as Issuer and

STONE CONTAINER FINANCE COMPANY OF CANADA

as Issuer

and

STONE CONTAINER CORPORATION,

as Guarantor

THE BANK OF NEW YORK,

as Trustee

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

Indenture

Dated as of August 16, 1996

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

up to $200,000,000

11-1/2% Senior Notes due 2006

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

TABLE OF CONTENTS(1)
[To be Updated]
PAGE
Parties

Recitals of the Company

ARTICLE ONE
Definitions and Other Provisions of General Application

SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1991 Indenture . . . . . . . . . . . . . . . . . . . . . . . . 2
1996 Senior Notes. . . . . . . . . . . . . . . . . . . . . . . 2
Acquiring Person . . . . . . . . . . . . . . . . . . . . . . . 2
Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . 3
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Asset Disposition. . . . . . . . . . . . . . . . . . . . . . . 3
Asset Disposition Offer. . . . . . . . . . . . . . . . . . . . 3
Asset Disposition Offer Amount . . . . . . . . . . . . . . . . 3
Asset Disposition Payment Date . . . . . . . . . . . . . . . . 3
Assumption . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . 4
Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Bankruptcy Law . . . . . . . . . . . . . . . . . . . . . . . . 4
Board of Directors . . . . . . . . . . . . . . . . . . . . . . 4
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . 4
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . 4
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . 4
Capitalized Lease Obligation . . . . . . . . . . . . . . . . . 4
Change of Control. . . . . . . . . . . . . . . . . . . . . . . 5
Change of Control Date; Change of Control Offer; Change of
Control Payment Date . . . . . . . . . . . . . . . . . . . 5
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Commodities Agreement. . . . . . . . . . . . . . . . . . . . . 5
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Company Event of Default . . . . . . . . . . . . . . . . . . . 5
Company Request; Company Order . . . . . . . . . . . . . . . . 5
Consolidated Amortization Expense. . . . . . . . . . . . . . . 5
Consolidated Cash Flow Available for Fixed Charges . . . . . . 5

(1) NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of this Indenture.

Consolidated Depreciation Expense. . . . . . . . . . . . . . . 5
Consolidated Free Cash Flow. . . . . . . . . . . . . . . . . . 6
Consolidated Income Tax Expense. . . . . . . . . . . . . . . . 6
Consolidated Interest Coverage Ratio . . . . . . . . . . . . . 6
Consolidated Interest Expense. . . . . . . . . . . . . . . . . 6
Consolidated Net Income. . . . . . . . . . . . . . . . . . . . 6
Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . 7
Continental Guaranty . . . . . . . . . . . . . . . . . . . . . 7
Continuing Director. . . . . . . . . . . . . . . . . . . . . . 7
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . 7
Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . 7
Credit Agreements. . . . . . . . . . . . . . . . . . . . . . . 8
Currency Agreement . . . . . . . . . . . . . . . . . . . . . . 8
Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . 8
Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Deficiency Amount. . . . . . . . . . . . . . . . . . . . . . . 8
Deficiency Date. . . . . . . . . . . . . . . . . . . . . . . . 8
Deficiency Offer . . . . . . . . . . . . . . . . . . . . . . . 8
Deficiency Offer Amount. . . . . . . . . . . . . . . . . . . . 8
Deficiency Payment Date. . . . . . . . . . . . . . . . . . . . 8
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dollars; $ . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Event of Default . . . . . . . . . . . . . . . . . . . . . . . 9
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . 9
First Mortgage Note Indenture. . . . . . . . . . . . . . . . . 9
First Mortgage Notes . . . . . . . . . . . . . . . . . . . . . 9
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Global Note. . . . . . . . . . . . . . . . . . . . . . . . . . 8
Global Note Holder . . . . . . . . . . . . . . . . . . . . . . 8
Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Holder; Securityholder . . . . . . . . . . . . . . . . . . . . 9
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 9
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . .10
Initial Interest Rate. . . . . . . . . . . . . . . . . . . . .10
Initial Purchaser. . . . . . . . . . . . . . . . . . . . . . .10
Institutional Accredited Investor. . . . . . . . . . . . . . .10
Interest Payment Date. . . . . . . . . . . . . . . . . . . . .10
Interest Swap Obligations. . . . . . . . . . . . . . . . . . .10
Investment Grade Date. . . . . . . . . . . . . . . . . . . . .10
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . . .11
Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Minimum Subordinated Capital Base. . . . . . . . . . . . . . .11
New Credit Agreement . . . . . . . . . . . . . . . . . . . . .11
Non-U.S. Person. . . . . . . . . . . . . . . . . . . . . . . .11
Note Purchase Agreement. . . . . . . . . . . . . . . . . . . .11
Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Officer's Certificate. . . . . . . . . . . . . . . . . . . . .12
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . .12
Ordinary Course of Business Liens. . . . . . . . . . . . . . .12
Outstanding. . . . . . . . . . . . . . . . . . . . . . . . . .13
Participant. . . . . . . . . . . . . . . . . . . . . . . . . .14
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . .14
Permitted Existing Indebtedness of an Acquired Person. . . . .14
Permitted Indebtedness . . . . . . . . . . . . . . . . . . . .14
Permitted Liens. . . . . . . . . . . . . . . . . . . . . . . .17
Permitted Refinancing Indebtedness . . . . . . . . . . . . . .19
Permitted Stone Canada Indebtedness. . . . . . . . . . . . . .20
Permitted Subordinated Indebtedness. . . . . . . . . . . . . .20
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . .00
Xxxxx of Payment . . . . . . . . . . . . . . . . . . . . . . .21
Predecessor Senior Note. . . . . . . . . . . . . . . . . . . .21
Private Placement Legend . . . . . . . . . . . . . . . . . . .20
QIB. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Rate Determination Period. . . . . . . . . . . . . . . . . . .21
Receivables. . . . . . . . . . . . . . . . . . . . . . . . . .21
Record Date. . . . . . . . . . . . . . . . . . . . . . . . . .21
Redeemable Stock . . . . . . . . . . . . . . . . . . . . . . .21
Redemption Date. . . . . . . . . . . . . . . . . . . . . . . .22
Redemption Price . . . . . . . . . . . . . . . . . . . . . . .22
Register" and "Registrar . . . . . . . . . . . . . . . . . . .22
Regulation S . . . . . . . . . . . . . . . . . . . . . . . . .21
Reset Date . . . . . . . . . . . . . . . . . . . . . . . . . .22
Reset Rate . . . . . . . . . . . . . . . . . . . . . . . . . .22
Restricted Note. . . . . . . . . . . . . . . . . . . . . . . .22
Responsible Officer. . . . . . . . . . . . . . . . . . . . . .22
Restricted Payment . . . . . . . . . . . . . . . . . . . . . .22
Restricted Subsidiary. . . . . . . . . . . . . . . . . . . . .22
Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Rule 144A. . . . . . . . . . . . . . . . . . . . . . . . . . .21
Securities Act . . . . . . . . . . . . . . . . . . . . . . . .21
Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . .22
Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . .23
Seven Year Treasury Rate . . . . . . . . . . . . . . . . . . .23
Special Record Date. . . . . . . . . . . . . . . . . . . . . .23

iii

Specified Bank Debt. . . . . . . . . . . . . . . . . . . . . .23
Stated Maturity. . . . . . . . . . . . . . . . . . . . . . . .24
Stone Canada . . . . . . . . . . . . . . . . . . . . . . . . .24
Stone Canada Group . . . . . . . . . . . . . . . . . . . . . .24
Subordinated Capital Base. . . . . . . . . . . . . . . . . . .24
Subordinated Indebtedness. . . . . . . . . . . . . . . . . . .25
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . .25
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Ten Year Treasury Rate . . . . . . . . . . . . . . . . . . . .25
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . .26
U.S. Government Obligations. . . . . . . . . . . . . . . . . .26
Unrestricted Subsidiary. . . . . . . . . . . . . . . . . . . .26
Vice President . . . . . . . . . . . . . . . . . . . . . . . .26
Wholly Owned Subsidiary. . . . . . . . . . . . . . . . . . . .26
SECTION 102. Compliance Certificates and Opinions. . . . . . . . . . . . . .26
SECTION 103. Form of Documents Delivered to Trustee. . . . . . . . . . . . .27
SECTION 104. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . .28
SECTION 105. Notices, etc., to Trustee and Company . . . . . . . . . . . . .29
SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . .29
SECTION 107. Express Incorporation of the Trust Indenture Act;
Conflict with Trust Indenture Act. . . . . . . . . . . . . .30
SECTION 108. Effect of Headings and Table of Contents. . . . . . . . . . . .30
SECTION 109. Successors and Assigns. . . . . . . . . . . . . . . . . . . . .30
SECTION 110. Separability Clause . . . . . . . . . . . . . . . . . . . . . .30
SECTION 111. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . .30
SECTION 112. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .30
SECTION 113. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . .30
SECTION 114. No Recourse Against Others. . . . . . . . . . . . . . . . . . .31
SECTION 115. Consent to Jurisdiction and Service of Process. . . . . . . . .31
SECTION 116. Incorporation by Reference to Trust Indenture Act . . . . . . .32

ARTICLE TWO
Senior Note Forms

SECTION 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . .33
SECTION 202. Form of Face of Senior Note . . . . . . . . . . . . . . . . . .34
SECTION 203. Form of Reverse of Senior Note. . . . . . . . . . . . . . . . .38
SECTION 204. Form of Trustee's Certificate of Authentication . . . . . . . .45
SECTION 205. CUSIP Number. . . . . . . . . . . . . . . . . . . . . . . . . .45

ARTICLE THREE
The Senior Notes

SECTION 301. Title and Terms . . . . . . . . . . . . . . . . . . . . . . . .45
SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . .46
SECTION 303. Execution, Authentication, Delivery and Dating. . . . . . . . .46
SECTION 304. Temporary Senior Notes. . . . . . . . . . . . . . . . . . . . .47
SECTION 305. Registration, Registration of Transfer and Exchange . . . . . .47
SECTION 306. Transfer and Exchange of Restricted Notes . . . . . . . . . . .49
SECTION 307. Mutilated, Destroyed, Lost and Stolen Senior Mortgage Notes . .53
SECTION 308. Payment of Interest; Interest Rights Preserved. . . . . . . . .54
SECTION 309. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . .55
SECTION 310. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . .55
SECTION 311. Computation of Interest . . . . . . . . . . . . . . . . . . . .55

ARTICLE FOUR
Satisfaction and Discharge

SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . .56
SECTION 402. Application of Trust Money. . . . . . . . . . . . . . . . . . .57

ARTICLE FIVE
Remedies

SECTION 501. Events of Default and Company Events of Default . . . . . . . .57
SECTION 502. Acceleration of Maturity; Rescission and Annulment. . . . . . .59
SECTION 503. Collection of Indebtedness and Suits for Enforcement
by Trustee . . . . . . . . . . . . . . . . . . . . . . . . .60
SECTION 504. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . .61
SECTION 505. Trustee May Enforce Claims Without Possession of
Senior Notes . . . . . . . . . . . . . . . . . . . . . . . .62
SECTION 506. Application of Money Collected. . . . . . . . . . . . . . . . .62
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . .62
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest . . . . . . . . . . . . . . . . . . . . . . . .63
SECTION 509. Restoration of Rights and Remedies. . . . . . . . . . . . . . .63
SECTION 510. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . .63
SECTION 511. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . .64
SECTION 512. Control by Holders. . . . . . . . . . . . . . . . . . . . . . .64
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . .64
SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . .65
SECTION 515. Waiver of Stay or Extension Laws. . . . . . . . . . . . . . . .65

ARTICLE SIX
The Trustee

SECTION 601. Certain Duties and Responsibilities of the Trustee. . . . . . .65
SECTION 602. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . .66

SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . .66
SECTION 604. Not Responsible for Recitals or Issuance of Senior Notes. . . .67
SECTION 605. May Hold Senior Notes . . . . . . . . . . . . . . . . . . . . .67
SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . .68
SECTION 607. Compensation and Reimbursement. . . . . . . . . . . . . . . . .68
SECTION 608. Disqualification; Conflicting Interests . . . . . . . . . . . .69
SECTION 609. Corporate Trustee Required; Eligibility . . . . . . . . . . . .69
SECTION 610. Resignation and Removal; Appointment of Successor . . . . . . .69
SECTION 611. Acceptance of Appointment by Successor. . . . . . . . . . . . .70
SECTION 612. Merger, Conversion, Consolidation or Succession to Business . .71
SECTION 613. Preferential Collection of Claims Against Company . . . . . . .71
SECTION 614. Appointment of Authenticating Agent . . . . . . . . . . . . . .71

ARTICLE SEVEN
Holders' Lists and Reports by the Trustee and the Issuer

SECTION 701. Issuer to Furnish Trustee Names and Addresses of Holders. . . .73
SECTION 702. Preservation of Information; Communications to Holders. . . . .73
SECTION 703. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . .74
SECTION 704. Reports by Company. . . . . . . . . . . . . . . . . . . . . . .74

ARTICLE EIGHT
Consolidation, Merger, Lease, Sale or Transfer

SECTION 801. When Company May Merge, etc . . . . . . . . . . . . . . . . . .75
SECTION 802. Senior Notes to Be Secured in Certain Events. . . . . . . . . .77
SECTION 803. Officer's Certificate; Opinion of Counsel . . . . . . . . . . .77
SECTION 804. Successor Corporation Substituted . . . . . . . . . . . . . . .77

ARTICLE NINE
Supplements to the Indenture

SECTION 901. Supplemental Indentures Without Consent of Holders. . . . . . .78
SECTION 902. Supplemental Indentures with Consent of Holders . . . . . . . .78
SECTION 903. Execution of Supplemental Indentures. . . . . . . . . . . . . .79
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . .80
SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . .80
SECTION 906. Reference in Senior Notes to Supplemental Indentures. . . . . .80

ARTICLE TEN
Covenants

SECTION 1001. Payment of Principal, Premium and Interest . . . . . . . . . .80
SECTION 1002. Maintenance of Office or Agency. . . . . . . . . . . . . . . .80
SECTION 1003. Money for Senior Notes Payments to Be Held in Trust. . . . . .81

SECTION 1004. Corporate Existence. . . . . . . . . . . . . . . . . . . . . .82
SECTION 1005. Payment of Taxes and Other Claims. . . . . . . . . . . . . . .83
SECTION 1006. Restriction on Dividends . . . . . . . . . . . . . . . . . . .83
SECTION 1007. Limitation on Future Liens and Guaranties. . . . . . . . . . .84
SECTION 1008. Limitation on Future Incurrence of Indebtedness. . . . . . . .86
SECTION 1009. Limitation on Asset Dispositions . . . . . . . . . . . . . . .86
SECTION 1010. Maintenance of Properties. . . . . . . . . . . . . . . . . . .90
SECTION 1011. Compliance Certificates. . . . . . . . . . . . . . . . . . . .91
SECTION 1012. Waiver of Stay, Extension or Usury Laws. . . . . . . . . . . .91
SECTION 1013. Change of Control. . . . . . . . . . . . . . . . . . . . . . .92
SECTION 1014. Payment of Additional Amounts. . . . . . . . . . . . . . . . .93
SECTION 1015. Waiver of Certain Covenants. . . . . . . . . . . . . . . . . .94
SECTION 1016. Certain Additional Issuer Covenants. . . . . . . . . . . . . .95

ARTICLE ELEVEN
Maintenance of Subordinated Capital Base

SECTION 1101. Maintenance of Subordinated Capital Base . . . . . . . . . . .95
SECTION 1102. Alternative Interest Rate Adjustment . . . . . . . . . . . . .97

ARTICLE TWELVE
Guaranty

SECTION 1201. Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . .98
SECTION 1202. Obligations of the Company Unconditional . . . . . . . . . . .99
SECTION 1203. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

ARTICLE THIRTEEN
Defeasance And Covenant Defeasance

SECTION 1301. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance . . . . . . . . . . . . 101
SECTION 1302. Defeasance and Discharge . . . . . . . . . . . . . . . . . . 101
SECTION 1303. Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . 102
SECTION 1305. Deposited Money and Government Obligations to be Held in
Trust; Other Miscellaneous Provisions . . . . . . . . . . 104

ARTICLE FOURTEEN
Redemption of Securities

SECTION 1401. Applicability of Article . . . . . . . . . . . . . . . . . . 104
SECTION 1401. Election to Redeem; Notice to Trustee. . . . . . . . . . . . 104
SECTION 1403. Selection by Trustee of the Senior Notes to Be Redeemed. . . 105
SECTION 1404. Notice of Redemption . . . . . . . . . . . . . . . . . . . . 105
SECTION 1405. Deposit of Redemption Price. . . . . . . . . . . . . . . . . 106

vii

SECTION 1406. Senior Notes Payable on Redemption Date. . . . . . . . . . . 106
SECTION 1407. Senior Notes Redeemed in Part. . . . . . . . . . . . . . . . 106

EXHIBIT A FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO A QIB
EXHIBIT B FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO AN
INSTITUTIONAL ACCREDITED INVESTOR
EXHIBIT C FORM OF INVESTMENT LETTER FOR INSTITUTIONAL
ACCREDITED INVESTORS
EXHIBIT D FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO
A NON-U.S. PERSON
EXHIBIT E FORM OF INVESTMENT LETTER FOR REGULATION S PURCHASERS

viii

INDENTURE, dated as of August 16, 1996, between STONE
CONTAINER FINANCE COMPANY OF CANADA (herein called the "Issuer"), an
unlimited liability company duly organized and existing under the laws of
Nova Scotia, STONE CONTAINER CORPORATION, a corporation duly constituted and
existing under the laws of the State of Delaware (herein called the
"Company"), and THE BANK OF NEW YORK, a New York banking corporation, as
Trustee (herein called the "Trustee") having its Corporate Trust office at
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

RECITALS OF THE COMPANY

The Issuer has duly authorized the creation of an issue
of its 11-1/2% Senior Notes due 2006 (the "Senior Notes") of substantially
the tenor and amount hereinafter set forth, and to provide therefor, and the
Issuer and the Company have duly authorized the execution and delivery of
this Indenture.

