself or
such Holders to be credited and applied to the obligations in favor of the
Trustee or the Holders, as the case may be, whether matured or unmatured, in
accordance with the terms of this Indenture. The Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
1305 is knowingly made in contemplation of such benefits.

         SECTION 1306. IMMEDIATE PAYMENT.

         The Guarantor agrees to make immediate payment to the Trustee on behalf
of the Holders of all obligations owing or payable to the respective Holders
upon receipt of a demand for payment therefor by the Trustee to the Guarantor in
writing.


                                       70
<PAGE>

         SECTION 1307. NO SET-OFF.

         Each payment to be made by the Guarantor hereunder in respect of the
obligations of the Guarantor shall be payable in the currency or currencies in
which such obligations are denominated, and shall be made without set-off,
counterclaim, reduction or diminution of any kind or nature.

         SECTION 1308. OBLIGATIONS ABSOLUTE.

         The obligations of the Guarantor hereunder are and shall be absolute
and unconditional and any monies or amounts expressed to be owing or payable by
the Guarantor hereunder which may not be recoverable from the Guarantor on the
basis of a Guarantee shall be recoverable from the Guarantor as a primary
obligor and principal debtor in respect thereof.

         SECTION 1309. OBLIGATIONS CONTINUING.

         The obligations of the Guarantor hereunder shall be continuing and
shall remain in full force and effect until all the obligations have been paid
and satisfied in full. The Guarantor agrees with the Trustee that it will from
time to time deliver to the Trustee suitable acknowledgements of this continued
liability hereunder and under any other instrument or instruments in such form
as counsel to the Trustee may advise and as will prevent any action brought
against it in respect of any default hereunder being barred by any statute or
limitations now or hereafter in force and, in the event of the failure of the
Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and
agent of the Guarantor to make, execute and deliver such written acknowledgement
or acknowledgments or other instruments as may from time to time become
necessary or advisable, in the judgment of the Trustee on the advice of counsel,
to fully maintain and keep in force the liability of the Guarantor hereunder.

         SECTION 1310. OBLIGATIONS NOT REDUCED.

         The obligations of the Guarantor hereunder shall not be satisfied,
reduced or discharged solely by the payment of such principal, premium, if any,
interest, fees and other monies or amounts as may at any time prior to discharge
of this Indenture pursuant to Article Fourteen be or become owing or payable
under or by virtue of or otherwise in connection with the Securities or this
Indenture.

         SECTION 1311. OBLIGATIONS REINSTATED.

         The obligations of the Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment
which would otherwise have reduced the obligations of the Guarantor hereunder
(whether such payment shall have been made by or on behalf of the Company or by
or on behalf of the Guarantor) is rescinded or reclaimed from any of the Holders
upon the insolvency, bankruptcy, liquidation or reorganization of the Company or
the Guarantor otherwise, all as though such payment had not been made. If demand
for, or acceleration of the time for, payment by the Company is stayed upon the
insolvency, bankruptcy, liquidation or reorganization of the Company, all such
Indebtedness otherwise subject to demand for payment or acceleration shall
nonetheless be payable by the Guarantor as provided herein.


                                       71
<PAGE>


         SECTION 1312. OBLIGATIONS NOT AFFECTED.

         The obligations of the Guarantor hereunder shall not be affected,
impaired or diminished in any way by any act, omission, matter or thing
whatsoever, occurring before, upon or after any demand for payment hereunder
(and whether or not known or consented to by the Guarantor or any of the
Holders) which, but for this provision, might constitute a whole or partial
defense to a claim against the Guarantor hereunder or might operate to release
or otherwise exonerate the Guarantor from any of its obligations hereunder or
otherwise affect such obligations, whether occasioned by default of any of the
Holders or otherwise, including, without limitation:

                  (1) any limitation of status or power, disability, incapacity
         or other circumstance relating to the Company or any other Person,
         including any insolvency, bankruptcy, liquidation, reorganization,
         readjustment, composition, dissolution, winding-up or other proceeding
         involving or affecting the Company or any other Person;

                  (2) any irregularity, defect, unenforceability or invalidity
         in respect of any indebtedness or other obligation of the Company or
         any other Person under this Indenture, the Securities or any other
         document or instrument;

