<PAGE>

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

                                                                 Exhibit (10)(o)

                             POTLATCH CORPORATION

                                   as Issuer

                                      and

                                 THE GUARANTORS
                                  Named Herein

                   10.00% SENIOR SUBORDINATED NOTES DUE 2011

                           _________________________


                                   INDENTURE

                           Dated as of June 29, 2001

                           _________________________





                           _________________________


                     U.S. BANK TRUST NATIONAL ASSOCIATION

                                   as Trustee

                           ________________________






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

                            CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
Trust Indenture                                                                 Indenture Section
Act Section
<S>                                                                          <C>
310(a)(1)..................................................................           7.10
   (a)(2)..................................................................           7.10
   (a)(3)..................................................................           N.A.
   (a)(4)..................................................................           N.A.
   (a)(5)..................................................................           7.10
   (b).....................................................................           7.10
   (c).....................................................................           N.A.
311(a).....................................................................           7.11
   (b).....................................................................           7.11
   (c).....................................................................           N.A.
312(a).....................................................................           2.05
   (b).....................................................................          13.03
   (c).....................................................................          13.03
313(a).....................................................................           7.06
   (b)(1)..................................................................          10.03
   (b)(2)..................................................................           7.07
   (c).....................................................................        7.06;13.02
   (d).....................................................................           7.06
314(a).....................................................................        4.03;13.02
   (b).....................................................................          10.02
   (c)(1)..................................................................          13.04
   (c)(2)..................................................................          13.04
   (c)(3)..................................................................           N.A.
   (d).....................................................................           N.A.
   (e).....................................................................          13.05
   (f).....................................................................           N.A.
315(a).....................................................................           7.01
   (b).....................................................................        7.05,13.02
   (c).....................................................................           7.01
   (d).....................................................................           7.01
   (e).....................................................................           6.11
316(a) (last sentence).....................................................           2.09
   (a)(1)(A)...............................................................           6.05
   (a)(1)(B)...............................................................           6.04
   (a)(2)..................................................................           N.A.
   (b).....................................................................           6.07
   (c).....................................................................           2.12
317(a)(1)..................................................................           6.08
   (a)(2)..................................................................           6.09
   (b).....................................................................           2.04
318(a).....................................................................          13.01
   (b).....................................................................           N.A.
   (c).....................................................................          13.01
</TABLE>

N.A. means not applicable.
*  This Cross Reference Table is not part of the Indenture.
<PAGE>

                               TABLE OF CONTENTS

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


<S>               <C>                                                                         <C>
 Section 1.01.    Definitions................................................................  1
 Section 1.02.    Other Definitions.......................................................... 19
 Section 1.03.    Incorporation by Reference of Trust Indenture Act.......................... 19
 Section 1.04.    Rules of Construction...................................................... 20


                                   ARTICLE 2.
                                   THE NOTES


 Section 2.01.    Form and Dating............................................................ 20
 Section 2.02.    Execution and Authentication............................................... 21
 Section 2.03.    Registrar and Paying Agent................................................. 21
 Section 2.04.    Paying Agent to Hold Money in Trust........................................ 22
 Section 2.05.    Holder Lists............................................................... 22
 Section 2.06.    Transfer and Exchange...................................................... 22
 Section 2.07.    Replacement Notes.......................................................... 32
 Section 2.08.    Outstanding Notes.......................................................... 33
 Section 2.09.    Treasury Notes............................................................. 33
 Section 2.10.    Temporary Notes............................................................ 33
 Section 2.11.    Cancellation............................................................... 33
 Section 2.12.    Defaulted Interest......................................................... 34


                                   ARTICLE 3.
                           REDEMPTION AND PREPAYMENT


 Section 3.01.    Notices to Trustee......................................................... 34
 Section 3.02.    Selection of Notes to Be Redeemed.......................................... 34
 Section 3.03.    Notice of Redemption....................................................... 34
 Section 3.04.    Effect of Notice of Redemption............................................. 35
 Section 3.05.    Deposit of Redemption Price................................................ 35
 Section 3.06.    Notes Redeemed in Part..................................................... 36
 Section 3.07.    Optional Redemption........................................................ 36
 Section 3.08.    Mandatory Redemption....................................................... 36
 Section 3.09.    Offer to Purchase by Application of Excess Proceeds........................ 36


                                   ARTICLE 4.
                                   COVENANTS


 Section 4.01.    Payment of Notes........................................................... 38
 Section 4.02.    Maintenance of Office or Agency............................................ 38
 Section 4.03.    Reports.................................................................... 39
 Section 4.04.    Compliance Certificate..................................................... 39
 Section 4.05.    Taxes...................................................................... 40
 Section 4.06.    Stay, Extension and Usury Laws............................................. 40
 Section 4.07.    Restricted Payments........................................................ 40
 Section 4.08.    Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.. 43
 Section 4.09.    Incurrence of Indebtedness and Issuance of Preferred Stock................. 43
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>               <C>                                                                         <C>
 Section 4.10.    Asset Sales................................................................ 46
 Section 4.11.    Transactions with Affiliates............................................... 47
 Section 4.12.    Liens...................................................................... 48
 Section 4.13.    Corporate Existence........................................................ 48
 Section 4.14.    Offer to Repurchase Upon Change of Control................................. 48
 Section 4.15.    No Senior Subordinated Debt................................................ 49
 Section 4.16.    Limitation on Sale and Leaseback Transactions.............................. 49
 Section 4.17.    Designation of Restricted and Unrestricted Subsidiaries.................... 50
 Section 4.18.    Limitation on Issuances and Sales of Equity Interests of Wholly Owned
                  Restricted Subsidiaries.................................................... 50
 Section 4.19.    Additional Subsidiary Guarantees........................................... 50


                                   ARTICLE 5.
                                   SUCCESSORS


 Section 5.01.    Merger, Consolidation, or Sale of Assets................................... 51
 Section 5.02.    Successor Corporation Substituted.......................................... 51


                                   ARTICLE 6.
                             DEFAULTS AND REMEDIES


 Section 6.01.    Events of Default.......................................................... 52
 Section 6.02.    Acceleration............................................................... 53
 Section 6.03.    Other Remedies............................................................. 54
 Section 6.04.    Waiver of Past Defaults.................................................... 54
 Section 6.05.    Control by Majority........................................................ 55
 Section 6.06.    Limitation on Suits........................................................ 55
 Section 6.07.    Rights of Holders of Notes to Receive Payment.............................. 55
 Section 6.08.    Collection Suit by Trustee................................................. 55
 Section 6.09.    Trustee May File Proofs of Claim........................................... 55
 Section 6.10.    Priorities................................................................. 56
 Section 6.11.    Undertaking for Costs...................................................... 56


                                   ARTICLE 7.
                                    TRUSTEE


 Section 7.01.    Duties of Trustee.......................................................... 57
 Section 7.02.    Rights of Trustee.......................................................... 58
 Section 7.03.    Individual Rights of Trustee............................................... 58
 Section 7.04.    Trustee's Disclaimer....................................................... 58
 Section 7.05.    Notice of Defaults......................................................... 58
 Section 7.06.    Reports by Trustee to Holders of the Notes................................. 59
 Section 7.07.    Compensation and Indemnity................................................. 59
 Section 7.08.    Replacement of Trustee..................................................... 60
 Section 7.09.    Successor Trustee by Merger, etc........................................... 61
 Section 7.10.    Eligibility; Disqualification.............................................. 61
 Section 7.11.    Preferential Collection of Claims Against Company.......................... 61


                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 Section 8.01.    Option to Effect Legal Defeasance or Covenant Defeasance..................  61
 Section 8.02.    Legal Defeasance and Discharge............................................  61
 Section 8.03.    Covenant Defeasance.......................................................  62
 Section 8.04.    Conditions to Legal or Covenant Defeasance................................  62
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>               <C>                                                                         <C>
 Section 8.05.    Deposited Money and Government Securities to be Held in Trust; Other
                  Miscellaneous Provisions..................................................  63
 Section 8.06.    Repayment to Company......................................................  63
 Section 8.07.    Reinstatement.............................................................  64


                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER


 Section 9.01.    Without Consent of Holders of Notes.......................................  64
 Section 9.02.    With Consent of Holders of Notes..........................................  65
 Section 9.03.    With Consent of Holders of Senior Debt....................................  66
 Section 9.04.    Compliance with Trust Indenture Act.......................................  67
 Section 9.05.    Revocation and Effect of Consents.........................................  67
 Section 9.06.    Notation on or Exchange of Notes..........................................  67
 Section 9.07.    Trustee to Sign Amendments, etc...........................................  67


                                  ARTICLE 10.
                                 SUBORDINATION


 Section 10.01.   Agreement to Subordinate..................................................  67
 Section 10.02.   Liquidation; Dissolution; Bankruptcy......................................  67
 Section 10.03.   Default on Designated Senior Debt.........................................  68
 Section 10.04.   Acceleration of Notes.....................................................  69
 Section 10.05.   When Distribution Must Be Paid Over.......................................  69
 Section 10.06.   Notice by Company.........................................................  69
 Section 10.07.   Subrogation...............................................................  69
 Section 10.08.   Relative Rights...........................................................  70
 Section 10.09.   Subordination May Not Be Impaired by Company..............................  70
 Section 10.10.   Distribution or Notice to Representative..................................  70
 Section 10.11.   Rights of Trustee and Paying Agent........................................  70
 Section 10.12.   Authorization to Effect Subordination.....................................  71
 Section 10.13.   Amendments................................................................  71


                                  ARTICLE 11.
                             SUBSIDIARY GUARANTEES


 Section 11.01.   Guarantee.................................................................  71
 Section 11.02.   Subordination of Subsidiary Guarantee.....................................  72
 Section 11.03.   Limitation on Guarantor Liability.........................................  72
 Section 11.04.   Execution and Delivery of Subsidiary Guarantee............................  72
 Section 11.05.   Guarantors May Consolidate, etc., on Certain Terms........................  73
 Section 11.06.   Release of Guarantee......................................................  73


                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE



 Section 12.01.   Satisfaction and Discharge................................................  74
 Section 12.02.   Application of Trust Money................................................  75


                                  ARTICLE 13.
                                 MISCELLANEOUS


 Section 13.01.    Trust Indenture Act Controls.............................................  75
 Section 13.02.    Notices..................................................................  75
 Section 13.03.    Communication by Holders of Notes with Other Holders of Notes............  76
 Section 13.04.    Certificate and Opinion as to Conditions Precedent.......................  77
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                <C>                                                                        <C>
 Section 13.05.    Statements Required in Certificate or Opinion............................  77
 Section 13.06.    Rules by Trustee and Agents..............................................  77
 Section 13.07.    No Personal Liability of Directors, Officers, Employees and Stockholders.  77
 Section 13.08.    Governing Law............................................................  78
 Section 13.09.    No Adverse Interpretation of Other Agreements............................  78
 Section 13.10.    Successors...............................................................  78
 Section 13.11.    Severability.............................................................  78
 Section 13.12.    Counterpart Originals....................................................  78
 Section 13.13.    Table of Contents, Headings, etc.........................................  78


                                    EXHIBITS


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

                                      iv
<PAGE>

     INDENTURE dated as of June 29, 2001 among Potlatch Corporation, a Delaware
corporation (the "Company"), the Guarantors listed on Schedule I attached hereto
(the "Guarantors") and U.S. Bank Trust National Association, as trustee (the
"Trustee").

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 10.00% Series A Senior Subordinated Notes due 2011 (the "Series A Notes")
and the 10.00% Series B Senior Subordinated Notes due 2011 (the "Series B Notes"
and together with the Series A Notes, the "Notes"):

                                  ARTICLE 1.
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.  Definitions.

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

     "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person; and (ii) Indebtedness secured by a Lien encumbering any assets
acquired by such specified Person, but excluding Indebtedness of such other
Person that is extinguished, retired or repaid concurrent with such other Person
becoming a Subsidiary of such specified Person.

     "Additional Notes" means additional Notes (other than the Initial Notes)
issued under this Indenture in accordance with Section 2.02 and subject to
compliance with Article 4 hereof, as part of the same series as the Initial
Notes.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that that beneficial ownership of 10% or more
of the Voting Stock of a Person shall be deemed to be control.  For purposes of
this definition, the terms "controlling," "controlled by" and "under common
control with" have correlative meanings.

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

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

     "Asset Sale" means: (i) the sale, lease, conveyance or other disposition of
any assets or rights; provided that the sale, conveyance or other disposition of
all or substantially all of the assets of the Company and its Subsidiaries,
taken as a whole, shall be governed by the provisions of Sections 4.14 and

                                       1
<PAGE>

5.01 and not by the provisions of Section 4.10; and (ii) the issuance of Equity
Interests by any of the Company's Restricted Subsidiaries or the sale of Equity
Interests in any of its Subsidiaries.

     Notwithstanding the preceding, the following items shall not be deemed to
be Asset Sales: (a) any single transaction or series of related transactions
that involves assets with an aggregate fair market value of less than $5.0
million; (b) one or more transactions during any 12-month period with an
aggregate fair market value of less than $10.0 million, determined without
regard to whether such transactions are related, but including all transactions
that are deemed not to be Asset Sales pursuant to clause (a) above; (c) a
transfer of assets between or among the Company and its Restricted Subsidiaries;
(d) an issuance of Equity Interests by a Restricted Subsidiary to the Company or
to another Restricted Subsidiary; (e) the sale or lease of equipment, Inventory,
accounts receivable or other assets in the ordinary course of business; (f) the
conveyance of real property, including timberlands, for charitable and
environmental conservation purposes, consistent with past practice; (g)
dispositions by the Company or any of its Restricted Subsidiaries of timberlands
for other timberlands, provided, that if the Company or such Restricted
Subsidiary receives consideration consisting of assets other than timberlands in
such exchange, then such disposition shall be deemed an Asset Sale to the extent
of the fair market value of such non-timberland consideration received and,
provided, further, that the Board of Directors shall have approved such
disposition and exchange and determined the fair market value of the assets
subject to such transaction in accordance with Section 4.10 hereof; (h) the sale
or other disposition of cash or Cash Equivalents; and (i) a Restricted Payment
or Permitted Investment that is permitted by Section 4.07 hereof.

     "Attributable Debt" means, in respect of a sale and leaseback transaction,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended.  Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

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

     "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition.  The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

     "Board of Directors" means, as the context may require:  (1) with respect
to the Company or a Restricted Subsidiary that is a corporation, the board of
directors of the corporation or a committee thereof; (2) with respect to a
partnership, the board of directors of the general partner of the partnership;
and (3) with respect to any other Person, the board or a committee of such
Person serving a similar function.

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

     "Business Day" means any day other than a Legal Holiday.

                                       2
<PAGE>

     "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital Stock" means (i) in the case of a corporation, corporate stock;
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock; (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited); and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

     "Cash Equivalents" means (i) United States dollars, (ii) (a) securities
issued or directly and fully guaranteed or insured by the full faith and credit
of the United States government or any agency or instrumentality of the United
States government (provided that the full faith and credit of the United States
is pledged in support of those securities) having maturities of not more than
six months from the date of acquisition, and (b) certificates, depositary
receipts or other instruments which evidence a direct ownership interest in
obligations described in clause (a) above or in any specific interest or
principal payments due in respect thereof; provided, however, that the custodian
of such obligations or specific interest or principal payments shall be a bank
or trust company (which may include the trustee or any paying agent) subject to
federal or state supervision or examination with a combined capital and surplus
of at least $50.0 million; and provided, further, that except as may be
otherwise required by law, such custodian shall be obligated to pay to the
holders of such certificates, depositary receipts or other instruments the full
amount received by such custodian in respect of such obligations or specific
payments and shall not be permitted to make any deduction therefrom; (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case,
with any lender party to the Credit Agreement or with any domestic commercial
bank having capital and surplus in excess of $500.0 million and a Thompson Bank
Watch (or such successor thereto) Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from either
Moody's or S&P and, in each case, maturing within six months after the date of
acquisition and (vi) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (i) through (v) of
this definition.

