THIOKOL CORPORATION, as Issuer and HARRIS TRUST AND SAVINGS BANK, as Trustee INDENTURE

THIOKOL CORPORATION,
as Issuer

and

XXXXXX TRUST AND SAVINGS BANK,
as Trustee

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

INDENTURE

dated as of March 3, 1998

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

CROSS-REFERENCE TABLE*

TRUST INDENTURE
ACT SECTION INDENTURE SECTION
--------------- -----------------

310(a)(1)................................................... 7.10
(a)(2).................................................... 7.10
(a)(3).................................................... N.A.
(a)(4).................................................... N.A.
(a)(5).................................................... 7.10
(b)....................................................... 7.08; 7.10
(c)....................................................... N.A.
311(a)...................................................... 7.11
(b)....................................................... 7.11
(c)....................................................... N.A.
312(a)...................................................... 2.05
(b)....................................................... 10.03
(c)....................................................... 10.03
313(a)...................................................... 7.06
(b)....................................................... 7.06
(c)....................................................... 7.06; 10.02
(d)....................................................... 7.06
314(a)...................................................... 4.03; 10.02
(b)....................................................... N.A.
(c)(1).................................................... 10.04
(c)(2).................................................... 10.04
(c)(3).................................................... N.A.
(d)....................................................... N.A.
(e)....................................................... 10.05
(f)....................................................... N.A.
315(a)...................................................... 7.01(b)(ii)
(b)....................................................... 7.05; 10.02
(c)....................................................... 7.01(a)
(d)....................................................... 7.01(d)
(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)....................................................... 2.14; 9.03
317(a)(1)................................................... 6.08
(a)(2).................................................... 6.09
(b)....................................................... 2.04
318(a)...................................................... 10.01
(b)....................................................... N.A.
(c)....................................................... 10.01
N.A. means not applicable.

____________________________
*THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.

INDENTURE dated as of March 3, 1998 between Thiokol Corporation, a
Delaware corporation (the "Company"), and Xxxxxx Trust and Savings Bank, an
Illinois banking corporation, as Trustee (the "Trustee").

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of each series of the Securities:

ARTICLE 1

DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. Certain Definitions.
------------ -------------------

"Affiliate" means any Person directly or indirectly controlling or
---------
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by" and "under common control with"), as
used with respect to any Person, shall mean 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 stock, by
agreement or otherwise.

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

"Board of Directors" means the Board of Directors of the Company or any
------------------
authorized committee thereof.

"Board Resolution" means a copy of a resolution certified by the Secretary
----------------
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification (and delivered to the Trustee, if appropriate).

"Business Day" means, unless otherwise provided by Board Resolution,
------------
Officers' Certificate or supplemental indenture hereto for a particular series,
any day except a Saturday, Sunday or a legal holiday in The City of New York or
Chicago, Illinois on which banking institutions are authorized or required by
law, regulation or executive order to close.

"Commission" means the Securities and Exchange Commission.
----------

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

"Corporate Trust Office" means the office of the Trustee at any place
----------------------
where its principal corporate trust office may be located.

"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.

"Depository" means, with respect to the Securities of any series issuable
----------
or issued in whole or in part in the form of one or more Global Securities, the
person designated as Depository for such series by the Company, which Depository
shall be a clearing agency registered under the Exchange Act; and if at any time
there is more than one such person, "Depository" as used with respect to the
Securities of any series shall mean the Depository with respect to the
Securities of such series.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from
------------
time to time.

"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 Security" shall mean a Security issued to evidence all or a part
---------------
of any series of Securities that is executed by the Company and authenticated
and delivered by the Trustee to the Depository or pursuant to such Depository's
instructions, all in accordance with this Indenture, which shall be registered
as to principal and interest in the name of such Depository or its nominee.

"Holder" or "Securityholder" means a Person in whose name a Security is
------ --------------
registered in the register of Securities kept by the Registrar.

"Indenture" means this Indenture, as amended or supplemented from time to
---------
time and shall include the form and terms of particular series of Securities
established as contemplated hereunder.

"Interest," when used with respect to an Original Issue Discount Security
--------
which by its terms bears interest only after maturity, means interest payable
after maturity.

"Officer" means the Chairman of the Board, any President, any Vice-
-------
President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

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

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

"Original Issue Discount Security" means any Security which provides that
--------------------------------
an amount less than its principal amount is due and payable upon acceleration
after an Event of Default.

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

"principal" of a Security means the principal amount due on the stated
---------
maturity of the Security, upon redemption of the Security or otherwise due on
the Security, plus the premium, if any, on the Security.

"Securities" means the debentures, notes or other debt instruments of the
----------
Company authenticated and delivered under this Indenture.

"Securities Act" means the Securities Act of 1933, as amended from time to
--------------
time.

"Subsidiary" means any corporation, partnership or limited liability
----------
company of which the Company, or the Company and one or more Subsidiaries, or
any one or more Subsidiaries, directly or indirectly own (i) in the case of a
corporation, voting securities entitling the holders thereof to elect a majority
of the directors, either at all times or so long as there is no default or
contingency which permits the holders of any other class of securities to vote
for the election of one or more directors, (ii) in the case of a partnership, at
least a majority of the general partnership interests and at least a majority of
total outstanding partnership interests or (iii) in the case of a limited
liability company, at least a majority of the membership interests.

"TIA" means the Trust Indenture Act of 1939, as amended from time to time,
---
and as in effect on the date of execution of this Indenture.

"Trustee" means the party named as such above until a successor becomes
-------
such pursuant to this Indenture and thereafter means or includes each party who
is then a trustee hereunder, and if at any time there is more than one such
party, "Trustee" as used with respect to the Securities of any series means the
Trustee with respect to Securities of that series. If Trustees with respect to
different series of Securities are trustees under this Indenture, nothing herein
shall constitute the Trustees co-trustees of the same trust, and each Trustee
shall be the trustee of a trust separate and apart from any trust administered
by any other Trustee with respect to a different series of Securities.