                  (3) any failure of the Company, whether or not without fault
         on its part, to perform or comply with any of the provisions of this
         Indenture or the Securities, or to give notice thereof to the
         Guarantor;

                  (4) the taking or enforcing or exercising or the refusal or
         neglect to take or enforce or exercise any right or remedy from or
         against the Company or any other Person or their respective assets or
         the release or discharge of any such right or remedy;

                  (5) the granting of time, renewals, extensions, compromises,
         concessions, waivers, releases, discharges and other indulgences to the
         Company or any other Person;

                  (6) any change in the time, manner or place of payment of, or
         in any other term of, any of the Securities, or any other amendment,
         variation, supplement, replacement or waiver of, or any consent to
         departure from, any of the Securities of this Indenture, including,
         without limitation, any increase or decrease in the principal amount of
         or premium, if any, or interest on any of the Securities;

                  (7) any change in the ownership, control, name, objects,
         businesses, assets, capital structure or constitution of the Company or
         the Guarantor;

                  (8) any merger or amalgamation of the Company or the Guarantor
         with any Person or Persons;

                  (9) the occurrence of any change in the laws, rules,
         regulations or ordinances of any jurisdiction by any present or future
         action of any governmental authority or court amending, varying,
         reducing or otherwise affecting, or purporting to amend, vary, reduce
         or otherwise affect, any of the Obligations under this Indenture or the
         obligations of the Guarantor under its Guarantees; and


                                       72
<PAGE>

                  (10) any other circumstance that might otherwise constitute a
         legal or equitable discharge or defense of the Company under this
         Indenture or the Securities or of the Guarantor in respect of its
         Guarantees hereunder, including release of the Guarantor pursuant to
         Section 1304 (other than by complete, irrevocable payment).

         SECTION 1313. WAIVER.

         Without in any way limiting the provisions of Section 1301 hereof, the
Guarantor hereby waives notice of acceptance hereof, notice of any liability of
the Guarantor hereunder, notice or proof of reliance by the Holders upon the
obligations of the Guarantor hereunder, and diligence, presentment, demand for
payment on the Company, protest, notice of dishonor or non-payment of any of the
Obligations, or other notice or formalities to the Company or the Guarantor of
any kind whatsoever.

         SECTION 1314. NO OBLIGATION TO TAKE ACTION AGAINST THE COMPANY.

         Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any
security for the Obligations under this Indenture or against the Company or any
other Person or any property of the Company or any other Person before the
Trustee is entitled to demand payment and performance by the Guarantor of its
liabilities and obligations under its Guarantees or under this Indenture.

         SECTION 1315. DEALING WITH THE COMPANY AND OTHERS.

         The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of the Guarantor
hereunder and without the consent of or notice to the Guarantor, may

                  (1) grant time, renewals, extensions, compromises,
         concessions, waivers, releases, discharges and other indulgences to the
         Company or any other Person;

                  (2) take or abstain from taking security or collateral from
         the Company or from perfecting security or collateral of the Company;

                  (3) release, discharge, compromise, realize, enforce or
         otherwise deal with or do any act or thing in respect of (with or
         without consideration) any and all collateral, mortgages or other
         security given by the Company or any third party with respect to the
         obligations or matters contemplated by this Indenture or the
         Securities;

                  (4) accept compromises or arrangements from the Company;

                  (5) apply all monies at any time received from the Company or
         from any security upon such part of the obligations as the Holders may
         see fit or change any such application in whole or in part from time to
         time as the Holders may see fit; and

                  (6) otherwise deal with, or waive or modify their right to
         deal with, the Company and all other Persons and any security as the
         Holders or the Trustee may see fit.


                                       73
<PAGE>

         SECTION 1316. DEFAULT AND ENFORCEMENT.

         If the Guarantor fails to pay in accordance with Section 1306 hereof,
the Trustee may proceed in its name as trustee hereunder in the enforcement of
the Guarantees of the Guarantor and the Guarantor's obligations thereunder and
hereunder by any remedy provided by law, whether by legal proceedings or
otherwise, and to recover from the Guarantor the obligations.

         SECTION 1317. AMENDMENT, ETC.

         No amendment, modification or waiver of any provision of this Indenture
relating to the Guarantor or consent to any departure by the Guarantor or any
other Person from any such provision will in any event be effective unless it is
signed by the Guarantor and the Trustee.

