<PAGE>

                                                                     EXHIBIT 4.2

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

                              BOWATER INCORPORATED,
                                    as Issuer

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee

                                    INDENTURE

                            dated as of June 19, 2003

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

<PAGE>

                              CROSS-REFERENCE TABLE

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<CAPTION>
    TIA                                                                                      Indenture
  Section                                                                                    Section
-------------------                                                                       --------------
<S>                                                                                       <C>
Section 310  (a)(1)..............................................................         6.09
             (a)(2)..............................................................         6.09
             (a)(3)..............................................................         Not Applicable
             (a)(4)..............................................................         Not Applicable
             (b).................................................................         6.08, 6.10
Section 311  (a).................................................................         6.13
             (b).................................................................         6.13
Section 312  (a).................................................................         7.01, 7.02
             (b).................................................................         7.02
             (c).................................................................         7.02
Section 313  (a).................................................................         7.03
             (b).................................................................         7.03
             (c).................................................................         7.03
             (d).................................................................         7.03
Section 314  (a).................................................................         7.04
             (a)(4)..............................................................         1.01, 10.04
             (b).................................................................         Not Applicable
             (c)(1)..............................................................         1.02
             (c)(2)..............................................................         1.02
             (c)(3)..............................................................         Not Applicable
             (d).................................................................         Not Applicable
             (e).................................................................         1.02
Section 315  (a).................................................................         6.01
             (b).................................................................         6.02
             (c).................................................................         6.01
             (d).................................................................         6.01
             (e).................................................................         5.14
Section 316  (a).................................................................         1.01
             (a)(1)(A)...........................................................         5.02, 5.12
             (a)(1)(B)...........................................................         5.13
             (a)(2)..............................................................         Not Applicable
             (b).................................................................         5.08
             (c).................................................................         1.04
Section 317  (a)(l)..............................................................         5.03
             (a)(2)..............................................................         5.04
             (b).................................................................         10.03
Section 318  (a).................................................................         1.07
</TABLE>

-------------------
N.A. means Not Applicable

Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of the Indenture

<PAGE>

                                TABLE OF CONTENTS

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                                                       ARTICLE I

                                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.         Definitions................................................................................    1
SECTION 1.02.         Compliance Certificates and Opinions.......................................................   11
SECTION 1.03.         Form of Documents Delivered to Trustee.....................................................   11
SECTION 1.04.         Acts of Holders; Record Dates..............................................................   12
SECTION 1.05.         Notices, Etc. to Trustee and Company.......................................................   14
SECTION 1.06.         Notice to Holders; Waiver..................................................................   14
SECTION 1.07.         Conflict with Trust Indenture Act..........................................................   15
SECTION 1.08.         Effect of Headings and Table of Contents...................................................   15
SECTION 1.09.         Successors and Assigns.....................................................................   15
SECTION 1.10.         Separability Clause........................................................................   15
SECTION 1.11.         Benefits of Indenture......................................................................   15
SECTION 1.12.         Governing Law..............................................................................   16
SECTION 1.13.         Legal Holidays.............................................................................   16
SECTION 1.14.         Submission to Jurisdiction; Appointment of Agent...........................................   16

                                                       ARTICLE II

                                                     SECURITY FORMS

SECTION 2.01.         Forms Generally............................................................................   17
SECTION 2.02.         Form of Face of Security...................................................................   18
SECTION 2.03.         Form of Reverse of Security................................................................   20
SECTION 2.04.         Form of Legend for Global Securities.......................................................   22
SECTION 2.05.         Form of Trustee's Certificate of Authentication............................................   23
SECTION 2.06.         [Intentionally Omitted]....................................................................   24
SECTION 2.07.         CUSIP Numbers..............................................................................   24

                                                      ARTICLE III

                                                     THE SECURITIES

SECTION 3.01.         Amount Unlimited; Issuable in Series.......................................................   24
SECTION 3.02.         Denominations..............................................................................   27
SECTION 3.03.         Execution, Authentication, Delivery and Dating.............................................   27
SECTION 3.04.         Temporary Securities.......................................................................   29
SECTION 3.05.         Registration, Registration of Transfer and Exchange; Certain Transfers and Exchanges.......   29
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SECTION 3.06.         Mutilated, Destroyed, Lost and Stolen Securities...........................................   34
SECTION 3.07.         Payment of Interest; Interest Rights Preserved.............................................   35
SECTION 3.08.         Persons Deemed Owners......................................................................   36
SECTION 3.09.         Cancellation...............................................................................   36
SECTION 3.10.         Computation of Interest....................................................................   37