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

Section 1.02. Other Definitions.
------------ -----------------

Term Defined in Section
---- ------------------

"Bankruptcy Law".................. 6.01
"Custodian"....................... 6.01
"Event of Default"................ 6.01
"Legal Holiday"................... 10.07
"Paying Agent".................... 2.03
"Place of Payment"................ 2.01
"redemption price"................ 3.03
"Registrar"....................... 2.03
"U.S. Government Obligations"..... 8.01

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 Securities.
--------------------

"indenture securityholder" means a Securityholder.
------------------------

"indenture to be qualified" means this Indenture.
-------------------------

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

"obligor" on the Securities means the Company.
-------

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

Section 1.04. Rules of Construction.
------------ ---------------------

Unless the context otherwise requires:

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

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

(iii) "or" is not exclusive;

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

(v) provisions apply to successive events and transactions.

ARTICLE 2

THE SECURITIES

Section 2.01. Unlimited In Amount, Issuable In Series, Form and Dating.
------------ --------------------------------------------------------

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued
in one or more series. There shall be established in or pursuant to a Board
Resolution or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

(a) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

(b) any limit upon the aggregate principal amount of Securities of
the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to this Article 2);

(d) the rate or rates at which the Securities of the series shall
bear interest, if any, or the manner in which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the
record dates for the determination of Holders to whom interest is payable;

(e) the place or places where the principal of and any interest on
Securities of the series shall be payable, if other than as provided
herein;

(f) the price or prices at which (if any), the period or periods
within which (if any) and the terms and conditions upon which (if other
than as provided herein) Securities of the series may be redeemed, in
whole or in part, at the option, or as an obligation, of the Company;

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

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

(i) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
6.02 hereof;

(j) any addition to or change in the covenants set forth in Article
4 which applies to Securities of the series;

(k) any Events of Default with respect to the Securities of a
particular series, if not set forth herein;

(l) the Trustee for the series of Securities;

(m) whether the Securities of the series shall be issued in whole
or in part in the form of a Global Security; the terms and conditions, if
any, upon which such Global Security may be exchanged in whole or in part
for certificated Securities, and the Depository for such Global Security;

(n) the provisions, if any, relating to any security provided for
the Securities of the series;

(o) the terms and conditions upon which the Securities of the
series may be converted into other securities of the Company or any other
Person; and

(p) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may modify
or delete any provision of this Indenture with respect to such series;
provided, however, that no such term may modify or delete any provision
hereof if imposed by the TIA; and provided, further, that any modification
or deletion of the rights, duties or immunities of the Trustee hereunder
shall have been consented to in writing by the Trustee).

All Securities of any series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any such indenture supplemental hereto.

The principal of and any interest on the Securities shall be payable at
the office or agency of the Company designated in the form of Security for the
series (each such place herein called the "Place of Payment"); provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Securities referred to in Section 2.03 hereof.

Each Security shall be in one of the forms approved from time to time by
or pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto. Prior to the delivery of a Security to the Trustee for
authentication in any form approved by or pursuant to a Board Resolution, the
Company shall deliver to the Trustee the Board Resolution by or pursuant to
which such form of Security has been approved, which Board Resolution shall have
attached thereto a true and correct copy of the form of Security which has been
approved by or pursuant thereto, or, if a Board Resolution authorizes a specific
officer or officers to approve

a form of Security, a certificate of such officer or officers approving the form
of Security attached thereto.

The Securities may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Security shall be dated the date of its
authentication.

Section 2.02. Execution and Authentication.
------------ ----------------------------

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

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

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

The Trustee shall authenticate Securities for original issue upon a
written order of the Company signed by two Officers.

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

Section 2.03. Registrar and Paying Agent.
------------ --------------------------

The Company shall maintain an office or agency where Securities of a
particular series may be presented for registration of transfer or for exchange
(the "Registrar") and an office or agency where Securities of that series may be
presented for payment (a "Paying Agent"). The Registrar for a particular series
of Securities shall keep a register of the Securities of that series and of
their transfer and exchange. The Company may appoint one or more co-Registrars
and one or more additional paying agents for each series of Securities. The
term "Paying Agent" includes any additional paying agent. The Company may
change any Paying Agent, Registrar or co-Registrar without prior notice to any
Securityholder. 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 maintain a Registrar or Paying Agent for any
series of Securities, the Trustee shall act as such. The Company or any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.

Section 2.04. Paying Agent to Hold Money in Trust.
------------ -----------------------------------

Whenever the Company has one or more Paying Agents it will, prior to each
due date of the principal of or interest on, any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal or interest, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

The Company shall require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent will hold in trust for the benefit of
the Securityholders of the particular series for which it is acting, or the
Trustee, all money held by the Paying Agent for the payment of principal or
interest on the Securities of such series, and that such Paying Agent will
notify the Trustee of any Default by the Company or any other obligor of the
series of Securities in making any such payment and at any time during the
continuance of any such Default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent. If
the Company or an Affiliate acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Securityholders of the particular
series for which it is acting all money held by it as Paying Agent. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon so doing, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for such money. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

Section 2.05. Securityholder 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
Securityholders, separately by series, 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 Securityholders, separately by series, relating to such interest payment date
or request, as the case may be.

Section 2.06. Transfer and Exchange.
------------ ---------------------

Where Securities are presented to the Registrar or a co-Registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of like series of other authorized denominations, the Registrar
shall register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Company shall issue and the Trustee shall authenticate Securities at the
Registrar's request.

No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.10, 3.06 or 9.04).

The Company need not issue, and the Registrar or co-Registrar need not
register the transfer or exchange of, (i) any Security of a particular series
during a period beginning at the opening of business 15 days before the day of
any selection of Securities of that series for redemption under Section 3.02 and
ending at the close of business on the day of selection, or (ii) any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security of that series being redeemed in part.

Section 2.07. Replacement Securities.
------------ ----------------------

If a mutilated Security is surrendered to the Trustee or if the Holder of
a Security claims that the Security has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a replacement
Security of like series if the Company's and the Trustee's requirements are met.
The Trustee or the Company may require an indemnity bond to be furnished which
is sufficient in the judgment of both to protect the Company, the Trustee, and
any Agent from any loss which any of them may suffer if a Security is replaced.
The Company may charge such Holder for its expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company and
shall be entitled to all the benefits of the Indenture equally and
proportionately with any and all other Securities of the same series.