All things necessary to make the Senior Notes, when
executed by the Issuer and the Company and authenticated and delivered by the
Trustee hereunder and duly issued by the Issuer, the valid obligations of the
Issuer, and to make this Indenture a valid and binding agreement of the
Issuer and the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase
of the Senior Notes by the Holders (as hereinafter defined) thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

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

(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP;

(4) the word "including" (and with correlative meaning
"include") means including, without limiting the generality of, any
description preceding such term; and

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

Certain terms, used principally in Article Six, are
defined in that Article.

"11-7/8% Rating Adjustable Notes" means the Company's
11-7/8% Rating Adjustable Senior Notes issued under the 1996 Rating
Adjustable Indenture on July 24, 1996.

"1991 Indenture" means the indenture dated as of November
1, 1991 between the Company and The Bank of New York, as Trustee, as amended
and supplemented to the date hereof and, unless otherwise indicated, from
time to time after the date hereof. References herein to Indebtedness issued
under the 1991 Indenture shall include any Indebtedness issued thereunder
both before and after the date hereof.

"1994 Senior Notes" means the Company's 11-1/2% Senior
Notes due 2004 issued on October 12, 1994.

"1994 Senior Notes Indenture" means the indenture dated
as of October 12, 1994 between the Company and the Bank of New York, as
Trustee, with respect to the 1994 Senior Notes, as amended and supplemented
from time to time.

"1996 Rating Adjustable Indenture" means the indenture
dated as of July 24, 1996 between the Company and The Bank of New York, as
Trustee, as amended and supplemented to the date hereof, including the First
Supplemental Indenture thereto dated as of July 24, 1996, and, unless
otherwise indicated, from time to time after the date hereof. References
herein to Indebtedness issued under the 1996 Rating Adjustable Indenture
shall include any Indebtedness issued thereunder both before and after the
date hereof.

"Acquiring Person" means any Person or group (as defined
in Section 13(d)(3) of the Exchange Act) who or which, together with all
affiliates and associates (as defined in Rule 12b-2 under the Exchange Act),
becomes the beneficial owner of shares of common stock of the Company having
more than 50% of the total number of votes that may be cast for the election
of directors of the Company; PROVIDED, HOWEVER, that an Acquiring Person
shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii)
any employee benefit plan of the Company or any Subsidiary of the Company or
any entity holding common stock of the Company for or pursuant to the terms
of any such plan, (iv) any descendant of Xxxxxx Xxxxx or the spouse of any
such descendant, the estate of any such descendant or the spouse of any such
descendant, any trust or other arrangement for the benefit of any such
descendant or the spouse of any such descendant or any charitable
organization established by any such descendant or the spouse of any such
descendant (collectively, the "Stone Family"), or (v) any group which
includes any member or members of the Stone Family and a majority of the
common stock of the Company held by such group is beneficially owned by such
member or members. Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of common stock by the
Company which, by reducing the number of shares outstanding, increases the
proportionate

number of shares beneficially owned by such Person to more than 50% or more of
the common stock of the Company then outstanding; PROVIDED, HOWEVER, that if a
Person shall become the beneficial owner of more than 50% or more of the common
stock of the Company then outstanding by reason of share purchases by the
Company and shall, after such share purchases by the Company, become the
beneficial owner of any additional shares of common stock of the Company, then
such Person shall be deemed to be an "Acquiring Person."

"Act", when used with respect to any Holder, has the
meaning specified in Section 104.

"Additional Amounts" has the meaning specified in Section
1014.

"Affiliate" of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Asset Disposition" means any sale, transfer,
sale-leaseback or other disposition of (i) shares of Capital Stock of a
Restricted Subsidiary (other than directors' qualifying shares) or (ii)
property or assets of the Company or any Restricted Subsidiary (other than a
sale, transfer, sale-leaseback or other disposition of Receivables and other
assets or property described in clause (vi) of the definition of Permitted
Liens pursuant to a Receivables sale constituting Indebtedness pursuant to
clause (ii) of the definition thereof); PROVIDED, HOWEVER, that an Asset
Disposition shall not include any sale, transfer, sale-leaseback or other
disposition (a) of Collateral (as defined in the First Mortgage Note
Indenture while the First Mortgage Notes are outstanding), (b) of the shares,
property or assets referred to in clause (i) and (ii) by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary or by the
Company to a Restricted Subsidiary, (c) of defaulted Receivables for
collection or (d) in the ordinary course of business, but shall include any
sale, transfer, sale-leaseback or other disposition by the Company or a
Restricted Subsidiary to an Unrestricted Subsidiary of the shares, property
or assets referred to in clauses (i) and (ii). The designation by the
Company of a Subsidiary of the Company as an "Unrestricted Subsidiary" shall
constitute an Asset Disposition of such Subsidiary's property and assets net
of its liabilities, unless the transfer of property and assets to such
Subsidiary has previously constituted an Asset Disposition.

"Asset Disposition Offer" shall have the meaning provided
in Section 1009(c).

"Asset Disposition Offer Amount" shall have the meaning
provided in Section 1009(a).

"Asset Disposition Payment Date" shall have the meaning
provided in Section 1009(c).

"Assumption" means the assumption by the Company of all
of the rights and obligations of the Issuer under the Indenture and the Notes
and any related documents in accordance with Section 901(7), whether arising
before or after such assumption, which assumption shall not release the
Guaranty with respect to matters arising prior to such assumption.

"Authenticating Agent" means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Senior Notes.

"Authority" means any federal, state, municipal or local
government or quasi-governmental agency or authority.

"Bankruptcy Law" means Title 11, U.S., Code Companies'
Creditors Arrangement Act (Canada), Bankruptcy and Insolvency Act (Canada) or
Winding-Up Act (Canada) or any similar federal, state or provincial law for
the relief of debtors.

"Board of Directors" means the board of directors of the
Issuer or the Company as the case may be; PROVIDED, HOWEVER, that when the
context refers to actions or resolutions of the Board of Directors, then the
term "Board of Directors" shall also mean any duly authorized committee of
the Board of Directors of the Issuer or the Company, as the case may be, or
Officer authorized to act with respect to any particular matter to exercise
the power of the Board of Directors of the Issuer or the Company as the case
may be.

"Board Resolution" means a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Issuer or the Company, as
the case may be, to have been duly adopted by the relevant Board of Directors
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.

"Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are
authorized or obligated by law or regulation to close.

"Capital Stock" means, with respect to any Person, any
and all shares, interests, participations, warrants, rights, options or other
equivalents (however designated) of capital stock or any other equity
interest of such Person, including each class of common stock and preferred
stock.

"Capitalized Lease Obligation" means, in respect of any
Person, an obligation to pay rent or other amounts under a lease that is
required to be capitalized for financial reporting purposes in accordance
with GAAP, and the amount of Indebtedness represented by such obligation
shall be the capitalized amount of such obligation determined in accordance
with such principles.

"Certificated Notes" shall have the meaning provided in
Section 201(c).

"Change of Control" means any event by which (i) an
Acquiring Person has become such or (ii) Continuing Directors cease to
comprise a majority of the members of the Board of Directors of the Company.

"Change of Control Date", "Change of Control Offer" and
"Change of Control Payment Date" shall have the respective meanings provided
in Section 1013.

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

"Commodities Agreement" of any Person means any forward
contract, option or futures contract or similar agreement or arrangement
designed to protect such Person or any of its Subsidiaries from fluctuations
in the price of, or shortage of supply of, commodities.

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

"Company Event of Default" shall have the meaning
specified in Section 501(b).

"Company Request" or "Company Order" means a written
request or order signed in the name of the Issuer or the Company, as the case
may be, by its Chairman of the Board, its President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Controller, an Assistant
Controller, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

"Consolidated Amortization Expense" means, for any
period, the amortization expense of the Company and its Restricted
Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.

"Consolidated Cash Flow Available for Fixed Charges"
means, for any period, (a) the sum of the amounts for such period of (i)
Consolidated Net Income, (ii) Consolidated Interest Expense, (iii)
Consolidated Income Tax Expense, (iv) Consolidated Depreciation Expense, (v)
Consolidated Amortization Expense and (vi) other non-cash items reducing
Consolidated Net Income, MINUS (b) non-cash items increasing Consolidated Net
Income, all as determined on a consolidated basis for the Company and its
Restricted Subsidiaries in accordance with GAAP.

"Consolidated Depreciation Expense" means, for any
period, the depreciation expense of the Company and its Restricted
Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.

"Consolidated Free Cash Flow" means, for any period, (a)
the sum of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Depreciation Expense and (iii) Consolidated Amortization
Expense, MINUS (b) the sum of (i) Restricted Payments during such

period, (ii) net reduction during such period in Indebtedness of the Company
and its Restricted Subsidiaries (other than as a result of (A) Asset
Dispositions or (B) Collateral Asset Dispositions or Collateral Loss Events
(as such terms are defined in the First Mortgage Note Indenture)) and (iii)
the excess (but not the deficit) of capital expenditures of the Company and
its Restricted Subsidiaries for such period not financed pursuant to clause
(vi) of the definition of Permitted Indebtedness over Consolidated
Depreciation Expense.

"Consolidated Income Tax Expense" means, for any period,
the aggregate of the income tax expense of the Company and its Restricted
Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.

"Consolidated Interest Coverage Ratio" means, for any
period, the ratio of (i) Consolidated Cash Flow Available for Fixed Charges
to (ii) Consolidated Interest Expense.

"Consolidated Interest Expense" means, for any period,
the interest expense (including the interest component of all Capitalized
Lease Obligations and the earned discount or yield with respect to a
Receivables sale constituting Indebtedness) of the Company and its Restricted
Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP; PROVIDED, HOWEVER, that, with respect to revolving
credit, revolving Receivables purchases or other similar arrangements, the
interest expense in respect thereof for any period shall be the PRO FORMA
interest expense attributable to all amounts committed during such period
under such revolving credit, revolving Receivables purchases or other similar
arrangements, whether or not such amounts were actually outstanding during
such period, in accordance with the terms thereof, in each case on a
consolidated basis in accordance with GAAP.

"Consolidated Net Income" means, for any period, the net
income (or loss) of the Company and its Restricted Subsidiaries on a
consolidated basis for such period taken as a single accounting period,
determined in accordance with GAAP; PROVIDED, HOWEVER, that: (a) there shall
be excluded therefrom (i) the net income (or loss) of any Person (other than
the Company) which is not a Restricted Subsidiary, EXCEPT to the extent of
the amounts of dividends or other distributions actually paid in cash or
tangible property or tangible assets (such property or assets to be valued at
their fair market value net of any obligations secured thereby) to the
Company or any of its Restricted Subsidiaries by such Person during such
period, (ii) EXCEPT to the extent includable pursuant to the foregoing clause
(i), the net income (or loss) of any Person accrued prior to the date it
becomes a Restricted Subsidiary or is merged into or consolidated with the
Company or any of its Restricted Subsidiaries or that Person's property or
assets are acquired by the Company or any of its Restricted Subsidiaries,
(iii) the net income of any Restricted Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary and (iv) the excess (but not the deficit), if any, of
(x) any gain which must be treated as an extraordinary item under GAAP or any
gain realized upon the sale or other disposition of any asset that is not
sold in the ordinary course of business or of any Capital Stock of a
Restricted Subsidiary over (y) any loss which must be treated as an

extraordinary item under GAAP or any loss realized upon the sale or other
disposition of any asset that is not sold in the ordinary course of business
or of any Capital Stock of a Restricted Subsidiary; and (b) there shall be
included therein the amount of cash realized by the Company or any of its
Restricted Subsidiaries during such period on account of dividends or other
distributions theretofore paid in other than cash or tangible property or
tangible assets by a Person which is not a Restricted Subsidiary.

"Consolidated Net Worth" means the amount which at any
date of determination, in conformity with GAAP consistently applied, would be
set forth under the caption "stockholders' equity" (or any like caption) on a
consolidated balance sheet of the Company and its Restricted Subsidiaries,
exclusive of amounts attributable to Redeemable Stock (at such time as no
Indebtedness is outstanding under the 1991 Indenture, excluding the effects
of foreign currency translation adjustments). If the Company has changed one
or more of the accounting principles used in the preparation of its financial
statements because of a change mandated by the Financial Accounting Standards
Board or its successor, then Consolidated Net Worth shall mean the
Consolidated Net Worth the Company would have had if the Company had
continued to use those generally accepted accounting principles employed on
November 1, 1991.

"Continental Guaranty" means the Guaranty dated as of
October 7, 1983 between The Continental Group, Inc. and the Company, as
amended from time to time.

"Continuing Director" means any member of the Board of
Directors, while such person is a member of such Board of Directors of the
Company, who is not an Acquiring Person, or an Affiliate or associate of an
Acquiring Person or a representative of an Acquiring Person or of any such
Affiliate or associate and who (a) was a member of such Board of Directors
prior to November 1, 1991, or (b) subsequently became or becomes a member of
such Board of Directors and whose nomination for election or election to such
Board of Directors was or is recommended or approved by resolution of a
majority of the Continuing Directors or who was or is included as a nominee
in a proxy statement of the Company distributed when a majority of such Board
of Directors consists of Continuing Directors.

"Corporate Trust Office" means the office of the Trustee
at which at any particular time its corporate trust business shall be
principally administered, which office at the date hereof is located at 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.

"Corporation" includes corporations, associations,
companies, business trusts and limited partnerships.

"Covenant Defeasance" has the meaning specified in
Section 1303.

"Credit Agreements" means (i) the credit agreement, dated
as of March 1, 1989, by and among the Company, the financial institutions
signatory thereto, Bankers Trust Company, as agent for such financial
institutions, and Citibank, N.A., Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company) and The First National Bank of Chicago,
as co-agents for such financial institutions, as amended, modified,
refinanced (including, without

limitation, by the New Credit Agreement) or extended from time to time, (ii)
the credit agreement, dated as of March 1, 1989, by and among Stone Canada,
the financial institutions signatory thereto, Bankers Trust Company, as agent
for such financial institutions, and Citibank, N.A., Chemical Bank (as
successor by merger to Manufacturers Hanover Trust Company) and The First
National Bank of Chicago, as co-agents for such financial institutions, as
amended, modified, refinanced (including, without limitation, by the New
Credit Agreement) or extended from time to time and (iii) the revolving
credit agreement, dated as of March 1, 1989, by and among Stone Canada, the
financial institutions signatory thereto, BT Bank of Canada, as
administrative agent, The Bank of Nova Scotia, as payment agent, and Bankers
Trust Company, as collateral agent, as amended, modified, refinanced
(including, without limitation, by the New Credit Agreement) or extended from
time to time.

"Currency Agreement" of any Person means any foreign
exchange contract, currency swap agreement, forward currency contract, option
or futures contract or other similar agreement or arrangement, and any
renewal or extension thereof, designed to protect such Person or any of its
Subsidiaries against fluctuations in currency values.

"Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

"Default" means any event which is, or after notice or
passage or time or both would be, an Event of Default or a Company Event of
Default, as the case may be.

"Defaulted Interest" has the meaning specified in Section
308.

"Defeasance" has the meaning specified in Section 1302.

"Deficiency Amount" shall have the meaning provided in
Section 1009(b).

"Deficiency Date" shall have the meaning provided in
Section 1101(a).

"Deficiency Offer" shall have the meaning provided in
Section 1101(a).

"Deficiency Offer Amount" shall have the meaning provided
in Section 1101(a).

"Deficiency Payment Date" shall have the meaning provided
in Section 1101(c)(2).

"Depositary" means The Depositary Trust Company, as
depositary for the Global Notes, and its successors and assigns.

"Dollars" and "$" means lawful money of the United States
of America.

"Event of Default" has the meaning specified in Section
501(a).

"Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, and the rules and regulations promulgated
thereunder.

"First Mortgage Note Indenture" means the indenture dated
as of October 12, 1994 between the Company and Norwest Bank Minnesota,
National Association, as Trustee, with respect to the Company's 10-3/4% First
Mortgage Notes due 2002 as amended and supplemented from time to time.

"First Mortgage Notes" mean the Company's 10-3/4% First
Mortgage Notes due 2002, issued on October 12, 1994.

"GAAP" means generally accepted accounting principles, as
in effect as of November 1, 1991 in the United States of America, 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 is approved by a significant segment of
the accounting profession.

"Global Note" shall have the meaning provided in Section
201(b).

"Global Note Holder" shall have the meaning specified in
Section 201(b).

"Guaranty" has the meaning specified in Section 1201.

"Holder" or "Securityholder" means a Person in whose name
a Senior Note is registered in the Register.

"Indebtedness" means (without duplication), with respect
to any Person, (i) any obligation of such Person to pay the principal of,
premium, if any, interest on, penalties, reimbursement or indemnification
amounts, fees, expenses or other amounts relating to any indebtedness, and
any other liability, contingent or otherwise, of such Person (A) for borrowed
money or the deferred purchase price of property or services (excluding trade
payables and payables, indebtedness, obligations and other liabilities of the
Company to any Restricted Subsidiary or of any Restricted Subsidiary to the
Company or to any other Restricted Subsidiary), whether or not the recourse
of the lender is to the whole of the assets of such Person or only to a
portion thereof; (B) for any letter of credit for the account of such Person
supporting other obligations of such Person described in this definition; or
(C) for the payment of money relating to a Capitalized Lease Obligation; (ii)
the unrecovered investment of a purchaser (other than the Company or any of
its Restricted Subsidiaries) of such Person's Receivables pursuant to a
Receivables purchase facility or otherwise (whether or not characterized as a
sale of such Receivables or a secured loan, but excluding any disposition of
Receivables in connection with a disposition of fixed assets or a business of
such Person and any disposition of defaulted Receivables for collection),
together with any obligation of such Person to pay any discount, interest,
fees, indemnification amounts, penalties, recourse on account of the
uncollectability of Receivables, expenses or other amounts in connection
therewith; (iii) any obligation of another Person (other than a Restricted
Subsidiary of such Person) of the kind described in the preceding clause (i)
or (ii), which the Person has guaranteed or which is otherwise its legal
liability; (iv) any obligation of another Person (other than a Restricted
Subsidiary of such Person) of the kind

described in the preceding clause (i) or (ii) secured by a Lien to which the
property or assets of such Person are subject, whether or not the obligation
secured thereby shall have been assumed by or shall otherwise be such
Person's legal liability; and (v) any renewals, extensions or refundings of
any of the foregoing described in any of the preceding clauses (i), (ii),
(iii) and (iv). The "amount" or "principal amount" of Indebtedness of any
Person at any date, as used herein, shall be the outstanding principal amount
at such date of all unconditional Indebtedness, the maximum principal amount
of any contingent Indebtedness or the unrecovered purchaser's investment in a
sale of Receivables, in each case at such date and without taking into
account any premium, interest, penalties, reimbursement or indemnification
amounts, fees, expenses or other amounts (other than principal or unrecovered
purchaser's investment) in respect thereof; PROVIDED, HOWEVER, that (y) with
respect to Indebtedness described in clause (iv) above, the amount of
Indebtedness shall be the lesser of (a) the amount of the Indebtedness of
such other Person that is secured by the property or assets of such Person
and (b) the fair market value of the property or assets securing such
Indebtedness, and (z) with respect to revolving credit, revolving Receivables
purchases or other similar arrangements, the amount of Indebtedness
thereunder shall be the amounts of such commitments as of the date of
determination.