                                                       ARTICLE IV

                                               SATISFACTION AND DISCHARGE

SECTION 4.01.         Satisfaction and Discharge of Indenture....................................................   37
SECTION 4.02.         Application of Trust Money.................................................................   38

                                                       ARTICLE V

                                                        REMEDIES

SECTION 5.01.         Events of Default..........................................................................   38
SECTION 5.02.         Acceleration of Maturity; Rescission and Annulment.........................................   40
SECTION 5.03.         Collection of Indebtedness and Suits for Enforcement by Trustee............................   41
SECTION 5.04.         Trustee May File Proofs of Claim...........................................................   41
SECTION 5.05.         Trustee May Enforce Claims Without Possession of Securities................................   42
SECTION 5.06.         Application of Money Collected.............................................................   42
SECTION 5.07.         Limitation on Suits........................................................................   42
SECTION 5.08.         Unconditional Right of Holders To Receive Principal, Premium and Interest..................   43
SECTION 5.09.         Restoration of Rights and Remedies.........................................................   43
SECTION 5.10.         Rights and Remedies Cumulative.............................................................   44
SECTION 5.11.         Delay or Omission Not Waiver...............................................................   44
SECTION 5.12.         Control by Holders.........................................................................   44
SECTION 5.13.         Waiver of Past Defaults....................................................................   44
SECTION 5.14.         Undertaking for Costs......................................................................   45
SECTION 5.15.         Waiver of Usury, Stay or Extension Laws....................................................   45

                                                       ARTICLE VI

                                                      THE TRUSTEE

SECTION 6.01.         Certain Duties and Responsibilities........................................................   45
SECTION 6.02.         Notice of Defaults.........................................................................   46
SECTION 6.03.         Certain Rights of Trustee..................................................................   46
SECTION 6.04.         Not Responsible for Recitals or Issuance of Securities.....................................   48
SECTION 6.05.         May Hold Securities........................................................................   48
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                                      -ii-

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SECTION 6.06.         Money Held in Trust........................................................................   48

SECTION 6.07.         Compensation and Reimbursement.............................................................   48
SECTION 6.08.         Conflicting Interests......................................................................   49
SECTION 6.09.         Corporate Trustee Required; Eligibility....................................................   49
SECTION 6.10.         Resignation and Removal; Appointment of Successor..........................................   50
SECTION 6.11.         Acceptance of Appointment by Successor.....................................................   51
SECTION 6.12.         Merger, Conversion, Consolidation or Succession to Business................................   52
SECTION 6.13.         Preferential Collection of Claims Against Company..........................................   53
SECTION 6.14.         Appointment of Authenticating Agent........................................................   53

                                                      ARTICLE VII

                                               HOLDERS' LISTS AND REPORTS

SECTION 7.01.         Company To Furnish Trustee Names and Addresses of Holders..................................   55
SECTION 7.02.         Preservation of Information; Communications to Holders.....................................   55
SECTION 7.03.         Reports by Trustee.........................................................................   56
SECTION 7.04.         Reports....................................................................................   56

                                                      ARTICLE VIII

                                  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01.         Company May Consolidate, Etc., Only on Certain Terms.......................................   57
SECTION 8.02.         Successor Substituted......................................................................   58

                                                       ARTICLE IX

                                                SUPPLEMENTAL INDENTURES

SECTION 9.01.         Supplemental Indentures Without Consent of Holders.........................................   58
SECTION 9.02.         Supplemental Indentures with Consent of Holders............................................   59
SECTION 9.03.         Execution of Supplemental Indentures.......................................................   60
SECTION 9.04.         Effect of Supplemental Indentures..........................................................   60
SECTION 9.05.         Conformity with Trust Indenture Act........................................................   61
SECTION 9.06.         Reference in Securities to Supplemental Indentures.........................................   61

                                                       ARTICLE X

                                                       COVENANTS

SECTION 10.01.        Payment of Principal, Premium and Interest.................................................   61
SECTION 10.02.        Maintenance of Office or Agency............................................................   61
SECTION 10.03.        Money for Securities Payments To Be Held in Trust..........................................   62
</TABLE>

                                     -iii-

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SECTION 10.04.        Statement by Officers as to Default........................................................   63
SECTION 10.05.        Existence..................................................................................   63
SECTION 10.06.        Maintenance of Properties..................................................................   63
SECTION 10.07.        Payment of Taxes and Other Claims..........................................................   64
SECTION 10.08.        Limitation on Sales and Leasebacks.........................................................   64
SECTION 10.09.        Restriction on Liens.......................................................................   65
SECTION 10.10.        Waiver of Certain Covenants................................................................   67