Section 2.08. Outstanding Securities.
------------ ----------------------

The Securities of any series outstanding at any time are all the
Securities of that series authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

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

If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

Except as set forth in Section 2.09 hereof, a Security does not cease to
be outstanding because the Company or an Affiliate holds the Security.

For each series of Original Issue Discount Securities, the principal
amount of such Securities that shall be deemed to be outstanding and used to
determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination.
When requested by the Trustee, the Company will advise the Trustee of such
amount, showing its computations in reasonable detail.

Section 2.09. Treasury Securities.
------------ -------------------

In determining whether the Holders of the required principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities owned by the Company or an Affiliate shall be considered as though
they are 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 Securities which the Trustee knows are so owned shall be so
considered.

Section 2.10. Temporary Securities.
------------ --------------------

Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a written
order of the Company signed by two Officers of the Company. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities.

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

Section 2.11. Cancellation.
------------ ------------

The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall destroy
such Securities (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all cancelled Securities shall be
delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12. Defaulted Interest.
------------ ------------------

If the Company fails to make a payment of interest on any series of
Securities, it shall pay such defaulted interest plus (to the extent lawful) any
interest payable on the defaulted interest, in any lawful manner. It may elect
to pay such defaulted interest, plus any such interest payable on it, to the
Persons who are Holders of such Securities on which the interest is due on a
subsequent special record date. The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each such Security.
The Company shall fix any such record date and payment date for such payment.
At least 15 days before any such record date, the Company shall mail to
Securityholders affected thereby a notice that states the record date, payment
date, and amount of such interest to be paid.

Section 2.13. Global Securities.
------------- -----------------

(a) Terms of Securities. In or pursuant to a Board Resolution or a
-------------------
supplemental indenture hereto, the Company shall establish whether the
Securities of a series shall be issued in whole or in part in the form of one or
more Global Securities and the Depository for such Global Security or
Securities.

(b) Transfer and Exchange. Notwithstanding any provisions to the contrary
---------------------
contained in Section 2.06 and in addition thereto, any Global Security shall be
exchangeable pursuant to Section 2.06 for Securities registered in the names of
Holders other than the Depository for such Security or its nominee only if (i)
such Depository notifies the Company that it is unwilling or unable to continue
as Depository for such Global Security or if at any time such Depository ceases
to be a clearing agency registered under the Exchange Act, and, in either case,
the Company fails to appoint a successor Depository within 90 days of such
event, (ii) the Company executes and delivers to the Trustee an Officers'
Certificate to the effect that such Global Security shall be so exchangeable,
(iii) an Event of Default with respect to the Securities represented by such
Global Security shall have happened and be continuing or (iv) there shall exist
any circumstances as may be described in the applicable supplemental indenture
or Board Resolution. Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Securities registered in such names
as the Depository shall direct in writing in an aggregate principal amount equal
to the principal amount of the Global Security with like tenor and terms.

Except as provided in this Section 2.13(b), a Global Security may not be
transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a nominee of such Depository to
such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

"This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depository or a
nominee of the Depository. This Security is exchangeable for Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depository to a nominee of the Depository,
by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such a successor Depository."

(d) Acts of Holders. The Depository, as a Holder, may appoint agents and
---------------
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

(e) Payments. Notwithstanding the other provision of this Indenture,
--------
unless otherwise specified as contemplated by Section 2.1, payment of the
principal of and interest, if any, on any Global Security shall be made to the
Holder thereof.

(f) Consents, Declaration and Directions. Except as provided in Section
------------------------------------
2.13(e), the Company, the Trustee and any Agent shall treat a Person as the
Holder of such principal amount of outstanding Securities of such series
represented by a Global Security as shall be specified in a written statement of
the Depository with respect to such Global Security, for

purposes of obtaining any consents, declarations, waivers or directions required
to be given by the Holders pursuant to this Indenture.

Section 2.14. Special Record Dates.
------------- --------------------

(a) The Company may, but shall not be obligated to, set a record date for
the purpose of determining the identity of Holders entitled to consent to any
supplement, amendment or waiver permitted by this Indenture. If a record date
is fixed, the Holders of Securities of that series outstanding on such record
date, and no other Holders, shall be entitled to consent to such supplement,
amendment or waiver or revoke any consent previously given, whether or not such
Holders remain Holders after such record date. No consent shall be valid or
effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Securities of that series required hereunder
for such amendment or waiver to be effective shall have also been given and not
revoked within such 90-day period.

(b) The Trustee may, but shall not be obligated to, fix any day as a
record date for the purpose of determining the Holders of any series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction. If a record date is fixed, the Holders of Securities
of that series outstanding on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
no such action shall be effective hereunder unless taken on or prior to the date
90 days after such record date.

ARTICLE 3

REDEMPTION

Section 3.01. Notices to Trustee.
------------ ------------------

If the Company elects to redeem Securities of any series pursuant to any
optional redemption provisions thereof, it shall notify the Trustee of the
redemption date and the principal amount of Securities of that series to be
redeemed.

The Company shall give each notice provided for in this Section in an
Officers' Certificate at least 45 days before the redemption date (unless a
shorter notice period shall be satisfactory to the Trustee), which notice shall
specify the provisions of such Security pursuant to which the Company elects to
redeem such Securities.

If the Company elects to reduce the principal amount of Securities of any
series to be redeemed pursuant to mandatory redemption provisions thereof, it
shall notify the Trustee of the amount of, and the basis for, any such
reduction. If the Company elects to credit against any such mandatory
redemption Securities it has not previously delivered to the Trustee for
cancellation, it shall deliver such Securities with such notice.

Section 3.02. Selection of Securities to Be Redeemed.
------------ --------------------------------------

If less than all the Securities of any series are to be redeemed, the
Trustee shall select the Securities of that series to be redeemed by a method
that complies with the requirements of any exchange on which the Securities of
that series are listed, or, if the Securities of that series are not listed on
an exchange, on a pro rata basis or by lot. The Trustee shall make the
selection not more than 75 days and not less than 30 days before the redemption
date from Securities of that series outstanding and not previously called for
redemption. Except as otherwise provided as to any particular series of
Securities, Securities and portions thereof that the Trustee selects shall be in
amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly in writing of the Securities or portions of Securities to be called for
redemption.