         SECTION 1318. ACKNOWLEDGEMENT.

         The Guarantor hereby acknowledges communication of the terms of this
Indenture and the Securities and consents to and approves of the same.

         SECTION 1319. COSTS AND EXPENSES.

         The Guarantor shall pay on demand by the Trustee any and all costs,
fees and expenses (including, without limitation, legal fees on a solicitor and
client basis) incurred by the Trustee, its agents, advisors and counsel or any
of the Holders in enforcing any of their rights under any Guarantee.

         SECTION 1320. NO MERGER OR WAIVER; CUMULATIVE REMEDIES.

         No Guarantee shall operate by way of merger of any of the obligations
of the Guarantor under any other agreement, including, without limitation, this
Indenture. No failure to exercise and no delay in exercising, on the part of the
Trustee or the Holders, any right, remedy, power or privilege hereunder or under
this Indenture or the Securities, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege
hereunder or under this Indenture or the Securities preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges in the Guarantees and
under this Indenture, the Securities and any other document or instrument
between the Guarantor and/or the Company and the Trustee are cumulative and not
exclusive of any rights, remedies, powers and privilege provided by law.

         SECTION 1321. SURVIVAL OF OBLIGATIONS.

         Without prejudice to the survival of any of the other obligations of
the Guarantor hereunder, the obligations of the Guarantor under Section 1301
shall survive the payment in full of the Obligations under this Indenture and
shall be enforceable against the Guarantor without regard to and without giving
effect to any defense, right of offset or counterclaim available to or which may
be asserted by the Company or the Guarantor.


                                       74
<PAGE>

         SECTION 1322. GUARANTEE IN ADDITION TO OTHER OBLIGATIONS.

         The obligations of the Guarantor under its Guarantee and this Indenture
are in addition to and not in substitution for any other obligations to the
Trustee or to any of the Holders in relation to this Indenture or the Securities
and any guarantees or security at any time held by or for the benefit of any of
them.

         SECTION 1323. SEVERABILITY.

         Any provision of this Article Thirteen which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction
unless its removal would substantially defeat the basic intent, spirit and
purpose of this Indenture and this Article Thirteen.

         SECTION 1324. SUCCESSORS AND ASSIGNS.

         Each Guarantee shall be binding upon and inure to the benefit of the
Guarantor and the Trustee and the other Holders and the other Holders and their
respective successors and permitted assigns, except that the Guarantor may
assign any of its obligations hereunder or thereunder.

                                  ARTICLE XIV

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1401. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.

         The Company may elect, at its option at any time, to have Section 1402
or Section 1403 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1402 or 1403, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution of the Company or in another manner specified as contemplated by
Section 301 for such Securities.

         SECTION 1402. DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, the Company and the
Guarantor shall be deemed to have been discharged from their respective
obligations with respect to such Securities and the Guarantees as provided in
this Section on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter called "DEFEASANCE"). For this purpose, such Defeasance
means that the Company and the Guarantor shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and Guarantees
and to have satisfied all their other obligations under such Securities and
Guarantees and this Indenture insofar as such Securities and Guarantees are
concerned (and the Trustee, at the expense of the Company, shall execute


                                       75
<PAGE>

proper instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the Company's and the Guarantor's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to such Securities and Guarantees
notwithstanding the prior exercise of its option (if any) to have Section 1403
applied to such Securities and Guarantees.

         SECTION 1403. COVENANT DEFEASANCE.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities as the case may be, (1)
the Company and the Guarantor shall be released from their respective
obligations under Section 704, Section 801(3), Sections 1006 through 1009,
inclusive, and any covenants provided pursuant to Section 301(18), 901(2) or
901(7) for the benefit of the Holders of such Securities, and (2) the occurrence
of any event specified in Sections 501(3) (with respect to any of Section 801,
Sections 1006 through 1009, inclusive, and any such covenants provided pursuant
to Section 901(2) or 901(7)), and 501(4) through 501(7) shall be deemed not to
be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1404 are satisfied (hereinafter called "COVENANT DEFEASANCE").
For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company and the Guarantor may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
501(3)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

         SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to the application of Section
1402 or Section 1403 to any Securities or any series of Securities, as the case
may be, and the Guarantees:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee which satisfies the
         requirements contemplated by Section 609 and agrees to comply with the
         provisions of this Article applicable to it) as trust funds in trust
         for the purpose of making the following payments, specifically pledged
         as security for, and dedicated solely to, the benefits of the Holders
         of such Securities, (A) money in an amount, or (B) U.S. Government
         Obligations which through the scheduled payment of principal and
         interest in respect thereof in accordance with their terms will
         provide, not later than one day before the due date of any payment,
         money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the


                                       76
<PAGE>

         Trustee (or any such other qualifying trustee) to pay and discharge,
         (i) the principal of and any premium and interest on such Securities on
         the respective Stated Maturities and (ii) any mandatory sinking fund
         payments or analogous payments applicable to the Outstanding Securities
         of such series on the day on which such payments are due and payable,
         in accordance with the terms of this Indenture and such Securities. As
         used herein, "U.S. Government Obligation" means (x) any security which
         is (i) a direct obligation of the United States of America for the
         payment of which the full faith and credit of the United States of
         America is pledged or (ii) an obligation of a Person controlled or
         supervised by and acting as an agency or instrumentality of the United
         States of America the payment of which is unconditionally guaranteed as
         a full faith and credit obligation by the United States of America,
         which, in either case (i) or (ii), is not callable or redeemable at the
         option of the issuer thereof, and (y) any depositary receipt issued by
         a bank (as defined in Section 3(a)(2) of the Securities Act) as
         custodian with respect to any U.S. Government Obligation which is
         specified in Clause (x) above and held by such bank for the account of
         the holder of such depositary receipt, or with respect to any specific
         payment of principal of or interest on any U.S. Government Obligation
         which is so specified and held; provided that (except as required by
         law) such custodian is not authorized to make any deduction from the
         amount payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

                  (2) In the event of an election to have Section 1402 apply to
         any Securities or any series of Securities, as the case may be, and the
         Guarantees, 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 (A) or (B) to the effect that,
         and based thereon such opinion shall confirm that, the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit. Defeasance and discharge to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit, Defeasance and discharge were not
         to occur.

                  (3) In the event of an election to have Section 1403 apply to
         any Securities or any series of Securities, as the case may be, and the
         Guarantees, the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that the Holders of such Securities will not
         recognize gain or loss for Federal income tax purposes as a result of
         the deposit and Covenant Defeasance to be effected with respect to such
         Securities and will be subject to Federal income tax on the same
         amount, in the same manner and at the same times as would be the case
         if such deposit and Covenant Defeasance were not to occur.

                  (4) In the event of an election to have either Section 1402 or
         1403 apply to any Securities or any series of Securities, as the case
         may be, and the Guarantees, the Company shall have delivered to the
         Trustee an Opinion of Counsel in Canada or a ruling from the Canada
         Customs and Revenue Agency stating to the effect that the Holders of


                                       77
<PAGE>

         such Securities will not recognize income, gain or loss for Canadian
         federal or provincial income or other tax purposes as a result of the
         deposit and will be subject to Canadian federal or provincial income
         and other tax (if any) on the same amounts, in the same manner and at
         the same times as would have been the case had such deposit not
         occurred (and for the purposes of such opinion, such Canadian counsel
         shall assume that Holders of such Securities include Holders who are
         not resident of Canada).

                  (5) The Company shall have delivered to the Trustee an
         Officers' Certificate to the effect that neither such Securities nor
         any other Securities of the same series, if then listed on any
         securities exchange, will be delisted as a result of such deposit.

                  (6) No event which is, or after notice or lapse of time or
         both would become, an Event of Default with respect to such Securities
         or any other Securities shall have occurred and be continuing at the
         time of such deposit or, with regard to any such event specified in
         Sections 501(5) and (6), at any time on or prior to the 90th day after
         the date of such deposit (it being understood that this condition shall
         not be deemed satisfied until after such 90th day).

                  (7) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest and within the meaning of the
         Trust Indenture Act (assuming all Securities are in default within the
         meaning of such Act).

                  (8) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Company or the Guarantor is a
         party or by which it is bound.