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

"Initial Interest Rate", when used with respect to any
Senior Note, means the initial rate of interest to be borne by such Senior
Note as stated on the face thereof.

"Initial Purchaser" means Salomon Brothers Inc, in its
capacity as Initial Purchaser under the Note Purchase Agreement.

"Institutional Accredited Investor" means an
institutional "accredited investor," as defined in Rule 501(A)(1), (2), (3)
or (7) under the Securities Act, other than QIBs.

"Interest Payment Date" means the Stated Maturity of an
installment of interest on any Senior Note.

"Interest Swap Obligations" of any Person means the
obligations of such Person pursuant to any interest rate swap agreement,
interest rate collar agreement, forward rate agreement, interest rate cap
insurance, option or futures contract or other similar agreement or
arrangement, and any renewal or extension thereof, designed to protect such
Person or any of its Subsidiaries against fluctuations in interest rates or
to permit the exchange of fixed rate obligations of such Person for floating
rate obligations and entered into in the ordinary course of financial
management of the Company and not for speculative purposes.

"Investment Grade Date" shall mean any day on which the
Notes are assigned a rating of either (i) Baa3 or higher by Xxxxx'x Investors
Service, Inc., or (ii) BBB- or higher by Standard & Poor's Corporation.

"Issue Date" means August 16, 1996.

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

"Lien" means any mortgage, pledge, security interest,
adverse claim (as defined in Section 8.302(2) of the New York Uniform
Commercial Code), encumbrance, lien or charge of any kind (including any
conditional sale or other title retention agreement or lease in the nature
thereof, any filing or agreement to file a financing statement as debtor
under the Uniform Commercial Code or any similar statute other than to
reflect ownership by a third party of property leased to the Company or any
of its Subsidiaries under a lease which is not in the nature of a conditional
sale or title retention agreement).

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

"Minimum Subordinated Capital Base" shall have the
meaning provided in Section 1101(a).

"New Credit Agreement" means the credit agreement, dated
as of October 12, 1994 and amended and restated as of March 22, 1996, by and
among the Company, the financial institutions signatory thereto and Bankers
Trust Company, as agent for such financial institutions, as amended,
modified, refinanced or extended from time to time.

"Non-U.S. Person" means any Person who is not a "U.S.
Person," as defined in Rule 902(o) under the Securities Act.

"Note Purchase Agreement" means the Purchase Agreement
dated as of August 9, 1996 relating to the Senior Notes among the Issuer, the
Company and the Initial Purchaser, as amended.

"Officer" means the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant Treasurer or the Secretary
of the Issuer or the Company, as the case may be.

"Officer's Certificate" means a certificate signed by an
Officer and delivered to the Trustee that shall comply with Sections 102 and
103.

"Opinion of Counsel" means a written opinion of counsel,
who may be an employee of or counsel for the Issuer or the Company, and who
shall be reasonably acceptable to the Trustee.

"Ordinary Course of Business Liens" means, with respect
to any Person,

(i) Liens for taxes, assessments, governmental charges,
levies or claims not yet delinquent or being contested in good faith;

(ii) statutory Liens of landlords, carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen or other like
Liens arising in the ordinary course of business (including the construction
of facilities) or deposits to obtain the release of such Liens;

(iii) Liens in connection with workers' compensation,
unemployment insurance and other similar legislation;

(iv) zoning restrictions, licenses, easements,
rights-of-way and other similar charges or encumbrances or restrictions not
interfering in any material respect with the business of such Person or any
of its Subsidiaries;

1. Liens securing such Person's obligations with respect to
commercial letters of credit;

2. Liens to secure public or statutory obligations of such Person;

3. judgment and attachment Liens against such Person not giving
rise to a Default under the Senior Notes or Liens created by or
existing from any litigation or legal proceeding against such
Person which is currently being contested in good faith by such
Person in appropriate proceedings;

4. leases or subleases granted to other Persons or existing on
property acquired by such Persons;

5. Liens encumbering property or assets of such Person under
construction arising from progress or partial payments;

6. Liens encumbering customary initial deposits and margin accounts and
other Liens securing obligations arising out of Interest Swap
Obligations, Currency Agreements and Commodities Agreements, in each
case of the type typically securing such obligations; provided,
however, that if such Interest Swap Obligations, Currency Agreements
and Commodities Agreements relate to Indebtedness not incurred in
violation of this Indenture, such Lien may also cover the property
and assets securing the Indebtedness to which such Interest Swap
Obligations, Currency Agreements and Commodities Agreements relate;

7. Liens encumbering deposits made to secure obligations arising from
public, statutory, regulatory, contractual or warranty requirements
or obligations of such Person or its Subsidiaries (not constituting
Indebtedness);

8. Liens arising from filing UCC financing statements regarding leases or
consignments;

9. purchase money Liens securing payables (not constituting Indebtedness)
arising from the purchase by such Person or any of its Affiliates of
any equipment or goods in the ordinary course of business;

10. Liens arising out of consignment or similar arrangements for the sale
of goods entered into by such Person or any of its Subsidiaries in the
ordinary course of business;

11. Liens in the ordinary course of business granted by such Person to
secure the performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, government contracts, or progress
payments, performance and return-of-money bonds and other similar
obligations (not constituting Indebtedness);

12. Liens in favor of collecting banks constituting a right of set-off,
revocation, refund or chargeback with respect to money or instruments
of the Company or any Subsidiary on deposit with or in the possession
of such bank; and

13. Liens in favor of customs and revenue authorities.

"Outstanding" means, as of the date of determination, all
Senior Notes theretofore authenticated and delivered under this Indenture,
EXCEPT:

(i)Senior Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

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

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

(iv)Senior Notes which have been defeased pursuant to Section
1302; provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Senior Notes have given any
request, demand, authorization, direction, notice,

consent or waiver hereunder, Senior Notes owned by the Issuer, the Company or
any other obligor upon the Senior Notes or any Affiliate of the Issuer, or
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Senior Notes which the Trustee knows to be so owned
shall be so disregarded. Senior Notes so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Senior Notes and that the pledgee is not the Issuer or the Company or any other
obligor upon the Senior Notes or any Affiliate of the Issuer or the Company or
of such other obligor.

"Participant" shall have the meaning provided in Section 201(b).

"Paying Agent" means any Person authorized by the Issuer to
pay the principal of (and premium, if any) or interest on any Senior Note on
behalf of the Company. The Issuer or the Company may act as Paying Agent
with respect to any Senior Note issued hereunder.

"Permitted Existing Indebtedness of an Acquired Person" means
Indebtedness of any Person (which may be assumed or guaranteed by, or may
otherwise become the legal liability of, the Company or any Restricted
Subsidiary with or into which such Person is merged or consolidated) existing
at the time such Person becomes a Restricted Subsidiary, or is merged with or
into or consolidated with the Company or one of its Restricted Subsidiaries,
so long as such Indebtedness was not created in anticipation of or as a
result of such Person becoming a Restricted Subsidiary or of such merger or
consolidation, and any Indebtedness to the extent exchanged for, or the net
proceeds of which are used to refinance, redeem or defease, such Indebtedness
(or any extension, renewal or refinancing thereof), or to finance any costs
incurred in connection with such exchange, refinancing, redemption or
defeasance; PROVIDED, HOWEVER, that the proceeds of such Indebtedness shall
be used to so refinance, redeem or defease the Indebtedness within 12 months
of the incurrence of such subsequent Indebtedness.

"Permitted Indebtedness" means (i)(a) any Indebtedness in a
principal amount not exceeding the principal amount outstanding or committed
under the Credit Agreements (including any letter of credit facility
thereunder) as of November 1, 1991 PLUS two hundred fifty million dollars
($250,000,000), and LESS the sum of (x) proceeds from the sale of all
Indebtedness under the 1991 Indenture issued from time to time that are
applied to repay Indebtedness under the Credit Agreements and (y) the
proceeds from the sale of the First Mortgage Notes, the 1994 Senior Notes,
the Senior Notes and the 11-7/8% Rating Adjustable Notes; (b) any
Indebtedness in a principal amount not exceeding 80% of the aggregate face
amount of Receivables of the Company and its Restricted Subsidiaries
(measured as of the latest date as of which information regarding Receivables
is available) and constituting Indebtedness described in clause (ii) of the
definition of Indebtedness or outstanding pursuant to any other revolving
credit facility; (c) any Indebtedness under the 1991 Indenture issued prior
to the date hereof the proceeds of which have been used to repay Indebtedness
under the Credit Agreements within five Business Days after such issuance
(and any subsequent Indebtedness the proceeds of which are used to refinance
such

Indebtedness) and (d) the First Mortgage Notes, the 1994 Senior Notes, the
Senior Notes and the 11-7/8% Rating Adjustable Notes (and any subsequent
Indebtedness the proceeds of which are used to refinance such Indebtedness);
PROVIDED, HOWEVER, that:

(1)the aggregate principal amount permitted to be outstanding
under clause (a) shall be reduced by the aggregate amount of any repayments
or prepayments of any Senior Indebtedness (other than the Senior Notes, First
Mortgage Notes, the 1994 Senior Notes and Indebtedness issued under the 1991
Indenture or the 1996 Rating Adjustable Indenture) out of the proceeds of
Asset Dispositions as described in and required by Section 1009 hereof after
November 1, 1991, and, thereafter, shall be increased if, at the end of the
fourth consecutive complete fiscal quarter after the initial reduction
pursuant to this clause (1) or at any anniversary of the end of such fourth
fiscal quarter, the Consolidated Free Cash Flow of the Company for the
preceding four quarters has been zero or greater, in which event the amount
of the increase shall be the amount by which the consolidated capital
expenditures of the Company and its Restricted Subsidiaries not financed by
Indebtedness referred to in clause (vi) of this definition during such
four-quarter period exceeds Consolidated Depreciation Expense for such period
(provided any such increase shall be made only to the extent all such
reductions occurring prior to the four fiscal quarters for which such
calculation of Consolidated Free Cash Flow has been made exceed all prior
increases pursuant to this clause (1));

(2)(A) the aggregate amount permitted to be incurred under
clause (a) shall be reduced by the principal amount outstanding under the New
Credit Agreement on the date hereof net of subsequent reductions thereof, and
(B) the aggregate amount permitted to be incurred under clause (b) shall be
reduced by the principal amounts outstanding under the Master Trust Indenture
and Security Agreement among the Company, Stone Receivables Corporation,
Marine Midland Bank, as Trustee, and Bankers Trust Company, as Administrative
Agent (the "SRC Master Trust Indenture");

(3)the Permitted Indebtedness contemplated by this clause (i)
may be incurred by the Company and, in the case of Permitted Indebtedness
constituting Indebtedness under clause (ii) of the definition of
Indebtedness, by the Company or any Restricted Subsidiary; and

(4)any Restricted Subsidiary in the Stone Canada Group may
incur, assume or guarantee any Indebtedness under clauses(i)(a) and (i)(b)
above under any revolving credit facilities of Restricted Subsidiaries in the
Stone Canada Group entered into pursuant to this clause (i), for which the
aggregate amount committed thereunder does not exceed two hundred million
dollars ($200,000,000), to finance the working capital of Restricted
Subsidiaries in the Stone Canada Group;

(i)Permitted Subordinated Indebtedness;

(ii)Permitted Refinancing Indebtedness;

(iii)Permitted Stone Canada Indebtedness;

(iv)Permitted Existing Indebtedness of an Acquired Person;

(v)Indebtedness incurred for the purpose of acquiring Capital
Stock of another Person, or assets comprising a business or line of business
or intangible assets or acquiring, constructing or improving fixed assets, in
each case related primarily to, or used in connection with, the paper or
forest products businesses and which (a) constitutes all or a portion of (but
not more than) the purchase price of such Capital Stock or assets (such
purchase price including any Indebtedness assumed or repaid in connection
with such purchase) or the cost of construction or improvement of such assets
(together with any transaction costs relating to such purchase, construction
or improvement), (b) is incurred prior to, at the time of or within 270 days
after the acquisition, construction or improvement of such assets for the
purpose of financing the purchase price of such Capital Stock or assets or
the cost of construction or improvement thereof (together with any
transaction costs relating to such purchase, construction or improvement) and
(c) is the direct or guaranteed obligation of any of (1) the Company, (2) a
Restricted Subsidiary formed for the purpose of acquiring such Capital Stock
or assets (and having no other material assets other than assets to be used
for such acquisition), (3) any Person comprised within the acquired assets or
(4) in the case of the construction or improvement of fixed assets, the
Restricted Subsidiary which will own such assets, or any extension, renewal
or refinancing of such Indebtedness; provided, however, that the amount so
extended, renewed or refinanced shall not exceed the principal amount
outstanding on the date of such extension, renewal or refinancing, plus costs
incurred in connection with any such extension, renewal or refinancing (it
being understood that any fixed assets included within capital expenditures
which increased Indebtedness permitted under clause (i) of the definition of
Permitted Indebtedness pursuant to clause (1) to the proviso to such clause
may not be financed pursuant to this clause (vi));

(vi)Indebtedness in an aggregate principal amount not to
exceed three hundred million dollars ($300,000,000) at any one time
outstanding; PROVIDED, HOWEVER, that no Restricted Subsidiary may incur
Indebtedness under this clause (vii) to the extent that after the incurrence
of such Indebtedness the sum (without duplication) of (x) all Indebtedness of
Restricted Subsidiaries incurred under this clause (vii), plus (y)
Indebtedness and other obligations then secured pursuant to clause (xii) of
the definition of Permitted Liens, plus (z) the amount of Indebtedness that
was not incurred pursuant to clause (i)(b) of this definition and is secured
pursuant to clause (vi) of the definition of Permitted Liens shall not exceed
three hundred million dollars ($300,000,000);

(vii)Indebtedness of the Company in an aggregate principal
amount not to exceed two hundred fifty million dollars ($250,000,000) at any
one time outstanding;

(viii)any Interest Swap Obligation, Currency Agreement or
Commodities Agreement relating to Indebtedness that was not incurred in
violation of the terms of this Indenture; and

(ix)Indebtedness to finance an increase in the working capital
of any Person or Persons that (a) are organized under the laws of a
jurisdiction other than the United States or any subdivision thereof and (b)
became Restricted Subsidiaries after November 1, 1991; provided, however,
that Indebtedness pursuant to this clause (x) is the obligation of the
Company or such Person or

Persons.

"Permitted Liens" means, with respect to any Person,

(i)Ordinary Course of Business Liens;

(ii)Liens upon property or assets acquired or constructed by
such Person or any Affiliate of such Person after November 1, 1991 or
constituting improvements after November 1, 1991 to property or assets;
PROVIDED, HOWEVER, that (a) any such Lien is created solely for the purpose
of securing Indebtedness representing, or incurred to finance or refinance,
the purchase price (such purchase price including any Indebtedness assumed or
repaid in connection with such purchase) or cost of construction of the
property or assets subject thereto or of such improvement, (b) the principal
amount of the Indebtedness secured by such Lien does not exceed 100% of such
purchase price or cost (together with any transaction costs relating to such
purchase, construction or improvement), (c) such Lien does not extend to or
cover any other property or assets other than such property, assets,
improvement and any other improvements thereon (or, in the case of any
construction or improvement, any substantially unimproved real property on
which the property is constructed or the improvement is located) and (d) the
occurrence of such Indebtedness is permitted by clause (vi) of the definition
of Permitted Indebtedness;

(iii)Liens securing obligations with respect to letters of
credit (other than commercial letters of credit) to the extent the
obligations supported by such letters of credit may be secured without
violating Section 1007 hereof;

(iv)Liens covering property subject to any Capitalized Lease
Obligation or other lease which was not entered into in violation of this
Indenture securing the interest of the lessor or other Person under such
Capitalized Lease Obligation or other lease;

(v)Liens securing obligations to a trustee pursuant to the
compensation and indemnity provisions of any indenture (including this
Indenture) and Liens securing obligations to a trustee or agent with respect
to collateral for any Indebtedness;

(vi)Liens created in connection with a disposition of
Receivables (whether or not characterized as a sale of such Receivables or a
secured loan) not prohibited by this Indenture on (a) such Receivables, (b)
collateral securing such Receivables, (c) goods or services, the sale, lease
or furnishing of which gave rise to such Receivables, (d) books and records
relating to such Receivables, (e) agreements or arrangements supporting or
securing such Receivables and (f) incidental property and assets relating to
any of the foregoing; PROVIDED, HOWEVER, that the aggregate amount at any
time of Indebtedness that is secured pursuant to this clause (vi) and was not
incurred pursuant to clause (i)(b) of the definition of Permitted
Indebtedness, shall at no time exceed (x) three hundred million dollars
($300,000,000) LESS (y) the sum of Indebtedness and other obligations then
secured pursuant to clause (xii) of this definition PLUS the then outstanding
principal amount of Indebtedness of Restricted Subsidiaries incurred under
clause (vii) of the definition of Permitted Indebtedness (and not secured
pursuant to this clause (vi) or such clause (xii));

(vii)Liens upon property or assets of the Company created in
substitution and exchange for a Permitted Lien upon other property or assets
of the Company or any of its Subsidiaries and Liens upon property or assets
of any Subsidiaries of the Company created in substitution and exchange for a
Permitted Lien upon other property or assets of any Subsidiaries of the
Company; PROVIDED, HOWEVER, that (a) such Permitted Lien is released
contemporaneously with the creation of the Lien in substitution therefor, (b)
the fair market value of the property or assets with respect to the Lien so
released is substantially the same as the fair market value of the property
or assets subject to the Lien created in substitution therefor and (c) no
Lien may be placed on property or assets of the Company or a Restricted
Subsidiary in substitution and exchange for a Lien upon property or assets of
an Unrestricted Subsidiary;