Section 3.03. Notice of Redemption.
------------ --------------------

Except as otherwise provided as to any particular series of Securities, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose Securities are to be
redeemed.

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

(1) the redemption date;

(2) the redemption price fixed in accordance with the terms of the
Securities of the series to be redeemed, plus accrued interest, if any, to
the date fixed for redemption (the "redemption price");

(3) if any Security is being redeemed in part, the portion of the
principal amount of such Security to be redeemed and that, after the
redemption date, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion will be
issued;

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

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

(6) that, unless the Company defaults in payment of the redemption
price, interest on Securities called for redemption ceases to accrue on
and after the redemption date;

(7) The paragraph of the series of Securities and/or Section of any
supplemental indenture pursuant to which such Securities called for
redemption are being redeemed; and

(8) the CUSIP number, if any, of the Securities to be redeemed.

At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense. The notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the Holder receives such notice. In any case, failure to give such
notice by mail or any defect in the notice of the Holder of any Security shall
not affect the validity of the proceeding for the redemption of any other
Security.

Section 3.04. Effect of Notice of Redemption.
------------ ------------------------------

Once notice of redemption is mailed in accordance with Section 3.03
hereof, Securities called for redemption become due and payable on the
redemption date for the redemption price. Upon surrender to the Paying Agent,
such Securities will be paid at the Redemption Price.

Section 3.05. Deposit of Redemption Price.
------------ ---------------------------

On or before the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or any Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of all
Securities called for redemption on that date other than Securities which have
previously been delivered by the Company to the Trustee for cancellation. The
Paying Agent shall return to the Company any money not required for that
purpose.

Section 3.06. Securities Redeemed in Part.
------------ ---------------------------

Upon surrender of a Security that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Security of like series equal in principal amount to the
unredeemed portion of the Security surrendered.

ARTICLE 4

COVENANTS

Section 4.01. Payment of Securities.
------------ ---------------------

The Company shall pay or cause to be paid the principal of and interest on
the Securities on the dates and in the manner provided in this Indenture and the
Securities. Principal and interest shall be considered paid on the date due if
the Paying Agent, if other than the Company or an Affiliate, holds as of 10:00
a.m. Eastern Time on that date immediately available funds designated for and
sufficient to pay all principal and interest then due.

To the extent lawful, the Company shall pay interest on overdue principal
and overdue installments of interest at the rate per annum borne by the
applicable series of Securities.

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 or

Registrar) where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities 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 Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give
prompt written notice to the Trustee 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 office of the Trustee in the Borough of
Manhattan, the City of New York, as one such office or agency of the Company in
accordance with Section 2.03.

Section 4.03. Commission Reports.
------------ ------------------

The Company shall deliver to the Trustee within 15 days after the required
filing date copies of the annual reports and of the information, documents, and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;
provided, however, the Company shall not be required to deliver to the Trustee
any materials for which the Company has sought and received confidential
treatment by the Commission. The Company also shall comply with the other
provisions of TIA (S) 314(a).

Section 4.04. Compliance Certificate.
------------ ----------------------

The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, an Officers' Certificate stating that in the
course of the performance by the signers of their duties as officers of the
Company, they would normally have knowledge of any failure by the Company to
comply with all conditions, or default by the Company with respect to any
covenants, under this Indenture, and further stating whether or not they have
knowledge of any such failure or default and, if so, specifying each such
failure or default and the nature thereof. For purposes of this Section, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided for in this Indenture. The certificate need not
comply with Section 10.04.

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 (i) as contested in good faith by appropriate proceedings and with
respect to which appropriate reserves have been taken in accordance with GAAP or
(ii) where the failure to effect such payment is not adverse in any material
respect to the Holders.

Section 4.06. Stay, Extension and Usury Laws.
------------ -------------------------------

The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, 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 (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. 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
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of each Subsidiary and (ii) the rights
(charter and statutory), licenses and franchises of the Company and its
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 Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

Section 4.08. Payments for Consent.
------------- ---------------------

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

ARTICLE 5

SUCCESSORS

Section 5.01. When Company May Merge, etc.
------------ ---------------------------

The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to any Person unless:

(1) the Company is the surviving corporation or the entity or Person
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized and
existing under the laws of the United States, any state thereof or the
District of Columbia;

(2) the entity or Person formed by or assuming any such
consolidation or merger (if other than the Company) or the entity or
Person to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made assumes by supplemental indenture
all the obligations of the Company under the Securities and this
Indenture; and

(3) immediately prior to and after the transaction no Default or
Event of Default exists.

The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

Section 5.02. Successor Corporation Substituted.
------------ ---------------------------------

Upon any consolidation or merger, or any transfer by the Company (other
than by lease) of all or substantially all of the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein. In the event of any
such transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in respect of the Securities and the Indenture, and
the predecessor Company may be dissolved, wound up or liquidated at any time
thereafter.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default.
------------ -----------------

An "Event of Default" occurs with respect to Securities of any particular
series if:

(1) the Company defaults in the payment of interest on any Security
of that series when the same becomes due and payable and the Default
continues for a period of 30 days;

(2) the Company defaults in the payment of the principal of any
Security of that series when the same becomes due and payable at maturity,
upon redemption or otherwise;

(3) an Event of Default, as defined in the Securities of that
series, occurs and is continuing, or the Company fails to comply with any
of its other agreements in the Securities of that series or in this
Indenture with respect to that series and the Default continues for the
period and after the notice specified below;

(4) the Company pursuant to or within the meaning of any Bankruptcy
Law:

(A) commences a voluntary case;

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

(D) makes a general assignment for the benefit of its
creditors; or

(E) admits in writing its inability generally to pay its debts
as the same become due;

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

(A) is for relief against the Company in an involuntary case;

(B) appoints a Custodian of the Company for all or
substantially all of its property; or

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

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

A Default under clause (3) above is not an Event of Default with respect
to a particular series of Securities until the Trustee or the Holders of at
least 50% in principal amount of the then outstanding Securities of that series
notify the Company of the Default and the Company does not cure the Default
within 30 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default."