     "Change of Control" means the occurrence of any of the following:  (i) the
direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole to any "person" (as that term is used
in Section 13(d)(3) of the Exchange Act); (ii) the adoption of a plan relating
to the liquidation or dissolution of the Company; (iii) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as defined above) becomes the Beneficial
Owner, directly or indirectly, of more than 35% of the Voting Stock of the
Company, measured by voting power rather than number of shares; provided,
however, such person shall not be deemed to be such a Beneficial Owner of shares
tendered pursuant to a tender offer or exchange offer paid by or on behalf of
that person or any Affiliate of that person until the tendered shares are
accepted for purchase or exchange, and provided further, however, that no person
who is a Beneficial Owner of Voting Stock of the Company as of the date of this
Indenture (an "Existing Holder") or a Permitted Transferee (collectively a
"Permitted Holder") shall be deemed to have become the Beneficial Owner of
Voting Stock of the Company as a result of the formation of a "syndicate" or
"group" (each within the meaning of Section 13(d)(3) of the Exchange Act) with
one or more other Permitted Holders to the extent of the Voting Stock of the

                                       3
<PAGE>

Company as to which such other Permitted Holder or Permitted Holders is a
Beneficial Owner as of the date of this Indenture; (iv) the first day on which a
majority of the members of the Board of Directors are not Continuing Directors;
or (v) the Company consolidates with, or merges with or into, any Person, or any
Person consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company or such other Person is converted into or exchanged for cash, securities
or other property, other than any such transaction where the Voting Stock of the
Company outstanding immediately prior to such transaction is converted into or
exchanged for Voting Stock (other than Disqualified Stock) of the surviving or
transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance); provided, however, that a Change of Control shall be
deemed not to occur pursuant to clauses (i), (iii), (iv) and (v) above if
either: (x) the acquiring "person" is a corporation with outstanding senior
subordinated unsecured long-term debt securities having a maturity at least
equal to the then remaining term of the Notes and such debt securities are rated
not less than Investment Grade (without giving effect to any third-party credit
support or enhancement) by both S&P and Moody's for a period of at least 60
consecutive days beginning on the date of the event that would otherwise
constitute such Change of Control, or (y) in the event that the acquiring
"person" is a corporation that either (1) does not have any outstanding senior
subordinated unsecured long-term debt securities having a maturity at least
equal to the then remaining term of the Notes that are rated by both S&P and
Moody's at any time during a period of 60 consecutive days beginning on the date
of such event, or (2) after the date of such event but during such 60-day
period, has outstanding senior subordinated unsecured long-term debt securities
having a maturity at least equal to the then remaining term of the Notes that
have been rated not less than Investment Grade (without giving effect to any
third party credit support or enhancement) by both S&P and Moody's which rating
continues in effect for the remainder of such period, and, in the case of
subclauses (1) and (2) of this clause (y), the Notes shall be rated immediately
upon such Change of Control at Investment Grade.

     "Clearstream" means Clearstream Banking, SA.

     "Company" means Potlatch Corporation, and any and all successors thereto.

     "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus:

               (i) an amount equal to any extraordinary loss plus any net loss
         realized by such Person or any of its Restricted Subsidiaries in
         connection with an Asset Sale, to the extent such losses were deducted
         in computing such Consolidated Net Income; plus

               (ii) provision for taxes based on income or profits of such
         Person and its Restricted Subsidiaries for such period, to the extent
         that such provision for taxes was deducted in computing such
         Consolidated Net Income; plus

               (iii)  consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued and
         whether or not capitalized (including, without limitation, amortization
         of debt issuance costs and original issue discount, non-cash interest
         payments, the interest component of any deferred payment obligations,
         the interest component of all payments associated with Capital Lease
         Obligations, imputed interest with respect to Attributable Debt,
         commissions, discounts and other fees and charges incurred in respect
         of letter of credit or bankers' acceptance financings, and net of the
         effect of all payments made or received pursuant to Hedging
         Obligations), to the extent that any such expense was deducted in
         computing such Consolidated Net Income; plus

                                       4
<PAGE>

               (iv) depreciation, amortization and cost of fee timber harvested
         (including amortization of goodwill and other intangibles but excluding
         amortization of prepaid cash expenses that were paid in a prior period)
         and other non-cash expenses (excluding any such non-cash expense to the
         extent that it represents an accrual of or reserve for cash expenses in
         any future period or amortization of a prepaid cash expense that was
         paid in a prior period) of such Person and its Restricted Subsidiaries
         for such period to the extent that such depreciation, amortization,
         cost of fee timber harvested and other non-cash expenses were deducted
         in computing such Consolidated Net Income; minus

               (v) non-cash items increasing such Consolidated Net Income for
         such period, other than the accrual of revenue in the ordinary course
         of business;

in each case, on a consolidated basis and determined in accordance with GAAP.

     Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation, amortization and cost of fee timber
harvested and other non-cash expenses of, a Subsidiary of the Company shall be
added to Consolidated Net Income to compute Consolidated Cash Flow of the
Company only to the extent that a corresponding amount would be permitted at the
date of determination to be dividended to the Company by such Subsidiary without
prior governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP;
provided that:  (i) the Net Income (but not loss) of any Person that is not a
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the specified Person or a Wholly Owned Restricted Subsidiary of the
specified Person; (ii) the Net Income of any Restricted Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Restricted Subsidiary or its
stockholders; (iii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded; (iv) the cumulative effect of a change in accounting principles
shall be excluded; and (v) the Net Income (but not loss) of any Unrestricted
Subsidiary shall be excluded, whether or not distributed to the specified Person
or one of its Subsidiaries.

     "Consolidated Net Worth" means, with respect to any specified Person as of
any date, the sum of:  (x) the consolidated equity of the common stockholders of
such Person and its consolidated Subsidiaries as of such date; plus (y) the
respective amounts reported on such Person's balance sheet as of such date with
respect to any series of preferred stock (other than Disqualified Stock) that by
its terms is not entitled to the payment of dividends unless such dividends may
be declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such preferred stock.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of this Indenture (the "Incumbent Board") or (ii) was
nominated for election or elected to such Board of Directors with the

                                       5
<PAGE>

 approval of a majority of the Incumbent Board, any such member of such Board of
Directors thereafter being considered a member of the Incumbent Board.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Credit Agreement" means that certain Credit Agreement dated as of the date
of the issuance of the Notes, by and among the Company, the Guarantors, the
lenders party thereto and Bank of America, N.A., as administrative agent,
providing for up to $400.0 million of borrowings, including any related notes,
guarantees, collateral, documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time.

     "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

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

     "Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.

     "Designated Senior Debt" means (i) any Indebtedness outstanding under the
Credit Agreement; and (ii) after payment in full of all Obligations under the
Credit Agreement, any other Senior Debt permitted hereunder, the principal
amount of which is $25.0 million or more and that has been designated by the
Company as "Designated Senior Debt."

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

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

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date that is 91 days
after the date on which the Notes mature. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of such Capital Stock have the right to require the Company
to repurchase such Capital Stock upon the occurrence of a Change of Control or
an Asset Sale shall not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof.

                                       6
<PAGE>

     "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia or that guarantees or otherwise provides direct
credit support for any Indebtedness of the Company.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Escrow Agreement" means the Escrow Agreement, dated as of June 29, 2001,
by and among the Company, Bank of America, N.A. and Wells Fargo Bank Northwest,
National Association, as such agreement may be amended, modified or supplemented
from time to time.

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

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

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

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

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

     "Existing Indebtedness" means up to $975.0 million in aggregate principal
amount of Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Credit Agreement) in existence on the date of this
Indenture, until such amounts are repaid.

     "Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

               (i)    the consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued,
         including, without limitation, amortization of debt issuance costs and
         original issue discount, non-cash interest payments, the interest
         component of any deferred payment obligations, the interest component
         of all payments associated with Capital Lease Obligations, imputed
         interest with respect to Attributable Debt, commissions, discounts and
         other fees and charges incurred in respect of letter of credit or
         bankers' acceptance financings, and net of the effect of all payments
         made or received pursuant to Hedging Obligations; plus

               (ii)   the consolidated interest of such Person and its
         Restricted Subsidiaries that was capitalized during such period; plus

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

               (iv)   the product of (a) all dividends, whether paid or accrued
         and whether or not in cash, on any series of preferred stock of such
         Person or any of its Restricted Subsidiaries, other than dividends on
         Equity Interests payable solely in Equity Interests of


                                       7
<PAGE>

         the Company (other than Disqualified Stock) or to the Company or a
         Restricted Subsidiary of the Company, times (b) a fraction, the
         numerator of which is one and the denominator of which is one minus the
         then current combined federal, state and local statutory tax rate of
         such Person, expressed as a decimal, in each case, on a consolidated
         basis and in accordance with GAAP.

     "Fixed Charge Coverage Ratio" means with respect to any specified Person
for any six-quarter period, the ratio of the Consolidated Cash Flow of such
Person and its Restricted Subsidiaries for such period to the Fixed Charges of
such Person and its Restricted Subsidiaries for such period.  In the event that
the specified Person or any of its Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable six-quarter reference
period.

     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

               (i)    acquisitions that have been made by the specified Person
         or any of its Restricted Subsidiaries, including through mergers or
         consolidations and including any related financing transactions, during
         the six-quarter reference period or subsequent to such reference period
         and on or prior to the Calculation Date shall be given pro forma effect
         as if they had occurred on the first day of the six-quarter reference
         period and Consolidated Cash Flow for such reference period shall be
         calculated on a pro forma basis in accordance with Regulation S-X under
         the Securities Act, but without giving effect to clause (iii) of the
         proviso set forth in the definition of Consolidated Net Income;

               (ii)   the Consolidated Cash Flow attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of prior to the Calculation Date, shall be
         excluded; and

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

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

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

                                       8
<PAGE>

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

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

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

     "Guarantors" means (1) the Company's Subsidiaries that from time to time
are guarantors of the Obligations under the Credit Agreement, which as of the
date of this Indenture are Duluth & Northeastern Railroad Co., a Minnesota
corporation; The Prescott and Northwestern Railroad Company, an Arkansas
corporation; St. Maries River Railroad Company, an Idaho corporation; and Warren
and Saline River Railroad Company, an Arkansas corporation; and (2) any other
Subsidiary that executes a Subsidiary Guarantee in accordance with the
provisions of this Indenture, and their respective successors and assigns.

     "Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.

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

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

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent and without duplication
(i) in respect of borrowed money; (ii) evidenced by bonds, notes, debentures or
similar instruments or letters of credit (or reimbursement agreements in respect
thereof); (iii) in respect of banker's acceptances; (iv) representing Capital
Lease Obligations; (v) representing the balance deferred and unpaid of the
purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable; or (vi) representing any Hedging Obligations,
if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP.  In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

     The amount of any Indebtedness outstanding as of any date shall be (i) the
accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount; and (ii) the principal amount of the Indebtedness,
together with any interest on the Indebtedness that is more than 30 days past
due, in the case of any other Indebtedness.

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

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

                                       9
<PAGE>

     "Initial Notes" means the first $250.0 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

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

     "Inventory" of a Person means all inventory of such Person, including (i)
all raw materials, logs, timber, forest growth, work-in-process, parts,
components, assemblies, supplies and materials used or consumed by such Person's
business, (ii) all goods, wares and merchandise, finished or unfinished, held
for sale or lease and (iii) all goods returned or repossessed by such Person.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.  If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in Section 4.07 hereof.  The acquisition by the
Company or any Subsidiary of the Company of a Person that holds an Investment in
a third Person shall be deemed to be an Investment by the Company or such
Subsidiary in such third Person in an amount equal to the fair market value of
the Investment held by the acquired Person in such third Person in an amount
determined as provided in Section 4.07 hereof.

     "Investment Grade" means (i) BBB- or above, in the case of S&P (or its
equivalent under any successor Rating Categories of S&P) and Baa3 or above, in
the case of Moody's (or its equivalent under any successor Rating Categories of
Moody's) or (ii) the equivalent in respect of the Rating Categories of any
Rating Agencies.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.  If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

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

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

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

                                       10
<PAGE>

     "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain or loss, together with any related provision for taxes on such gain (but
not loss), realized in connection with (a) any Asset Sale, or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and (ii) any extraordinary gain or loss, together
with any related provision for taxes on such extraordinary gain or loss.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Subsidiaries in respect of any Asset Sale (including, without
limitations, any cash received upon the sale or other disposition of any non-
cash consideration received in any Asset Sale), net of the direct costs relating
to such Asset Sale, including, without limitation, legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Senior Debt secured by a Lien on
the asset or assets that were the subject of such Asset Sale and any reserve for
adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.

     "Non-Recourse Debt" means Indebtedness: (i) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise,
or (c) constitutes the lender; (ii) no default with respect to which (including
any rights that the holders of the Indebtedness may have to take enforcement
action against an Unrestricted Subsidiary) would permit upon notice, lapse of
time or both any holder of any other Indebtedness (other than the Notes) of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or
payable prior to its stated maturity; and (iii) as to which the lenders have
been notified in writing that they will not have any recourse to the stock or
assets of the Company or any of its Restricted Subsidiaries.

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

     "Notes" has the meaning assigned to it in the preamble to this Indenture
and shall include all Exchange Notes issued in respect thereof pursuant to the
Exchange Offer.  The Initial Notes and the Additional Notes shall be treated as
a single class for all purposes under this Indenture.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages, costs and expenses and other
liabilities payable under the documentation governing any Indebtedness.

     "Offering" means the offering of the Notes by the Company.

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

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 13.05
hereof.

                                       11
<PAGE>

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

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

     "Permitted Business" means any business conducted by the Company on the
date of this Indenture, and any business reasonably related thereto.

     "Permitted Investments" means:  (i) any Investment in the Company or in a
Restricted Subsidiary of the Company; (ii) any Investment in Cash Equivalents;
(iii) any Investment by the Company or any Restricted Subsidiary of the Company
in a Person, if as a result of such Investment:  (a) such Person becomes a
Restricted Subsidiary of the Company, or (b) such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company; (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof; (v) any acquisition of assets solely in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Company;
(vi) Investments in prepaid expenses, negotiable instruments held for collection
and lease, utility and workers' compensation, performance and other similar
deposits; (vii) Investments constituting loans, advances or extensions of credit
to employees, officers, supervisory or management board members and directors
made in the ordinary course of business; (viii) Investments consisting of
purchases and acquisitions of inventory, supplies, materials and equipment or
licenses, contribution or leases of intellectual property, in any case, in the
ordinary course of business; (ix) Investments in Permitted Joint Ventures and
Unrestricted Subsidiaries in an amount not to exceed, together with the amount
of all other Investments outstanding under this clause (ix), at the time of such
Investment and after giving pro forma effect thereto $20.0 million; (x) any
Investments received in compromise of obligations of such persons incurred in
the ordinary course of trade creditors or customers that were incurred in the
ordinary course of business, including pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of any trade creditor or
customer; (xi) Hedging Obligations; and (xii) other Investments in any Person
having an aggregate fair market value (measured on the date each such Investment
was made and without giving effect to subsequent changes in value), when taken
together with all other Investments made pursuant to this clause (xii) since the
date of this Indenture, not to exceed $20.0 million.

     "Permitted Joint Ventures" means any arrangement with another Person or
Persons, structured as an unincorporated joint venture, partnership, association
or limited liability company (i) in which the Company and/or any Wholly Owned
Restricted Subsidiary owns at least 15% of the outstanding Capital Stock thereof
and (ii) which engages only in a business of the type conducted by the Company
on the date of this Indenture or in a business ancillary thereto.

     "Permitted Junior Securities" means:  (i) Equity Interests in the Company;
or (ii) debt securities that are subordinated to all Senior Debt and any debt
securities issued in exchange for Senior Debt to the same extent as, or to a
greater extent than, the Notes are subordinated to Senior Debt under this
Indenture.