(viii)Liens upon property or assets of a Subsidiary of a
Person securing Indebtedness of such Person or of such Subsidiary, which
Liens are created in substitution and exchange for an outstanding pledge by
such Person of a majority of the Capital Stock of such Subsidiary for the
purpose of securing such Indebtedness (or a guaranty in respect thereof);
PROVIDED , HOWEVER, that if the property and assets of such Subsidiary to be
subjected to such Liens have a fair market value in excess of twenty-five
million dollars ($25,000,000), such Subsidiary shall have guaranteed the
obligations of the Company in respect of the Senior Notes and, if requested
by the Trustee, such Subsidiary shall have waived all its rights of
subrogation and reimbursement from the Company in connection with such
guaranty;

(ix)Liens upon any property or assets (a) existing at the time
of acquisition thereof by the Company or any Subsidiary, (b) of a Person
existing at the time such Person is merged with or into or consolidated with
the Company or any Subsidiary of the Company or existing at the time of a
sale or transfer of any such property or assets of such Person to the Company
or any Subsidiary of the Company or (c) of a Person existing at the time such
Person becomes a Subsidiary of the Company; PROVIDED, HOWEVER, that such
Liens shall not have been created in contemplation of such sale, merger,
consolidation, transfer or acquisition;

(x)Liens existing at November 1, 1991;

(xi)(a) Liens upon any property or assets of the Company and
its Restricted Subsidiaries securing Indebtedness under the Credit Agreements
in a principal amount not exceeding the principal amount outstanding or
committed under the Credit Agreements (including any letter of credit
facility, but without duplication with respect to commitments for loans the
use of proceeds of which is restricted to repayment of other Indebtedness
under the Credit Agreements) as of November 1, 1991 LESS (y) the proceeds
from the sale of all Indebtedness under the 1991 Indenture issued from time
to time that are or have been applied to repay Indebtedness under the Credit
Agreements and PLUS (z) two hundred fifty million dollars ($250,000,000) and
(b) Liens securing Indebtedness permitted by clause (i) of the definition of
Permitted Indebtedness upon property or assets that as of November 1, 1991
secured the Credit Agreements or that secure the SRC Master Trust Indenture;

(xii)Liens securing Indebtedness or other obligations of the
Company and its Restricted

Subsidiaries not to exceed an aggregate principal amount of three hundred
fifty million dollars ($350,000,000) LESS, at any time, the sum of (y) the
then outstanding principal amount of Indebtedness of Restricted Subsidiaries
incurred under clause (vii) of the definition of Permitted Indebtedness (and
not secured pursuant to this clause (xii) or clause (vi) of this definition)
PLUS (z) the amount of Indebtedness secured pursuant to clause (vi) of this
definition and not incurred pursuant to clause (i)(b) of the definition of
Permitted Indebtedness;

(xiii)Liens upon property or assets of a Subsidiary securing
Indebtedness or other obligations owing to the Company;

(xiv)Liens on proceeds of any property or assets subject to a
Lien permitted by the other clauses of this definition;

(xv)any equal and ratable Lien that is granted pursuant to the
Continental Guaranty and that relates to a Lien that otherwise constitutes a
Permitted Lien;

(xvi)Liens on property or assets used to defease Indebtedness
that was not incurred in violation of this Indenture;

(xvii)Liens on property or assets of any Restricted Subsidiary
organized under the laws of a jurisdiction other than the United States or
any subdivision thereof securing Indebtedness of such Restricted Subsidiary
outstanding as of November 1, 1991 (or any extension, renewal or refinancing
thereof);

(xviii)any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Lien
referred to in the foregoing clauses (i) through (xvii) (covering the same
property and assets as such Lien); and

Permitted Collateral Liens (as defined in the First Mortgage
Note Indenture);

PROVIDED, HOWEVER, that no Lien described in any of the foregoing clauses
other than clause (xi)(a) shall encumber the rights of the Company with
respect to Indebtedness, obligations and other liabilities owed to the
Company by any Restricted Subsidiary or to any Restricted Subsidiary by the
Company or another Restricted Subsidiary.

"Permitted Refinancing Indebtedness" means Indebtedness of (i)
the Company to the extent exchanged for, or the net proceeds of which are
used to refinance, redeem or defease, Indebtedness of the Company or any
Restricted Subsidiary (or any extension, renewal or refinancing thereof)
outstanding at the time of incurrence of such subsequent Indebtedness, or to
finance any costs incurred in connection with any such exchange, refinancing,
redemption or defeasance, (ii) a Restricted Subsidiary to the extent
exchanged for, or the net proceeds of which are used to refinance, redeem or
defease, Indebtedness of such Restricted Subsidiary (or any extension,
renewal or refinancing thereof) outstanding at the time of incurrence of such
subsequent Indebtedness, or to finance any costs incurred in connection with
any such exchange, refinancing, redemption or defeasance, or (iii) the
Company or a Restricted Subsidiary to the

extent exchanged for, or the net proceeds of which are used to refinance,
redeem or defease, any then outstanding industrial revenue or development
bonds that were outstanding at November 1, 1991 (or any extension, renewal or
refinancing thereof), or to finance any costs incurred in connection with
such exchange, refinancing or defeasance; PROVIDED, HOWEVER, that, in the
case of (i), (ii) or (iii), the proceeds of such Indebtedness shall be used
to so refinance, redeem or defease the Indebtedness within 12 months of the
incurrence of such subsequent Indebtedness; and PROVIDED, FURTHER, that the
only Indebtedness which may be subject to exchange, refinancing, redemption,
or defeasance pursuant to clause (i), (ii) or (iii) of this definition shall
be Indebtedness outstanding as of November 1, 1991 (other than Indebtedness
under the Credit Agreements, Subordinated Indebtedness and Indebtedness under
lines of credit) or any extension, renewal or refinancing thereof, and
Indebtedness that was incurred after November 1, 1991 and before the date
hereof (other than solely as Permitted Indebtedness under the 0000 Xxxxxxxxx)
or is incurred after the date hereof (other than solely as Permitted
Indebtedness).

"Permitted Stone Canada Indebtedness" means Indebtedness of
the Company or a Restricted Subsidiary in the Stone Canada Group outstanding
pursuant to lines of credit in an aggregate principal amount not to exceed
one hundred million dollars ($100,000,000), (of which not more than Canadian
sixty million dollars (Cn.$60,000,000) may be owed by Restricted Subsidiaries
in the Stone Canada Group) at any one time outstanding or pursuant to any
extension, renewal or refinancing of such outstanding amount PLUS any costs
incurred in connection with any such extension, renewal or refinancing;
PROVIDED, HOWEVER, that the aggregate principal amount permitted to be
incurred under this definition shall be reduced by the principal amount under
lines of credit outstanding on the date hereof net of subsequent repayments
or reductions thereof.

"Permitted Subordinated Indebtedness" means (i) Subordinated
Indebtedness of the Company to the extent exchanged for, or the net proceeds
of which are used to refinance, redeem or defease, then outstanding
Subordinated Indebtedness of the Company that was outstanding at November 1,
1991 (or any extension, renewal or refinancing thereof), or to finance any
costs incurred in connection with any such exchange, refinancing, redemption
or defeasance; PROVIDED, HOWEVER, that (a) such Subordinated Indebtedness
does not have a shorter weighted average life than that then remaining for,
or a maturity earlier than that of, the Indebtedness so exchanged,
refinanced, redeemed or defeased, EXCEPT that in the case of any exchange,
such Subordinated Indebtedness may have a maturity that is earlier (but not
more than six months earlier) than that of the Indebtedness so exchanged,
PROVIDED that the Subordinated Indebtedness shall have the same or a longer
weighted average life than that then remaining for the Indebtedness so
exchanged and (b) in the case of refinancings, redemptions or defeasances,
the proceeds of such Subordinated Indebtedness shall be used to so refinance,
redeem or defease the Indebtedness within 12 months of the incurrence of such
subsequent Subordinated Indebtedness; and (ii) Indebtedness of the Company in
an aggregate principal amount not to exceed two hundred fifty million dollars
($250,000,000) at any one time outstanding, so long as such Indebtedness (a)
constitutes Subordinated Indebtedness and (b) does not have (A) a weighted
average life that is shorter than that then remaining for (x) the Company's
9-7/8% Senior Notes due 2001 then outstanding, (y) 1994 Senior Notes then
outstanding or (z) the Senior Notes then Outstanding or (B) a maturity

that is earlier than the latest maturity of (x) the Company's 9-7/8% Notes
due 2001 then outstanding, (y) the 1994 Senior Notes then outstanding or (z)
the Senior Notes then outstanding.

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

"Place of Payment", means The City of New York or any other
place or places where the principal of (and premium, if any) and interest on
the Senior Notes are payable.

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

"Private Placement Legend" means the legend on a Senior Note
specified in Section 202(b).

"QIB" means a Qualified Institutional Buyer as defined in Rule
144A.

"Rate Determination Period" means the four full weeks ending
on the seventh Business Day prior to a Reset Date.

"Receivables" means receivables, chattel paper, instruments,
documents or intangibles evidencing or relating to the right to payment of
money.

"Record Date" for the interest payable on any Interest Payment
Date means the close of business on February 1 or August 1, as the case may
be, whether or not a Business Day, immediately preceding the Interest Payment
Date on which such interest is payable.

"Redeemable Stock" means, with respect to any Person, any
Capital Stock that by its terms or otherwise is required to be redeemed or
purchased by such Person or any of its Subsidiaries prior to 30 days after
the latest maturity date of the Senior Notes then Outstanding, or is
redeemable or subject to mandatory purchase or similar put rights at the
option of the Holder thereof at any time prior to 30 days after the maturity
date of the Senior Notes then Outstanding, or any security which is
convertible or exchangeable into a security which has such provisions.

"Redemption Date" means the date fixed for redemption of any
Senior Note by or pursuant to this Indenture.

"Redemption Price" means the price at which any Senior Note is
to be redeemed pursuant to this Indenture.

"Register" and "Registrar" have the respective meanings
specified in Section 305.

"Regulation S" means Regulation S under the Securities Act
(including any successor regulation thereto), as it may be amended from time
to time.

"Reset Date" means a date on which the interest rate on the
Senior Notes shall be reset pursuant to Section 1102(a).

"Reset Rate" shall have the meaning provided in Section
1102(a).

"Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the
chairman or any vice-chairman of the executive committee of the board of
directors, the chairman of the trust committee, the president, any vice
president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any senior trust
officer or assistant trust officer, the controller or any assistant
controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

"Restricted Payment" shall have the meaning provided in
Section 1006.

"Restricted Senior Note" shall mean any Senior Note required
to bear the Private Placement Legend in accordance with Section 306(a).

"Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

"Rule 144" means Rule 144 under the Securities Act (including
any successor regulation thereto), as amended from time to time.

"Rule 144A" means Rule 144A under the Securities Act
(including any successor regulation thereto), as amended from time to time.

"Securities Act" means the Securities Act of 1933 (including
any successor statute thereto), as amended from time to time.

"Senior Indebtedness" means the principal of, interest on and
other amounts due on (i) Indebtedness of the Company, whether outstanding on
the date hereof or thereafter created, incurred, assumed or guaranteed by the
Company, on or prior to the date hereof in compliance with the 1991 Indenture
and thereafter in compliance with Section 1008 hereof (including, without
limitation, the Senior Notes), (ii) obligations of the Company related to the
termination of Interest Swap Obligations, Currency Agreements or Commodities
Agreements pertaining to Indebtedness described under clause (i) above and
(iii) principal of or interest on the Senior Notes. Notwithstanding anything
to the contrary in the foregoing, Senior Indebtedness shall not include: (a)
Subordinated Indebtedness, (b) Indebtedness of or amounts owed by the Company
for compensation to employees, for goods or materials purchased in the
ordinary course of

business or for services or (c) Indebtedness of the Company to a Subsidiary
of the Company.

"Senior Notes" has the meaning stated in the first recital of
this Indenture and more particularly means any Senior Note authenticated and
delivered under this Indenture.

"Seven Year Treasury Rate" means the arithmetic average
(rounded to the nearest basis point) of the weekly average per annum yield to
maturity values adjusted to constant maturities of seven years, for the Rate
Determination Period as determined from the yield curves of the most actively
traded marketable United States Treasury fixed interest rate securities (x)
constructed daily by the United States Treasury Department (i) as published
by the Federal Reserve Board in its Statistical Release H.15 (519), "Selected
Interest Rates," which weekly average yield to maturity values currently are
set forth in such Statistical Release under the caption "U.S. Government
Securities--Treasury Constant Maturities--7 Year" or (ii) if said Statistical
Release H.15 (519) is not then published, as published by the Federal Reserve
Board in any release comparable to its Statistical Release H.15 (519) or
(iii) if the Federal Reserve Board shall not be publishing a comparable
release, as published in any official publication or release of any other
United States Government Department or agency, or (y) if the United States
Treasury Department shall not then be constructing such yield curves, then as
constructed by the Federal Reserve Board or any other United States
Government Department or agency and published as set forth in (x) above.
However, if the Seven Year Treasury Rate cannot be determined as provided
above, then the Seven Year Treasury Rate shall mean the arithmetic average
(rounded to the nearest basis point) of the per annum yields to maturity for
each Business Day during the Rate Determination Period of all of the issues
of actively trading issues of non-interest bearing United States Treasury
fixed interest rate securities with a maturity of not less than 81 months nor
more than 87 months from such Business Day (1) as published in THE WALL
STREET JOURNAL or (2) if THE WALL STREET JOURNAL shall cease such
publication, based on average asked prices (or yields) as quoted by each of
three United States Government securities dealers of recognized national
standing selected by the Company.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 308.

"Specified Bank Debt" means (i) all Indebtedness and other
monetary obligations owing under the New Credit Agreement or any credit
facilities with the banks signatory to the New Credit Agreement (or with
banks affiliated with such banks), so long as such facilities are related to
the New Credit Agreement; and (ii) Indebtedness owing as of the date hereof
or hereafter to banks or other financial institutions under credit facilities
which may in the future refinance, refund, replace, supplement or succeed
(regardless of any gaps in time) the New Credit Agreement or the facilities
referenced in clause (i) hereof (including extensions and restructurings and
the inclusion of additional or different or substitute lenders), so long as
(a) the aggregate principal amount outstanding (including available amounts
under committed revolving credit or similar working capital facilities,
letter of credit facilities and other commitments to provide credit) of such
Indebtedness is at least equal to the principal of all publicly issued Senior
Indebtedness (including without limitation, the Senior Notes, the First
Mortgage Notes, the 1994

Senior Notes and Indebtedness under the 1991 Indenture) then outstanding (it
being understood that Indebtedness described in clause (i) above and issues
of Indebtedness having a principal amount lower than set forth in clause (b)
below shall not be included in this amount), (b) Indebtedness outstanding
under each particular credit facility has a principal amount outstanding
(including available amounts under committed revolving credit or similar
working capital facilities, letter of credit facilities and other commitments
to provide credit) of at least twenty-five million dollars ($25,000,000) and
(c) such Indebtedness constitutes Senior Indebtedness.

"SRC Master Trust Indenture" has the meaning specified in
clause (2) of the proviso to clause (i) of the definition of Permitted
Indebtedness.

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

"Stone Canada" means Stone Container (Canada) Inc., a company
organized under the Canadian Business Corporations Act.

"Stone Canada Group"" means Stone Canada and its Restricted
Subsidiaries existing as of the date hereof.

"Subordinated Capital Base" means the sum of (i) the
Consolidated Net Worth and (ii) to the extent not included in clause (i)
above, the amounts (without duplication) relating to (a) the principal amount
of Subordinated Indebtedness incurred after November 1, 1991 which is
unsecured and which does not have at the time of incurrence of such
Subordinated Indebtedness a weighted average life that is shorter than the
weighted average life remaining for the then outstanding Indebtedness under
the 1991 Indenture issued prior to the date hereof, or if less than two
hundred million dollars ($200,000,000) of such Indebtedness is outstanding,
the Senior Notes or a maturity that is earlier than the maturity of any of
the then outstanding Indebtedness under the 1991 Indenture, or if less than
two hundred million dollars ($200,000,000) of such Indebtedness is
outstanding, the Senior Notes, (b) redeemable stock of the Company that does
not constitute Redeemable Stock and (c) the principal amount of the 11-1/2%
Senior Subordinated Securities due September 1, 1999 of the Company or any
Subordinated Indebtedness exchanged for, or the net proceeds of which are
used to refinance, redeem or defease, such 11-1/2% Senior Subordinated Notes
due September 1, 1999 pursuant to clause (ii) of the definition of "Permitted
Indebtedness", that in the case of clauses (a), (b) and (c), as at the date
of determination, in conformity with GAAP consistently applied, would be set
forth on the consolidated balance sheet of the Company and its Restricted
Subsidiaries.

"Subordinated Indebtedness" means Indebtedness of the Company
(whether outstanding on the date hereof or hereafter created, incurred,
assumed or guaranteed by the Company) which, pursuant to the terms of the
instrument creating or evidencing the same, is subordinate to the Senior
Notes in right of payment or in rights upon liquidation.

"Subsidiary" means, with respect to any Person, (i) any
corporation of which at least a majority in interest of the outstanding
Capital Stock having by the terms thereof voting power under ordinary
circumstances to elect directors of such corporation, irrespective of whether
or not at the time stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency, is at the time, directly or indirectly, owned or controlled by
such Person, or by one or more other corporations a majority in interest of
such stock of which is similarly owned or controlled, or by such Person and
one or more other corporations a majority in interest of such stock of which
is similarly owned or controlled or (ii) any other Person (other than a
corporation) in which such Person, directly or indirectly, at the date of
determination thereof, has at least a majority equity ownership interest.

"Taxes" means any tax, duty, levy, impost, assessment or other
governmental charge imposed or levied by or on behalf of the Government of
Canada or of any province or territory thereof or by an authority or agency
therein or thereof having power to tax.