Section 6.02. Acceleration.
------------ ------------

If an Event of Default with respect to Securities of any series (other
than an Event of Default specified in clauses (4) and (5) of Section 6.01)
occurs and is continuing, the Trustee by notice to the Company, or the Holders
of at least 50% in principal amount of the then outstanding Securities of that
series by notice to the Company and the Trustee, may declare the unpaid
principal (or, in the case of Original Issue Discount Securities, such lesser
amount as may be provided for in such Securities) of and any accrued and unpaid
interest on all the Securities of that series to be due and payable on the
Securities of that series. Upon such declaration the principal (or such lesser
amount) and interest shall be due and payable immediately. If an Event of
Default specified in clause (4) or (5) of Section 6.01 occurs, all of such
amount shall become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder. The Holders of a
majority in principal amount of the then outstanding Securities of that series
by notice to the Trustee may rescind an acceleration of the unpaid principal and
accrued interest on such series and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default with
respect to that series have been cured or waived except nonpayment of principal
(or such lesser amount) or interest that has become due solely because of the
acceleration.

Section 6.03. Other Remedies.
------------ --------------

If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal or interest on the Securities of that series or to enforce
the performance of any provision of the Securities of that series or this
Indenture.

The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder 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.
------------ -----------------------

Subject to Section 9.02, the Holders of a majority in principal amount of
the then outstanding Securities of any series by notice to the Trustee may waive
an existing Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default in the payment of the
principal (including any mandatory sinking fund or like payment) of or interest
on any Security of that series.

Section 6.05. Control by Majority.
------------ -------------------

The Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy with respect to that series 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
is unduly prejudicial to the rights of another Holder of Securities of that
series, or that may involve the Trustee in personal liability. Subject to
Section 7.01, the Trustee shall have no duty or obligation to determine whether
any such direction is or may be unduly prejudicial to the rights of such Holder.
The Trustee may take any other action which it deems proper which is not
inconsistent with any such direction.

Section 6.06. Limitation on Suits.
------------ -------------------

A Holder of Securities of any series may not pursue a remedy with respect
to this Indenture or the Securities unless:

(1) the Holder gives to the Trustee written notice of a continuing
Event of Default with respect to that series;

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

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

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

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

No Holder of any series of Securities may use this Indenture to prejudice the
rights of another Holder of Securities of that series or to obtain a preference
or priority over another Holder of Securities of that series.

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

Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of and interest, if any, on
the Security, on or after the respective due dates expressed in the Security, 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 the
Holder.

Section 6.08. Collection Suit by Trustee.
------------ --------------------------

If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal (or such portion of the principal as may be
specified as due upon acceleration at that time in the terms of that series of
Securities) and interest, if any, remaining unpaid on the Securities of that
series then outstanding, together with (to the extent lawful) interest on
overdue principal and interest, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
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.

Section 6.09. Trustee May File Proofs of Claim.
------------ --------------------------------

The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor on the Securities), its creditors or its property and shall be
entitled to and empowered to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian in any such judicial proceedings 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. Nothing contained herein shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding.

Section 6.10. Priorities.
------------ ----------

If the Trustee collects any money with respect to Securities of any series
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, 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 Securityholders for amounts due and unpaid on the
Securities of such series for principal and interest,
ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities
of such series for principal 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 Securities of any series pursuant to this Section. The Trustee shall
notify the Company in writing reasonably in advance of any such record date and
payment date.

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 defense made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in principal
amount of the then outstanding Securities of any series.

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 their exercise, as a prudent person
would exercise or use under the circum stances in the conduct of such person's
own affairs.

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

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

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

(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 of the Trustee, 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 may refuse to perform
any duty or exercise any right or power unless it receives 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. Absent written
instruction from the Company, the Trustee shall not be required to invest any
such money. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

Section 7.02. Rights of Trustee.
------------ -----------------

Subject to TIA Section 315(a) through (d):

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

(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.

(c) The Trustee may act through 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 which it believes to be authorized or within its rights or
powers, unless the Trustee's conduct constitutes negligence.

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

(f) Except for (i) a default under Sections 6.01(1) or 6.01(2) hereof, or
(ii) any other event of which the Trustee has "actual knowledge" and which
event, with the giving of notice or the passage of time or both, would
constitute an Event of Default under this Indenture, the Trustee shall not be
deemed to have notice of any default or Event of Default unless specifically
notified in writing of such event by the Company or the Holders of not less than
50% in aggregate principal amount of the Securities then outstanding; as used
herein, the term "actual knowledge" means the actual fact or statement of
knowing without any duty to make any investigation with regard thereto.

(g) Before the Trustee acts or refrains from acting, the Trustee may
consult with counsel and the advice or opinion of such counsel as to matters of
law shall be full and complete authorization and protection from liability in
respect of any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion on such counsel.
(h) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.

Section 7.03. Individual Rights of Trustee.
------------ ----------------------------

The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to TIA Sections 310(b)
and 311.

Section 7.04. Trustee's Disclaimer.
------------ --------------------

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

Section 7.05. Notice of Defaults.
------------ ------------------

If a Default or Event of Default with respect to the Securities of any series
occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to all Holders of Securities of that series 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 on any such Security, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of such
Securityholders.

Section 7.06. Reports by Trustee to Holders.
------------ -----------------------------

Within 60 days after each May 15 beginning with May 15, 1999, the Trustee
with respect to any series of Securities shall mail to Holders of Securities of
that series as provided in TIA (S) 313(c) a brief report dated as of such May 15
that complies with TIA (S) 313(a) (if such report is required by TIA (S)
313(a)). The Trustee shall also comply with TIA (S) 313(b).

A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed with the Commission and each stock exchange
on which any of the Securities of any series are listed, as required by TIA (S)
313(d). The Company shall notify the Trustee when the Securities of any series
are listed on any stock exchange.