                                                       ARTICLE XI

                                                REDEMPTION OF SECURITIES

SECTION 11.01.        Applicability of Article...................................................................   67
SECTION 11.02.        Election To Redeem; Notice to Trustee......................................................   67
SECTION 11.03.        Selection by Trustee of Securities To Be Redeemed..........................................   67
SECTION 11.04.        Notice of Redemption.......................................................................   68
SECTION 11.05.        Deposit of Redemption Price................................................................   69
SECTION 11.06.        Securities Payable on Redemption Date......................................................   69
SECTION 11.07.        Securities Redeemed in Part................................................................   69

                                                      ARTICLE XII

                                                [INTENTIONALLY OMITTED]

                                                      ARTICLE XIII

                                                [INTENTIONALLY OMITTED]

                                                      ARTICLE XIV

                                           DEFEASANCE AND COVENANT DEFEASANCE

SECTION 14.01.        Company's Option To Effect Defeasance or Covenant Defeasance...............................   70
SECTION 14.02.        Defeasance and Discharge...................................................................   70
SECTION 14.03.        Covenant Defeasance........................................................................   71
SECTION 14.04.        Conditions to Defeasance or Covenant Defeasance............................................   71
SECTION 14.05.        Deposited Money and U.S. Government Obligations To Be Held in Trust; Miscellaneous
                        Provisions. .............................................................................   73

SECTION 14.06.        Reinstatement..............................................................................   74

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

                                      -iv-

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Annex C - Unrestricted Securities Certificate

</TABLE>

                                      -v-
<PAGE>

                  INDENTURE, dated as of June 19, 2003, between Bowater
Incorporated, a Delaware corporation (the "Company"), 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.

                  All things necessary to make this Indenture a valid and
legally binding agreement of the Company, 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 1.01.     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.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

                  "Additional Interest" has the meaning specified in Section
2.02.

<PAGE>

                                      -2-

                  "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 Company or any
of its Restricted Subsidiaries is liable, the total net amount of rent the
Company or its Restricted 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 6.14 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 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).

<PAGE>

                                      -3-

                  "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" and "Company Order" mean a written request
or order signed in the name of the Company by its Chairman of the Board, Chief
Executive Officer, President, a Senior Vice President, Executive Vice President,
or Vice President and by its 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 Company 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 101 Barclay Street, Fl. 8W, New York, New
York 10286, Attention: Corporate Trust Administration.

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

                  "Covenant Defeasance" has the meaning specified in Section
14.03.

                  "Defaulted Interest" has the meaning specified in Section
3.07.

                  "Defeasance" has the meaning specified in Section 14.02.

                  "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 3.01.

                  "DTC" means The Depository Trust Company.

<PAGE>

                                      -4-

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

                  "Event of Default" has the meaning specified in Section 5.01.

                  "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 2.02.

                  "Exchange Registration Statement" has the meaning set forth in
the form of the Securities contained in Section 2.02.

                  "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 1.04.

                  "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 2.04 (or such legend
as may be specified as contemplated by Section 3.01 for such Securities).

                  "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

<PAGE>

                                      -5-

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 3.01.

                  "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 5.01(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 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 10.04 shall be the
principal executive, financial or accounting officer of such Person.

<PAGE>

                                      -6-

                  "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 14.04(4)), who may be counsel for the Company.

                  "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:

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

                  (4)      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;

                  (5)      Securities as to which Defeasance has been effected
         pursuant to Section 14.02; and

                  (6)      Securities which have been paid pursuant to Section
         3.06 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 3.01, 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 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.

<PAGE>

                                      -7-

                  "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 3.01.

                  "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 3.06 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:

                  (7)      any mill, converting plant, manufacturing plant or
         other facility owned on the date hereof or hereafter acquired by the
         Company 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 Company as evidenced by a Board
                  Resolution of the Company is not of material importance to the
                  business conducted by the Company and its Restricted
                  Subsidiaries as an entirety,

                           (B)      a portion of any property which in the
                  opinion of the Board of Directors of the Company as evidenced
                  by a Board Resolution of the Company, 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.

                  "Realty Subsidiary" means a Subsidiary engaged primarily in
the development and sale or financing of real property.

<PAGE>

                                      -8-

                  "Redemption Date" when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to the
applicable series of Securities and 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 the
applicable series of Securities and 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 Registration Rights
Agreement dated as of the date hereof entered into by and among the Company 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 3.01.

                  "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 2.01.

                  "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 2.04 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 3.05. 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 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

<PAGE>

                                      -9-

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.