     "Permitted Liens" means:

               (i)  Liens of the Company and any Guarantor securing Senior Debt
         that is permitted by the terms of this Indenture to be incurred;

                                       12
<PAGE>

               (ii)   Liens in favor of the Company or the Guarantors;

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

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

               (v)    Liens to secure the performance of statutory obligations,
         surety or appeal bonds, performance bonds or other obligations of a
         like nature incurred in the ordinary course of business;

               (vi)   Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by clause (iv) of the second paragraph of
         Section 4.09 hereof; provided, however, that (a) the principal amount
         of any Indebtedness secured by such a Lien does not exceed 100% of such
         purchase price or cost, (b) such Lien does not extend to or cover any
         other property other than such item of property and any improvements on
         such item and (c) the incurrence of such Indebtedness is permitted by
         Section 4.09 hereof;

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

               (viii) Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent or that are being contested in good
         faith by appropriate proceedings promptly instituted and diligently
         concluded; provided that any reserve or other appropriate provision as
         is required in conformity with GAAP has been made therefor;

               (ix)   Liens in connection with escrow deposits made in
         connection with any acquisition of assets;

               (x)    Liens incurred in the ordinary course of business in
         connection with workers' compensation and unemployment insurance,
         social security obligations, assessments or governmental charges which
         are not overdue for more than 60 days;

               (xi)   Liens of carriers, warehousemen, mechanics, vendors
         (solely to the extent arising by operation of law), laborers and
         materialmen incurred in the ordinary course of business for sums not
         yet due or being contested in good faith, if reserves or other
         appropriate provision shall have been made therefor;

               (xii)  Liens created by or existing as a result of any litigation
         or legal proceeding which is currently being contested in good faith by
         appropriate action promptly initiated and diligently conducted,
         including the Lien of any judgment;

               (xiii) easements or similar encumbrances, rights-of-way,
         restrictions, minor defects or irregularities in title not interfering
         in any material respect with the ordinary conduct of the business of
         the Company or such Restricted Subsidiary;

                                       13
<PAGE>

               (xiv)  Liens incurred in the ordinary course of business of the
         Company or any Restricted Subsidiary of the Company with respect to
         obligations that do not exceed $10.0 million at any one time
         outstanding;

               (xv)   Liens on timberlands in connection with any arrangement
         entered into in the ordinary course of business under which the Company
         or any of its Subsidiaries is obligated to cut or pay for timber in
         order to provide the lienholder with respect to such timberlands with a
         specified amount of money, however determined;

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

               (xvii) Liens to secure Indebtedness incurred to renew, extend,
         refinance or refund, in whole or in part, Indebtedness secured by any
         Lien referred to in the foregoing clauses (i) through (xvii) so long as
         such Lien does not extend to any other property and the principal
         amount of Indebtedness so secured does not exceed the principal amount
         of Indebtedness so renewed, extended, refinanced or refunded, plus the
         amount of any premium required to be paid in connection with such
         refinancing pursuant to the terms of the Indebtedness refinanced or the
         amount of any premium reasonably determined by the Company as necessary
         to accomplish such refinancing by means of a tender offer or privately
         negotiated repurchase, plus the expenses of the Company in connection
         with such refinancing.

     "Permitted Redeemable Stock" means any Disqualified Stock of the Company
issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund, Indebtedness (other than
intercompany Indebtedness) or other Disqualified Stock of the Company; provided
that:

               (i)    the stated redemption value of such Permitted Redeemable
         Stock does not exceed the principal amount (or accreted value, if
         applicable) of the Indebtedness, or the stated redemption value of the
         Disqualified Stock being extended, refinanced, renewed, replaced,
         defeased or refunded (plus all accrued interest on such Indebtedness or
         dividends on or other payments in respect of such Disqualified Stock,
         and the amount of all expenses and premiums incurred in connection
         therewith);

               (ii)   such Permitted Redeemable Stock has (a) a final maturity
         date or mandatory redemption date later than (1) the final maturity
         date of the Indebtedness being extended, refinanced, renewed, replaced,
         defeased or refunded, or (2) the maturity date or mandatory redemption
         date of the Disqualified Stock being extended, refinanced, renewed,
         replaced, defeased or refunded; and (b) a Weighted Average Life to
         Maturity equal to or greater than the Weighted Average Life to Maturity
         of the Indebtedness or the Disqualified Stock being extended,
         refinanced, renewed, replaced, defeased or refunded;

provided further that if such Permitted Redeemable Stock permits the holders
thereof to require the Company to repurchase or redeem such Permitted Redeemable
Stock at the option of the holder thereof prior to the final maturity of the
Notes, then the terms of such Permitted Redeemable Stock shall also provide that
the Company may not repurchase or redeem any such Permitted Redeemable Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.07 hereof.

                                       14
<PAGE>

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:  (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus
all accrued interest on the Indebtedness and the amount of all expenses and
premiums incurred in connection therewith); (ii) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and (iv) such Indebtedness is incurred either by the
Company or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.

     "Permitted Transferee" means any direct or indirect transferee of Voting
Stock of the Company from an Existing Holder (i) by gift, bequest, distribution
from (or deposit into) a trust or other transfer without consideration, (ii) by
succession or testamentary disposition upon death or (iii) to a spouse or former
spouse pursuant to an agreement for division of community property or other
property settlement agreement in connection with a martial dissolution or legal
separation.  A Permitted Transferee shall be deemed to be the Beneficial Owner
of any such Voting Stock as of the date of this Indenture.

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

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

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

     "Rating Agencies" means (i) S&P and Moody's or (ii) if S&P or Moody's or if
both of them are not making ratings of the Notes publicly available, a
nationally recognized U.S. rating agency or agencies, as the case may be,
selected by the Company, which will be substituted for S&P or Moody's or both,
as the case may be.

     "Rating Category" means (i) with respect to S&P, any of the following
categories (any of which may include a "+" or "-"):  AAA, AA, A, BBB, BB, B,
CCC, CC, C and D (or equivalent successor categories); (ii) with respect to
Moody's, any of the following categories (any of which may include a "1," "2" or
"3"):  Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor
categories); and (iii) the equivalent of any such categories of S&P or Moody's
used by another Rating Agency, if applicable.

     "Registration Rights Agreement" means the Exchange and Registration Rights
Agreement, dated as of June 29, 2001, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

                                       15
<PAGE>

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

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

     "Replacement Assets" means (i) long-term assets that will be used or useful
in a Permitted Business, (ii) substantially all of the assets of another
Permitted Business, or (iii) a majority of the Voting Stock of any Person
engaged in a Permitted Business that will become on the date of acquisition
thereof a Restricted Subsidiary as a result of such acquisition.

     "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

     "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

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

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

     "Restricted Investment" means any Investment other than a Permitted
Investment.

     "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

     "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

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

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

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

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

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

     "SEC" means the Securities and Exchange Commission.

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

     "Senior Debt" means:  (i) all Indebtedness of the Company and the
Guarantors outstanding under the Credit Agreement and all Hedging Obligations
with respect thereto; (ii) any other Indebtedness of the Company and the
Guarantors permitted to be incurred under the terms of this Indenture, unless
the instrument under which such Indebtedness is incurred expressly provides that
it is on a parity with or subordinated in right of payment to the Notes; and
(iii) all Obligations with respect to the items listed in

                                       16
<PAGE>

the preceding clauses (i) and (ii). Notwithstanding anything to the contrary in
the preceding, Senior Debt shall not include: (i) any liability for federal,
state, local or other taxes owed or owing by the Company or the Guarantors; (ii)
any intercompany Indebtedness of the Company or any of its Subsidiaries to the
Company or any of its Affiliates; (iii) any trade payables; or (iv) the portion
of any Indebtedness that is incurred in violation of this Indenture.

     "Senior Guarantees" means the Guarantees by the Guarantors of Obligations
under the Credit Agreement.

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

     "Significant Subsidiary" means any Subsidiary, other than an Unrestricted
Subsidiary that has no Indebtedness other than Non-Recourse Debt, that would be
a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

     "Special Interest" means all special interest then owing pursuant to
Section 2(c) of the Registration Rights Agreement.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

     "Subsidiary" means, with respect to any specified Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of such Person (or a
combination thereof); and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof).

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

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

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

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

                                       17
<PAGE>

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

     "Unrestricted Subsidiary" means any Subsidiary of the Company (or any
successor to any of them) that is designated by the Board of Directors as an
Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent
that such Subsidiary:

               (i)    is not party to any agreement, contract, arrangement or
         understanding with the Company or any Restricted Subsidiary of the
         Company unless the terms of any such agreement, contract, arrangement
         or understanding are no less favorable to the Company or such
         Restricted Subsidiary than those that might be obtained at the time
         from Persons who are not Affiliates of the Company;

               (ii)   is a Person with respect to which neither the Company nor
         any of its Restricted Subsidiaries has any direct or indirect
         obligation (a) to subscribe for additional Equity Interests or (b) to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results; and

               (iii)  has not guaranteed or otherwise directly or indirectly
         provided credit support for any Indebtedness of the Company or any of
         its Restricted Subsidiaries.

     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of such covenant.  The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (A) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the six-quarter
reference period; and (B) no Default or Event of Default would be in existence
following such designation.

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

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at such time entitled to vote in the election of the board of
directors of such Person.

     "Weighted Average Life to Maturity" means, (i) when applied to any
Indebtedness at any date, the number of years obtained by dividing:  (a) the sum
of the products obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by (b) the then outstanding principal
amount of such Indebtedness; and (ii) when applied to any Disqualified Stock or
Permitted Redeemable Stock at any date, the number of years obtained by
dividing: (a) the sum of the products obtained by multiplying (1) the amount of
each then remaining installment, sinking fund, serial maturity, stated
redemption value or other payments in respect of such Disqualified Stock or
Permitted

                                       18
<PAGE>

Redeemable Stock, by (2) the number of years (calculated to the nearest one-
twelfth) that will elapse between such date and the making of such payment; by
(b) the then outstanding stated redemption value of such Disqualified Stock or
Permitted Redeemable Stock.

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

Section 1.02.  Other Definitions.

<TABLE>
<CAPTION>
                                                                                Defined in
Term                                                                             Section
----                                                                             -------
<S>                                                                             <C>
"Affiliate Transaction".....................................................        4.11
"Alternate Asset Sale Offer"................................................        4.10
"Alternate Offer"...........................................................        4.14
"Asset Sale Offer"..........................................................        4.10
"Authentication Order"......................................................        2.02
"Bankruptcy Law"............................................................        4.01
"Change of Control Offer"...................................................        4.14
"Change of Control Payment".................................................        4.14
"Change of Control Payment Date"............................................        4.14
"Covenant Defeasance".......................................................        8.03
"DTC".......................................................................        2.03
"Event of Default"..........................................................        6.01
"Excess Proceeds"...........................................................        4.10
"incur".....................................................................        4.09
"Legal Defeasance"..........................................................        8.02
"Offer Amount"..............................................................        3.09
"Offer Period"..............................................................        3.09
"Paying Agent"..............................................................        2.03
"Payment Blockage Notice"...................................................       10.03
"Payment Default"...........................................................        6.01
"Permitted Debt"............................................................        4.09
"Purchase Date".............................................................        3.09
"Registrar".................................................................        2.03
"Repurchase Offer"..........................................................        3.09
"Restricted Payments".......................................................        4.07
</TABLE>

Section 1.03.  Incorporation by Reference of Trust Indenture Act.

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

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

     "indenture securities" means the Notes;

                                       19
<PAGE>

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

     "indenture to be qualified" means this Indenture;

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

     "obligor" on the Notes and the Subsidiary Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Subsidiary Guarantees, respectively.

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

Section 1.04.  Rules of Construction.

     Unless the context otherwise requires:

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

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

     (c)   "or" is not exclusive;

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

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

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

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01.  Form and Dating.

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

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

     (b)   Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of

                                       20
<PAGE>

the outstanding Notes as shall be specified therein and each shall provide that
it shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

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

Section 2.02.  Execution and Authentication.

     Two Officers shall sign the Notes for the Company by manual or facsimile
signature.

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

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

     The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes.  The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

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

Section 2.03.  Registrar and Paying Agent.

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

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

                                       21
<PAGE>

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

Section 2.04.  Paying Agent to Hold Money in Trust.

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

Section 2.05.  Holder Lists.

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

Section 2.06.  Transfer and Exchange.

     (a)   Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

     (b)   Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also

                                       22
<PAGE>

shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

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

               (ii)   All Other Transfers and Exchanges of Beneficial Interests
     in Global Notes. In connection with all transfers and exchanges of
     beneficial interests that are not subject to Section 2.06(b)(i) above, the
     transferor of such beneficial interest must deliver to the Registrar either
     (A) (1) a written order from a Participant or an Indirect Participant given
     to the Depositary in accordance with the Applicable Procedures directing
     the Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Note shall be registered to effect the transfer
     or exchange referred to in (1) above. Upon consummation of an Exchange
     Offer by the Company in accordance with Section 2.06(f) hereof, the
     requirements of this Section 2.06(b)(ii) shall be deemed to have been
     satisfied upon receipt by the Registrar of the instructions contained in
     the Letter of Transmittal delivered by the Holder of such beneficial
     interests in the Restricted Global Notes. Upon satisfaction of all of the
     requirements for transfer or exchange of beneficial interests in Global
     Notes contained in this Indenture and the Notes or otherwise applicable
     under the Securities Act, the Trustee shall adjust the principal amount of
     the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

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

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

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

                      (C)   if the transferee will take delivery in the form of
               a beneficial interest in the IAI Global Note, then the transferor
               must deliver a certificate in the form of

                                       23
<PAGE>

               Exhibit B hereto, including the certifications and certificates
               and Opinion of Counsel required by item (3) thereof, if
               applicable.

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

                      (A)   such exchange or transfer is effected pursuant to
               the Exchange Offer in accordance with the Registration Rights
               Agreement and the holder of the beneficial interest to be
               transferred, in the case of an exchange, or the transferee, in
               the case of a transfer, certifies in the applicable Letter of
               Transmittal that it is not (1) a broker-dealer, (2) a Person
               participating in the distribution of the Exchange Notes or (3) a
               Person who is an affiliate (as defined in Rule 144) of the
               Company;

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

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

                      (D)   the Registrar receives the following:

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

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

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

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

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

                                       24
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       25
<PAGE>

for a beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.

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

            (A)   such exchange or transfer is effected pursuant to the Exchange
     Offer in accordance with the Registration Rights Agreement and the holder
     of such beneficial interest, in the case of an exchange, or the transferee,
     in the case of a transfer, certifies in the applicable Letter of
     Transmittal that it is not (1) a broker-dealer, (2) a Person participating
     in the distribution of the Exchange Notes or (3) a Person who is an
     affiliate (as defined in Rule 144) of the Company;

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

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

            (D)   the Registrar receives the following:

                  (1)     if the holder of such beneficial interest in a
            Restricted Global Note proposes to exchange such beneficial interest
            for a Definitive Note that does not bear the Private Placement
            Legend, a certificate from such holder in the form of Exhibit C
            hereto, including the certifications in item (1)(b) thereof; or

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

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

     (iii)  Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Company shall execute and the
Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall be registered in such name or names and in such
authorized denomination or denominations

                                       26
<PAGE>

as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant.
The Trustee shall deliver such Definitive Notes to the Persons in whose names
such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the
Private Placement Legend.

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

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

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

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

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

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

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

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

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

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

                                       27
<PAGE>

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

            (A)   such exchange or transfer is effected pursuant to the Exchange
     Offer in accordance with the Registration Rights Agreement and the Holder,
     in the case of an exchange, or the transferee, in the case of a transfer,
     certifies in the applicable Letter of Transmittal that it is not (1) a
     broker-dealer, (2) a Person participating in the distribution of the
     Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)
     of the Company;

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

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

            (D)  the Registrar receives the following:

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

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

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

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

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

     If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above
at a time when an Unrestricted Global

                                       28
<PAGE>

     Note has not yet been issued, the Company shall issue and, upon receipt of
     an Authentication Order in accordance with Section 2.02 hereof, the Trustee
     shall authenticate one or more Unrestricted Global Notes in an aggregate
     principal amount equal to the principal amount of Definitive Notes so
     transferred.

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

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

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

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

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

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

                  (A)    such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

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

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

                  (D)    the Registrar receives the following:

                                       29
<PAGE>

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

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

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

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

     (f)    Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not broker-
dealers, (y) they are not participating in a distribution of the Exchange Notes
and (z) they are not affiliates (as defined in Rule 144) of the Company, and
accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

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

            (i)   Private Placement Legend.

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

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (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

                                       30
<PAGE>

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, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES."

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

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF POTLATCH CORPORATION."

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

     (i)  General Provisions Relating to Transfers and Exchanges.

          (i)    To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Company's order or at the Registrar's request.

          (ii)   No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the

                                       31
<PAGE>

     Company may require payment of a sum sufficient to cover any transfer tax
     or similar governmental charge payable in connection therewith (other than
     any such transfer taxes or similar governmental charge payable upon
     exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and
     9.06 hereof).

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

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

          (v)    The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of any selection of Notes for
     redemption under Section 3.02 hereof and ending at the close of business on
     the day of selection, (B) to register the transfer of or to exchange any
     Note so selected for redemption in whole or in part, except the unredeemed
     portion of any Note being redeemed in part or (C) to register the transfer
     of or to exchange a Note between a record date and the next succeeding
     Interest Payment Date.

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

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

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

Section 2.07.  Replacement Notes.

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

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

                                       32
<PAGE>

Section 2.08.  Outstanding Notes.

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

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

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

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

Section 2.09.  Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10.  Temporary Notes.

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

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

Section 2.11.  Cancellation.

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

                                       33
<PAGE>

Section 2.12.  Defaulted Interest.

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


                                  ARTICLE 3.
                           REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee.