Section 7.07. Compensation and Indemnity.
------------ --------------------------

The Company shall pay to the Trustee from time to time such compensation
as shall be agreed upon in writing for its services hereunder. The Company
shall reimburse the Trustee upon written request for all reasonable
disbursements, advances and out-of-pocket expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and out-of-pocket expenses of the
Trustee's agents and counsel.

The Company shall indemnify the Trustee for and hold it harmless against
any claim, demand, expense (including, but not limited to attorney fees and
expenses) loss or liability incurred by it, without negligence on its part, in
connection with the administration of this

Indenture and its duties hereunder. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. 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.

To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities of any series on all money or property
held or collected by the Trustee in its capacity as Trustee, except money or
property held in trust to pay principal and interest on particular Securities of
any series. Such lien will survive the satisfaction and discharge of this
Indenture and the resignation or removal of the Trustee.

If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

Section 7.08. Replacement of Trustee.
------------ ----------------------

A resignation or removal of the Trustee with respect to one or more or all
series of Securities 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 with respect to one or more or all series of
Securities by so notifying the Company in writing. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee as to that series by so notifying the Trustee in writing and may appoint
a successor Trustee with the Company's consent. The Company may remove the
Trustee with respect to one or more or all series of Securities if:

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

(2) the Trustee is adjudged a bankrupt or an insolvent;

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

(4) the Trustee becomes incapable of acting.

If, as to any series of Securities, 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 for that series. Within one year after the
successor Trustee with respect to any series takes office, the Holders of a
majority in principal amount of the then outstanding Securities of that series
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company. If a successor Trustee as to a particular series 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 Securities of that series may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10 with respect to any
series, any Holder of Securities of that series who satisfies the requirements
of TIA Section 310(b) may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for that
series.

A successor Trustee as to any series of Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Immediately after that, the retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee (subject to the lien
provided for in Section 7.07), 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 as to that series.
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

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.

In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) shall contain such
provisions as shall be necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary or desirable to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; provided, however, that nothing herein or in such supplemental
Indenture shall constitute such Trustee co-trustees of the same trust and that
each such Trustee shall be trustee of a trust hereunder separate and apart from
any trust hereunder administered by any other such Trustee.

Upon the execution and delivery of such supplemental Indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

Section 7.09. Successor Trustee by Merger, etc.
------------ --------------------------------

If the Trustee as to any series of Securities 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 as to that series.

Section 7.10. Eligibility; Disqualification.
------------ -----------------------------

Each series of Securities shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a). The Trustee as to any series of Securities
shall always have a combined capital and surplus of at least $100,000,000 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

DISCHARGE OF INDENTURE

Section 8.01. Termination of Company's Obligations.
------------ ------------------------------------

Except as otherwise provided in this Section, the Company may terminate
its obligations under the Securities of any series and this Indenture with
respect to that series, if:

(a) all Securities of that series previously authenticated and
delivered (other than destroyed, lost or stolen Securities which have been
replaced or Securities of that series which are paid pursuant to Section
4.01 or Securities of that series for whose payment money or securities
has theretofore been held in trust and thereafter repaid to the Company,
as provided in Section 8.03) have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it hereunder
with respect to such series; or

(b) (1) the Securities of that series mature within one year or
all of them are to be called for redemption within one year after
arrangements satisfactory to the Trustee for giving the notice of
redemption; and

(2) the Company irrevocably deposits in trust with the Trustee
during such one-year period, under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee, as trust
funds solely for the benefit of the Holders of Securities of that series
for that purpose, money or U.S. Government Obligations, or a combination
thereof, with the U.S. Government Obligations maturing as to principal and
interest in such amounts and at such times as are sufficient, without
consideration of any reinvestment of such interest, to pay principal of
and interest on the Securities of that series to maturity or redemption,
as the case may be, and to pay all other sums payable by it hereunder; or

(c) (1) the Company irrevocably deposits in trust with the Trustee
under the terms of an irrevocable trust agreement in form and substance
satisfactory to the Trustee, as trust funds solely for the benefit of the
Holders of Securities of that series for that purpose, money or U.S.
Government Obligations, or a combination thereof, with the U.S. Government
Obligations maturing as to principal and interest in such amounts and at
such times as are sufficient, without consideration of any reinvestment of
such interest, to pay principal of and interest on the Securities of that
series to maturity or redemption, as the case may be;

(2) the Company shall have delivered to the Trustee either (A) a
ruling directed to the Trustee received from the Internal Revenue Service
to the effect that the Holders of the Securities of that series will not
recognize income, gain or loss for federal income tax purposes as a result
of the Company's exercise of its option under this clause (c) and will be
subject to federal income tax on the same amount and in the same manner
and at the same times as would have been the case if such option had not
been exercised, or (B) an Opinion of Counsel to the same effect as the
ruling described in subclause (A) above accompanied by a ruling to that
effect published by the Internal Revenue Service, unless there has been a
change in the applicable federal income tax law since the date of this
Indenture such that a ruling from the Internal Revenue Service is no
longer required;

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

(4) the Company has delivered to the Trustee for that series an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in this clause (c) relating to
termination of obligations of the Company have been complied with.

The Company's obligations under Sections 2.03, 2.04, 2.05, 2.06, 2.07,
4.01 (together with its payment obligations under the Securities of that
series), 7.07, 7.08 and 8.03 shall survive until the Securities of that series
are no longer outstanding. Thereafter, and after any discharge pursuant to
clause (a) above, only the Company's obligations in Sections 7.07 and 8.03 shall
survive. If and when a ruling from the Internal Revenue Service or Opinion of
Counsel referred to in clause (c)(2) above is able to be provided specifically
without regard to, and not in reliance upon, the continuance of the Company's
obligations under Section 4.01 and its payment obligations under the Securities
of that series, then the Company's payment obligations under such Section 4.01
and the Securities of that series shall cease upon delivery to the Trustee of
such ruling or Opinion of Counsel and compliance with the other conditions
precedent provided for in clause (c) above relating to the satisfaction and
discharge of this Indenture.

After any such irrevocable deposit the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of that series and under this Indenture except for those surviving
obligations specified above.