                  "Restricted Global Security" has the meaning specified in
Section 2.01.

                  "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 3.05. 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 2.04 to be placed upon each
Restricted Security.

                  "Restricted Subsidiary" means a Subsidiary of the Company (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 Company 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.

<PAGE>

                                      -10-

                  "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.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.05(a).

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

                  "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 3.06 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 Company 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.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S.C. Section 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 such date, "Trust Indenture Act"

<PAGE>

                                      -11-

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 14.04.

                  "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 1.02.     COMPLIANCE CERTIFICATES AND OPINIONS.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company 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 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 10.04) 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 1.03.     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 cov-

<PAGE>

                                      -12-

ered 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 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 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 stating that the
information with respect to such factual matters is in the possession of the
Company 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 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 1.04.     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 6.01) 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.

<PAGE>

                                      -13-

                  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 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 1.06.

                  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 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(2) or (iv) any direction referred to in
Section 5.12, 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
se-

<PAGE>

                                      -14-

ries 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 1.06.

                  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
1.06, 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 1.05.     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 or the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing (which may be via facsimile to (212) 815-5707) 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 1.06.     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

<PAGE>

                                      -15-

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 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 1.07.     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 1.08.     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 1.09.     SUCCESSORS AND ASSIGNS.

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

                  SECTION 1.10.     SEPARABILITY CLAUSE.

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

                  SECTION 1.11.     BENEFITS OF INDENTURE.

                  Nothing in this Indenture or in the Securities, 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.

<PAGE>

                                      -16-

                  SECTION 1.12.     GOVERNING LAW.

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

                  SECTION 1.13.     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 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 1.14.     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 1.05,
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 1.14. 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.

<PAGE>

                                      -17-

                                   ARTICLE II

                                 SECURITY FORMS

                  SECTION 2.01.     FORMS GENERALLY.

                  The Securities of each series 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 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
is 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 Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

                  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.

<PAGE>

                                      -18-

                  SECTION 2.02.     FORM OF FACE OF SECURITY.

                  [Insert any legend as required by Section 2.04.]

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

        _________________________________________________________

________________________________________________________________________________

                                                            CUSIP No. __________

                                                                  No. __________

$________

                  Bowater Incorporated, a Delaware corporation (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 between the Company 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

<PAGE>

                                      -19-

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 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].

<PAGE>

                                      -20-

                  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.

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

                                               BOWATER INCORPORATED

                                               By: _____________________________

                  SECTION 2.03.     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 June [ ], 2003 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and [        ], 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 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 redemption provisions]

                  [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.

<PAGE>

                                      -21-

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company 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 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 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 indemnity reasonably satisfactory to
the Trustee, 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 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.

<PAGE>

                                      -22-

                  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.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, 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 2.04.     FORM OF LEGEND FOR GLOBAL SECURITIES.

                  Unless otherwise specified as contemplated by Section 3.01 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 SECURI-

<PAGE>

                                      -23-

TIES 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 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 2.05.     FORM OF TRUSTEE'S CERTIFICATE OF
                                    AUTHENTICATION.

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

<PAGE>

                                      -24-

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

Dated: _____________________________

                                                  _____________________________,
                                                                      As Trustee

                                                  By: __________________________
                                                      Authorized Signatory

                  SECTION 2.06.     [INTENTIONALLY OMITTED].

                  SECTION 2.07.     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 any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly notify
the Trustee of any change in the CUSIP numbers.

                                  ARTICLE III

                                 THE SECURITIES

                  SECTION 3.01.     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 authenticated and delivered under this Indenture may be
authenticated and delivered hereunder at any time, having the same terms as,
treated as a single series (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.

                  There shall be established in or pursuant to a Board
Resolution of the Company and, subject to Section 3.03, 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);

<PAGE>

                                      -25-

                  (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 3.04, 3.05, 3.06, 9.06, or
         11.07 and except for any Securities which, pursuant to Section 3.03,
         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;

                  (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

<PAGE>

                                      -26-

         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 1.01;

                  (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 5.02;

                  (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
         14.02 or Section 14.03 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 2.04 and any circumstances in addition to or in lieu
         of those set forth in Clause (2) of the last paragraph of Section
         3.05(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 5.02;

                  (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 9.01(5)).

<PAGE>

                                      -27-

                  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 above and (subject to Section
3.03) 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.

                  SECTION 3.02.     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 3.01. 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 3.03.     EXECUTION, AUTHENTICATION, DELIVERY AND
                                    DATING.