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 45
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

Section 3.02.  Selection of Notes to Be Redeemed.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate.  In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

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

Section 3.03.  Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

                                       34
<PAGE>

     (a)  the redemption date;

     (b)  the redemption price;

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

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

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

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

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

     (h)  the CUSIP numbers, if any assigned to the Notes, provided that such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes; and

     (i)  such other matters as the Company deems desirable or appropriate.

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

Section 3.04.  Effect of Notice of Redemption.

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

Section 3.05.  Deposit of Redemption Price.

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

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption.  If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date.  If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding

                                       35
<PAGE>

paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

Section 3.06.  Notes Redeemed in Part.

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon the Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

Section 3.07.  Optional Redemption.

     (a)       On or after July 15, 2006, the Company shall have the option to
redeem, at any time and from time to time, the Notes, in whole or in part, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Special Interest thereon, if any, to
the applicable redemption date, if redeemed during the twelve-month period
beginning on July 15 of the years indicated below:

<TABLE>
<CAPTION>
     Year                                                     Percentage
     ----                                                     ----------
     <S>                                                      <C>
     2006...................................................    105.000%
     2007...................................................    103.333%
     2008...................................................    101.667%
     2009 and thereafter....................................    100.000%
</TABLE>

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

Section 3.08.  Mandatory Redemption.

     The Company shall not be required to make mandatory redemption payments
with respect to the Notes.

Section 3.09.  Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10 or 4.14 hereof, the Company
shall be required to commence an offer to all Holders to purchase Notes (an
"Repurchase Offer"), it shall follow the procedures specified below.

     The Repurchase Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period").  No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase at the purchase price (as determined in accordance
with Section 4.10 or 4.14 hereof, as the case may be) the principal amount of
Notes required to be purchased pursuant to Section 4.10 or 4.14 hereof, as the
case may be, in the aggregate (the "Offer Amount") or, if less than the Offer
Amount has been tendered, all Notes tendered in response to such Repurchase
Offer.  Payment for any Notes so purchased shall be made in the same manner as
interest payments are made.

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

                                       36
<PAGE>

     Upon the commencement of a Repurchase Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders.  The notice
shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to such Repurchase Offer.  The Repurchase Offer shall be
made to all Holders.  The notice, which shall govern the terms of such
Repurchase Offer, shall state:

     (a)       that the Repurchase Offer is being made pursuant to this Section
3.09 and Section 4.10 or 4.14 hereof, as the case may be, and the length of time
the Repurchase Offer shall remain open;

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

     (c)       that any Note not tendered or accepted for payment shall continue
to accrete or accrue interest;

     (d)       that, unless the Company defaults in making such payment, any
Note accepted for payment pursuant to the Repurchase Offer shall cease to
accrete or accrue interest and Special Interest, if any, after the Purchase
Date;

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

     (f)       that Holders electing to have a Note purchased pursuant to any
Repurchase Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

     (g)       that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing its election to have such Note purchased;

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

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

     On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Repurchase Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09.  The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company shall

                                       37
<PAGE>

authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered. Any Note not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Repurchase Offer
on the Purchase Date.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to a Repurchase Offer.  To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.09, 4.10 or 4.14 of this Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under those Sections by virtue of such conflict.

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

                                  ARTICLE 4.
                                  COVENANTS

Section 4.01.  Payment of Notes.

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

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

Section 4.02.  Maintenance of Office or Agency.

     The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served.  The
Company shall 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.

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

                                       38
<PAGE>

New York for such purposes. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

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

Section 4.03.  Reports.

     (a)       Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Company shall furnish to the Holders
of Notes, within the time periods specified in the SEC's rules and regulations:
(i) all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report on the annual financial statements by the
Company's certified independent accountants; and (ii) all current reports that
would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports. In addition, following consummation of the
Exchange Offer contemplated by the Registration Rights Agreement, whether or not
required by the rules and regulations of the SEC, the Company shall file a copy
of all the information and reports in clauses (i) and (ii) above with the SEC
for public availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA (S) 314(a).

     (b)       In addition, so long as any of the Notes are "restricted
securities" within the meaning of Rule 144 under the Securities Act, and at any
time that the Company and the Guarantors are not subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act or have not
timely filed the reports required thereunder for a period of at least 12
consecutive months, the Company shall furnish to the Holders and to securities
analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04.  Compliance Certificate.

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

     (b)       So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for

                                       39
<PAGE>

certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Article 4 or Article 5 hereof or, if any such violation has occurred, specifying
the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

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

Section 4.05.  Taxes.

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

Section 4.06.  Stay, Extension and Usury Laws.

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

Section 4.07.  Restricted Payments.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:  (i) declare or pay any dividend or
make any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company or to the Company or a
Restricted Subsidiary of the Company); (ii) purchase, redeem or otherwise
acquire or retire for value (including without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company or any direct or indirect parent of the Company; (iii) make any payment
on or with respect to, or purchase, redeem, defease or otherwise acquire or
retire for value, any Indebtedness that is subordinated to the Notes or the
Subsidiary Guarantees, except a payment of interest or principal at the Stated
Maturity thereof; or (iv) make any Restricted Investment (all such payments and
other actions set forth in clauses (i) through (iv) above being collectively
referred to as "Restricted Payments"), unless, at the time of and after giving
effect to such Restricted Payment:

               (a)  no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof; and

                                       40
<PAGE>

          (b) the Company would, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the applicable six-quarter period, have been
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Fixed Charge Coverage Ratio test set forth in the first paragraph of
     Section 4.09 hereof; and

          (c) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Company and its Restricted
     Subsidiaries after the date of this Indenture (excluding Restricted
     Payments permitted by clause (ii), (iii) and (iv) of the next succeeding
     paragraph), is less than the sum, without duplication, of (i) 50% of the
     Consolidated Net Income of the Company for the period (taken as one
     accounting period) from the beginning of the fiscal quarter commencing July
     1, 2001 to the end of the Company's most recently ended fiscal quarter for
     which internal financial statements are available at the time of such
     Restricted Payment (or, if such Consolidated Net Income for such period is
     a deficit, less 100% of such deficit), plus (ii) 100% of the aggregate net
     cash proceeds received by the Company since the date of this Indenture as a
     contribution to its common equity capital or from the issue or sale of
     Equity Interests of the Company (other than Disqualified Stock) or from the
     issue or sale of convertible or exchangeable Disqualified Stock or
     convertible or exchangeable debt securities of the Company that have been
     converted into or exchanged for such Equity Interests (other than Equity
     Interests (or Disqualified Stock or convertible or exchangeable debt
     securities) sold to a Subsidiary of the Company), plus (iii) to the extent
     that any Restricted Investment that was made after the date of this
     Indenture is sold for cash or otherwise liquidated or repaid for cash, the
     lesser of (A) the cash return of capital with respect to such Restricted
     Investment (less the cost of disposition, if any) and (B) the initial
     amount of such Restricted Investment, plus (iv) 50% of any dividends
     received by the Company or a Wholly Owned Restricted Subsidiary after the
     date of this Indenture from an Unrestricted Subsidiary of the Company, to
     the extent such dividends were not otherwise included in Consolidated Net
     Income of the Company for such period, plus (v) to the extent that any
     Unrestricted Subsidiary of the Company is redesignated as a Restricted
     Subsidiary after the date of this Indenture, the lesser of (A) the fair
     market value of the Company's investment in such Restricted Subsidiary as
     of the date of such redesignation or (B) such fair market value as of the
     date on which such Subsidiary was originally designated as an Unrestricted
     Subsidiary, plus (vi) $50.0 million.

     So long as no Default has occurred and is continuing or would be caused
thereby (other than in the case of clauses (i) and (iii) below), the preceding
provisions shall not prohibit:  (i) the payment of any dividend within 60 days
after the date of declaration thereof, if at said date of declaration such
payment would have complied with the provisions of this Indenture; (ii) the
redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness of the Company or any Guarantor or of any Equity
Interests of the Company in exchange for, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of,
Equity Interests of the Company (other than any Disqualified Stock); provided
that the amount of any such net cash proceeds that are utilized for any such
redemption, repurchase, retirement, defeasance or other acquisition shall be
excluded from clause (c)(ii) of the preceding paragraph; (iii) the payment of
any dividend in respect of shares of the Company's Capital Stock, provided that
the aggregate amount of all such dividends paid pursuant to this clause (iii),
excluding dividends payable pursuant to clause (i) above, shall not exceed an
amount equal to the sum of (A) $25.0 million and (B) an amount equal to 25% of
the Net Proceeds from one or more Asset Sales during any twelve-month period
that, in the aggregate, exceed $200.0 million, but only to the extent that such
Net Proceeds are used to repay or irrevocably defease then outstanding Senior
Debt, and any commitments related thereto are permanently reduced by the amount
of any such repayment or the principal amount of any such Senior Debt defeased,
and provided, further, that any dividend payments made pursuant to this clause
(iii) may not exceed $55.0 million in any twelve-month period;

                                       41
<PAGE>

(iv) purchases of the Company's Capital Stock pursuant to the exercise of put
options outstanding on the date of this Indenture, or payments in respect of
closing out such contracts, in an aggregate amount not to exceed $2.5 million;
(v) the defeasance, redemption, repurchase or other acquisition of subordinated
Indebtedness of the Company or any Guarantor with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness; (vi) the payment of any
dividend by a Restricted Subsidiary of the Company to the holders of its Equity
Interests on a pro rata basis; (vii) the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of the Company or
any Restricted Subsidiary of the Company held by any member of the Company's (or
any of its Restricted Subsidiaries') management or former management pursuant to
any management equity subscription agreement, stock option agreement, employment
agreement, stock compensation plan or similar agreement, but excluding payments
made to holders upon the exercise of stock appreciation rights, approved by the
Company's Board of Directors or a committee of its Board of Directors comprised
solely of two or more "non-employee directors" (within the meaning of Rule 16b-
3(b)(3)(i) under the Exchange Act); provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Equity Interests shall not
exceed $1.0 million in any twelve-month period; (viii) payments made to holders
of stock appreciation rights as a result of the exercise of such stock
appreciation rights which are (A) granted and unexercised as of the date of this
Indenture, including stock appreciation rights granted in connection with the
grant of options to purchase shares of Capital Stock, and (B) granted following
the date of this Indenture, including stock appreciation rights granted in
connection with the grant of options to purchase shares of Capital Stock,
provided that the exercise price of the stock appreciation rights in respect of
which payments may be made pursuant to this clause (viii)(B) shall not be less
than the fair market value of one share of the Company's common stock as of the
date of grant, and as otherwise determined in accordance with the plan or
arrangement approved by the Company's Board of Directors or a committee of its
Board of Directors comprised solely of two or more "non-employee directors"
(within the meaning of Rule 16b-3(b)(3)(i) under the Exchange Act) pursuant to
which such stock appreciation rights are granted, and, provided, further, that
the number of stock appreciation rights granted following the date of this
Indenture, excluding stock appreciation rights granted in connection with the
grant of options to purchase shares of Capital Stock, in respect of which
payments may be made pursuant to this clause (viii)(B) shall not exceed 500,000;
(ix) repurchases of Capital Stock deemed to occur upon the exercise of stock
options if such Capital Stock represents a portion of the exercise price thereof
and repurchases of Capital Stock deemed to occur upon the withholding of a
portion of the Capital Stock granted or awarded to an employee to pay for the
taxes payable by such employee upon such grant or award; and (x) cash dividends
on, and other payments in respect of, shares of Disqualified Stock issued
pursuant to Section 4.09 hereof, but excluding payments for the redemption or
repurchase of shares of Permitted Redeemable Stock at the option of the holder
thereof.

     For purposes of clause (iii) of the preceding paragraph, the Net Proceeds
from any such Asset Sale shall be counted only once for purposes of paying
dividends pursuant to such clause (iii).

     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment.  The fair
market value of any assets or securities that are required to be valued by this
Section shall be determined by the Company's Board of Directors whose resolution
with respect thereto shall be delivered to the Trustee.  Not later than the date
of making any Restricted Payment, the Company shall deliver to the Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed, together with a copy of any fairness opinion or appraisal
required by this Indenture.

                                       42
<PAGE>

Section 4.08.  Dividend and Other Payment Restrictions Affecting Restricted
               Subsidiaries.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (i) pay dividends or make any other distributions on
its Capital Stock to the Company or any of its Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits,
or pay any indebtedness owed to the Company or any of its Restricted
Subsidiaries; (ii) make loans or advances to the Company or any of its
Restricted Subsidiaries; or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries.

     However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of (i) agreements governing Existing
Indebtedness and the Credit Facilities as in effect on the date hereof and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of those agreements, provided that the
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are no more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those
contained in those agreements on the date hereof; (ii) this Indenture, the Notes
and the Subsidiary Guarantees; (iii) applicable law; (iv) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company or
any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness or Capital Stock was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of this Indenture to be incurred; (v) customary non-
assignment provisions in leases entered into in the ordinary course of business
and consistent with past practices; (vi) purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iii) of the preceding paragraph; (vii) any agreement
for the sale or other disposition of a Restricted Subsidiary that restricts
distributions by that Restricted Subsidiary pending its sale or other
disposition; (viii) Permitted Refinancing Indebtedness and Permitted Redeemable
Stock, provided that the restrictions contained in the agreements governing such
Permitted Refinancing Indebtedness and Permitted Redeemable Stock are no more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced; (ix) Liens securing Indebtedness otherwise
permitted to be incurred under Section 4.12 hereof that limit the right of the
debtor to dispose of the assets subject to such Liens; (x) provisions with
respect to the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, stock sale agreements and other
similar agreements entered into in the ordinary course of business; and (xi)
restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business.

Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) and issue shares of Disqualified Stock, and the Company's
Restricted Subsidiaries may incur Indebtedness and, subject to Section 4.18
hereof, issue preferred stock if the Fixed Charge Coverage Ratio for the
Company's most recently ended six full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such preferred stock or Disqualified
Stock is issued would have been at least 2.0 to 1, determined on a pro forma
basis (including a pro forma application of the net proceeds

                                       43
<PAGE>

therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock or the preferred stock had been issued, as the case may be,
at the beginning of such six-quarter period.

     If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest rate on such Indebtedness shall be calculated as
if the weighted average interest rate that would have been applicable to such
Indebtedness determined over the latest 12-month period ending on the last
calendar month immediately prior to the date of determination had been the
applicable rate on such Indebtedness for the entire period (taking into account
any interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect the Company or any of its
Restricted Subsidiaries against fluctuations in interest rates (including any
agreement that exchanges a fixed rate interest obligation for a floating rate
interest obligation) applicable to such Indebtedness if such agreement or
arrangement has a remaining term in excess of 12 months).