"U.S. Government Obligations" means direct obligations of the United
---------------------------
States of America for the payment of which the full faith and credit of the
United States of America is pledged. U.S. Government Obligations shall not be
callable at the issuer's option.

Section 8.02. Application of Trust Money.
------------ --------------------------

The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01 with respect to Securities of any
series. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal and interest on the Securities of that series.

Section 8.03. Repayment to Company.
------------ --------------------

The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.

The Trustee and the Paying Agent shall pay to the Company upon written
request any money held by them for the payment of principal or interest that
remains unclaimed for two years after the date upon which such payment shall
have become due. After payment to the Company, Securityholders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person, provided, however,
that the Trustee or such Paying Agent before being required to make such
repayment may at the expense of the Company mail to each such holder a 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 mailing any unclaimed
balance of such money then remaining will be repaid to the Company.

ARTICLE 9

SUPPLEMENTS, AMENDMENTS AND WAIVERS

Section 9.01. Without Consent of Holders.
------------ --------------------------

The Company and the Trustee as to any series of Securities may supplement
or amend this Indenture or the Securities without notice to or the consent of
any Securityholder:

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

(2) to comply with Article 5;

(3) to comply with any requirements of the Commission in connection
with the qualification of this Indenture under the TIA;

(4) to provide for uncertificated Securities in addition to or in
place of certificated Securities;

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

(6) to make any change that does not adversely affect in any
material respect the interests of the Securityholders of any series; or

(7) to establish additional series of Securities as permitted by
Section 2.01.

Section 9.02. With Consent of Holders.
------------ -----------------------

Subject to Section 6.07, the Company and the Trustee as to any series of
Securities may amend this Indenture or the Securities of that series with the
written consent of the Holders of a majority in principal amount of the then
outstanding Securities of each series affected by the amendment, with each such
series voting as a separate class. The Holders of a majority in principal
amount of the then outstanding Securities of any series may also waive
compliance in a particular instance by the Company with any provision of this
Indenture with respect to that series or the Securities of that series;
provided, however, that without the consent of each Securityholder affected, an
amendment or waiver may not:

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

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

(3) reduce the principal of or change the fixed maturity of any
Security, reduce the amount of, or postpone the date fixed for redemption
or alter the conversion provisions;

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

(5) make any change in Section 6.04, 6.07 or 9.02 (this sentence);
or

(6) waive a default in the payment of the principal of, or interest
on, any Security, except to the extent otherwise provided for in Section
6.02.

An amendment or waiver under this Section which waives, changes or
eliminates any covenant or other provision of this Indenture which has expressly
been included solely for the benefit of one or more particular series of
Securities, or which modifies the rights of the Holders

of Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.

It shall not be necessary for the consent of the Holders under this
Section 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 or waiver under this Section becomes effective, the
Company shall mail to Holders of Securities of each series affected thereby a
notice briefly describing the amendment or waiver. The Company will mail
supplemental indentures to Holders upon request. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.

Section 9.03. Revocation and Effect of Consents.
------------ ---------------------------------

Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security; provided, however, that any such Holder or subsequent Holder may
revoke the consent as to his Security or portion of a Security if the Trustee
receives the notice of revocation before the date on which the amendment or
waiver becomes effective. An amendment or waiver shall become effective on
receipt by the Trustee of consents from the Holders of the requisite percentage
principal amount of the outstanding Securities of any series, and thereafter
shall bind every Holder of Securities of that series.

Section 9.04. Notation on or Exchange of Securities.
------------ -------------------------------------

If an amendment or waiver changes the terms of a Security: (a) the
Trustee may require the Holder of the Security to deliver it to the Trustee, the
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or (b) if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.

Section 9.05. Trustee to Sign Amendments, etc.
------------ --------------------------------

The Trustee shall receive an Opinion of Counsel stating that the execution
of any amendment or waiver proposed pursuant to this Article is authorized or
permitted by this Indenture. Subject to the preceding sentence, the Trustee
shall sign such amendment or waiver if the same does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.

ARTICLE 10

MISCELLANEOUS

Section 10.01. Indenture Subject to Trust Indenture Act.
------------- ----------------------------------------

This Indenture is subject to the provisions of the TIA which are required
to be part of this Indenture, and shall, to the extent applicable, be governed
by such provisions.

Section 10.02. Notices.
------------- -------

Any notice or communication is duly given if in writing and delivered in
person or sent by first-class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
addressed as follows:

If to the Company:

Thiokol Corporation
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx, Xxxx 00000
Attention: General Counsel
Fax: 000-000-0000
Phone: 000-000-0000

If to the Trustee:

Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxxx
Fax: 000-000-0000
Phone: 000-000-0000

The Company or the Trustee by notice to the other 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 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 Securityholder shall be mailed by first-
class mail to his address shown on the register kept by the Registrar. Failure
to mail a notice or communication to a Securityholder or any defect in it shall
not affect its sufficiency with respect to other Securityholders. If the
Company mails a notice or communication to Securityholders, it shall mail a copy
to the Trustee at the same time.

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.

Section 10.03. Communication By Holders With Other Holders.
------------- --------------------------------------------

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

Section 10.04. 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 stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

Section 10.05. 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 the certificate provided for
in Section 4.03) shall include:

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

(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

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

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

Section 10.06. Rules by Trustee and Agents.
-------------- ---------------------------

The Trustee as to Securities of any series may make reasonable rules for
action by or at a meeting of Holders of Securities of that series. The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.

Section 10.07. Legal Holidays.
------------- --------------

Unless otherwise provided in or pursuant to a Board Resolution or
supplemental indenture for a particular series of Securities, a "Legal Holiday"
is any day that is not a Business Day. 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 for the intervening
period.

Section 10.08. No Recourse Against Others.
------------- --------------------------

A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration of issuance of the Securities. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.

Section 10.09. Counterparts.
------------- ------------

This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

Section 10.10. Governing Law.
------------- -------------

The internal laws of the State of New York shall govern this Indenture and
the Securities, without regard to the conflict of laws provisions thereof.