                  The Securities shall be executed on behalf of the Company, 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 bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company 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 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 have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be provided with, and (subject to Section 6.01) shall be fully
protected in relying upon, an Opinion of Counsel stating to the effect that,

                  (1)      if the form of such Securities has been established
         by or pursuant to Board Resolution as permitted by Section 2.01, that
         such form has been established in conformity with the provisions of
         this Indenture;

<PAGE>

                                      -28-

                  (2)      if the terms of such Securities have been established
         by or pursuant to Board Resolution as permitted by Section 3.01, 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 in the manner and
         subject to any conditions specified in such Opinion of Counsel, will be
         valid and legally binding obligations of the Company entitled to the
         benefits of the Indenture, enforceable against the Company 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 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
         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 3.01 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 3.01 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 provided in Section
3.09, 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.

<PAGE>

                                      -29-

                  SECTION 3.04.     TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities, 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 may determine, as
evidenced by their execution of such Securities.

                  If temporary Securities of any series are issued, the Company
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 shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series 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 3.05.     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 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, of any authorized denominations and of like tenor and aggregate
principal amount.

                  Subject to Section 3.05(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

<PAGE>

                                      -30-

shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities 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 3.04, 9.06 or 11.07 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 mailing of
a notice of redemption of any such Securities of that series (or that series and
specified tenor, as the case may be) selected for redemption under Section 11.03
and ending at the close of business on the day after 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.

<PAGE>

                                      -31-

                  (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 3.01.

                  (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 3.04, 3.06, 9.06 or 10.07 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 3.05(b) shall be made only in accordance with this Section
3.05(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 Secu-

<PAGE>

                                      -32-

         rity 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.

                  (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 3.05(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 3.05(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.

<PAGE>

                                      -33-

                  (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 3.05(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 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 3.05(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
         3.05(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
         3.05(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 3.05(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 por-

<PAGE>

                                      -34-

         tion 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

                  (6)      notwithstanding the foregoing provisions of this
         Section 3.05(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 3.06.     MUTILATED, DESTROYED, LOST AND STOLEN
                                    SECURITIES.

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

                  If there shall be delivered to the Company 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 or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
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

<PAGE>

                                      -35-

imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

                  Every new Security 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 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.

                  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 3.07.     PAYMENT OF INTEREST; INTEREST RIGHTS
                                    PRESERVED.

                  Except as otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided 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

<PAGE>

                                      -36-

         each Holder of Securities of such series in the manner set forth in
         Section 1.06, 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.

                  SECTION 3.08.     PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company 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 3.07) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  SECTION 3.09.     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.

<PAGE>

                                      -37-

                  SECTION 3.10.     COMPUTATION OF INTEREST.

                  Except as otherwise specified as contemplated by Section 3.01
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 4.01.     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 3.06 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 10.03) 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,

                                    (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

<PAGE>

                                      -38-

                           such deposit (in the case of Securities which have
                           become due and payable) or to the Stated Maturity or
                           the Redemption Date, as the case may be;

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

                  (3)      the Company 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 to the Trustee under Section 6.07, the
obligations of the Company to any Authenticating Agent under Section 6.14 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 4.02
and the last paragraph of Section 10.03 shall survive such satisfaction and
discharge.

                  SECTION 4.02.     APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
10.03, all money deposited with the Trustee pursuant to Section 4.01 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.

                                   ARTICLE V

                                    REMEDIES

                  SECTION 5.01.     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

<PAGE>

                                      -39-

                  (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 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 by the Trustee or to the
         Company 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
         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 a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company 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 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 for relief in respect of the
         Company 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 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 in
         furtherance of any such action; or

                  (6)      [Intentionally Omitted]

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

<PAGE>

                                      -40-

                  SECTION 5.02.     ACCELERATION OF MATURITY; RESCISSION AND
                                    ANNULMENT.

                  If an Event of Default (other than an Event of Default
specified in Section 5.01(4) or 5.01(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 5.01(4)
or 5.01(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,

                           (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 5.13.

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

<PAGE>

                                      -41-

                  SECTION 5.03.     COLLECTION OF INDEBTEDNESS AND SUITS FOR
                                    ENFORCEMENT BY TRUSTEE.

                  The Company covenants 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 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 5.04.     TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), 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, 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 6.07.

                  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

<PAGE>

                                      -42-

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 5.05.     TRUSTEE MAY ENFORCE CLAIMS WITHOUT
                                    POSSESSION OF SECURITIES.

                  All rights of action and claims under this Indenture or the
Securities 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 5.06.     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 6.07;

                  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 5.07.     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

                  (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;

<PAGE>

                                      -43-

                  (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 5.08.     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 3.07) 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 5.09.     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 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.
<PAGE>

                                      -44-

                  SECTION 5.10.     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 3.06, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

                  SECTION 5.11.     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 5.12.     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 5.13.     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

<PAGE>

                                      -45-

                  (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.