                  (9) Such Defeasance or Covenant Defeasance shall not result in
         the trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act unless such trust
         shall be registered under such Act or exempt from registration
         thereunder.

                  (10) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent with respect to such Defeasance or Covenant
         Defeasance have been complied with.

         SECTION 1405. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1406, the Trustee and any such other trustee are referred to
collectively as the "TRUSTEE") pursuant to Section 1404 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.


                                       78
<PAGE>

         The Company and the Guarantor shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 1404 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1404 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

         SECTION 1406. REINSTATEMENT.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1402 or 1403 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1405 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                      [SIGNATURES FOLLOW ON SEPARATE PAGE]


                                       79
<PAGE>


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

                                       BOWATER CANADA FINANCE CORPORATION


                                       By:  /s/ William G. Harvey
                                             -----------------------------------
                                             Name:  William G. Harvey
                                             Title: Vice President and Treasurer


                                       BOWATER INCORPORATED


                                       By:    /s/ David G. Maffucci
                                             -----------------------------------
                                             Name:  David G. Maffucci
                                             Title: Senior Vice President
                                                    and Chief Financial Officer

                                       THE BANK OF NEW YORK


                                       By:   /s/ Ming J. Shiang
                                             -----------------------------------
                                             Name:  Ming J. Shiang
                                             Title: Vice President


                                       80
<PAGE>


                                                              Annex A -- Form of
                                                        Regulation S Certificate


                            REGULATION S CERTIFICATE

                     (For transfers pursuant to ss.305(b)(1)
                                of the Indenture)



[________________],
as Security Registrar
- New York, New York -

         Re:      Notes due ___________of Bowater Canada Finance Corporation
                  (the "SECURITIES")

         Reference is made to the Indenture, dated as of __________, 2001 (the
"INDENTURE"), among Bowater Canada Finance Corporation (the "COMPANY"), Bowater
Incorporated (the "GUARANTOR") and The Bank of New York, as Trustee. Terms used
herein and defined in the Indenture or in Regulation S or Rule 144 under the
U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") are used herein
as so defined.

         This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "SPECIFIED
SECURITIES"):

         CUSIP No(s).___________________________

         CERTIFICATE No(s)._____________________

         The person in whose name this certificate is executed below (the
"UNDERSIGNED") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "TRANSFEREE") who will take delivery in the form of a Regulation S
Security. In connection by such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
904 or Rule 144 under the Securities Act and with all applicable securities laws
of the states of the United States and other jurisdictions. Accordingly, the
Owner hereby further certifies as follows:


<PAGE>

                  (1) Rule 904 Transfers. If the transfer is being effected in
         accordance with Rule 904:

                           (A) the Owner is not a distributor of the Securities,
                  an affiliate of the Company or any such distributor or a
                  person acting on behalf of any of the foregoing:

                           (B) the offer of the Specified Securities was not
                  made to a person in the United States;

                           (C) either:

                                    (i) at the time the buy order was
                           originated, the Transferee was outside the United
                           States or the Owner and any person acting on its
                           behalf reasonably believed that the Transferee was
                           outside the United States, or

                                    (ii) the transaction is being executed in,
                           on or through the facilities of the Eurobond market,
                           as regulated by the Association of International Bond
                           Dealers, or another designated offshore securities
                           market and neither the Owner nor any person acting on
                           its behalf knows that the transaction has been
                           prearranged with a buyer in the United States;

                           (D) no directed selling efforts have been made in the
                  United States by or on behalf of the Owner or any affiliate
                  thereof;

                           (E) if the Owner is a dealer in securities or has
                  received a selling concession, fee or other remuneration in
                  respect of the Specified Securities, and the transfer is to
                  occur during the Restricted Period, then the requirements of
                  Rule 904(c)(1) have been satisfied; and

                           (F) the transaction is not part of a plan or scheme
                  to evade the registration requirements of the Securities Act.

                  (2) Rule 144 Transfers. If the transfer is being effected
                  pursuant to Rule 144:

                           (A) the transfer is occurring after a holding period
                  of at least one year (computed in accordance with paragraph
                  (d) of Rule 144) has elapsed since the Specified Securities
                  were last acquired from the Company or from an affiliate of
                  the Company, whichever is later, and is being effected in
                  accordance with the applicable amount, manner of sale and
                  notice requirements of Rule 144; or

                           (B) the transfer is occurring after a holding period
                  of at least two years has elapsed since the Specified
                  Securities were last acquired from the Company or from an
                  affiliate of the Company, whichever is later, and the Owner is
                  not, and during the preceding three months has not been, an
                  affiliate of the Company.