"Ten Year Treasury Rate" means the arithmetic average (rounded
to the nearest basis point) of the weekly average per annum yield to maturity
values (adjusted to constant maturities of ten years, for the Rate
Determination Period as determined from the yield curves of the most actively
traded marketable United States Treasury fixed interest rate securities (x)
constructed daily by the United States Treasury Department (i) as published
by the Federal Reserve Board in its Statistical Release H.15 (519), "Selected
Interest Rates." which weekly average yield to maturity values currently are
set forth in such Statistical Release under the caption "U.S. Government
Securities--Treasury Constant Maturities-10 Year" or (ii) if said Statistical
Release H.15 (519) is not then published, as published by the Federal Reserve
Board in any release comparable to its Statistical Release H.15 (519) or
(iii) if the Federal Reserve Board shall not be publishing a comparable
release, as published in any official publication or release of any other
United States Government Department or agency, or (y) if the United States
Treasury Department shall not then be constructing such yield curves, then as
constructed by the Federal Reserve Board or any other United States
Government Department or agency and published as set forth in (x) above.
However, if the Ten Year Treasury Rate cannot be determined as provided
above, then the Ten Year Treasury Rate shall mean the arithmetic average
(rounded to the nearest basis point) of the per annum yields to maturity for
each Business Day during the Rate Determination Period of all of the issues
of actively trading issues of non-interest bearing United States Treasury
fixed interest rate securities with a maturity of not less then 117 months
nor more than 123 months from such Business Day (1) as published in THE WALL
STREET JOURNAL or (2) if THE WALL STREET JOURNAL shall cease such
publication, based on average asked prices (or yields) as quoted by each of
three United States Government securities dealers of recognized national
standing selected by the Company.

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

"Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was executed;
PROVIDED, HOWEVER, that in the event that such Act is amended after such
date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

"U.S. Government Obligations" means securities which are (i)
direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the timely payment of which is unconditionally
guaranteed by the full faith and credit of the United States of America
which, in either case, are not callable or redeemable at the option of the
issuer thereof or otherwise subject to prepayment.

"Unrestricted Subsidiary" means a Subsidiary of the Company
which has been designated as an "Unrestricted Subsidiary" for purposes of
this Indenture by the Company and (i) at least 20% of whose common stock is
held by one or more Persons (other than the Company and its Affiliates) which
acquired such common stock in a BONA FIDE transaction for fair value and (ii)
at least 10% of whose total capitalization at the time of designation is in
the form of common stock or at least 15% of the fair market value of whose
assets at such time shall have been contributed by such Persons. An
Unrestricted Subsidiary may be designated to be a Restricted Subsidiary only
if, at the time of such designation, all Indebtedness and Liens of such
Subsidiary could be incurred under this Indenture.

"Vice President", when used with respect to the Issuer, the
Company or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title "vice
president".

"Wholly Owned Subsidiary" means a Person organized under the
laws of Canada or any province thereof or any state of the United States, all
of the Capital Stock (other than directors' qualifying shares) of which is
owned by the Company directly by the Company and/or indirectly through one or
more other Wholly Owned Subsidiaries.

(xviii) SECTION 102. COMPLIANCE CERTIFICATES AND
OPINIONS.

Upon any application or request by the Issuer or the Company
to the Trustee to take any action under any provision of this Indenture, the
Issuer or the Company, as the case may be, shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all
such conditions precedent, if any, have been complied with, except that in
the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

(4) SECTION 103. FORM OF DOCUMENTS DELIVERED
TO TRUSTEE.

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

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

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

SECTION 104. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments

(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee, the Issuer and the Company, if
made in the manner provided in this Section.

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

(d) Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Senior Note shall
bind every future Holder of the same Senior Note and the Holder of every
Senior Note issued upon the registration of transfer thereof or in exchange
therefor in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee, the Issuer or the Company in reliance thereon,
whether or not notation of such action is made upon such Senior Note.

(e) If the Issuer or the Company shall solicit from the
Holders any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Issuer or the Company, as the case may be, may, at
its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the
Issuer or the Company, as the case may be, shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act (including revocation
thereof) may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Senior Notes have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the Outstanding Senior Notes shall be
computed as of such record date; PROVIDED that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

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

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

(1)the Trustee by any Holder or by the Issuer or the Company
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office, or

(2)the Issuer or the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
the Issuer or the Company, as the case may be, addressed to it at the address
of its principal office specified in the first paragraph of this Indenture,
attention: Secretary or at any other address previously furnished in writing
to the Trustee by the Issuer or the Company, as the case may be.

(2) SECTION 106. NOTICE TO HOLDERS; WAIVER.

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

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

Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of
the country of publication.

SECTION 107. THE TRUST INDENTURE ACT; CONFLICT WITH TRUST
INDENTURE ACT.

(a) Reference in this Indenture to specific Sections of
the Trust Indenture Act are to be treated as if this Indenture were required
to be qualified under and to conform to the requirements of the Trust
Indenture Act.

(b) If any provision hereof limits, qualifies or
conflicts with the duties imposed by any of Sections 310 through 317,
inclusive, of the Trust Indenture Act through the operation of Section 318(c)
thereof, such imposed duties shall control.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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

SECTION 112. GOVERNING LAW.

This Indenture and the Senior Notes shall be governed by and
construed in accordance with the laws (other than the choice of law
provisions) of the State of New York.

SECTION 113. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date,
or Stated Maturity of any Senior Note, or any other payment date, including,
without limitation, any Asset Disposition Payment Date, Change of Control
Payment Date, Deficiency Payment Date or Redemption Date, shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or
of the Senior Notes) payment of interest or principal (and premium, if any)
need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest
Payment Date, or Redemption Date or at the Stated Maturity or other payment
date, PROVIDED that no interest shall accrue for the period from and after
such Interest Payment Date or Redemption Date or Stated Maturity or other
payment date, as the case may be.

SECTION 114. NO RECOURSE AGAINST OTHERS.

Directors, officers, employees or stockholders, as such, of
the Issuer or Company shall not have any liability for any obligations of the
Issuer or the Company under the Senior Notes or this Indenture, or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder, by accepting a Senior Note, waives and
releases all such liability. Such waivers and releases are part of the
consideration for the issuance of the Senior Notes.

SECTION 115. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

(a) The Issuer and the Company each irrevocably submit
to the jurisdiction of any Federal court (or, if such court refuses to take
jurisdiction, any New York State Court) located in the Borough of Manhattan
in The City of New York over any suit, action or proceeding arising out of or
relating to this Indenture or any Senior Note. The Issuer and the Company
each irrevocably waives, to the fullest extent permitted by law, any
objection which it may have to the laying of the venue of any such suit,
action or proceeding brought in such a court and any claim that any suit,
action or proceeding brought in such a court has been brought in an
inconvenient forum. The Issuer and the Company each agrees that final
judgment in any such suit, action or proceeding brought in such a court shall
be conclusive and binding upon it and may be enforced in the courts of, in
the case of the Issuer, Canada or any other courts to the jurisdiction of
which the Issuer or the Company is subject, by a suit upon judgment, PROVIDED
that service of process is effected upon the Issuer or the Company, as the
case may be, in the manner specified in the following paragraph or as
otherwise permitted by law; PROVIDED, HOWEVER, that the Issuer and the
Company do not waive, and the foregoing provisions of this sentence shall not
constitute or be deemed to constitute a waiver of, (i) any right to appeal
any such judgment, to seek any stay or otherwise to seek reconsideration or
review of any such judgment in each case before the trial court of a United
States Federal or State court having appellate jurisdiction over such trial
court or (ii) any stay of execution or levy pending an appeal from, or a
suit, action or proceeding for reconsideration or review of, any such
judgment.

(b) As long as any of the Senior Notes remain
Outstanding, the Issuer and the Company will at all times have an authorized
agent in the Borough of Manhattan, The City of New York upon whom process may
be served in any suit, action or proceeding arising out of or relating to
this Indenture or any Senior Note. Service of process upon such agent and
written notice of such service mailed or delivered to the Issuer or the
Company, as the case may be, shall to the extent permitted by law be deemed
in every respect effective service of process upon the Issuer or the Company,
as the case may be, in any such suit, action or proceeding. The Issuer and
the Company each hereby irrevocably appoints CT Corporation System whose
address is, as of the date hereof, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
as their agent for such purpose until August 16, 2008, and covenants and
agrees that service of process in any such suit, action or proceeding may be
made upon them at the office of such agent at said address (or at such other
address in the Borough of Manhattan, The City of New York, as the Issuer and
the Company may designate by written notice to the Trustee). The Issuer and
the Company each hereby represents and warrants that such agent has accepted
such appointment and has agreed to act as said agent for service of process,
and the Issuer and the Company each agrees to take any and all action,
including the filing of any and all documents that may be necessary to
continue such appointment in full force and effect as aforesaid.

(c) The Issuer and the Company each hereby consents to
process being served in any suit, action or proceeding of the nature referred
to in the preceding paragraphs by service upon such agent together with the
mailing of a copy thereof by registered or certified mail, postage prepaid,
return receipt requested to the address of the Issuer or the Company, as the
case

may be, specified in Section 105 or to any other address of which the Issuer
or the Company, as the case may be, shall have given written notice to the
Trustee. The Issuer and the Company each hereby irrevocably waives, to the
fullest extent permitted by law, all claim of error by reason of any such
service (but does not waive any right to assert lack of subject matter
jurisdiction) and agree that such service and mailing (i) shall be deemed in
every respect effective service of process upon the Issuer or the Company, as
the case may be, in any such suit, action or proceeding and (ii) shall, to
the fullest extent permitted by law, be taken and held to be valid personal
service.

(d) Nothing in this Section 115 shall affect the right of the
Trustee or any Holder to serve process in any manner permitted by law or
limit the right of the Trustee to bring proceedings against the Issuer or the
Company in the courts of any jurisdiction or jurisdictions.

SECTION 116. INCORPORATION BY REFERENCE TO TRUST INDENTURE
ACT.

Whenever this Indenture refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in and made a part
of this Indenture. The following Trust Indenture Act terms incorporated by
reference in this Indenture have the following meanings:

"indenture securities" means the Senior Notes.

"indenture security holder" means a Holder or a Securityholder.

"indenture to be qualified" means this Indenture.

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

"obligor" on the indenture securities means the Company or any
other obligor on the Senior Notes, if any.

All other Trust Indenture Act terms used or incorporated by
reference in this Indenture that are defined by the Trust Indenture Act,
defined by Trust Indenture Act reference to another statute or defined by
Commission rule have the meanings assigned to them therein.

ARTICLE TWO

SENIOR NOTE FORMS

SECTION 201. FORMS GENERALLY.

(a)The Senior Notes and the certificate of authentication
of the Trustee therein shall be in substantially the form set forth in this
Article, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or as may, consistently herewith, be determined by
the Officers executing such Senior Notes, as evidenced by

their execution of the Senior Notes. The definitive Senior Notes shall be
typed, printed, lithographed or engraved on steel engraved borders or any
combination of such methods or produced in any other manner, all as
determined by the Officers of the Issuer executing such Senior Notes, as
evidenced by their execution of such Senior Notes.

(b) Senior Notes initially offered and sold (i) to QIBs in
reliance on Rule 144A or (ii) Non-U.S. Persons in reliance on Regulation S,
as provided in the Note Purchase Agreement, shall be issued initially in the
form of one or more permanent global notes in definitive, fully registered
form, without coupons, substantially in the form set forth in Section 202
(each, a "Global Note"). Upon issuance, each such Global Note shall be
registered in the name of Cede & Co. or such other nominee designated by the
Depositary (the "Global Note Holder"), duly executed by the Issuer and the
Company (as guarantor) and authenticated by the Trustee as hereinafter
provided and deposited on behalf of the purchasers of the Senior Notes
represented thereby with the Trustee at its Corporate Trust Office, as
custodian for the Depositary. The aggregate principal amount of each Global
Note may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for the Depositary for such Global
Note, as provided in Section 305, which adjustments shall be conclusive as to
the aggregate principal amount of such Global Note. So long as the Global
Note Holder is the registered owner of any Senior Notes, the Global Note
Holder will be considered the sole Holder under the Indenture of any Senior
Notes evidenced by a Global Note. Beneficial owners of Senior Notes
evidenced by a Global Note will not be considered the owners or Holders
thereof under this Indenture for any purpose, including with respect to the
giving of any directions, instructions or approvals to the Trustee
thereunder. Accordingly, beneficial owners of an interest in a Global Note
must rely on the procedures of the Depositary, and if such person is not a
member of, or participant in, the Depository ("Participant"), on the
procedures of the Participant through which such person owns its interest, to
exercise any rights and fulfill any obligations of a Holder under this
Indenture. No beneficial owners of an interest in a Global Note will be able
to transfer that interest except in accordance with the Depository's
applicable procedures, in addition to those provided for in the Indenture.
None of the Company, the Issuer, the Trustee, the Registrar or any Paying
Agent will have any responsibility or liability for any aspect of the records
of the Depository on any Participant or for maintaining, supervising or
reviewing any records of the Depository or any Participant relating to the
Senior Notes, and may conclusively rely on, and will be protected in relying
on, instructions from the Global Note Holder or the Depository for all
purposes.

(c) Senior Notes initially offered and sold to Institutional
Accredited Investors as provided in the Note Purchase Agreement, shall be
issued initially in definitive certificated, fully registered form, without
coupons ("Certificated Notes") substantially in the form set forth in Section
202.

(a) SECTION 202. FORM OF FACE OF SENIOR NOTE.

Each Senior Note shall be in substantially the following form:

(a) [INCLUDE IF SENIOR NOTE IS A GLOBAL NOTE -- UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS
CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO. THIS GLOBAL NOTE MAY NOT BE EXCHANGED, IN WHOLE OR
IN PART, FOR A NOTE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE
DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF EXCEPT IN THE CIRCUMSTANCES SET
FORTH IN SECTIONS 305 AND 306 OF THE INDENTURE, AND MAY NOT BE TRANSFERRED,
IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTIONS 305 AND 306 OF THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL
NOTE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTIONS 305 AND 306 OF
THE INDENTURE.]

(b) [INCLUDE THE FOLLOWING LEGEND ONLY IF REQUIRED PURSUANT TO
SECTION 306(a) -- THIS NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX
XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTE
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY
BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE
HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER AND
STONE CONTAINER CORPORATION (THE "COMPANY") THAT (A) SUCH NOTE MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT (c) PURSUANT TO OFFERS AND SALES OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT OR (d)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON CERTIFICATES AND/OR OPINIONS OF COUNSEL TO THE
EXTENT REQUIRED IN THE INDENTURE), (2) TO THE ISSUER OR THE COMPANY OR
(3) PURSUANT TO AN

EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THE NOTE EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A)(1) ABOVE IF THEN APPLICABLE.

(d) (Face of Senior Note)

STONE CONTAINER FINANCE COMPANY OF CANADA

11-1/2% Senior Note due 2006

guaranteed on a senior basis by

STONE CONTAINER CORPORATION

Number ______ U.S.$______ CUSIP NO.: ________

Stone Container Finance Company of Canada (herein called the
"Issuer," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to ______
or registered assigns, [[INCLUDE IF NOT A GLOBAL NOTE] the principal sum of
_____ UNITED STATES DOLLARS] [INCLUDE IF A GLOBAL NOTE -- the Initial Principal
Amount Specified in Schedule A hereto] on August 15, 2006, and to pay interest
thereon from the date hereof or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on February 15
and August 15 of each year (commencing February 15, 1997), at the rate of
11-1/2% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Senior Note (or one or more Predecessor Senior Notes)
is registered at the close of business on the Record Date for such interest,
which shall be the February 1 or August 1 (whether or not a Business Day), as
the case may be, preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Record Date and may either be paid to the Person in whose name
this Senior Note (or one or more Predecessor Senior Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Senior Notes not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Senior Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture.

Payment of the principal of (and premium, if any) and interest
on this Senior Note will be made at the office or agency of the Issuer
maintained for that purpose in the Borough of Manhattan, The City of New York
in dollars; PROVIDED, HOWEVER, that at the option of the Issuer, payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Register.

Payment of the principal of (and premium, if any), interest,
Additional Amounts on, and other amounts payable in respect of, this Senior
Note is guaranteed on a senior basis by the Company as provided in such
Indenture.

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

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

IN WITNESS WHEREOF, each of the Issuer and the Company has
caused this instrument to be duly executed.

STONE CONTAINER FINANCE COMPANY OF
CANADA, as Issuer

By
--------------------------------

STONE CONTAINER CORPORATION, as Guarantor

By
--------------------------------

SECTION 203. FORM OF REVERSE OF SENIOR NOTE.

(Reverse of Senior Note)

1.This Senior Note is one of a duly authorized issue of
securities of the Issuer designated as its "11-1/2% Senior Notes due 2006"
(herein called the "Senior Notes") limited in aggregate principal amount to
two hundred million United States dollars (U.S.$200,000,000), issued and to
be issued in a single series under an indenture, dated as of August 16, 1996
(as amended or supplemented from time to time, the "Indenture"), between the
Issuer, Stone Container Corporation (the "Company"), as guarantor, and The
Bank of New York, as trustee (the "Trustee," which term includes any
successor Trustee under the Indenture), to which Indenture reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Issuer, the Company, the Trustee and
each of the Holders and of the terms upon which the Senior Notes are, and are
to be, authenticated and delivered. All terms used in this Senior Note which
are not defined herein shall have the meanings assigned to them in the
Indenture.

2.Interest on this Senior Note will be computed on the basis
of a 360-day year of twelve, 30-day months. Each payment of interest in
respect of an Interest Payment Date will include interest accrued through the
day before such Interest Payment Date. If an Interest Payment Date falls on
a day that is not a Business Day, the interest payment to be made on such
Interest Payment Date will be made on the next succeeding Business Day with
the same force and effect as if made on such Interest Payment Date, and no
additional interest will accrue as a result of such delayed payment. If any
payment of principal of (and premium, if any) or installment of interest on
this Senior Note is not paid when due then, to the extent that payment of
such interest shall be legally enforceable, interest upon such overdue
principal (and premium, if any) and installment of interest, shall be paid at
the rate set forth on the face of this Senior Note. The Issuer shall pay the
Holders such Additional Amounts as may be payable under Section 1014 of the
Indenture.