     The first paragraph of this Section 4.09 shall not apply to the incurrence
of any of the following items of Indebtedness, Disqualified Stock or preferred
stock, as applicable (collectively, "Permitted Debt"):

          (i)       the incurrence by the Company and any of its Restricted
     Subsidiaries of additional Indebtedness and letters of credit under Credit
     Facilities in an aggregate principal amount at any one time outstanding
     under this clause (i) (with letters of credit being deemed to have a
     principal amount equal to the maximum potential liability of the Company
     and its Restricted Subsidiaries thereunder) not to exceed (A) the greater
     of (1) $400.0 million; and (2) the sum of 85% of the book value of accounts
     receivable and 50% of the book value of Inventory of the Company and its
     Restricted Subsidiaries, calculated on a consolidated basis in accordance
     with GAAP; less, (B) all indebtedness outstanding under the Credit
     Agreement incurred pursuant to clause (ii) below;

          (ii)      the incurrence by the Company and the Guarantors of
     Indebtedness and letters of credit under the Credit Agreement;

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

          (iv)      the incurrence by the Company and the Guarantors of
     Indebtedness represented by the Notes and the related Subsidiary Guarantees
     to be issued on the date of this Indenture and (including, for
     clarification purposes, the Exchange Notes and the related Subsidiary
     Guarantees to be issued pursuant to the Registration Rights Agreement);

          (v)       the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness represented by Capital Lease Obligations,
     mortgage financings or purchase money obligations, in each case, incurred
     for the purpose of financing all or any part of the purchase price or cost
     of construction or improvement of property, plant or equipment used in the
     business of the Company or such Restricted Subsidiary, in an aggregate
     principal amount at any time outstanding pursuant to this clause (v),
     including all Permitted Refinancing Indebtedness incurred and Permitted
     Redeemable Stock issued to refund, refinance or replace any Indebtedness
     incurred pursuant to this clause (v), not to exceed $50.0 million;

          (vi)      the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace Indebtedness
     (other than intercompany Indebtedness) that was permitted by

                                       44
<PAGE>

     this Indenture to be incurred under the first paragraph of this Section or
     clauses (iii), (iv), (v), (vi), (x), (xi) or (xii) of this paragraph;

          (vii)     the issuance by the Company of Permitted Redeemable Stock,
     the net proceeds of which are used to refund, refinance or replace (A)
     Indebtedness that was permitted to be incurred under the first paragraph of
     this Section or clauses (iii), (iv), (v), (vi), (x), (xi) or (xii) of this
     paragraph, (B) Disqualified Stock that was permitted to be issued under the
     first paragraph of this Section or (C) Permitted Redeemable Stock that was
     permitted to be issued under this clause (vii) of this paragraph;

          (viii)    the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Restricted Subsidiaries; provided, however, that (A) if the
     Company or any Guarantor is the obligor on such Indebtedness, such
     Indebtedness is expressly subordinated to the prior payment in full in cash
     of all Obligations with respect to the Notes, in the case of the Company,
     or the Subsidiary Guarantee, in the case of the Guarantor; and (B)(1) any
     subsequent issuance or transfer of Equity Interests that results in any
     such Indebtedness being held by a Person other than the Company or a
     Restricted Subsidiary of the Company and (2) any sale or other transfer of
     any such Indebtedness to a Person that is not either the Company or a
     Restricted Subsidiary of the Company, shall be deemed, in each case, to
     constitute an incurrence of such Indebtedness by the Company or such
     Restricted Subsidiary, as the case may be, that was not permitted by this
     clause (viii);

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

          (x)       industrial revenue bonds of the Company or any of its
     Restricted Subsidiaries incurred to finance the construction or improvement
     of their respective operations in an aggregate principal amount at anytime
     outstanding pursuant to this clause (x), including all Permitted
     Refinancing Indebtedness incurred and Permitted Redeemable Stock issued to
     refund, refinance or replace Indebtedness incurred pursuant to this clause
     (x), not to exceed $ 100.0 million;

          (xi)      the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness issuable upon the conversion or exchange of
     shares of Disqualified Stock, pursuant to the terms of such Disqualified
     Stock issued in accordance with the first paragraph of this Section; and

          (xii)     the incurrence by the Company or any of its Restricted
     Subsidiaries of additional Indebtedness in an aggregate principal amount
     (or accreted value, as applicable) at any time outstanding, including all
     Permitted Refinancing Indebtedness incurred and Permitted Redeemable Stock
     issued to refund, refinance or replace any Indebtedness incurred pursuant
     to this clause (xii), not to exceed $50.0 million.

     For purposes of determining compliance with this Section 4.09:

                    (A) the outstanding principal amount of any particular
          Indebtedness shall be counted only once and any obligation arising
          under any guarantee, Lien, letter of credit or similar instrument
          supporting such Indebtedness shall be disregarded;

                                       45
<PAGE>

                    (B) in the event that an item of Indebtedness meets the
          criteria of more than one of the categories of Permitted Debt
          described in clauses (i) through (xii) above or is entitled to be
          incurred pursuant to the first paragraph of this Section, the Company
          shall, in its sole discretion, classify such item of Indebtedness in
          any manner that complies with this Section;

                    (C) Indebtedness under Credit Facilities outstanding on the
         date on which Notes are first issued and authenticated under this
         Indenture shall be deemed to have been incurred on such date in
         reliance on the exception provided by clause (i) of the definition of
         Permitted Debt; and

                    (D) the accrual of interest, the accretion or amortization
         of original issue discount, the payment of interest on any Indebtedness
         in the form of additional Indebtedness with the same terms, and the
         payment of dividends on Disqualified Stock in the form of additional
         shares of the same class of Disqualified Stock shall not be deemed to
         be an incurrence of Indebtedness or an issuance of Disqualified Stock
         for purposes of this Section; provided, in each such case, that the
         amount thereof is included in Fixed Charges of the Company as accrued.

Section 4.10.  Asset Sales.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless: (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
the Asset Sale at least equal to the fair market value of the assets or Equity
Interests issued or sold or otherwise disposed of; (ii) if the fair market value
exceeds $10.0 million, the fair market value is evidenced by a resolution of the
Board of Directors of the Company set forth in an Officers' Certificate
delivered to the Trustee; (iii) if the fair market value exceeds $25.0 million,
the fair market value is evidenced by an opinion as to the fairness of such
Asset Sale from a financial point of view to the Company or such Restricted
Subsidiary issued by an accounting, appraisal or investment banking firm of
national standing; and (iv) at least 75% of the consideration received in the
Asset Sale by the Company or such Restricted Subsidiary is in the form of (A)
cash or Cash Equivalents or (B) Replacement Assets, or a combination of both.
For purposes of this provision, each of the following shall be deemed to be
cash: (1) any liabilities, as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet, of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their
terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by
the transferee of any such assets pursuant to a customary novation agreement
that releases the Company or such Restricted Subsidiary from further liability,
provided, however, that in the case of liabilities in respect of industrial
revenue bonds of the Company, to the extent that the Company or such Restricted
Subsidiary is required to remain as an obligor under such Indebtedness
notwithstanding such novation agreement, then such liabilities shall be deemed
to be cash for purposes of this provision if, in addition to such assumption,
such transferee agrees to indemnify the Company or such Restricted Subsidiary
from any and all liabilities under such Indebtedness pursuant to a customary
indemnification agreement; and (2) any securities, notes or other obligations
received by the Company or any such Restricted Subsidiary from such transferee
that are contemporaneously, subject to ordinary settlement periods, converted by
the Company or such Restricted Subsidiary into cash, to the extent of the cash
received in that conversion.

     Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply those Net Proceeds at its option:  (a) to repay Senior
Debt; (b) to acquire all or substantially all of the assets of, or a majority of
the Voting Stock of, another Permitted Business; (c) to make a capital
expenditure; or (d) to acquire other long-term assets that are used or useful in
a Permitted Business.

                                       46
<PAGE>

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

     Any Net Proceeds from such Asset Sales that are not finally applied or
invested as provided in the preceding paragraph shall be deemed to constitute
"Excess Proceeds."  When the aggregate amount of Excess Proceeds exceeds $25.0
million, the Company shall make an offer (an "Asset Sale Offer") to all Holders
and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds.  The offer price in any Asset
Sale Offer shall be equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Special Interest, if any, to the date of purchase and
shall be payable in cash.  If any Excess Proceeds remain after consummation of
an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose,
including general corporate purposes, not otherwise prohibited by this
Indenture.  If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis or on any other basis that the
Trustee deems to be fair and appropriate.  Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.  Until such time as
the Excess Proceeds from Asset Sales equal or exceed $25.0 million, the Company
shall not be required to commence an Asset Sale Offer pursuant to this
paragraph.

     Notwithstanding the foregoing, the Company shall not be required to make an
Asset Sale Offer with Excess Proceeds, as provided above, if prior to the time
that it would be required to make an Asset Sale Offer with such Excess Proceeds
the Company has made an offer to purchase any and all Notes validly tendered
with the Net Proceeds from such Asset Sales at a cash price equal to or higher
than that required by an Asset Sale Offer (an "Alternate Asset Sale Offer"), and
has purchased all Notes properly tendered in accordance with the terms of such
Alternate Asset Sale Offer.

Section 4.11.  Transactions with Affiliates.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:
(i) such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and (ii) the Company delivers to the
Trustee with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, an
opinion as to the fairness to the Holders of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment banking
firm of national standing.

     The following items shall not be deemed to be Affiliate Transactions and,
therefore, shall not be subject to the provisions of the prior paragraph:  (i)
any employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Restricted Subsidiary; (ii) transactions between
or among the Company and/or its Restricted Subsidiaries; (iii) transactions with
a Person that is an Affiliate of the Company solely because the Company owns an
Equity Interest in, or controls, such Person; (iv) payment of reasonable
directors fees to non-employee directors, such amounts to be consistent with
industry practice in effect at the time of such payment; (v) any issuance of
securities, or other payments, awards or

                                       47
<PAGE>

grants in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, stock options and stock ownership plans approved by its
Board of Directors or a committee thereof comprised solely of independent
directors; (vi) the grant of stock options or similar rights to employees and
directors of the Company pursuant to plans approved by its Board of Directors or
a committee thereof comprised solely of independent directors; (vii) sales of
Equity Interests (other than Disqualified Stock) to Affiliates of the Company;
(viii) Restricted Payments that are permitted by the provisions of Section 4.07
hereof; (ix) charitable contributions by the Company and its Restricted
Subsidiaries to charitable foundations, charitable trusts and other charitable
entities established by the Company in amounts consistent with past practice;
and (x) payments to tax-exempt entities established by the Company which pay
administrative benefits to the Company's employees or retirees in amounts
consistent with past practice, but only for so long as such entities conduct
their operations and business in a manner consistent with past practice
determined as of the date of this Indenture.

Section 4.12.  Liens.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist
any Lien of any kind securing Indebtedness, Attributable Debt or trade payables
on any asset now owned or hereafter acquired, except Permitted Liens.

Section 4.13.  Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of
its Restricted Subsidiaries, if its Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders.

Section 4.14.  Offer to Repurchase Upon Change of Control.

     (a)       Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Company to repurchase, and the Company shall
commence an offer to repurchase, all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Notes on the terms set forth in this
Section (a "Change of Control Offer"). In the Change of Control Offer, the
Company shall offer a Change of Control payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid interest
and Special Interest, if any, on the Notes repurchased, to the date of purchase
(the "Change of Control Payment"). Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the date specified in the notice (the "Change of Control
Payment Date"), which date shall be no earlier than 30 days and no later than 60
days from the date such notice is mailed, pursuant to the procedures set forth
in Section 3.09 hereof, and described in such notice. The Company shall comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions of
this Indenture, the Company shall comply with the applicable securities laws and

                                       48
<PAGE>

regulations and shall not be deemed to have breached its obligations under the
Change of Control provisions of this Indenture by virtue of such conflict.

     (b)       On the Change of Control Payment Date, the Company shall, to the
extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered; and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered by such Holder, if any; provided, that each such new Note
shall be in a principal amount of $1,000 or an integral multiple of $1,000.
Prior to complying with any of the provisions of this Section 4.14, but in any
event within 90 days following a Change of Control, the Company shall either
repay all outstanding Senior Debt or obtain the requisite consents, if any,
under all agreements governing outstanding Senior Debt to permit the repurchase
of Notes required by this Section 4.14. The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date. The provisions of this Section 4.14 shall be
applicable whether or not any other provisions of this Indenture are applicable.
Except as described above with respect to a Change of Control, this Indenture
does not contain provisions that permit the Holders of the Notes to require the
Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction .

     (c)       Notwithstanding anything to the contrary in this Section 4.14,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control, as provided above, if:

               (1)  in connection with or in contemplation of any Change of
     Control, it has made an offer to purchase (an "Alternate Offer") any and
     all Notes validly tendered at a cash price equal to or higher than the
     Change of Control Payment and has purchased all Notes properly tendered in
     accordance with the terms of such Alternate Offer; or

               (2)  a third party makes the Change of Control Offer in the
     manner, at the times and otherwise in compliance with the requirements set
     forth in this Section 4.14 and all other provisions of this Indenture
     applicable to a Change of Control Offer made by the Company and purchases
     all Notes validly tendered and not withdrawn under the Change of Control
     Offer.

Section 4.15.  No Senior Subordinated Debt.

     The Company shall not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes.  No Guarantor shall incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinated
or junior in right of payment to the Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Subsidiary Guarantee.

Section 4.16.  Limitation on Sale and Leaseback Transactions.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if (i) the Company or that Restricted Subsidiary, as applicable,
could have:  (a) incurred Indebtedness in an amount equal to the Attributable
Debt relating to such sale and leaseback

                                       49
<PAGE>

transaction pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09 hereof and (b) incurred a Lien to secure such
Indebtedness pursuant to the provisions of Section 4.12 hereof; (ii) the gross
cash proceeds of such sale and leaseback transaction are at least equal to the
fair market value, as determined in good faith by the Company's or such
Subsidiary's Board of Directors, as the case may be, and set forth in an
Officers' Certificate delivered to the Trustee, of the property that is the
subject of such sale and leaseback transaction; and (iii) the transfer of assets
in such sale and leaseback transaction is permitted by, and the Company applies
the proceeds of such transaction in compliance with, Section 4.10 hereof.

Section 4.17.  Designation of Restricted and Unrestricted Subsidiaries

     The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default; provided that in no event shall the business currently operated by
the Company be transferred to or held by an Unrestricted Subsidiary.  All
Guarantors shall be designated as Restricted Subsidiaries and all non-guarantor
Subsidiaries of the Company shall be designated as Unrestricted Subsidiaries.
If an Unrestricted Subsidiary is designated as a Restricted Subsidiary, the
aggregate principal amount of all outstanding Indebtedness of such Unrestricted
Subsidiary shall be an incurrence of Indebtedness as of the date of such
designation which must comply with Section 4.09 hereof.  If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair
market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to
be an Investment made as of the time of the designation and shall reduce the
amount available for Restricted Payments under Section 4.07 hereof or Permitted
Investments, as determined by the Company.  That designation shall only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.  The Company's Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.

Section 4.18.  Limitation on Issuances and Sales of Equity Interests of Wholly
               Owned Restricted Subsidiaries.

     The Company (i) shall not, and shall not permit any Wholly Owned Restricted
Subsidiary of the Company to, transfer, convey, sell, lease or otherwise dispose
of any Equity Interests of any Wholly Owned Restricted Subsidiary of the Company
to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of
the Company), unless:  (a) such transfer, conveyance, sale, lease or other
disposition is of all the Equity Interests of such Wholly Owned Restricted
Subsidiary; and (b) the cash Net Proceeds from such transfer, conveyance, sale,
lease or other disposition are applied in accordance with Section 4.10 hereof;
and (ii) shall not permit any Wholly Owned Restricted Subsidiary of the Company
to issue any of its Equity Interests (other than, if necessary, shares of its
Capital Stock constituting directors' qualifying shares) to any Person other
than to the Company or a Wholly Owned Restricted Subsidiary of the Company.

Section 4.19.  Additional Subsidiary Guarantees.

     If the Company or any of its Subsidiaries acquires or creates another
Subsidiary after the date of this Indenture, and that newly acquired or created
Subsidiary becomes a guarantor under the Credit Agreement, then that newly
acquired or created Subsidiary shall become a Guarantor and execute a Subsidiary
Guarantee in the form of a supplemental indenture and deliver an Opinion of
Counsel, within ten Business Days of the date on which it was acquired or
created, and the Company's Board of Directors shall designate the newly created
or acquired Subsidiary as a Restricted Subsidiary in accordance with Section
4.17 hereof.  The form of such supplemental indenture is attached as Exhibit F
hereto.

                                       50
<PAGE>

                                  ARTICLE 5.
                                  SUCCESSORS

Section 5.01.  Merger, Consolidation, or Sale of Assets.

     The Company shall not, directly or indirectly:  (i) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation), or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions
to, another Person unless:  (A) either (1) the Company is the surviving
corporation or (2) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition shall have been made is a corporation organized
or existing under the laws of the United States, any state thereof or the
District of Columbia; (B) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, conveyance or other disposition shall have been made
assumes all the obligations of the Company under its Indebtedness, including the
Registration Rights Agreement, the Notes and this Indenture pursuant to
agreements in a form reasonably satisfactory to the Trustee; (C) immediately
after such transaction, no Default or Event of Default exists; and (D) the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
conveyance or other disposition has been made:  (1) shall have Consolidated Net
Worth immediately after the transaction equal to or greater than the
Consolidated Net Worth of the Company immediately preceding the transaction; and
(2) shall, on the date of such transaction after giving pro forma effect thereto
and any related financing transactions as if the same had occurred at the
beginning of the applicable six-quarter period, be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in the first paragraph of Section 4.09 hereof.  In addition, the
Company shall not, directly or indirectly, lease all or substantially all of its
properties or assets, in one or more related transactions, to any other Person.
The provisions of this Section 5.01 shall not be applicable to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and its Wholly Owned Restricted Subsidiaries.

Section 5.02.  Successor Corporation Substituted.

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

                                       51
<PAGE>

                                  ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.