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


                                       A-2
<PAGE>

Dated
      -------------------------------------
      (Print the name of the Undersigned,
      as such term is defined in the
      second paragraph of this certificate.)


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


(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


                                      A-3
<PAGE>

                                                   Annex B -- Form of Restricted
                                                          Securities Certificate

                        RESTRICTED SECURITIES CERTIFICATE

              (For transfers pursuant to ss.305 (b)(2), (3) and (5)
                                of the Indenture)

[_______________],
as Security Registrar

New York, New York

         Re:      Notes due ___________of Bowater Canada Finance Corporation
                  (the "SECURITIES")


         Reference is made to the Indenture, dated as of_____________, 2001 (the
"INDENTURE"), among Bowater Canada Finance Corporation (the "COMPANY"), Bowater
Incorporated (the "GUARANTOR") and The Bank of New York, as Trustee. Terms used
herein and defined in the Indenture or in Regulation S or Rule 144 under the
U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") are used herein
as so defined.

         This certificate relates to U.S. $______________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "SPECIFIED
SECURITIES"):

         CUSIP No(s).________________________

         CERTIFICATE No(s).__________________

         The person in whose name this certificate is executed below (the
"UNDERSIGNED") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "TRANSFEREE") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
l44A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

         (1)      Rule 144A Transfers. If the transfer is being effected in
                  accordance with Rule 144A:


<PAGE>

(A)      the Specified Securities are being transferred to a person that the
         Owner and any person acting on its behalf reasonably believe is a
         "qualified institutional buyer" within the meaning of Rule 144A,
         acquiring for its own account or for the account of a qualified
         institutional buyer; and

(B)      the Owner and any person acting on its behalf have taken reasonable
         steps to ensure that the Transferee is aware that the Owner may be
         relying on Rule 144A in connection with the transfer; and

         (2)      Rule 144 Transfers. If the transfer is being effected pursuant
                  to Rule 144:

(A)      the transfer is occurring after a holding period of at least one year
         (computed in accordance with paragraph (d) of Rule 144) has elapsed
         since the Specified Securities were last acquired from the Company or
         from an affiliate of the Company, whichever is later, and is being
         effected in accordance with the applicable amount, manner of sale and
         notice requirements of Rule 144; or

(B)      the transfer is occurring after a holding period of at least two years
         has elapsed since the Specified Securities were last acquired from the
         Company or from an affiliate of the Company, whichever is later, and
         the Owner is not, and during the preceding three months has not been,
         an affiliate of the Company.

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


Dated
      ---------------------------------------
      (Print the name of the Undersigned,
      as such term is defined in the second
      paragraph of this certificate.)


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


(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


                                       B-2
<PAGE>
                                                 Annex C -- Form of Unrestricted
                                                          Securities Certificate

                       UNRESTRICTED SECURITIES CERTIFICATE

 (For removal of Securities Act Legends pursuant to ss.305(c) of the Indenture)


[_____________________],
as Security Registrar
-
New York, New York -

         Re       Notes due _______________Bowater Canada Finance
                  Corporation (the "SECURITIES")


         Reference is made to the Indenture, dated as of ____________, 2001 (the
"INDENTURE"), among Bowater Canada Finance Corporation (the "COMPANY"), Bowater
Incorporated (the "GUARANTOR") and The Bank of New York, as Trustee. Terms used
herein and defined in the Indenture or in Regulation S or Rule 144 under the
U.S. Securities Act of 1933, as amended (the "SECURITIES ACt") are used herein
as so defined.

         This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "SPECIFIED
SECURITIES"):

         CUSIP No(s).___________________________

         CERTIFICATE No(s)._____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Securities Act Legend pursuant to Section 305(c) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and other
jurisdictions.


                                        1
<PAGE>

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


Dated
      ---------------------------------------
      (Print the name of the Undersigned,
      as such term is defined in the second
      paragraph of this certificate.)


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


(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


                                       2