                  SECTION 5.14.     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 5.15.     WAIVER OF USURY, STAY OR EXTENSION LAWS.

                  The Company 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 the Company (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 6.01.     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.

<PAGE>

                                      -46-

                  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).

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

                  SECTION 6.02.     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 6.03.     CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 6.01:

                  (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 mentioned
         herein shall be sufficiently evidenced by a Company Request or Company
         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)

<PAGE>

                                      -47-

         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 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

<PAGE>

                                      -48-

                  (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 6.04.     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 or of the Securities. 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 6.05.     MAY HOLD SECURITIES.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

                  SECTION 6.06.     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.

                  SECTION 6.07.     COMPENSATION AND REIMBURSEMENT.

                  The Company agrees:

                  (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 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),

<PAGE>

                                      -49-

         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 as to
all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 6.07, 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 5.01(4) or Section
5.01(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 and resignation or removal of the Trustee.

                  SECTION 6.08.     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 6.09.     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 eli-

<PAGE>

                                      -50-

gible 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 6.10.     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 6.11.

                  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 6.11 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 6.11
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 6.08
         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

                  (2)      the Trustee shall cease to be eligible under Section
         6.09 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 5.14, 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.

<PAGE>

                                      -51-

                  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 6.11. 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
6.11, 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 6.11, 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
1.06. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

                  SECTION 6.11.     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, 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

<PAGE>

                                      -52-

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 6.12.     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 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 Secu-

<PAGE>

                                      -53-

rities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.

                  SECTION 6.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                                    COMPANY.

                  If and when the Trustee shall be or become a creditor of the
Company (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 (or any such other obligor).

                  SECTION 6.14.     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 and registration of transfer or partial
redemption thereof or pursuant to Section 3.06, 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.

                  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

<PAGE>

                                      -54-

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 1.06 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 agrees 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

<PAGE>

                                      -55-

                                  ARTICLE VII

                           HOLDERS' LISTS AND REPORTS

                  SECTION 7.01.     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 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 7.02.     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 7.01 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 7.01 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.

<PAGE>

                                      -56-

                  SECTION 7.03.     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 7.04.     REPORTS.

                  So long as any Securities are outstanding, (a) during such
time as the Company is subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, the Company shall deliver to the Trustee (or make
available through the Commission's EDGAR system), within five days after it is
required to file them with the Commission, the annual and quarterly financial
statements that the Company files with the Commission, including, with respect
to annual information only, a report thereon by its certified independent public
accountants, and (b) if at any time the Company is not required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
of 1934, then the Company shall continue to file with, or furnish to the
Commission and to provide to the Trustee (or make available through the
Commission's EDGAR system):

                           (i)      within 120 days after the end of each fiscal
year, annual reports on Form 10-K (or any successor form) containing the
information required to be contained therein;

                           (ii)     within 60 days after the end of each of the
first three fiscal quarters of each fiscal year, reports on Form 10-Q (or any
successor form); and

                           (iii)    promptly from time to time after the
occurrence of an event required to be reported by Form 8-K (or any successor
form), a Form 8-K with respect to that event; provided, however, that the
Company will not be obligated to file such reports with the SEC if the SEC does
not permit such filings.

                  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 with any of the covenants hereunder (as to which the Trustee is entitled
to conclusively rely exclusively on Officers' Certificates).

<PAGE>

                                      -57-

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 8.01.     COMPANY MAY CONSOLIDATE, ETC., ONLY ON
                                    CERTAIN TERMS.

                  The Company may not 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 the Company may not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company unless:

                  (1)      in case the Company 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 is merged or the Person
         which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company 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 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,
         and the performance or observance of every covenant of this Indenture
         on the part of the Company to be performed or observed and the
         assumption of the Company'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 as a result of such transaction as having been incurred by the
         Company 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 would become subject to a mortgage, pledge, lien, security
         interest or other encumbrance which would not be permitted by this
         Indenture, the Company 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 Company 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.

<PAGE>

                                      -58-

                  SECTION 8.02.     SUCCESSOR SUBSTITUTED.

                  Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, 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 under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture or the Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.01.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
                                    HOLDERS.