3.Under certain circumstances following an Asset Disposition,
the Company may offer to repurchase Senior Notes, in whole or in part, at a
repurchase price equal to 100% of the principal amount thereof, plus accrued
interest to the date of repurchase, from proceeds or excess net proceeds of
such Asset Disposition, as provided in, and subject to the terms of, the
Indenture. The Company is required to give Holders notice of such right
within the period specified in the Indenture. Holders may tender their
Senior Notes for repurchase on or prior to the close of business on the
applicable payment date. If the aggregate principal amount of Senior Notes
surrendered for repurchase exceeds the aggregate principal amount of the
applicable offer price, the selection of the Senior Notes to be repurchased
shall be made by the Trustee on a PRO RATA basis.

4.Except as set forth below, as provided in the Indenture, in
the event that the Company's Subordinated Capital Base is less than one
billion dollars ($1,000,000,000) (the "Minimum Subordinated Capital Base") as
at the end of each of any two consecutive fiscal quarters (the last day of
the second such fiscal quarter, a "Deficiency Date"), then the Company shall,
no later than

60 days after the Deficiency Date (105 days if a Deficiency Date is also the
end of the Company's fiscal year), make an offer to all Holders to purchase
(a "Deficiency Offer") 10% of the principal amount of the Senior Notes
originally issued, or such lesser amount as may be Outstanding at the time
such Deficiency Offer is made (the "Deficiency Offer Amount"), at a purchase
price equal to 100% of principal amount, plus accrued and unpaid interest to
the Deficiency Payment Date. Thereafter, semi-annually the Company shall
make like Deficiency Offers for the then applicable Deficiency Offer Amount
of Senior Notes until the Company's Subordinated Capital Base as at the end
of any subsequent fiscal quarter shall be equal to or greater than the
Minimum Subordinated Capital Base. Notwithstanding the foregoing, after any
specified Deficiency Date, the last day of any subsequent fiscal quarter
shall not constitute a Deficiency Date (giving rise to an additional
obligation under the first sentence of this paragraph) unless the Company's
Subordinated Capital Base was equal to or greater than the Minimum
Subordinated Capital Base as at the end of a fiscal quarter that followed
such specified Deficiency Date and preceded such subsequent quarter.

5.Notwithstanding the foregoing, as provided in the Indenture,
in the event that (1) the making of a Deficiency Offer by the Company or (2)
the purchase of Senior Notes by the Company in respect of a Deficiency Offer
would constitute a default (with the giving of notice, the passage of time or
both) with respect to any Specified Bank Debt at the time outstanding, then,
in lieu of the making of a Deficiency Offer in the circumstances set forth
above, (i) the interest rate on the Senior Notes shall be reset as of the
first day of the second fiscal quarter following the Deficiency Date (the
"Reset Date") to a rate per annum (the "Reset Rate") equal to the greater of
(x) the Initial Interest Rate and (y) the sum of (A) 400 basis points and (B)
the higher of the Seven Year Treasury Rate and the Ten Year Treasury Rate,
(ii) on the first Interest Payment Date following the Reset Date, the
interest rate on the Senior Notes, as reset on the Reset Date, shall increase
by fifty (50) basis points, and (iii) the interest rate on the Senior Notes
shall further increase by an additional fifty (50) basis points on each
succeeding Interest Payment Date; PROVIDED, HOWEVER, that notwithstanding
clauses (i), (ii) or (iii) above, in no event shall the interest rate to be
borne by the Senior Notes at any time exceed the Initial Interest Rate by
more than two hundred (200) basis points. Once the interest rate on the
Senior Notes has been reset as set forth above, as provided in the Indenture,
if the Company's Subordinated Capital Base is equal to or greater than the
Minimum Subordinated Capital Base as of the last day of any fiscal quarter
subsequent to the Deficiency Date, interest on the Senior Notes shall return
to the Initial Interest Rate effective as of the first day of the second
following fiscal quarter.

6.The Indenture also provides that upon the occurrence of a
Change of Control, subject to the satisfaction of certain substantial
conditions precedent set forth in the Indenture, each Holder shall have the
right to require that the Company repurchase such Holder's Senior Notes in
whole or in part at a price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest, if any, to the date of such
repurchase.

7.The Indenture contains provisions for (i) defeasance of
certain of the obligations of the Issuer and the Company (including
covenants) under the Indenture and (ii) satisfaction and discharge of the
Indenture upon compliance by the Issuer and the Company with certain

conditions set forth therein, which provisions apply to this Senior Note.

8.The Senior Notes will not be redeemable on or prior to
August 17, 2001. After such date, the Senior Notes will be redeemable at the
option of the Issuer, at any time as a whole, or from time to time in part,
on not less than 30 days nor more than 45 days' notice, at 101% of the
principal amount thereof, plus accrued and unpaid interest (if any) to the
Redemption Date, so long as the date upon which such notice is given is an
Investment Grade Date. In addition, after August 15, 2004, the Senior Notes
will be redeemable at the option of the Company, at any time as a whole, or
from time to time in part, on not less than 30 days nor more than 45 days'
notice, at 100% of the principal amount thereof, plus accrued and unpaid
interest (if any) to the Redemption Date.

9.The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries to, among other things, make
certain Restricted Payments, create and incur Indebtedness and create or
suffer to exist certain Liens (other than Permitted Liens). The Indenture
imposes limitations on the ability of the Issuer and the Company to merge or
consolidate with any other Person or sell, assign, transfer or lease all or
substantially all of its properties or assets. All such covenants and
limitations are subject to a number of important qualifications and
exceptions. The Issuer and the Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

10.The payment of principal, interest, Additional Amounts and
other amounts payable in respect of the Senior Notes is unconditionally
guaranteed by the Company in accordance with Article Twelve of the Indenture.
The Indenture permits the Company, at its option at any time, to assume all
of the Issuer's rights and obligations under the Indenture, the Senior Notes
and related documents in accordance with the terms of a supplemental
Indenture, in which event the Issuer will be released from such rights and
obligations. Upon the occurrence of a Company Event of Default, and the
declaration of principal, interest, Additional Amounts and other amounts
payable in respect of the Senior Notes to be immediately due and payable in
accordance with this Indenture, the Company shall be deemed to directly
assume such obligations.

11.The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the Company and the rights of the Holders to be
affected under the Indenture at any time by the Issuer and the Company and
the Trustee with the consent of the Holders representing at least a majority
in principal amount of the Senior Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of at least a
majority in principal amount of the Senior Notes at the time Outstanding, on
behalf of the Holders of all Senior Notes, to waive compliance by the Issuer
and the Company with certain provisions of the Indenture and certain defaults
under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Senior Note shall bind such Holder and all future Holders
of this Senior Note and of any Senior Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Senior Note.

00.Xx reference herein to the Indenture and no provision of
this Senior Note or of the Indenture shall alter or impair the obligations of
the Issuer or the Company, which are absolute and unconditional, to pay (in
the case of the Company as provided in the Guaranty or as otherwise provided
in the case of a Company Event of Default) the principal of (and premium, if
any), interest and Additional Amounts on this Senior Note at the times, place
and rate, and in the coin or currency, herein prescribed.

00.Xx provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Senior Note is
registrable in the Register, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Issuer in any place
where the principal of (and premium, if any) and interest on this Senior Note
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed
by the Holder hereof, such Holder's attorney duly authorized in writing, and
thereupon one or more new Senior Notes, of authorized denominations and for
the same Stated Maturity and aggregate principal amount, will be issued to
the designated transferee or transferees.

14.The Senior Notes are issuable only in registered form
without coupons in denominations of one thousand dollars ($1,000) and any
integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Senior Notes are exchangeable for a
like aggregate principal amount of Senior Notes of a different authorized
denomination, as requested by the Holder surrendering the same. No service
charge shall be made for any such registration of transfer or exchange, but
the Issuer may require payment by the Holder of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

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

16.All payments on the Senior Notes will be made in United
States Dollars.

17.A director, officer, employee or stockholder, as such, of
the Issuer or the Company shall not have any liability for any obligations of
the Issuer or the Company under this Senior Note or the Indenture, or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder, by accepting a Senior Note, waives and releases all
such liability. The waiver and release are part of the consideration for the
issuance of this Senior Note.

18.Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures ("CUSIP"), the Issuer or the
Company has caused CUSIP numbers to be printed on the Senior Notes as a
convenience to the Holders of the Senior Notes. No representation is made as
to the correctness or accuracy of such numbers as printed on the Senior Notes
and reliance may be placed only on the other identification numbers printed
hereon.

00.Xx any time when the Company is not subject to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, upon request of
a Holder of a Senior Note [FOR GLOBAL NOTE -- or of a beneficial owner of an
interest in a Global Note], the Issuer and the Company will promptly furnish
or cause to be furnished Rule 144A Information (as defined below) to such Holder
[FOR GLOBAL NOTE -- or beneficial owner], or to a prospective purchaser of a
Senior Note [FOR GLOBAL NOTE -- or a beneficial interest in a Global Note]
designated by such holder [or beneficial owner of such interest], in order to
permit compliance by such Holder [FOR GLOBAL NOTE or beneficial owner] with
Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"). "Rule 144A Information" shall be such information as is specified
pursuant to Rule 144A(d)(4) under the Securities Act (or any successor
provision thereto).

ASSIGNMENT FORM

To assign this Senior Note, fill in the form below: (I) or
(we) assign and transfer this Senior Note to

-------------------------------------------------------
(Insert assignee's social security or tax I.D. number)

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

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

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

Dated: ____________ Your Signature: _________________________

(Sign exactly as your name appears on the other side of this Senior Note)

Signature Guaranty:______________________________

Signatures must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to elect to have all or any portion of this Senior
Note purchased by the Company pursuant to Section 1009 ("Asset Disposition
Offer"), Section 1013 ("Change of Control Offer"), or Section 1101
("Deficiency Offer") of the Indenture, check the applicable boxes:

Section 1009: Section 1013: Section 1101:
in whole in whole in whole
in part in part in part
amount to be amount to be amount to be
purchased: $ purchased: $ purchased: $
-------- -------- ---------
Dated:________________ Your Signature:

(Sign exactly as your name appears on the other side of this Senior Note)

Signature Guaranty:

Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in STAMP or such other "signature
guarantee program" as may be determined by the Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.

Social Security Number or Taxpayer Identification Number:________

[IF NOTE IS A GLOBAL NOTE, INSERT AS A SEPARATE PAGE --
Schedule A
SCHEDULE OF ADJUSTMENTS

Notation made on
Principal amount behalf of the
Date adjustment Principal amount Principal amount following Security
made increase decrease adjustment Registrar

__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ __________
__________ __________ __________ __________ _________]

19. SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificate of authentication on each Senior Note shall be in
substantially the following form:

Dated:____________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 111/2% Senior Notes due 2006 issued under the Indenture
referred to in this Senior Note.

THE BANK OF NEW YORK,
as Trustee

By_____________________
Authorized Signatory

SECTION 205. CUSIP NUMBER.

The Issuer in issuing Senior Notes may use a "CUSIP" number, and if so, the
Trustee may use the CUSIP number in notices of redemption or exchange as a
convenience to Holders; PROVIDED, that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed on the notice or on the Senior Notes, and that reliance may be placed
only on the other identification numbers printed on the Senior Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers. The Issuer will promptly notify the Trustee of any change in the CUSIP
number of the Senior Notes.

ARTICLE THREE
THE SENIOR NOTES

SECTION 301. TITLE AND TERMS.

The aggregate principal amount of Senior Notes Outstanding at any time may
not exceed the amount of two hundred million dollars ($200,000,000).

The Senior Notes shall be issued in a single series, known and designated
as the "11-1/2% Senior Notes due 2006" of the Issuer. The Stated Maturity for
the payment of principal of the Senior Notes shall be August 15, 2006, and the
Senior Notes shall bear interest at 11-1/2% per annum from the Issue Date, or
from the most recent Interest Payment Date to which interest has been paid
thereon or duly provided for, payable semi-annually on February 15 and August 15
of each year (commencing February 15, 1997) until the principal thereof is paid
or duly provided for.

The principal of (and premium, if any,) interest and Additional Amounts on
the Senior

Notes shall be payable at the office or agency of the Issuer in the Borough of
Manhattan, The City of New York, maintained for such purpose and at any other
office or agency maintained by the Issuer for such purpose; PROVIDED, HOWEVER,
that interest may be payable at the option of the Issuer by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Register except in the case of any Global Notes, as otherwise provided under the
rules of the Depository or in any Letter of Representations provided by the
Issuer or the Company to the Depository.

SECTION 302. DENOMINATIONS.

The Senior Notes shall be issuable in fully registered form without coupons
in denominations of one thousand dollars ($1,000) or any integral multiple
thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Senior Notes shall be executed on behalf of each of the Issuer and the
Company, as guarantor, by its Chairman of the Board, its President or one of its
Vice President. The signature of any of these officers on the Senior Notes may
be manual or facsimile. The seal of the Issuer may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Senior Notes. Typographical and other minor errors or defects
in any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Senior Note that has been duly authenticated
and delivered by the Trustee.

Senior Notes bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Senior Notes or did not
hold such offices at the date of such Senior Notes. At any time and from time
to time after the execution and delivery of this Indenture, the Issuer may
deliver Senior Notes executed by the Issuer and the Company as guarantor to the
Trustee for authentication, together with a Company Order of the Issuer for the
authentication and delivery of such Senior Notes, and the Trustee in accordance
with such Company Order shall authenticate and make such Senior Notes available
for delivery. Each Senior Note shall be dated the date of its authentication.
The Senior Notes may contain such notations, legends or endorsements required by
law, stock exchange rule or usage.

No Senior Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Senior Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Senior Note shall be conclusive evidence, and the only evidence, that such
Senior Note has been duly authenticated and delivered hereunder and is entitled
to the benefits of this Indenture.

SECTION 304. TEMPORARY SENIOR NOTES.

Pending the preparation of definitive Senior Notes, the Issuer and the
Company may

execute, and upon a Company Order of the Issuer, the Trustee shall authenticate
and make available for delivery, temporary Senior Notes which are printed,
lithographed, typewritten, mimeographed, or otherwise produced, in any
authorized denomination, substantially in the tenor of the definitive Senior
Notes in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Senior Notes may determine, as conclusively evidenced by their execution of such
Senior Notes.

If temporary Senior Notes are issued, the Issuer will cause definitive
Senior Notes to be prepared without unreasonable delay. After the preparation
of definitive Senior Notes, the temporary Senior Notes shall be exchangeable for
definitive Senior Notes upon surrender of the temporary Senior Notes at the
office or agency of the Issuer in a Place of Payment, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Senior
Notes, the Issuer and the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Senior Notes of authorized denominations and of
like tenor. Until so exchanged, the temporary Senior Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Senior Notes.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

(a) The Issuer shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency of the Issuer in a Place of Payment being herein
sometimes collectively referred to as the "Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of Senior Notes and for registration of transfers of Senior Notes.
The Trustee is hereby appointed "Registrar" for the purpose of registering
Senior Notes and transfers of Senior Notes as herein provided.

Upon surrender for registration of transfer of any Senior Note at the
office or agency of the Issuer in a Place of Payment, the Issuer shall execute,
and the Trustee shall authenticate and make available for delivery, in the name
of the designated transferee or transferees, one or more new Senior Notes, of
any authorized denomination or denominations and of a like aggregate principal
amount, all as requested by the transferor.

At the option of the Holder, Senior Notes may be exchanged for other Senior
Notes, of any authorized denomination or denominations and of a like aggregate
principal amount, upon surrender of the Senior Notes to be exchanged at such
office or agency upon the payment of the charges, if any, hereinafter provided.
Whenever any of the Senior Notes are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and make available for
delivery, the Senior Notes which the Holder making the exchange is entitled to
receive.

All Senior Notes issued upon any registration of transfer or exchange of
Senior Notes shall be the valid obligations of the Issuer and the Company (as
provided in the Guaranty), evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Senior Notes surrendered upon such
registration of transfer or exchange. Every Senior Note presented or
surrendered for registration of transfer or for exchange shall (if so required
by the Issuer or the

Trustee) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Issuer and the Registrar duly executed, by the
Holder thereof or such Holder's attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Senior Notes, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Senior Notes, other than
exchanges pursuant to Section 304, 906, 1009(f), 1013(b) or 1101(d) not
involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or
exchange the Senior Notes during a period beginning at the opening of business
15 days before the date of the mailing of a notice of redemption of the Senior
Notes selected for redemption under Section 1403 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Senior Notes so selected for redemption in whole or in part, except
the unredeemed portion of any Senior Notes being redeemed in part.

As used in this Section 305, the term "transfer" encompasses any sale,
pledge or other transfer of any Senior Notes referred to herein.

(b) A Global Note may not be transferred, in whole or in part, to any
Person other than the Depositary or a nominee thereof, and no such transfer to
any such other Person may be registered; PROVIDED that this shall not prohibit
any transfer of a Senior Note that is issued in exchange for a Global Note but
is not itself a Global Note. Beneficial interests in a Global Note may be
transferred to persons who take delivery thereof in the form of a beneficial
interest in the same Global Note in accordance with the transfer restrictions
set forth thereon and in accordance with the Depositary's applicable procedures.
Nothing in this Section shall prohibit or render ineffective any transfer of a
beneficial interest in a Global Note effected in accordance with the other
provisions of this Indenture.

(c) Notwithstanding any other provision in this Indenture, any person
having a beneficial interest in a Global Note may, upon written request to the
Trustee, exchange such beneficial interest for Senior Notes in the form of
Certificated Notes, subject to Section 306. In addition, if (i) the Issuer
notifies the Trustee in writing that the Depositary is no longer willing or able
to act as a depositary and the Issuer is unable to locate a qualified successor
within 90 days or (ii) the Issuer, at its option, notifies the Trustee in
writing that it elects to cause the issuance of Notes in the form of
Certificated Notes under the Indenture, then, upon surrender by the Global Note
Holder of its Global Note, Senior Notes in such form will be issued to each
Person that the Global Note Holder and the Depository identify as being the
beneficial owners of the related Notes. Subject to the foregoing, any exchange
of a Global Note for other Certificated Notes may be made in whole or in part,
and all Certificated Notes issued in exchange for a Global Note or any portion
thereof shall be registered in such name or names as the Depository shall
direct.

SECTION 306. TRANSFER AND EXCHANGE OF RESTRICTED SENIOR NOTES.