     An "Event of Default" occurs if:

     (a)       the Company defaults in the payment when due of interest on, or
Special Interest with respect to, the Notes whether or not prohibited by the
provisions of Article 10 hereof and such default continues for a period of 30
days;

     (b)       the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise, whether or not prohibited by the provisions of Article 10 hereof;

     (c)       the Company or any of its Subsidiaries fails to comply with any
of the provisions of Section 4.07, 4.09, 4.10, 4.14 or 5.01 hereof, which
failure cannot be remedied, or, if such failure can be remedied, is not remedied
within 30 days after the date on which notice thereof requiring the Company to
remedy the same has been given to the Company by the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes (including Additional
Notes, if any) then outstanding voting as a single class;

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

     (e)       a default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, if that default:

               (i)   is caused by a failure to pay principal of, or interest or
     premium or Special Interest, if any, on such Indebtedness prior to the
     expiration of the grace period provided in such Indebtedness on the date of
     such default (a "Payment Default"); or

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

and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default of the maturity of which has been so accelerated, aggregates
$25.0 million or more;

     (f)       the Company or any of its Subsidiaries fails to pay, bond,
discharge or have stayed final, non-appealable judgments aggregating in excess
of $25.0 million, which judgments are not paid, bonded, discharged or stayed for
a period of 60 days;

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

                                       52
<PAGE>

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

               (i)   commences a voluntary case,

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

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

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

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

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

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

               (ii)      appoints a custodian of the Company or any of its
     Significant Subsidiaries or any group of Subsidiaries that, taken as a
     whole, would constitute a Significant Subsidiary or for all or
     substantially all of the property of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary; or

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

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

Section 6.02.  Acceleration.

     If any Event of Default (other than an Event of Default specified in clause
(h) or (i) of Section 6.01 hereof with respect to the Company, any Significant
Subsidiary or any group of Significant Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary) occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately.  Upon any such
declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (h) or
(i) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes shall be due
and payable immediately without further action or notice.  Holders of the Notes
may not enforce this Indenture or the Notes except as provided herein.  Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default if it determines that withholding Notes is in their
interest, except a Default or Event of Default relating to the payment of
principal, premium or Special Interest, if any, or interest on the Notes.  The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all of the Holders waive
any existing Default or Event of Default and its consequences under this
Indenture (except a continuing Default or Event of Default in the

                                       53
<PAGE>

payment of interest or Special Interest on, or the principal of, the Notes) and
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium or Special Interest, if
any, that has become due solely because of the acceleration) have been cured or
waived.

     If an Event of Default occurs by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to Section 3.07 hereof,
then, upon acceleration of the Notes, an equivalent premium shall also become
and be immediately due and payable, to the extent permitted by law, anything in
this Indenture or in the Notes to the contrary notwithstanding.  If an Event of
Default occurs on or prior to July 15, 2006 by reason of any willful action (or
[Aaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding the prohibition on redemption of the Notes prior to such date, then,
upon acceleration of the Notes, an additional premium shall also become and be
immediately due and payable in an amount, for each of the years beginning on
July 15 of the years set forth below, as set forth below (expressed as a
percentage of the principal amount of the Notes on the date of payment that
would otherwise be due but for the provisions of this sentence):

<TABLE>
<CAPTION>
Year                                                                                Percentage
----                                                                                ----------
<S>                                                                                 <C>
     2001.........................................................................         110%
     2002.........................................................................         109%
     2003.........................................................................         108%
     2004.........................................................................         107%
     2005.........................................................................         106%
</TABLE>


 Section 6.03.  Other Remedies.

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

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

Section 6.04.  Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Special Interest, if any, or interest
on, the Notes (including in connection with an offer to purchase) (provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

                                       54
<PAGE>

Section 6.05.  Control by Majority.

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

Section 6.06.  Limitation on Suits.

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

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

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

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

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

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

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

Section 6.07.  Rights of Holders of Notes to Receive Payment.

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

Section 6.08.  Collection Suit by Trustee.

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

Section 6.09.  Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the

                                       55
<PAGE>

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

Section 6.10.  Priorities.

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

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

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

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

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

Section 6.11.  Undertaking for Costs.

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

                                       56
<PAGE>

                                  ARTICLE 7.
                                   TRUSTEE

Section 7.01.  Duties of Trustee.

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

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

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

               (ii)   in the absence of negligence, bad faith or willful
     misconduct on its part, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon certificates or opinions furnished to the Trustee and conforming to
     the requirements of this Indenture. However, the Trustee shall examine the
     certificates and opinions to determine whether or not they conform to the
     requirements of this Indenture.

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

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

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

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

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

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

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

                                       57
<PAGE>

Section 7.02.  Rights of Trustee.

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

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

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

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

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

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

Section 7.03.  Individual Rights of Trustee.

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

Section 7.04.  Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05.  Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs.  Except in the case
of a Default or Event of Default in payment of principal of, premium and

                                       58
<PAGE>

Special Interest, if any, or interest on any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06.  Reports by Trustee to Holders of the Notes.

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

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

Section 7.07.  Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder.  The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services, except any such
expenses, disbursements or advances as may be attributable to its negligence,
willful misconduct or bad faith.  Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith.  The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder.  The Company
shall defend the claim and the Trustee shall cooperate in the defense.  The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel.  The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

     The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal, premium and Special
Interest, if any, and interest on particular Notes.  Such Lien shall survive the
satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the
compensation for the services (including the

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fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to the
extent applicable.

Section 7.08.  Replacement of Trustee.

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

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

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

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

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

     (d)   the Trustee becomes incapable of acting.

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

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

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

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company.  Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its succession to
Holders.  The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof.  Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

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Section 7.09.  Successor Trustee by Merger, etc.

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

Section 7.10.  Eligibility; Disqualification.

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

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

Section 7.11.  Preferential Collection of Claims Against Company.

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

                                  ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02.  Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance").  For this purpose, Legal Defeasance means that the Company shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:  (a) the rights of Holders
of outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of or interest or premium and Special Interest, if any, on such
Notes when such payments are due from the trust referred to below, (b) the
Company's obligations with respect to such Notes under Article 2 and Section
4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's and the Guarantors' obligations in
connection herewith and (d) this Article 8.  Subject to

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

Section 8.03.  Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (iv) of
Section 5.01 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes, 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
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby.  In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(g) hereof shall not constitute Events of Default.

Section 8.04.  Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a)       the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and Special Interest, if any, and
interest on the outstanding Notes on the stated date for payment thereof or on
the applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;

     (b)       in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
confirming that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of this
Indenture, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

     (c)       in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
confirming that the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Covenant

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<PAGE>

Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;

     (d)       no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness or issuance of Permitted
Redeemable Stock all or a portion of the proceeds of which will be used to
defease the Notes pursuant to this Article 8 concurrently with such incurrence);

     (e)       such Legal Defeasance or Covenant Defeasance shall not result in
a breach or violation of, or constitute a default under, any material agreement
or instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound, including the Credit Agreement;

     (f)       the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or others; and

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

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

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Special Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.  Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium and Special
Interest, if any, or interest on any Note and

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<PAGE>

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

Section 8.07.  Reinstatement.

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

                                  ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes.

     Notwithstanding Section 9.02 of this Indenture, but subject to Section
9.03, the Company, the Guarantors and the Trustee may amend or supplement this
Indenture, the Subsidiary Guarantees, the Escrow Agreement or the Notes without
the consent of any Holder of a Note:

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

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

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

     (d)       to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any Holder of the Note; or

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

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

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<PAGE>

     (g)       to allow any Guarantor to execute a supplemental indenture and/or
a Subsidiary Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by either (i) a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture or (ii) an Officers' Certificate certifying that its
Board of Directors has authorized the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02(b) hereof, if requested, the Trustee shall join with
the Company and the Guarantors in the execution of any amended or supplemental
Indenture authorized or permitted by the terms of this Indenture and to make any
further appropriate agreements and stipulations that may be therein contained,
but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

     Without limiting the generality of the foregoing, if the TIA as in effect
at the date of the execution and delivery of this Indenture or at any time
thereafter becomes amended and if any such amendment requires one or more
changes to any of the provisions hereof or the inclusion herein of any
additional provisions, or by operation of law is deemed to effect such changes
or incorporate such provisions by reference or otherwise, this Indenture shall
be deemed to have been amended so as to conform to such amendment to the TIA,
and the Company, the Guarantors and the Trustee may, without the consent of any
Holders, enter into a supplemental indenture to effect or evidence such changes
or additional provisions.

Section 9.02.  With Consent of Holders of Notes.

     Except as provided below in this Section 9.02 and subject to Section 9.03,
the Company and the Trustee may amend or supplement this Indenture (including
Sections 3.09, 4.10 and 4.14), the Subsidiary Guarantees and the Notes with the
consent of the Holders of at least two-thirds in aggregate principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium and Special
Interest, if any, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture, the Subsidiary Guarantees or the Notes may be waived with the
consent of the Holders of at least two-thirds in aggregate principal amount of
the then outstanding Notes (including Additional Notes, if any) voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes).  In addition, with the consent
of each Holder of Notes (including Additional Notes, if any) then outstanding
voting as a single class, the Company may make any amendment to, or waiver of,
the provisions of Article 10 hereof that adversely affects the rights of any
Holder of Notes.  Section 2.08 hereof shall determine which Notes are considered
to be "outstanding" for purposes of this Section 9.02.

     Upon the request of the Company accompanied by either (i) a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture or (ii) an Officers' Certificate certifying that its
Board of Directors has authorized the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of such amended
or supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

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<PAGE>

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

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes.  However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a non-
consenting Holder):

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

     (b)       reduce the principal of or change the fixed maturity of any Note
or alter the provisions with respect to the redemption of the Notes except as
provided above with respect to Sections 3.09, 4.10 and 4.14 hereof;

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

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

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

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

     (g)       waive a redemption payment with respect to any Note, except a
payment required by Sections 3.09, 4.10 and 4.14 hereof;

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

     (i)       make any change in the preceding amendment and waiver provisions.

Section 9.03.  With Consent of Holders of Senior Debt.

     Except with the consent of the holders of a majority of the aggregate
principal amount of Senior Debt then outstanding, the Company and the Guarantors
shall not amend Article 10 or Article 8 hereof in a manner that adversely
affects the rights of such holders of Senior Debt.

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<PAGE>

Section 9.04.  Compliance with Trust Indenture Act.

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

Section 9.05.  Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note.  However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.06.  Notation on or Exchange of Notes.

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

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

Section 9.07.  Trustee to Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee.  The
Company may not sign an amendment or supplemental Indenture until the Board of
Directors approves it (which approval may be certified by an Officers'
Certificate).  In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                  ARTICLE 10.
                                 SUBORDINATION

Section 10.01.  Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

Section 10.02.  Liquidation; Dissolution; Bankruptcy.

     Upon any distribution to creditors of the Company or any of the Guarantors
in a liquidation or dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar

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proceeding relating to the Company or its property, in an assignment for the
benefit of creditors or any marshaling of the Company's assets and liabilities:

          (i)    holders of Senior Debt shall be entitled to receive payment in
     full of all Obligations due in respect of such Senior Debt (including
     interest after the commencement of any such proceeding at the rate
     specified in the applicable Senior Debt) before Holders of the Notes shall
     be entitled to receive any payment with respect to the Notes (except that
     Holders may receive (A) Permitted Junior Securities and (B) payments and
     other distributions made from any defeasance trust created pursuant to
     Section 8.01 hereof); and

          (ii)   until all Obligations with respect to Senior Debt (as provided
     in clause (i) above) are paid in full, any distribution to which Holders
     would be entitled but for this Article 10 shall be made to holders of
     Senior Debt (except that Holders of Notes may receive (A) Permitted Junior
     Securities and (B) payments and other distributions made from any
     defeasance trust created pursuant to Section 8.01 hereof), as their
     interests may appear.

Section 10.03. Default on Designated Senior Debt.

     (a)       The Company or any of the Guarantors may not make any payment or
distribution to the Trustee or any Holder in respect of Obligations with respect
to the Notes and may not acquire from the Trustee or any Holder any Notes for
cash or property (other than (A) Permitted Junior Securities and (B) payments
and other distributions made from any defeasance trust created pursuant to
Section 8.01 hereof) until all principal and other Obligations with respect to
the Senior Debt have been paid in full if:

               (i)    a default in the payment of any principal or other
     Obligations with respect to Designated Senior Debt occurs; or

               (ii)   a default, other than a payment default, on Designated
     Senior Debt occurs and is continuing that then permits holders of the
     Designated Senior Debt to accelerate its maturity and the Trustee receives
     a notice of the default (a "Payment Blockage Notice") from the holder or
     holders of such Designated Senior Debt or the trustee, agent or
     Representative acting on behalf of such Designated Senior Debt. If the
     Trustee receives any such Payment Blockage Notice, no subsequent Payment
     Blockage Notice shall be effective for purposes of this Section unless and
     until (A) at least 360 days shall have elapsed since the effectiveness of
     the immediately prior Payment Blockage Notice and (B) all scheduled
     payments of principal, premium and Special Interest, if any, and interest
     on the Notes that have come due have been paid in full in cash. No
     nonpayment default that existed or was continuing on the date of delivery
     of any Payment Blockage Notice to the Trustee shall be, or be made, the
     basis for a subsequent Payment Blockage Notice, unless such default has
     been cured or waived for a period of not less than 90 days.

     (b) The Company may and shall resume payments on and distributions in
respect of the Notes:

               (i)    in the case of a default referred to in clause (i) of
     paragraph (a) above, the date upon which the default is cured or waived;

               (ii)   in the case of a default referred to in clause (ii) of
     paragraph (a) above, upon the earlier of the date on which such nonpayment
     default is cured or waived or 179 days after the date on which the
     applicable Payment Blockage Notice is received, unless the maturity of any
     Designated Senior Debt has been accelerated; and

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<PAGE>

               (iii)  in either case, upon the earlier of the payment in full of
     the obligations outstanding under and the satisfaction and discharge or
     defeasance of Designated Senior Debt,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.04. Acceleration of Notes.

     If payment of the Notes is accelerated because of an Event of Default, the
Company and the Trustee shall promptly notify holders of Designated Senior Debt
of the acceleration.

Section 10.05. When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities)
at a time when the Trustee or such Holder, as applicable, has actual knowledge
that such payment is prohibited by Section 10.03 hereof, such payment shall be
held by the Trustee or such Holder, in trust for the benefit of, and shall be
paid forthwith over and delivered, upon written request, to, the holders of
Senior Debt as their interests may appear or their Representative under the
indenture or other agreement (if any) pursuant to which Senior Debt may have
been issued, as their respective interests may appear, for application to the
payment of all Obligations with respect to Senior Debt remaining unpaid to the
extent necessary to pay such Obligations in full in accordance with their terms,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06. Notice by Company.

     The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article 10.

Section 10.07.  Subrogation.

     After all Senior Debt is paid in full and until the Notes are paid in full,
Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt.  A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes except for
the provisions of this Article 10, and a payment over pursuant to this Article,
10 to the holders of Senior Debt by Holders or the Trustee on their behalf
pursuant to this Article 10, shall not, as between the Company and Holders, be
deemed a payment by the Company on or on account of the Notes.

                                       69
<PAGE>

Section 10.08. Relative Rights.

     This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Debt.  Nothing in this Indenture shall:

               (i)    impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of, premium and Special Interest, if any, and interest on the
     Notes in accordance with their terms;

               (ii)   affect the relative rights of Holders of Notes and
     creditors of the Company other than their rights in relation to holders of
     Senior Debt; or

               (iii)  prevent the Trustee or any Holder of Notes from exercising
     its available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Debt to receive distributions and
     payments otherwise payable to Holders of Notes.

     If the Company fails, because of this Article 10, to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

Section 10.09. Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

Section 10.10.  Distribution or Notice to Representative.

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11. Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Notes, unless the Trustee shall have received at its Corporate Trust
Office at least five Business Days prior to the date of such payment written
notice of facts that would cause the payment of any Obligations with respect to
the Notes to violate this Article 10.  Only a Representative may give the
notice.  Nothing in this Article 10 shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee.  Any Agent may do the
same with like rights.

                                       70
<PAGE>

Section 10.12.  Authorization to Effect Subordination.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes.  If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13.  Amendments.

     The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of a majority of the Senior Debt.

                                  ARTICLE 11.
                             SUBSIDIARY GUARANTEES

Section 11.01.  Guarantee.

     Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:  (a) the principal
of, premium and Special Interest, if any, and interest on the Notes will be
promptly paid in full when due, subject to any applicable grace period, whether
at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately.  Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

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

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

                                       71
<PAGE>

     Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.  Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee.  The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Guarantee.

Section 11.02.  Subordination of Subsidiary Guarantee.

     The Obligations of each Guarantor under its Subsidiary Guarantee pursuant
to this Article 11 shall be junior and subordinated to the Senior Debt.  For the
purposes of the foregoing sentence, the Trustee and the Holders shall have the
right to receive and/or retain payments by any of the Guarantors only at such
times as they may receive and/or retain payments in respect of the Notes
pursuant to this Indenture, including Article 10 hereof.