                  Without the consent of any Holders, the Company, 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 and the assumption by any such successor of the covenants of
         the Company herein or in the Securities; or

                  (2)      to add to the covenants of the Company 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

                  (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

<PAGE>

                                      -59-

                  (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 10.09 or otherwise; or

                  (7)      to establish the form or terms of Securities of any
         series as permitted by Sections 2.01 and 3.01; 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 6.11; 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 9.02.     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 and
the Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of 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 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
         5.02, or change any Place of Payment where, or the coin or currency in
         which, any Security or any premium or interest

<PAGE>

                                      -60-

         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

                  (3)      modify any of the provisions of this Section, Section
         5.13 or Section 10.10, 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 10.10, or the deletion of this
         provision, in accordance with the requirements of Sections 6.11 and
         9.01(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 9.03.     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 provided
with, and (subject to Section 6.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
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 9.04.     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.

<PAGE>

                                      -61-

                  SECTION 9.05.     CONFORMITY WITH TRUST INDENTURE ACT.

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

                  SECTION 9.06.     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 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 authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE X

                                    COVENANTS

                  SECTION 10.01.    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 10.02.    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 in
respect of the Securities of that series, 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 Corporate Trust Office of the
Trustee and the Company hereby appoints 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 pur-

<PAGE>

                                      -62-

poses. 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 10.03.    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 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

<PAGE>

                                      -63-

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 10.04.    STATEMENT BY OFFICERS AS TO DEFAULT.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company 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 shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. The Company will give the Trustee notice of any
Event of Default within 10 days after any Responsible Officer of the Company
becomes aware of or receives actual notice of such default or Event of Default.

                  SECTION 10.05.    EXISTENCE.

                  Subject to Article Eight, the Company 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 the Company shall not 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 and that the loss
thereof is not disadvantageous in any material respect to the Holders.

                  SECTION 10.06.    MAINTENANCE OF PROPERTIES.

                  The Company will 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 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 from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

<PAGE>

                                      -64-

                  SECTION 10.07.    PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company 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 or any of its
Subsidiaries or upon the income, profits or property of the Company or any of
its 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 or
any of its Subsidiaries; provided, however, that neither the Company nor any of
its 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 10.08.    LIMITATION ON SALES AND LEASEBACKS.

                  The Company 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 10.09
would not exceed 10% of Consolidated Net Tangible Assets; provided, however,
that this Section 10.08 shall not apply to, and there shall be excluded from
Attributable Debt in any computation under this Section or Section 10.09,
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 Company 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 Company 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
         Company or of a Restricted Subsidiary of the Company 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 Company 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 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

<PAGE>

                                      -65-

         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 Company and a wholly-owned Subsidiary of the Company or
         between wholly-owned Subsidiaries of the Company.

                  SECTION 10.09.    RESTRICTION ON LIENS.

                  The Company 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 Company shall so
determine, any Indebtedness of the Company 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 Company 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 10.09
shall not apply to, and there shall be excluded from Indebtedness secured by
Liens in any computation under this Section 10.09 or Section 10.08, Indebtedness
secured by any of the following:

                  (1)      Liens existing on the date of the Indenture
         (including those securing any refinancing of debt underlying such
         liens);

                  (2)      Liens on any property existing at the time of
         acquisition thereof by the Company 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 Company or the respective Restricted
         Subsidiary (including the principal amount of the Indebtedness secured
         thereby);

<PAGE>

                                      -66-

                  (3)      Liens in favor of the Company 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;

                  (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 Company has determined, within 180 days of such
         acquisition, that the Company will seek such Indebtedness (from a
         lender or investor not including the Company or any Subsidiary of the
         Company), 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 10.09 and Section 10.08, 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 Company or a Restricted Subsidiary acquires,
directly or indirectly, an interest, or an additional interest (to the extent
thereof), in

<PAGE>

                                      -67-

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 10.10.    WAIVER OF CERTAIN COVENANTS.

                  Except as otherwise specified as contemplated by Section 3.01
for Securities of such series, the Company 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 provided pursuant to Section
3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such series and
in Sections 10.08 or 10.09 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 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 11.01.    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 3.01 for such Securities) in
accordance with this Article.

                  SECTION 11.02.    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 3.01 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 11.03.    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

<PAGE>

                                      -68-

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 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.

                  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 11.04.    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 sin-

<PAGE>

                                      -69-

         gle 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.

                  SECTION 11.05.    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 10.03) 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 11.06.    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 3.01, 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 3.07.

                  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 11.07.    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

<PAGE>

                                      -70-

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 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, 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.

                                  ARTICLE XII

                             [INTENTIONALLY OMITTED]

                                  ARTICLE XIII

                             [INTENTIONALLY OMITTED]

                                  ARTICLE XIV

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 14.01.    COMPANY'S OPTION TO EFFECT DEFEASANCE OR
                                    COVENANT DEFEASANCE.