(a)By its acceptance of any Restricted Senior Note, each Holder of,
and beneficial owner of an interest in, such Restricted Senior Note acknowledges
the restrictions on transfer of such Restricted Senior Note set forth in the
Private Placement Legend thereon and agrees that it will transfer such
Restricted Senior Note only in accordance with the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of a Senior Note not
bearing the Private Placement Legend, the Trustee shall deliver a Senior Note or
Senior Notes that do not bear the Private Placement Legend. Upon the transfer,
exchange or replacement of a Senior Note bearing the Private Placement Legend,
the Trustee shall deliver a Senior Note or Senior Notes bearing the Private
Placement Legend, unless such legend may be removed from such Senior Note as
provided in this Section 306(a). Each Senior Note shall bear the Private
Placement Legend unless and until:

(i)a transfer of such Senior Note is made pursuant to an
effective registration statement under the Securities Act; or

(ii)such Senior Note is transferred or exchanged for the account
of a Person who is not an Affiliate of the Company at the time of the
transfer or exchange and has not been an Affiliate during the preceding
three months, PROVIDED a period of at least three years (or such shorter
period specified in any modification occurring after the Issue Date to Rule
144(k) under the Securities Act or any successor provision thereto) has
elapsed since the later of the date the Senior Notes were acquired from the
Company or from an Affiliate of the Company, and there is delivered to the
Issuer such satisfactory evidence, which may include an opinion of
independent counsel licensed to practice law in the State of New York or
one or more certificates from the transferor, transferee and/or exchanging
parties, as may reasonably be requested by the Issuer confirming that
neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Senior Note will not violate the
registration and prospectus delivery requirements of the Securities Act and
the applicable securities laws of any other jurisdiction; PROVIDED, that
the Trustee shall not be required to determine (but may rely on a
determination made by the Issuer with respect to) the sufficiency of any
such evidence; and upon provision of such evidence, the Trustee shall
authenticate and deliver in exchange for such Senior Note, a Senior Note or
Senior Notes (representing the same aggregate principal amount of the
Senior Note being exchanged) without such Private Placement Legend.

(b)SPECIAL TRANSFER PROVISIONS. The following provisions of this
paragraph (b) are applicable only to Restricted Senior Notes:

(i) TRANSFERS OF CERTIFICATED NOTES TO QIBS OR NON-U.S. PERSONS
IN GLOBAL NOTE FORM. If the Holder of a Certificated Note wishes to
transfer such Certificated Note to a QIB pursuant to Rule 144A or a
Non-U.S. Person pursuant to Regulation S, who wishes to take delivery in
the form of a beneficial interest in a Global Note, such Holder may,
subject to the rules and procedures of the Depositary, cause the exchange
of such Certificated Note for an equivalent beneficial interest in a Global
Note.

Upon receipt by the Trustee, as Registrar, at its office in The City of New
York of (A) such Certificated Note, duly endorsed as provided herein,
(B) instructions from such Holder directing the Trustee, as Registrar, to
credit or cause to be credited a beneficial interest in the Global Note
equal to the principal amount of the Certificated Note to be exchanged,
such instructions to contain information regarding the participant account
with the Depositary to be credited with such increase, (C) a certificate in
the form of Exhibit A attached hereto from the transferor (if such transfer
is to a QIB) or Exhibit D attached hereto (if such transfer is to a
Non-U.S. Person and (D) if the transfer is being made to a Non-U.S. Person
pursuant to Regulation S, a Certificate in the form of Exhibit E attached
hereto from the transferee, then the Trustee, as Registrar, shall cancel or
cause to be canceled such Certificated Note and shall instruct the
Depositary to increase or cause to be increased such Global Note by the
aggregate principal amount of the beneficial interest in the Certificated
Note to be exchanged and to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the
Global Note equal to the principal amount of the Certificated Note so
canceled;

(ii) TRANSFERS OF CERTIFICATED NOTES TO QIBS OR NON-U.S. PERSONS
IN CERTIFICATED FORM. If the Holder of a Certificated Note wishes to
transfer such Certificated Note to a QIB pursuant to Rule 144A or a
Non-U.S. Person pursuant to Regulation S, who wishes to take delivery in
the form of a Certificated Note, such Holder may, subject to the
restrictions on transfer set forth herein and in such Certificated Note,
cause the exchange of such Certificated Note for one or more Certificated
Notes of any authorized denomination or denominations and of the same
aggregate principal amount. Upon receipt by the Trustee, as Registrar, at
its office in The City of New York of (A) such Certificated Note, duly
endorsed as provided herein, (B) instructions from such Holder directing
the Trustee, as Registrar, to authenticate and deliver one or more
Certificated Notes to be exchanged, such instructions to contain the name
or names of the designated transferee or transferees, the authorized
denomination or denominations of the Certificated Notes to be so issued
and appropriate delivery instructions, (C) a certificate in the form of
Exhibit A attached hereto from the transferor (if such transfer is to a
QIB) or Exhibit D hereto (if such transfer is to a Non-U.S. Person) and (4)
if the transfer is being made pursuant to Regulation S to a Non-U.S.
Person, a certificate in the form of Exhibit E attached hereto from the
transferee, then the Trustee, as Registrar, shall cancel or cause to be
canceled such Certificated Note and concurrently therewith, the Issuer
shall execute, and the Trustee shall authenticate and deliver, one or more
Certificated Notes of the same aggregate principal amount, in accordance
with the instructions referred to above;

(iii) TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS. (1)
If a Holder of a beneficial interest in a Global Note deposited with the
Depositary or the Trustee as custodian for the Depositary wishes at any
time to transfer its interest in such Global Note to an Institutional
Accredited Investor, such Holder may, subject to the rules and procedures
of the Depositary, cause the exchange of such interest for one or more
Certificated Notes of any authorized denomination or denominations and of
the same aggregate principal amount. Upon receipt by the Trustee, as
Registrar, at its office in The

City of New York of (A) instructions from the Depositary directing the
Trustee, as Registrar, to authenticate and deliver one or more
Certificated Notes of the same aggregate principal amount as the beneficial
interest in the Global Note to be exchanged, such instructions to contain
the name or names of the designated transferee or transferees, the
authorized denomination or denominations of the Certificated Notes to be
so issued and appropriate delivery instructions, (B) a certificate in the
form of Exhibit B attached hereto from the transferor, (C) a certificate in
the form of Exhibit C attached hereto from the transferee and (D) such
other certifications, legal opinions or other information as the Issuer or
the Trustee may reasonably require to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the applicable
securities laws of any other applicable jurisdiction, then the Trustee, as
Registrar, will instruct the Depositary to reduce or cause to be reduced
such Global Note by the aggregate principal amount of the beneficial
interest therein to be exchanged and to debit or cause to be debited from
the account of the Person making such transfer the beneficial interest in
the Global Note that is being transferred, and concurrently with such
reduction and debit the Issuer shall execute, and the Trustee shall
authenticate and deliver, one or more Certificated Notes of the same
aggregate principal amount in accordance with the instructions referred to
above;

(2) If a Holder of a Certificated Note wishes to transfer such
Note to an Institutional Accredited Investor, such Holder may, subject to
the restrictions on transfer set forth herein and in such Certificated
Note, cause the exchange of such Certificated Note for one or more
Certificated Notes of any authorized denomination or denominations and of
the same aggregate principal amount. Upon receipt by the Trustee, as
Registrar, at its office in The City of New York of (A) such Certificated
Note, duly endorsed as provided herein, (B) instructions from such Holder
directing the Trustee, as Registrar, to authenticate and deliver one or
more Certificated Notes of the same aggregate principal amount as the
Certificated Notes to be exchanged, such instructions to contain the name
or names of the designated transferee or transferees, the authorized
denomination or denominations of the Certificated Notes to be so issued
and appropriate delivery instructions, (C) a certificate in the form of
Exhibit B attached hereto from the transferor, (D) a certificate in the
form of Exhibit C attached hereto from the transferee and (E) such other
certifications, legal opinions or other information as the Issuer or the
Trustee may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the applicable
securities laws of any other applicable jurisdiction, then the Trustee, as
Registrar, shall cancel or cause to be canceled such Certificated Note and
concurrently therewith, the Issuer shall execute, and the Trustee shall
authenticate and deliver, one or more Certificated Notes of the same
aggregate principal amount, in accordance with the instructions referred to
above;

(iv) TRANSFERS OF BENEFICIAL INTERESTS IN A GLOBAL NOTE .
Interests of beneficial owners in a Global Note shall be transferred in
accordance with the rules and procedures of the Depositary (or its
successors), which shall, in the case of an initial

Global Note, include restrictions designed to ensure that the beneficial
owners of such initial Global Note are QIBs or Non-U.S. Persons acquiring
their beneficial interests pursuant to Regulation S.

(v) TRANSFERS PURSUANT TO OTHER EXEMPTIONS. (1) If a Holder of
a beneficial interest in a Global Note deposited with the Depositary or
the Trustee as custodian for the Depositary wishes at any time to transfer
its interest in such Global Note pursuant to another applicable exemption
from the registration requirements of the Securities Act, such Holder may,
subject to the rules and procedures of the Depositary, cause the exchange
of such interest for one or more Certificated Notes of any authorized
denomination or denominations and of the same aggregate principal amount.
Upon receipt by the Trustee, as Registrar, at its office in The City of New
York of (A) instructions from the Depositary directing the Trustee, as
Registrar, to authenticate and deliver one or more Certificated Notes of
the same aggregate principal amount as the beneficial interest in the
Global Note to be exchanged, such instructions to contain the name or names
of the designated transferee or transferees, the authorized denomination or
denominations of the Certificated Notes to be so issued and appropriate
delivery instructions and (B) such certifications, legal opinions or other
information as the Issuer or the Trustee may reasonably require to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and the applicable securities laws of any other applicable
jurisdiction, then the Trustee, as Registrar, will instruct the Depositary
to reduce or cause to be reduced such Global Note by the aggregate
principal amount of the beneficial interest therein to be exchanged and to
debit or cause to be debited from the account of the Person making such
transfer the beneficial interest in the Global Note that is being
transferred, and concurrently with such reduction and debit the Issuer
shall execute, and the Trustee shall authenticate and deliver, one or more
Certificated Notes of the same aggregate principal amount in accordance
with the instructions referred to above; and

(2) if a Holder of a Certificated Note wishes to transfer such
Certificated Note pursuant to another applicable exemption from the
registration requirements of the Securities Act, such Holder may, subject
to the restrictions on transfer set forth herein and in such Certificated
Note, cause the exchange of such Certificated Note for one or more
Certificated Notes of any authorized denomination or denominations and of
the same aggregate principal amount. Upon receipt by the Trustee, as
Registrar, at its office in The City of New York of (A) such Certificated
Note, duly endorsed as provided herein, (B) instructions from such Holder
directing the Trustee, as Registrar, to authenticate and deliver one or
more Certificated Notes of the same aggregate principal amount as the
Certificated Notes to be exchanged, such instructions to contain the name
or authorized denomination or denominations of the Certificated Notes to
be so issued and appropriate delivery instructions and (C) such
certifications, legal opinions or other information as the Issuer or the
Trustee may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the

applicable securities laws of any other applicable jurisdiction, then the
Trustee, as Registrar, shall cancel or cause to be canceled such
Certificated Note and concurrently therewith, the Issuer shall execute, and
the Trustee shall authenticate and deliver, one or more Certificated Notes
of the same aggregate principal amount, in accordance with the instructions
referred to above;

(vi) In the event that a Global Note is exchanged for
Certificated Notes pursuant to Section 3.05(c), such Notes may be exchanged
only in accordance with such procedures as are substantially consistent
with the provisions of clauses (i) through (v) above (including the
certification requirements intended to ensure that such transfers comply
with the Private Placement Legend) and such other procedures as may from
time to time be adopted by the Issuer; and

(vii) The Trustee shall retain for two years, copies of all
documents received pursuant to this Section 3.06. The Issuer shall have
the right to inspect and make copies of all such documents at any
reasonable time upon the giving of reasonable written notice to the
Trustee.

SECTION 307. MUTILATED, DESTROYED, LOST AND STOLEN
SENIOR MORTGAGE NOTES.

If any mutilated Senior Note is surrendered to the Trustee, the Issuer
shall execute and upon the Issuer's request the Trustee shall authenticate and
deliver in exchange therefor a new Senior Note of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer or the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Senior Note and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Issuer or the Trustee that such Senior Note has been acquired by a BONA FIDE
purchaser, the Issuer shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Senior
Note, a new Senior Note of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

No service charge shall be made for the issuance of any new Senior
Note under this Section, but the Issuer may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.

Every new Senior Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Senior Note shall constitute an original additional
contractual obligation of the

Issuer, whether or not the destroyed, lost or stolen Senior Note shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Senior Notes duly
issued hereunder.

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

SECTION 308. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Senior Note which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Senior Note (or one or more Predecessor Senior Notes) is
registered at the close of business on the Record Date for such interest.

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

(1) Issuer may elect to make payment of any Defaulted Interest, and
any interest payable on Defaulted Interest, to the Persons in whose names the
Senior Notes (or their respective Predecessor Senior Notes) are registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Issuer shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Senior Note and the date of the proposed payment, and at the same time
the Issuer shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Issuer of such Special Record Date and, in
the name and at the expense of the Issuer, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder at such Holder's address as
it appears in the Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Senior Notes (or their respective
Predecessor Senior Notes) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following
clause (2).

(2) The Issuer may make payment of any Defaulted Interest, and any
interest

payable on Defaulted Interest, on the Senior Notes in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such
Senior Notes may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Issuer to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.

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

SECTION 309. PERSONS DEEMED OWNERS.

Prior to due presentment of a Senior Note for registration of
transfer, the Issuer, the Company, the Trustee and any agent of the Issuer, the
Company or the Trustee may treat the Person in whose name such Senior Note is
registered as the owner of such Senior Note for the purpose of receiving payment
of principal of (and premium, if any) and (subject to Section 308) interest on
such Senior Note and for all other purposes whatsoever, whether or not such
Senior Note be overdue, and neither the Issuer, the Company, the Trustee nor any
agent of the Issuer, the Company or the Trustee shall be affected by notice to
the contrary.

SECTION 310. CANCELLATION.

All Senior Notes surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Issuer
may at any time deliver to the Trustee for cancellation any Senior Note
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all Senior Notes so delivered shall be
promptly canceled by the Trustee. No Senior Notes shall be authenticated in
lieu of or in exchange for any of the Senior Notes canceled as provided in this
Section, except as expressly permitted by this Indenture. All canceled Senior
Notes shall be held by the Trustee and may be destroyed (and, if so destroyed,
certification of their destruction shall be delivered to the Issuer, unless, by
a Company Order, the Issuer shall direct that canceled Senior Notes be returned
to it).

SECTION 311. COMPUTATION OF INTEREST.

Interest on the Senior Notes shall be computed on the basis of a
360-day year of twelve 30-day months.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

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

(1) either:

(A) all Outstanding Senior Notes theretofore authenticated and
issued hereunder (other than (i) Senior Notes which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306 and (ii)
Senior Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Issuer and thereafter repaid to the Issuer
or discharged from such trust, as provided in Section 1003) have been delivered
to the Trustee for cancellation; or

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

(i) have become due and payable,

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

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

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of (a) the Issuer to the Trustee under Section 607, the obligations
of the Issuer to any Authenticating

Agent under Section 614 and, if money shall have been deposited with the Trustee
pursuant to clause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 (b) the
obligations of the Issuer under Section 1014 and (c) the Company's obligations
pursuant to the Guaranty in respect of the matters specified in (a) and (b)
shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

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

ARTICLE FIVE

REMEDIES

SECTION 501. EVENTS OF DEFAULT AND COMPANY EVENTS OF DEFAULT.

(a) "Event of Default", wherever used herein with respect to Senior
Notes, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or to be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

(1) the Issuer defaults in the payment of interest or Additional
Amounts on any Senior Note when such interest becomes due and payable and the
default continues for a period of 30 days; or

(2) the Issuer defaults in the payment of the principal of (or
premium, if any, on) any Senior Note when the same becomes due and payable at
Maturity or otherwise (except for a default in payment which constitutes a
Company Event of Default); or

(3) the Issuer or the Company fails to observe or perform any of its
other covenants, warranties or agreements in the Senior Notes or this Indenture
(other than a covenant, agreement or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with), and the
failure to observe or perform continues for the period and after the notice
specified in the last paragraph of this Section 501(a); or

(4) (i) the Company fails to pay at final maturity the principal of
any Indebtedness of the Company, whether such Indebtedness now exists or shall
hereafter be created and an aggregate principal amount of not less than
twenty-five million dollars ($25,000,000) (or, if less, the least amount
contained in any similar provision of an instrument governing any outstanding

Subordinated Indebtedness of the Company, but in no event less than ten million
dollars ($10,000,000)) or more of such Indebtedness is outstanding or (ii) an
event or events of default, as defined in any one or more mortgages, indentures,
agreements or instruments under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company, whether such
Indebtedness now exists or shall hereafter be created, shall happen and shall
result in Indebtedness in an aggregate amount of not less than twenty-five
million dollars ($25,000,000) (or, if less, the least amount contained in any
similar provision of an instrument governing any outstanding Subordinated
Indebtedness of the Company, but in no event less than ten million dollars
($10,000,000)) or more becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, and such
acceleration shall not have been rescinded or annulled (or if such acceleration
shall not have been rescinded or annulled, such Indebtedness shall not have been
discharged), within a period of 15 days after there shall have been given to the
Issuer and the Company by the Trustee or by the Holders of at least 25% in
aggregate principal amount of the Outstanding Senior Notes a written notice
specifying such event or events of default and requiring the Company to cause
such acceleration to be rescinded or annulled or to cause such Indebtedness to
be discharged and stating that such notice is a "Notice of Default" hereunder;
or

(5) one or more judgments or decrees shall be entered against the
Issuer or the Company involving, individually or in the aggregate, a liability
of twenty-five million dollars ($25,000,000) or more and a sufficient number of
such judgments or decrees shall not have been vacated, discharged, satisfied or
stayed pending appeal within 30 days from the entry thereof so as to bring the
aggregate liability in respect thereof below the twenty-five million dollar
($25,000,000) threshold; or

(6) the Issuer or the Company pursuant to or within the meaning of
any Bankruptcy Law (i) commences a voluntary case or proceeding under any
Bankruptcy Law with respect to itself, (ii) consents to the entry of a judgment,
decree or order for relief against it in an involuntary case or proceeding under
any Bankruptcy Law, (iii) consents to or acquiesces in the institution of
bankruptcy or insolvency proceedings against it, (iv) applies for, consents to
or acquiesces in the appointment of or taking possession by a Custodian of the
Issuer or the Company or for any material part of its property, (v) makes a
general assignment for the benefit of its creditors or (vi) takes any corporate
action in furtherance of or to facilitate, conditionally or otherwise, any of
the foregoing; or

(7) (i) a court of competent jurisdiction enters a judgment, decree
or order for relief in respect of the Issuer or the Company in an involuntary
case or proceeding under any Bankruptcy Law which shall (A) approve as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
in respect of the Company, (B) appoint a Custodian of the Issuer or the Company
or for any material part of its property or (C) order the winding-up or
liquidation of its affairs, and such judgment, decree or order shall remain
unstayed and in effect for a period of 90 consecutive days; or (ii) any
bankruptcy or insolvency petition or application is filed, or any bankruptcy or
insolvency proceeding is commenced against the Issuer or the Company and such
petition, application or proceeding is not dismissed within 90 days; or (iii)
any

warrant of attachment is issued against any material portion of the property of
the Issuer or the Company which is not released within 90 days of service.