Section 11.03.  Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee.  To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04.  Execution and Delivery of Subsidiary Guarantee.

     To evidence its Subsidiary Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit E shall be endorsed by an Officer
of such Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Guarantor by its
President, one of its Vice Presidents or Secretary.

     Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Subsidiary Guarantee.

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

                                       72
<PAGE>

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

     In the event that the Company creates, acquires or designates any new
Restricted Subsidiaries subsequent to the date of this Indenture, if required by
Section 4.19 hereof, the Company shall cause such Restricted Subsidiaries to
execute supplemental indentures to this Indenture and Subsidiary Guarantees in
accordance with Section 4.19 hereof and this Article 11, to the extent
applicable.

Section 11.05.  Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 11.06, no Guarantor may consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person whether or not affiliated with such Guarantor unless:

     (a)  subject to Section 11.06 hereof, the Person formed by or surviving any
such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, the Indenture and the Subsidiary Guarantee on the
terms set forth herein or therein; and

     (b)  immediately after giving effect to such transaction, no Default or
Event of Default exists.

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

     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.06.  Release of Guarantee.

     (a)  In the event that each holder of Designated Senior Debt under a Credit
Facility unconditionally releases a Guarantor of all of its obligations under
its guarantee of such other Indebtedness pursuant to a written agreement (other
than a release resulting from payment under such guarantee), such Guarantor, on
a date selected by the Company or the Guarantor, shall be unconditionally
released from all of its obligations under its Subsidiary Guarantee.

     (b)  In the event of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transactions) a
Restricted Subsidiary of the Company, or if the Company designates any Guarantor
as an Unrestricted

                                       73
<PAGE>

Subsidiary in accordance with the terms of Section 4.17 hereof, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor or
designation as an Unrestricted Subsidiary) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Subsidiary Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Subsidiary Guarantee.

     (c)  Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

                                  ARTICLE 12.
                          SATISFACTION AND DISCHARGE

Section 12.01.  Satisfaction and Discharge.

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

(1)  either:

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

     (b)  all Notes that have not been delivered to the Trustee for cancellation
          have become due and payable by reason of the making of a notice of
          redemption or otherwise or will become due and payable within one year
          and the Company or any Guarantor has irrevocably deposited or caused
          to be deposited with the Trustee as trust funds in trust solely for
          the benefit of the Holders, cash in U.S. dollars, non-callable
          Government Securities, or a combination thereof, in such amounts as
          will be sufficient without consideration of any reinvestment of
          interest, to pay and discharge the entire indebtedness on the Notes
          not delivered to the Trustee for cancellation for principal, premium
          and Special Interest, if any, and accrued interest to the date of
          maturity or redemption;

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

(3)  the Company or any Guarantor has paid or caused to be paid all sums payable
     by it under this Indenture; and

                                       74
<PAGE>

(4)  the Company has delivered irrevocable instructions to the Trustee under
     this Indenture to apply the deposited money toward the payment of the Notes
     at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 12.02 and Section 8.06 shall
survive.

Section 12.02.  Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; provided that if the Company has made any payment of principal of,
premium and Special Interest, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                  ARTICLE 13.
                                 MISCELLANEOUS

Section 13.01.  Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA (S)318(c), the imposed duties shall control.

Section 13.02.  Notices.

     Any notice or communication by the Company, any Guarantor or the Trustee to
the others is duly given if in writing and delivered in person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

                                       75
<PAGE>

     If to the Company and/or any Guarantor:

          Potlatch Corporation
          601 West Riverside Avenue, Suite 1100
          Spokane, Washington  99201
          Facsimile No.:  (509) 835-1560
          Attention:  Secretary

     with a copy to:

          Pillsbury Winthrop LLP
          50 Fremont Street
          San Francisco, CA  94105
          Facsimile No.:  (415) 983-1200
          Attention:  Blair W. White, Esq.

     If to the Trustee:

          U.S. Bank Trust National Association
          One California Street, Suite 2550
          San Francisco, CA 94111
          Facsimile No.:  (415) 273-4590
          Attention:  Corporate Trust Department

     The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar.  Any notice or communication shall also be so mailed to any
Person described in TIA (S) 313(c), to the extent required by the TIA.  Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 13.03.  Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA (S) 312(b) with other Holders with
respect to their rights under this Indenture or the Notes.  The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA (S)
312(c).

                                       76
<PAGE>

Section 13.04.  Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a)   an Officers' Certificate (which shall include the statements set
forth in Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

     (b)   an Opinion of Counsel (which shall include the statements set forth
in Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 13.05.  Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S)
314(e) and shall include:

     (a)   a statement that the Person making such certificate or opinion has
read such covenant or condition;

     (b)   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;

     (c)   a statement that, in the opinion of such Person, he or she 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
satisfied; and

     (d)   a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied;

provided, however, that with respect matters of fact, an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials.

Section 13.06.  Rules by Trustee and Agents.

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

Section 13.07.  No Personal Liability of Directors, Officers, Employees and
Stockholders.

     No past, present or future director, officer, employee, incorporator,
stockholder or agent of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Notes,
any Subsidiary Guarantees, this Indenture, any supplemental indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for issuance of
the Notes.

                                       77
<PAGE>

Section 13.08.  Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09.  No Adverse Interpretation of Other Agreements.

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

Section 13.10.  Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors.  All agreements of the Trustee in this Indenture shall bind its
successors.  All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.05.

Section 13.11.  Severability.

     In case any provision in this Indenture or in the Notes 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 13.12.  Counterpart Originals.

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

Section 13.13.  Table of Contents, Headings, etc.

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

                         [Signatures on following page]

                                       78
<PAGE>

                                   SIGNATURES

Dated as of June 29, 2001
                                        Potlatch Corporation


                                        By:_____________________________________
                                           Name:
                                           Title:

                                        Duluth & Northeastern Railroad Co.


                                        By:_____________________________________
                                           Name:
                                           Title:


                                        The Prescott and Northwestern Railroad
                                        Company


                                        By:_____________________________________
                                           Name:
                                           Title:


                                        St. Maries River Railroad Company


                                        By:_____________________________________
                                           Name:
                                           Title:


                                        Warren and Saline River Railroad Company


                                        By:_____________________________________
                                           Name:
                                           Title:

                                      S-1
<PAGE>

                                        U.S. Bank Trust National Association


                                        By:_____________________________________
                                           Name:
                                           Title:

                                      S-2
<PAGE>

                                                                       EXHIBIT A

                                [Face of Note]
--------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                   10.00% Senior Subordinated Notes due 2011

No. _____                                                          $____________

                             POTLATCH CORPORATION

promises to pay to __________________ or registered assigns,

the principal sum of ___________________________________________________________

Dollars on July 15, 2011.

Interest Payment Dates:  January 15 and July 15

Record Dates:  January 1 and July 1

Dated:  June 29, 2001

                                        Potlatch Corporation


                                        By: ____________________________________
                                            Name:
                                            Title:

                                        By: ____________________________________
                                            Name:
                                            Title:


This is one of the Notes referred to
in the within-mentioned Indenture, which
was authenticated on __________, 2001.


U.S. Bank Trust National Association
 as Trustee


By: ____________________________________
            Authorized Signatory

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

                                      A-1
<PAGE>

                                [Back of Note]
                   10.00% Senior Subordinated Notes due 2011

["THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (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, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES."]/1/

["THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF POTLATCH
CORPORATION."]/2/

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

     1.   Interest.  Potlatch Corporation, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
10.00% per annum from June 29, 2001 until maturity and shall pay the Special
Interest payable pursuant to Section 2(c) of the Registration Rights Agreement
referred to below. The Company will pay interest and Special Interest semi-
annually in arrears on January 1 and July 1 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be January 15, 2002. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on

_______________________

/1/  This legend should be included on the Restricted Global Notes and
     Restricted Definitive Notes and omitted from unrestricted Global Notes and
     Unrestricted Definitive Notes.

/2/  This legend should be included on the Global Notes and omitted from
     Definitive Notes.

                                      A-2
<PAGE>

demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     2.   Method of Payment.  The Company will pay interest on the Notes (except
defaulted interest) and Special Interest to the Persons who are registered
Holders of Notes at the close of business on the January 1 or July 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium and Special Interest, if any, and interest
at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company,
payment of interest and Special Interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that if a Holder of more than $1.0 million in principal amount of Notes has
given wire transfer instructions to the Company at least ten Business Days prior
to the applicable Interest Payment Date, the Company shall pay all principal,
interest and premium and Special Interest, if any, on that Holder's Notes in
accordance with those instructions. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

     3.   Paying Agent and Registrar.  Initially, U.S. Bank Trust National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

     4.   Indenture.  The Company issued the Notes under an Indenture dated as
of June 29, 2001 ("Indenture") between the Company, the Guarantors listed on
Schedule I attached thereto and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (15 U.S. Code (S)(S) 77aaa-
77bbbb). The Initial Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the indenture shall govern and be controlling. The
Initial Notes are obligations of the Company limited to $250.0 million in
aggregate principal amount.

     5.   Optional Redemption.

     On or after July 15, 2006 the Company shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Special Interest, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on July 15 of the years indicated below:

<TABLE>
<CAPTION>
     Year                                                 Percentage
     ----                                                 ----------
     <S>                                                  <C>
     2006...............................................    105.000%
     2007...............................................    103.333%
     2008...............................................    101.667%
     2009 and thereafter................................    100.000%
</TABLE>

                                      A-3
<PAGE>

     6.   Mandatory Redemption.

     Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption payments with respect to the Notes.

     7.   Repurchase at Option of Holder.

     (a)  Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right to require the Company to repurchase, and the Company shall
commence an offer to repurchase, all or any part (equal to $1,000 or an integral
multiple thereof) of that Holder's Notes (a "Change of Control Offer") at a
purchase price equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and Special Interest, if any, on
the Notes repurchased to the date of purchase (the "Change of Control Payment").
Within 30 days following any Change of Control, the Company shall mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the date specified in the
notice (the "Change of Control Payment Date"), which date shall be no earlier
than 30 days and no later than 60 days from the date such notice is mailed,
pursuant to the procedures set forth in Section 3.09 of the Indenture, and
described in such notice.

     Notwithstanding the foregoing, the Company shall not be required to make a
Change of Control Offer upon a Change of Control, as provided above and in the
Indenture, if: (i) in connection with or in contemplation of any Change of
Control, it has made an offer to purchase (an "Alternate Offer") any and all
Notes validly tendered at a cash price equal to or higher than the Change of
Control Payment and has purchased all Notes properly tendered in accordance with
the terms of such Alternate Offer; or (ii) a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in the Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under the Change of Control Offer.

     (b)  If the Company or a Restricted Subsidiary consummates any Asset Sales,
when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company
shall commence an offer to all Holders and all holders of other Indebtedness
that is pari passu with the Notes containing provisions similar to those set
forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (as "Asset Sale Offer") pursuant to Section 3.09 of
the Indenture to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
offer price in any Asset Sale Offer shall be equal to 100% of the principal
amount thereof plus accrued and unpaid interest and Special Interest, thereon,
if any, to the date of purchase and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose, including general corporate purposes, not
otherwise prohibited by the Indenture. If the aggregate principal amount of
Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other pari passi Indebtedness to be purchased on a pro rata basis or on any
other basis that the Trustee deems to be fair and appropriate. Holders of Notes
that are the subject of an offer to purchase will receive an Asset Sale Offer
from the Company prior to any related purchase date and may elect to have such
Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

     Notwithstanding the foregoing, the Company shall not be required to make an
Asset Sale Offer with Excess Proceeds, as provided above and in the Indenture,
if prior to the time that it would be required to make an Asset Sale Offer with
such Excess Proceeds the Company has made an offer to purchase any and all Notes
validly tendered with the Net Proceeds from such Asset Sales at a cash price

                                      A-4
<PAGE>

equal to or higher than that required by an Asset Sale Offer (an "Alternate
Asset Sale Offer"), and has purchased all Notes properly tendered in accordance
with the terms of such Alternate Asset Sale Offer.

     8.   Notice of Redemption.  Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address.  Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.  On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

     9.   Denominations, Transfer, Exchange.  The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided
in the Indenture.  The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

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

     11.  Amendment, Supplement and Waiver.  Subject to certain exceptions, the
Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least two-thirds in aggregate principal
amount of the then outstanding Notes (including Additional Notes, if any) voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 of the Indenture, any existing default or event of default or
compliance with any provision of the Indenture, the Subsidiary Guarantees or the
Notes may be waived with the consent of the Holders of at least two-thirds in
aggregate principal amount of the then outstanding Notes (including Additional
Notes, if any) voting as a single class.  Without the consent of any Holder of a
Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's or Guarantor's obligations to
Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, or to
allow any Guarantor to execute a supplemental indenture to the Indenture and/or
a Subsidiary Guarantee with respect to the Notes.  With the consent of each
Holder of Notes (including Additional Notes, if any) then outstanding, voting as
a single class, the Company may amend or waive the provisions in Article 10 in
the Indenture in a manner that adversely affects the rights of the Holders of
Notes.

     12.  Defaults and Remedies.  Events of Default include:  (i) default for 30
days in the payment when due of interest or Special Interest on the Notes; (ii)
default in payment when due of principal of or premium, if any, on the Notes
when the same becomes due and payable at maturity, upon redemption (including in
connection with an offer to purchase) or otherwise, (iii) failure by the Company
or any of its Subsidiaries to comply with Sections 4.07, 4.09, 4.10, 4.14 or
5.01 of the Indenture, which is not or cannot be remedied within 30 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class; (iv) failure by the Company or any of its
Subsidiaries for 60 days after notice to

                                      A-5
<PAGE>

the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes (including Additional Notes, if any) then outstanding voting
as a single class, to comply with any other covenant, representation, warranty
or other agreement in the Indenture; (v) default under certain other agreements
relating to Indebtedness of the Company which default results in the
acceleration of such Indebtedness prior to its express maturity, provided the
aggregate amount accelerated exceeds $25.0 million; (vi) certain final judgments
for the payment of money in aggregating in excess of $25.0 million that remain
undischarged for a period of 60 days; (vii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries;
and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor or any Person
acting on its behalf shall deny or disaffirm its obligations under such
Guarantor's Subsidiary Guarantee. If any Event of Default (except relating to
certain events of bankruptcy or insolvency) occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable immediately without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in their interest. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

     13.  Trustee Dealings with Company.  The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14.  No Recourse Against Others.  No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Company or any
Guarantor, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture, any
supplemental indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation.  Each Holder by accepting a Note waives
and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.

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

     16.  Abbreviations.  Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17.  Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes.  In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Exchange and

                                      A-6
<PAGE>

Registration Rights Agreement dated as of June 29, 2001, among the Company and
the parties named on the signature pages thereof (the "Registration Rights
Agreement").