                  The Company may elect, at its option at any time, to have
Section 14.02 or Section 14.03 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 3.01 as being
defeasible pursuant to such Section 14.02 or 14.03, in accordance with any
applicable requirements provided pursuant to Section 3.01 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 3.01 for such Securities.

                  SECTION 14.02.    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
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the conditions
set forth in Section 14.04 are satisfied (hereinafter called "Defeasance"). For
this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Securities and
to have satisfied all their other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute 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 14.04 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

<PAGE>

                                      -71-

due, (2) the Company's obligations with respect to such Securities under
Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (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 notwithstanding the prior exercise
of its option (if any) to have Section 14.03 applied to such Securities.

                  SECTION 14.03.    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 shall be released from its obligations under Section
7.04, Section 8.01(3), Sections 10.06 through 10.09, inclusive, and any
covenants provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7) for the
benefit of the Holders of such Securities, and (2) the occurrence of any event
specified in Sections 5.01(3) (with respect to any of Section 8.01, Sections
10.06 through 10.09, inclusive, and any such covenants provided pursuant to
Section 9.01(2) or 9.01(7)), and 5.01(4) through 5.01(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 14.04 are satisfied (hereinafter called "Covenant Defeasance").
For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 5.01(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 14.04.    CONDITIONS TO DEFEASANCE OR COVENANT
                                    DEFEASANCE.

                  The following shall be the conditions to the application of
Section 14.02 or Section 14.03 to any Securities or any series of Securities, as
the case may be:

                  (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 6.09 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 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

<PAGE>

                                      -72-

         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 14.02
         apply to any Securities or any series of Securities, as the case may
         be, 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 14.03
         apply to any Securities or any series of Securities, as the case may
         be, 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
         14.02 or 14.03 apply to any Securities or any series of Securities, as
         the case may be, 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 such
         Securities

<PAGE>

                                      -73-

         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 5.01(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 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 14.05.    DEPOSITED MONEY AND U.S. GOVERNMENT
                                    OBLIGATIONS TO BE HELD IN TRUST;
                                    MISCELLANEOUS PROVISIONS.

                  Subject to the provisions of the last paragraph of Section
10.03, 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 14.06, the Trustee and any such other
trustee are referred to collectively as the "Trustee") pursuant to Section 14.04
in respect of any Securities shall be held in trust and applied by the Trustee,
in accordance with the

<PAGE>

                                      -74-

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.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 14.04 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 14.04 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 14.06.    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 14.02 or 14.03 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 14.05 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]

<PAGE>

                                      -75-

                  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 INCORPORATED

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

                                    THE BANK OF NEW YORK

                                    By:  /s/ Dorothy Miller
                                         ---------------------------------------
                                         Name:    Dorothy Miller
                                         Title:   Vice President

<PAGE>

                                                              Annex A -- Form of
                                                        Regulation S Certificate

                            REGULATION S CERTIFICATE

        (FOR TRANSFERS PURSUANT TO SECTION 3.05(b)(1) OF THE INDENTURE)

The Bank of New York,
as Security Registrar

New York, New York

                  Re: % Notes due ___________of Bowater
                     Incorporated (the "Securities")

                  Reference is made to the Indenture, dated as of June [ ], 2003
(the "Indenture"), between Bowater Incorporated (the "Company") 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:

                                     A-1

<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.

                                      A-2

<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.)

                                      A-3

<PAGE>

                                                              Annex B -- Form of
                                               Restricted Securities Certificate

                        RESTRICTED SECURITIES CERTIFICATE

 (FOR TRANSFERS PURSUANT TO SECTIONS 3.05 (b)(2), (3) AND (5) OF THE INDENTURE)

The Bank of New York,
as Security Registrar

New York, New York

                   Re:   % Notes due ___________of Bowater
                        Incorporated (the "Securities")

                  Reference is made to the Indenture, dated as of June [ ], 2003
(the "Indenture"), between Bowater Incorporated (the "Company") 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:

                                      B-1

<PAGE>

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

                           (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

                  (4)      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.)

                                                              Annex C -- Form of
                                             Unrestricted Securities Certificate

                       UNRESTRICTED SECURITIES CERTIFICATE

   (FOR REMOVAL OF SECURITIES ACT LEGENDS PURSUANT TO SECTION 3.05(c) OF THE
                                   INDENTURE)

                                      B-2

<PAGE>

The Bank of New York,
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 June [ ], 2003
(the "Indenture"), between Bowater Incorporated (the "Company") 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
3.05(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.

                  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.)

<PAGE>

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.)