Section 10.11. Severability.
------------- ------------

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

Section 10.12. Effect of Headings, Table of Contents, etc.
------------- -------------------------------------------

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

Section 10.13. Successors and Assigns.
------------- ----------------------

All covenants and agreements of the Company in this Indenture and the
Securities shall bind its successors and assigns. All agreements of the Trustee
in this Indenture shall bind its successor.

Section 10.14. No Interpretation of Other Agreements.
------------- -------------------------------------

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

SIGNATURES

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

THIOKOL CORPORATION

By /s/ Xxxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxx
Title: Treasurer

XXXXXX TRUST AND SAVINGS BANK,
as Trustee

By /s/ X. Xxxxxxxxx
---------------------------
Name: X. Xxxxxxxxx
Title: Vice President

S-1

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE........................ 1
Section 1.01. Certain Definitions............................................... 1
Section 1.02. Other Definitions................................................. 4
Section 1.03. Incorporation by Reference of Trust Indenture Act................. 4
Section 1.04. Rules of Construction............................................. 4

ARTICLE 2 THE SECURITIES.................................................... 5
Section 2.01. Unlimited In Amount, Issuable In Series, Form and Dating.......... 5
Section 2.02. Execution and Authentication...................................... 7
Section 2.03. Registrar and Paying Agent........................................ 7
Section 2.04. Paying Agent to Hold Money in Trust............................... 8
Section 2.05. Securityholder Lists.............................................. 8
Section 2.06. Transfer and Exchange............................................. 8
Section 2.07. Replacement Securities............................................ 9
Section 2.08. Outstanding Securities............................................ 9

Section 2.09. Treasury Securities............................................... 9
Section 2.10. Temporary Securities.............................................. 10
Section 2.11. Cancellation...................................................... 10
Section 2.12. Defaulted Interest................................................ 10
Section 2.13. Global Securities................................................. 10
Section 2.14. Special Record Dates.............................................. 12

ARTICLE 3 REDEMPTION........................................................ 12
Section 3.01. Notices to Trustee................................................ 12
Section 3.02. Selection of Securities to Be Redeemed............................ 12
Section 3.03. Notice of Redemption.............................................. 13
Section 3.04. Effect of Notice of Redemption.................................... 14
Section 3.05. Deposit of Redemption Price....................................... 14
Section 3.06. Securities Redeemed in Part....................................... 14

ARTICLE 4 COVENANTS......................................................... 14
Section 4.01. Payment of Securities............................................. 14
Section 4.02. Maintenance of Office or Agency................................... 14
Section 4.03. Commission Reports................................................ 15
Section 4.04. Compliance Certificate............................................ 15

Page

Section 4.05. Taxes............................................................. 16
Section 4.06. Stay, Extension and Usury Laws.................................... 16
Section 4.07. Corporate Existence............................................... 16
Section 4.08. Payments for Consent.............................................. 16

ARTICLE 5 SUCCESSORS........................................................ 17
Section 5.01. When Company May Merge, etc....................................... 17
Section 5.02. Successor Corporation Substituted................................. 17

ARTICLE 6 DEFAULTS AND REMEDIES............................................. 18
Section 6.01. Events of Default................................................. 18
Section 6.02. Acceleration...................................................... 19
Section 6.03. Other Remedies.................................................... 19
Section 6.04. Waiver of Past Defaults........................................... 20
Section 6.05. Control by Majority............................................... 20
Section 6.06. Limitation on Suits............................................... 20
Section 6.07. Rights of Holders to Receive Payment.............................. 21
Section 6.08. Collection Suit by Trustee........................................ 21
Section 6.09. Trustee May File Proofs of Claim.................................. 21
Section 6.10. Priorities........................................................ 21
Section 6.11. Undertaking for Costs............................................. 22

ARTICLE 7 TRUSTEE........................................................... 23
Section 7.02. Rights of Trustee................................................. 24
Section 7.03. Individual Rights of Trustee...................................... 24
Section 7.04. Trustee's Disclaimer.............................................. 25
Section 7.05. Notice of Defaults................................................ 25
Section 7.06. Reports by Trustee to Holders..................................... 25
Section 7.07. Compensation and Indemnity........................................ 25
Section 7.08. Replacement of Trustee............................................ 26
Section 7.09. Successor Trustee by Merger, etc.................................. 27
Section 7.10. Eligibility; Disqualification..................................... 28
Section 7.11. Preferential Collection of Claims Against Company................. 28

ARTICLE 8 DISCHARGE OF INDENTURE............................................ 28
Section 8.01. Termination of Company's Obligations.............................. 28
Section 8.02. Application of Trust Money........................................ 30
Section 8.03. Repayment to Company.............................................. 30

ARTICLE 9 SUPPLEMENTS, AMENDMENTS AND WAIVERS............................... 30
Section 9.01. Without Consent of Holders........................................ 30

Page

Section 9.02. With Consent of Holders........................................... 31
Section 9.03. Revocation and Effect of Consents................................. 32
Section 9.04. Notation on or Exchange of Securities............................. 32
Section 9.05. Trustee to Sign Amendments, etc................................... 32

ARTICLE 10 MISCELLANEOUS..................................................... 33
Section 10.01. Indenture Subject to Trust Indenture Act.......................... 33
Section 10.02. Notices........................................................... 33
Section 10.03. Communication By Holders With Other Holders....................... 34
Section 10.04. Certificate and Opinion as to Conditions Precedent................ 34
Section 10.05. Statements Required in Certificate or Opinion..................... 34
Section 10.06. Rules by Trustee and Agents....................................... 35
Section 10.07. Legal Holidays.................................................... 35
Section 10.08. No Recourse Against Others........................................ 35
Section 10.09. Counterparts...................................................... 35
Section 10.10. Governing Law..................................................... 35
Section 10.11. Severability...................................................... 35
Section 10.12. Effect of Headings, Table of Contents, etc........................ 35
Section 10.13. Successors and Assigns............................................ 36
Section 10.14. No Interpretation of Other Agreements............................. 36

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Table of Contents

THIOKOL CORPORATION, as Issuer and HARRIS TRUST AND SAVINGS BANK, as Trustee INDENTURE

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