     18.  CUSIP Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

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

Potlatch Corporation
601 West Riverside Avenue, Suite 1100
Spokane, Washington  99201
Attention:  Secretary

                                      A-7
<PAGE>

                                Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)


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

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

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:  _______________

                              Your Signature: __________________________________
                                   (Sign exactly as your name appears on the
                                    face of this Note)

Signature Guarantee*:  _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-8
<PAGE>

                      Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

                   [_]Section 4.10           [_]Section 4.14

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:

                               $_______________

Date:  _______________

                              Your Signature: __________________________________
                                   (Sign exactly as your name appears on the
                                    face of this Note)

                              Tax Identification No.: __________________________

Signature Guarantee*:  _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-9
<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

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

                                     A-10
<PAGE>

                                                                       EXHIBIT B

                        FORM OF CERTIFICATE OF TRANSFER

Potlatch Corporation
601 West Riverside Avenue, Suite 1100
Spokane, Washington 99201

[Registrar address block]

     Re:  10.00% Senior Subordinated Notes due 2011

     Reference is hereby made to the Indenture, dated as of June 29, 2001 (the
"Indenture"), between Potlatch Corporation, as issuer (the "Company"), the
Guarantors listed on Schedule I thereto and U.S. Bank Trust National
Association, as trustee (the "Trustee").  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

     ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in
Annex A hereto.  In connection with the Transfer, the Transferor hereby
certifies that:

                            [CHECK ALL THAT APPLY]

     1. [_]  Check if Transferee will take delivery of a beneficial interest in
             ------------------------------------------------------------------
the 144A Global Note or a Definitive Note Pursuant to Rule 144A.  The Transfer
---------------------------------------------------------------
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States.  Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

     2. [_]  Check if Transferee will take delivery of a beneficial interest in
             ------------------------------------------------------------------
the Regulation S Global Note or a Definitive Note pursuant to Regulation S.  The
--------------------------------------------------------------------------
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser).  Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on

                                      B-1
<PAGE>

Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

     3. [_]  Check and complete if Transferee will take delivery of a beneficial
             -------------------------------------------------------------------
interest in the IAI Global Note or a Definitive Note pursuant to any provision
------------------------------------------------------------------------------
of the Securities Act other than Rule 144A or Regulation S.  The Transfer is
----------------------------------------------------------
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

             (a)  [_] such Transfer is being effected pursuant to and in
        accordance with Rule 144 under the Securities Act;

                                      or

             (b)  [_] such Transfer is being effected to the Company or a
        subsidiary thereof;

                                      or

             (c)  [_] such Transfer is being effected pursuant to an effective
        registration statement under the Securities Act and in compliance with
        the prospectus delivery requirements of the Securities Act;

                                      or

             (d)  [_] such Transfer is being effected to an Institutional
        Accredited Investor and pursuant to an exemption from the registration
        requirements of the Securities Act other than Rule 144A, Rule 144 or
        Rule 904, and the Transferor hereby further certifies that it has not
        engaged in any general solicitation within the meaning of Regulation D
        under the Securities Act and the Transfer complies with the transfer
        restrictions applicable to beneficial interests in a Restricted Global
        Note or Restricted Definitive Notes and the requirements of the
        exemption claimed, which certification is supported by (1) a certificate
        executed by the Transferee in the form of Exhibit D to the Indenture and
        (2) if such Transfer is in respect of a principal amount of Notes at the
        time of transfer of less than $250,000, an Opinion of Counsel provided
        by the Transferor or the Transferee (a copy of which the Transferor has
        attached to this certification), to the effect that such Transfer is in
        compliance with the Securities Act. Upon consummation of the proposed
        transfer in accordance with the terms of the Indenture, the transferred
        beneficial interest or Definitive Note will be subject to the
        restrictions on transfer enumerated in the Private Placement Legend
        printed on the IAI Global Note and/or the Definitive Notes and in the
        Indenture and the Securities Act.

     4.  [_] Check if Transferee will take delivery of a beneficial interest in
             ------------------------------------------------------------------
an Unrestricted Global Note or of an Unrestricted Definitive Note.
-----------------------------------------------------------------

     (a) [_] Check if Transfer is pursuant to Rule 144.  (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private

                                      B-2
<PAGE>

Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

     (b) [_] Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.  Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

     (c) [_] Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.  Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

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


                              __________________________________________________
                                          [Insert Name of Transferor]


                              By: ______________________________________________
                               Name:
                               Title:

     Dated: _______________________

                                      B-3
<PAGE>

                      ANNEX A TO CERTIFICATE OF TRANSFER

     1.   The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) OR (b)]

               (a) [_] a beneficial interest in the:

                   (i)    [_] 144A Global Note (CUSIP _________), or

                   (ii)   [_] Regulation S Global Note (CUSIP _________), or

                   (iii)  [_] IAI Global Note (CUSIP _________); or

               (b) [_] a Restricted Definitive Note.

     2.   After the Transfer the Transferee will hold:

                                  [CHECK ONE]

               (a) [_] a beneficial interest in the:

                   (i)    [_] 144A Global Note (CUSIP _________), or

                   (ii)   [_] Regulation S Global Note (CUSIP _________), or

                   (iii)  [_] IAI Global Note (CUSIP _________); or

                   (iv)   [_] Unrestricted Global Note (CUSIP _________); or

               (b) [_] a Restricted Definitive Note; or

               (c) [_] an Unrestricted Definitive Note,

               in accordance with the terms of the Indenture.

                                      B-4
<PAGE>

                                                                       EXHIBIT C
                        FORM OF CERTIFICATE OF EXCHANGE

Potlatch Corporation
601 West Riverside Avenue, Suite 1100
Spokane, Washington 99201

[Registrar address block]

     Re:  10.00% Senior Subordinated Notes due 2011

                             (CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of June 29, 2001 (the
"Indenture"), between Potlatch Corporation, as issuer (the "Company"), the
Guarantors listed on Schedule I thereto and U.S. Bank Trust National
Association, as trustee (the "Trustee").  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

     __________________________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange").  In connection with
the Exchange, the Owner hereby certifies that:

     1.   Exchange of Restricted Definitive Notes or Beneficial Interests in a
          --------------------------------------------------------------------
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
--------------------------------------------------------------------------------
in an Unrestricted Global Note
------------------------------

     (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

     (b) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

     (c) [_] Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note.  In connection with the Owner's
Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the

                                      C-1
<PAGE>

Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

     (d) [_] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     2.    Exchange of Restricted Definitive Notes or Beneficial Interests in
           ------------------------------------------------------------------
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
-------------------------------------------------------------------------------
in Restricted Global Notes
--------------------------

     (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

     (b) [_] Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note.  In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
144A Global Note, Regulation S Global Note,  IAI Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States.  Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

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


                                   _____________________________________________
                                           [Insert Name of Transferor]


                                   By: _________________________________________
                                    Name:
                                    Title:

Dated:  ______________________

                                      C-2
<PAGE>

                                                                       EXHIBIT D

                           FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Potlatch Corporation
601 West Riverside Avenue, Suite 1100
Spokane, Washington  99201

[Registrar address block]

     Re:  10.00% Senior Subordinated Notes due 2011

     Reference is hereby made to the Indenture, dated as of June 29, 2001 (the
"Indenture"), between Potlatch Corporation, as issuer (the "Company"), the
Guarantors listed on Schedule I thereto and U.S. Bank Trust National
Association, as trustee (the "Trustee").  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of:

     (a) [_]   a beneficial interest in a Global Note, or

     (b) [_]   a Definitive Note,

     we confirm that:

     1.   We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

     2.   We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence.  We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to the Trustee and to the Company a signed
letter substantially in the form of this letter and, if such transfer is in
respect of a principal amount of Notes, at the time of transfer of less than
$250,000, an Opinion of Counsel in form reasonably acceptable to the Company to
the effect that such transfer is in compliance with the Securities Act, (D)
outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the provisions of Rule 144(k) under the
Securities Act or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

     3.   We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to the Trustee and the Company
such certifications, legal opinions and other

                                      D-1
<PAGE>

information as the Trustee and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.

     4.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5.   We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     The Trustee and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                   _____________________________________________
                                       [Insert Name of Accredited Investor]


                                   By: _________________________________________
                                    Name:
                                    Title:

Dated:  _______________________

                                      D-2
<PAGE>

                                                                       EXHIBIT E

                         FORM OF SUBSIDIARY GUARANTEE

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of June 29, 2001 (the "Indenture") among
Potlatch Corporation, the Guarantors listed on Schedule I thereto and U.S. Bank
Trust National Association, as trustee (the "Trustee"), (a) the due and punctual
payment of the principal of, premium and Special Interest, if any, and interest
on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal and premium, and, to the extent permitted by law, interest
and Special Interest, if any, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee.  Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided, however, that the Indebtedness evidenced by
this Subsidiary Guarantee shall cease to be so subordinated and subject in right
of payment upon any defeasance of this Note in accordance with the provisions of
the Indenture.

                                   Duluth & Northeastern Railroad Co.


                                   By: _________________________________________
                                       Name:
                                       Title:

                                   The Prescott and Northwestern Railroad
                                   Company


                                   By: _________________________________________
                                       Name:
                                       Title:

                                   St. Maries River Railroad Company


                                   By: _________________________________________
                                       Name:
                                       Title:

                                   Warren and Saline River Railroad Company


                                   By: _________________________________________
                                       Name:
                                       Title:

                                      E-1
<PAGE>

                                                                       EXHIBIT F

                        FORM OF SUPPLEMENTAL INDENTURE

     Supplemental Indenture (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Potlatch Corporation (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and U.S. Bank Trust National Association, as
trustee under the indenture referred to below (the "Trustee").

                              W I T N E S S E T H

     WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an indenture (the "Indenture"), dated as of June 29,
2001 providing for the issuance of an initial aggregate principal amount of
$250.0 million of 10.00% Senior Subordinated Notes due 2011 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1.   Capitalized Terms.  Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2.   Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees as
follows:

          (a)  Along with all Guarantors named in the Indenture, to jointly and
     severally Guarantee to each Holder of a Note authenticated and delivered by
     the Trustee and to the Trustee and its successors and assigns, the Notes or
     the obligations of the Company hereunder or thereunder, that:

               (i)   the principal of and interest on the Notes will be promptly
          paid in full when due, subject to any applicable grace period, whether
          at maturity, by acceleration, redemption or otherwise, premium and
          Special Interest, if any, and interest on the overdue principal of and
          interest on the Notes, if any, if lawful, and all other obligations of
          the Company to the Holders or the Trustee hereunder or thereunder will
          be promptly paid in full or performed, all in accordance with the
          terms hereof and thereof; and

               (ii)  in case of any extension of time of payment or renewal of
          any Notes or any of such other obligations, that the same will be
          promptly paid in full when due or performed in accordance with the
          terms of the extension or renewal, whether at stated maturity, by
          acceleration or otherwise. Failing payment when due of any amount so
          guaranteed or any performance so guaranteed for whatever reason, the
          Guarantors shall be jointly and severally obligated to pay the same
          immediately.

                                      F-1
<PAGE>

          (b)  The obligations hereunder shall be unconditional, irrespective of
     the validity, regularity or enforceability of the Notes or the Indenture,
     the absence of any action to enforce the same, any waiver or consent by any
     Holder of the Notes with respect to any provisions hereof or thereof, the
     recovery of any judgment against the Company, any action to enforce the
     same or any other circumstance which might otherwise constitute a legal or
     equitable discharge or defense of a guarantor.

          (c)  The following is hereby waived: diligence presentment, demand of
     payment, filing of claims with a court in the event of insolvency or
     bankruptcy of the Company, any right to require a proceeding first against
     the Company, protest, notice and all demands whatsoever.

          (d)  Except as provided in Section 5 below, this Subsidiary Guarantee
     shall not be discharged except by complete performance of the obligations
     contained in the Notes and the Indenture, and the Guaranteeing Subsidiary
     accepts all obligations of a Guarantor under the Indenture.

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

          (f)  The Guaranteeing Subsidiary shall not be entitled to any right of
     subrogation in relation to the Holders in respect of any obligations
     guaranteed hereby until payment in full of all obligations guaranteed
     hereby.

          (g)  As between the Guarantors, on the one hand, and the Holders and
     the Trustee, on the other hand, (x) the maturity of the obligations
     guaranteed hereby may be accelerated as provided in Article 6 of the
     Indenture for the purposes of this Subsidiary Guarantee, notwithstanding
     any stay, injunction or other prohibition preventing such acceleration in
     respect of the obligations guaranteed hereby, and (y) in the event of any
     declaration of acceleration of such obligations as provided in Article 6 of
     the Indenture, such obligations (whether or not due and payable) shall
     forthwith become due and payable by the Guarantors for the purpose of this
     Subsidiary Guarantee.

          (h)  The Guarantors shall have the right to seek contribution from any
     non-paying Guarantor so long as the exercise of such right does not impair
     the rights of the Holders under the Guarantee.

          (i)  Pursuant to Section 11.02 of the Indenture, after giving effect
     to any maximum amount and any other contingent and fixed liabilities that
     are relevant under any applicable Bankruptcy or fraudulent conveyance laws,
     and after giving effect to any collections from, rights to receive
     contribution from or payments made by or on behalf of any other Guarantor
     in respect of the obligations of such other Guarantor under Article 11 of
     the Indenture, this new Subsidiary Guarantee shall be limited to the
     maximum amount permissible such that the obligations of such Guarantor
     under this Subsidiary Guarantee will not constitute a fraudulent transfer
     or conveyance.

     3.   Execution and Delivery.  Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

                                      F-2
<PAGE>

     4.   Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

          (a)  Except as otherwise provided in Section 5 below, the Guaranteeing
     Subsidiary may not consolidate with or merge with or into (whether or not
     such Guarantor is the surviving Person) another Person whether or not
     affiliated with such Guarantor unless:

               (i)    subject to Sections 11.04 and 11.05 of the Indenture, the
          Person formed by or surviving any such consolidation or merger (if
          other than a Guarantor or the Company) unconditionally assumes all the
          obligations of such Guarantor, pursuant to a supplemental indenture in
          form and substance reasonably satisfactory to the Trustee, under the
          Notes, the Indenture and the Subsidiary Guarantee on the terms set
          forth herein or therein; and

               (ii)   immediately after giving effect to such transaction, no
          Default or Event of Default exists.

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

          (c)  Except as set forth in Articles 4 and 5 and Section 11.05 of
     Article 11 of the Indenture, and notwithstanding clauses (a) and (b) above,
     nothing contained in the Indenture or in any of the Notes shall prevent any
     consolidation or merger of a Guarantor with or into the Company or another
     Guarantor, or shall prevent any sale or conveyance of the property of a
     Guarantor as an entirety or substantially as an entirety to the Company or
     another Guarantor.

     5.   Releases.

          (a)  In the event that each holder of Designated Senior Debt under a
     Credit Facility unconditionally releases a Guarantor of all of its
     obligations under its guarantee of such other Indebtedness pursuant to a
     written agreement (other than a release resulting from payment under such
     guarantee), such Guarantor, on a date selected by the Company or the
     Guarantor, shall be unconditionally released from all of its obligations
     under its Subsidiary Guarantee.

          (b)  In the event of a sale or other disposition of all of the assets
     of any Guarantor, by way of merger, consolidation or otherwise, or a sale
     or other disposition of all of the capital stock of any Guarantor, in each
     case to a Person that is not (either before or after giving effect to such
     transaction) a Restricted Subsidiary of the Company, or if the Company
     designates any Guarantor as an Unrestricted Subsidiary in accordance with
     the terms of Section 4.17 of the Indenture, then such Guarantor (in the
     event of a sale or other disposition, by way of merger, consolidation or
     otherwise, of all of the capital stock of such Guarantor or designation as
     an Unrestricted Subsidiary) or the corporation acquiring the property (in
     the event of a sale or other disposition of

                                      F-3
<PAGE>

     all or substantially all of the assets of such Guarantor) will be released
     and relieved of any obligations under its Subsidiary Guarantee; provided
     that the Net Proceeds of such sale or other disposition are applied in
     accordance with the applicable provisions of the Indenture, including
     without limitation Section 4.10 of the Indenture. Upon delivery by the
     Company to the Trustee of an Officers' Certificate and an Opinion of
     Counsel to the effect that such sale or other disposition was made by the
     Company in accordance with the provisions of the Indenture, including
     without limitation Section 4.10 of the Indenture, the Trustee shall execute
     any documents reasonably required in order to evidence the release of any
     Guarantor from its obligations under its Subsidiary Guarantee.

          (c)  Any Guarantor not released from its obligations under its
     Subsidiary Guarantee shall remain liable for the full amount of principal
     of and interest on the Notes and for the other obligations of any Guarantor
     under the Indenture as provided in Article 11 of the Indenture.

     6.   No Recourse Against Others.  No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder of the
Notes by accepting a Note waives and releases all such liability.  The waiver
and release are part of the consideration for issuance of the Notes.

     7.   NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     8.   Counterparts.  The parties may sign any number of copies of this
Supplemental Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

     9.   Effect of Headings.  The Section headings herein are for convenience
only and shall not affect the construction hereof.

     10.  The Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      F-4
<PAGE>

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

     Dated:  _______________, 20___

                                     [Guaranteeing Subsidiary]

                                     By: _____________________________________
                                     Name:
                                     Title:

                                     Potlatch Corporation

                                     By: _____________________________________
                                     Name:
                                     Title:

                                     [Existing Guarantors]

                                     By: _____________________________________
                                     Name:
                                     Title:

                                     Duluth & Northeastern Railroad Co.


                                     By: _____________________________________
                                     Name:
                                     Title:

                                     The Prescott and Northwestern Railroad
                                     Company


                                     By: _____________________________________
                                     Name:
                                     Title:

                                     St. Maries River Railroad Company


                                     By: _____________________________________
                                     Name:
                                     Title:

                                      F-5
<PAGE>

                                     Warren and Saline River Railroad Company


                                     By: _____________________________________
                                     Name:
                                     Title:

                                     U.S. Bank Trust National Association,
                                      as Trustee

                                     By: _____________________________________
                                          Authorized Signatory

                                      F-6
<PAGE>

                                  Schedule I

                            SCHEDULE OF GUARANTORS

     The following schedule lists each Guarantor under the Indenture as of the
Issue Date:

     Duluth & Northeastern Railroad Co.
     The Prescott and Northwestern Railroad Company
     St. Maries River Railroad Company
     Warren and Saline River Railroad Company