(8) the dissolution or termination of the existence of the Issuer
(prior to the Assumption) or the Company or the liquidation or winding up of the
affairs (in each case whether voluntarily or by operation of law) of the Issuer
(prior to the Assumption) or the Company.

A Default under clause (3) above is not an Event of Default until the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Outstanding Senior Notes notify the Issuer and the Company of the Default and
the Issuer or the Company does not cure the Default within 60 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." When a Default under clause
(3) above is cured within such 60-day period, it ceases.

(b) In the event that the Company fails to make or complete: (a) a
Deficiency Offer required hereunder; (b) an Asset Disposition Offer required
hereunder; (c) a Change of Control Offer required hereunder; or (d) an offer to
repurchase Senior Notes as required under Section 801(4), any such event shall
constitute a Company Event of Default.

(c) The Issuer and the Company shall file with the Trustee written
notice of the occurrence of any Default, Event of Default or Company Event of
Default within five (5) business days of an Officer of such Person becoming
aware of any such Default, Event of Default or Company Event of Default.

SECTION 502. ACCELERATION OF MATURITY;
RESCISSION AND ANNULMENT.

If an Event of Default with respect to Senior Notes (other than an
Event of Default specified in clause (6) or (7) of Section 501) occurs and is
continuing, the Trustee by notice in writing to the Issuer, or the Holders of at
least 25% in aggregate principal amount of the Outstanding Senior Notes by
notice in writing to the Issuer and the Trustee, may declare the unpaid
principal of and accrued interest to the date of acceleration on all the
Outstanding Senior Notes to be due and payable immediately and, upon any such
declaration, the Outstanding Senior Notes shall become and be immediately due
and payable.

If an Event of Default specified in clause (6) or (7) of Section 501
occurs, all unpaid principal (without premium) of and accrued interest on the
Outstanding Senior Notes shall IPSO FACTO become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Senior Note.

If a Company Event of Default occurs, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Outstanding Notes by notice in
writing to the Company (and to the Trustee if given by the Holders of at least
25% in aggregate amount of Notes) may declare all unpaid principal of and
accrued interest and Additional Amounts on the Outstanding Senior Notes to be
immediately due and payable by the Company, and the Company shall be deemed to

have assumed all such obligations as direct obligations of the Company.

Upon payment of all such principal and interest, all of the
obligations of the Issuer under the Senior Notes and the Company under the
Guaranty and (upon payment of the Senior Notes) this Indenture shall terminate,
EXCEPT obligations under Section 607, 1014, 1201 (in respect of the Issuer's
surviving obligations) and 1203.

The Holders representing at least a majority in principal amount of
the Outstanding Senior Notes by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default or
Company Events of Default, other than the nonpayment of the principal and
interest of the Senior Notes that has become due solely by such declaration of
acceleration, have been cured or waived, (ii) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue
principal that has become due otherwise than by such declaration of acceleration
have been paid, (iii) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction and (iv) all payments due to the
Trustee and any predecessor Trustee under Section 607 have been made.

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

The Issuer covenants that if:

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

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

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

If the Issuer fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Issuer and the Company or any other obligor upon such Senior Notes
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Issuer and the Company or any other obligor
upon such Senior Notes, wherever situated.

If an Event of Default or Company Event of Default occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
either for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted therein, or to secure
any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Issuer or the Company or any other obligor
upon the Senior Notes or the property of the Issuer or the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Senior Notes shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Issuer or the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

(1) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Senior Notes or
under the Indenture and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agent and counsel) and of the Holders allowed in such judicial
proceedings, and

(2) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

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

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Senior
Notes or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT
POSSESSION OF SENIOR NOTES.

All rights of action and claims under this Indenture or the Senior
Notes may be prosecuted and enforced by the Trustee without the possession of
any of the Senior Notes or the

production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
in respect of which such judgment has been recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

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

Second: To the payment of the amounts then due and unpaid for
principal of (and premium, if any), interest and Additional Amounts on the
Senior Notes in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Senior Notes for principal (and premium, if
any), interest and Additional Amounts, respectively; and

Third: To the Issuer.

The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 506. At least fifteen (15) days before such
record date, the Trustee shall mail to each Holder and the Issuer a notice that
states the record date, the payment date and the amount to be paid.

SECTION 507. LIMITATION ON SUITS.

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

(1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default or Company Event of Default;

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

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

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

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

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

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

Notwithstanding any other provision of this Indenture, the Holder of
any Senior Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) (subject to Section
308) interest on such Senior Note on the Stated Maturity or Maturities expressed
in such Senior Note (or, in the case of a repurchase offer for Senior Notes
under terms set forth in this Indenture, on the date specified therefor) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement of
mutilated, destroyed, lost or stolen Senior Notes in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion of employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

SECTION 512. CONTROL BY HOLDERS.

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

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

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

(3) subject to Section 601, the Trustee need not take any action
which might involve the Trustee in personal liability or be unduly prejudicial
to the Holders not joining therein.

SECTION 513. WAIVER OF PAST DEFAULTS.

Holders representing not less than a majority in principal amount of
the Outstanding Senior Notes may by written notice to the Trustee on behalf of
the Holders of all Senior Notes waive any Default, Event of Default or Company
Event of Default and its consequences, except a Default, Event of Default or
Company Event of Default

(1) in respect of the payment of the principal of (or premium, if
any) or interest on any Senior Note, or

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

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

SECTION 514. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Senior
Note by such Holder's acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Issuer or the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Senior Notes, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Senior Note on or after the Stated
Maturity or Maturities expressed in such Senior Note (or, in the case of a
repurchase of Senior Notes hereunder, on or after the date specified therefor).

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

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

ARTICLE SIX

THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

(a) Except during the continuance of an Event of Default or Company
Event of Default, the Trustee's duties and responsibilities under this Indenture
shall be governed by Section 315(a) of the Trust Indenture Act as though this
Indenture were qualified under the Trust Indenture Act.

(b) In case an Event of Default or Company Event of Default has
occurred and is continuing, and is actually known to the Trustee, the Trustee
shall exercise the rights and powers vested in it by this Indenture and shall
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

(d) No implied covenants or obligations shall be read into this
Indenture against the Trustee.

SECTION 602. NOTICE OF DEFAULTS.

Within 30 days after the occurrence of any Default, Event of Default
or Company Event of Default, the Trustee shall give to all Holders, as their
names and addresses appear in the Register, notice of such Default, Event of
Default or Company Event of Default or Company Event of Default actually known
to the Trustee, unless such Default, Event of Default or Company Event of
Default shall have been cured or waived; PROVIDED, HOWEVER, that, except in the
case of a Default, Event of Default or Company Event of Default in the payment
of the principal of (or premium, if any) or interest on any Senior Note, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or directors or Responsible Officers
of the Trustee in good faith determine that the withholding of such notice is in
the interest of the Holders.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of the Trust Indenture Act:

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

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

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

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

(5) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or

indemnity against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction;

(6) prior to the occurrence of an Event of Default or Company Event
of Default and after the curing or waiving of all such Events of Default or
Company Events of Default which may have occurred, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, approval or other paper or document, or the
books and records of the Issuer or the Company, unless requested in writing to
do so by the Holders of a majority in principal amount of the Outstanding Senior
Notes; PROVIDED, HOWEVER, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is not, in the opinion of the Trustee, reasonably
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding; the reasonable expense
of every such investigation shall be paid by the Issuer or, if paid by the
Trustee, shall be repaid by the Issuer upon demand;

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

(8) the Trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder or in the exercise of its rights or power, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SENIOR NOTES.

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

SECTION 605. MAY HOLD SENIOR NOTES.

The Trustee, any Authenticating Agent, any Paying Agent, any Registrar
or any other agent of the Issuer or the Company, in its individual or any other
capacity, may become the owner or pledgee of Senior Notes and, subject to
Sections 608 and 613, may otherwise deal with the Issuer and the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Registrar or such other agent.

SECTION 606. MONEY HELD IN TRUST.

Money held by the Trustee in trust hereunder (including amounts held
by the Trustee as Paying Agent) need not be segregated from other funds except
to the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed upon
in writing with the Issuer.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

The Issuer and the Company jointly and severally agree:

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

(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability, damage, claim or expense, including taxes (other than taxes
based upon or determined or measured by the income of the Trustee), incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

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

When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(6) or Section 501(7), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

The provisions of this Section 607 shall survive the termination of
this Indenture and the resignation or removal of the Trustee.

SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

The Trustee shall be disqualified only where such disqualification is
required by

Section 310(b) of the Trust Indenture Act.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act
having a combined capital and surplus of at least fifty million dollars
($50,000,000) subject to supervision or examination by federal or State
authority, to the extent there is such an institution eligible and willing to
serve. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
Neither the Company nor any Affiliate of the Issuer or the Company may serve as
Trustee. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

(b) The Trustee may resign at any time by giving written notice
thereof to the Issuer. If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

(c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Senior Notes, delivered to the
Trustee and to the Issuer.

(d) If at any time:

(i) the Trustee shall fail to comply with Section 310(b) of the Trust
Indenture Act after written request therefor by the Issuer or by any Holder who
has been a BONA FIDE Holder for at least six months; or

(ii) the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Issuer or by any
Holder who has been a BONA FIDE Holder for at least six months; or

(iii) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any

public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (A) the Issuer by a Board Resolution may
remove the Trustee, or (B) subject to Section 315(e) of the Trust Indenture Act,
any Holder who has been a BONA FIDE Holder for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee, subject to any stay of such removal entered in accordance
with Section 310(b) of the Trust Indenture Act.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Issuer, by a Board Resolution, shall promptly appoint a successor Trustee and
shall comply with the applicable requirements of Section 611. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Senior Notes delivered to the
Issuer and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee shall have been so appointed by the Issuer or the Holders and
accepted appointment in the manner required by Section 611, any Holder who has
been a BONA FIDE Holder for at least six months may, subject to Section 514
hereof, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee.

(f) The Issuer shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to all Holders as
their names and addresses appear in the Register. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

(iii) SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(a) In case of the appointment hereunder of a successor Trustee,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Issuer and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Issuer or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject to its Lien, if any, provided for in
Section 607.

(b) Upon request of any such successor Trustee, the Issuer shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor

Trustee all such rights, powers and trusts referred to in Subsection (a) above.

(c) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article and the Trust Indenture Act.

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

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversation or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article and the
Trust Indenture Act, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Senior Notes shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Senior Notes so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Senior Notes.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

At any time when any of the Senior Notes remain Outstanding the
Trustee may appoint an Authenticating Agent or Agents which shall be authorized
to act on behalf of, and subject to the direction of, the Trustee to
authenticate Senior Notes issued upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Senior Notes so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Senior Notes by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Issuer and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than fifty million dollars ($50,000,000) and subject to
supervision or examination by federal or State authority. If such
Authenticating Agent publishes reports of condition at least

annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Issuer. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Issuer and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders, as their
names and addresses appear in the Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

The Issuer agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

If an appointment is made pursuant to this Section, the Senior Notes
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form:

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

This is one of the 11-1/2% Senior Notes due 2006 issued under the
Indenture referred to in this Senior Note.

THE BANK OF NEW YORK
as Trustee

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

as Authenticating Agent

By:
-------------
AUTHORIZED SIGNATORY

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY THE TRUSTEE AND THE ISSUER

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

The Issuer will furnish or cause to be furnished to the Trustee:

(1) semi-annually, not later than January 1 and July 1 in each year,
a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of the preceding December 15 or June 15, as the case
may be, and

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

PROVIDED, HOWEVER, that so long as the Trustee is the Registrar, no such list
shall be required to be furnished.

SECTION 702. PRESERVATION OF INFORMATION;
COMMUNICATIONS TO HOLDERS.

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

(b) Holders may communicate as provided in Section 312(b) of the
Trust Indenture Act with other Holders with respect to their rights under this
Indenture or under the Senior Notes, and the Trustee shall comply with its
obligations under such Section 312(b).

(c) Each Holder of Senior Notes, by receiving and holding the same,
agrees with the Issuer and the Company and the Trustee that none of the Issuer,
the Company or the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 702(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under

Section 702(b).

SECTION 703. REPORTS BY TRUSTEE.

(a) Within 60 days after May 15 of each year commencing with the year
1997, the Trustee shall transmit by mail to all Holders as provided in Section
313(c) of the Trust Indenture Act, a brief report dated as of such May 15, if
required by and in compliance with Section 313(a) of the Trust Indenture Act.

(b) The Trustee shall comply with Sections 313(b) and 313(c) of the
Trust Indenture Act.

(c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Senior Notes are listed, with the Commission and with the Issuer. The
Company will notify the Trustee when any of the Senior Notes are listed on any
stock exchange.

SECTION 704. REPORTS BY COMPANY.

(a) The Issuer and the Company shall:

(1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, 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 from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, within the earlier of (a) the same 15 days after the Company would
have been required to file with the Commission under the preceding clause and
(b) the date which it is required to so file under the 1991 Indenture so long as
any Indebtedness is outstanding thereunder, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

(2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations;

(3) transmit by mail to all Holders, as their names and addresses
appear in the Register, (a) concurrently with furnishing the same to its
stockholders, the Company's annual report to stockholders, containing certified
financial statements, and any other financial reports which the Company
generally furnishes to its stockholders, and (b) within 30 days after the filing

thereof with the Trustee, such summaries of any other information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission; and

(4) furnish to the Trustee, on or before May 1 of each year, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Issuer's and the
Company's compliance with all conditions and covenants under this Indenture.
For purposes of this paragraph, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture. Such certificate need not comply with Section 102.

(b) At any time when the Company is not subject to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, upon request of a
Holder of a Senior Note or, in the case of a Global Note, or of a beneficial
owner of an interest in a Global Note, the Issuer and the Company will promptly
furnish or cause to be furnished Rule 144A Information (as defined below) to
such Holder (or beneficial owner of a Global Note), or to a prospective
purchaser of a Note (or a beneficial interest in a Global Note) designated by
such holder (or beneficial owner of such interest), in order to permit
compliance by such Holder (or beneficial owner) with Rule 144A under the
Securities Act. "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor
provision thereto).

ARTICLE EIGHT

CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

SECTION 801. WHEN COMPANY MAY MERGE, ETC.

The Company shall not consolidate with, or merge with or into any
other corporation (whether or not the Company shall be the surviving
corporation), or sell, assign, transfer or lease all or substantially all of its
properties and assets as an entirety or substantially as an entirety to any
Person or group of affiliated Persons, in one transaction or a series of related
transactions, unless:

(1) either the Company shall be the continuing Person or the Person
(if other than the Company) formed by such consolidation or with which or into
which the Company is merged or the Person (or group of affiliated Persons) to
which all or substantially all the properties and assets of the Company as an
entirety are sold, assigned, transferred or leased is a corporation (or
constitute corporations) organized and existing under the laws of the United
States of America or any State thereof or the District of Columbia and expressly
assumes, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of the Company
under the Senior Notes and this Indenture;

(2) immediately before and after giving effect to such transaction or
series of related transactions, no Event of Default, and no Default, shall have
occurred and be continuing;

(3) immediately after giving effect to such transaction or series of
related transactions on a PRO FORMA basis, but prior to any purchase accounting
adjustments resulting from the transaction or series of related transactions,
the Consolidated Net Worth of the Company (or of the surviving, consolidated or
transferee entity if the Company is not continuing, treating such entity as the
Company for purposes of determining Consolidated Net Worth) shall be at least
equal to the Consolidated Net Worth of the Company immediately before such
transaction or series of related transactions; and

(4) immediately after giving effect to such transaction or series of
related transactions, the Company (or the surviving, consolidated or transferee
entity if the Company is not continuing, but treating such entity as the Company
for purposes of making such determination) would be permitted to incur an
additional dollar of Indebtedness (not constituting Permitted Indebtedness)
immediately prior to such transaction or series of related transactions under
Section 1008; PROVIDED, HOWEVER, that this Subsection (4) shall be inapplicable
if (a) such transaction or series of related transactions would result in the
occurrence of a Change of Control or (b) immediately prior to giving effect to
such transaction or series of related transactions, the Company would not be
permitted to incur an additional dollar of Indebtedness (not constituting
Permitted Indebtedness) under Section 1008, and immediately after giving effect
to such transaction or series of related transactions on a PRO FORMA basis, but
prior to any purchase accounting adjustments resulting from the transaction or
series of related transactions, the Consolidated Interest Coverage Ratio of the
Company (or the surviving, consolidated or transferee entity if the Company is
not continuing, treating such entity as the Company for purposes of determining
Consolidated Interest Coverage Ratio) shall be at least equal to the
Consolidated Interest Coverage Ratio of the Company immediately before such
transaction or series of related transactions; and PROVIDED, FURTHER, that
notwithstanding the foregoing, if this Subsection (4) is inapplicable by reason
of clause (b) of the first proviso to this Subsection, and at the date three
months after the consummation of such transaction or series of related
transactions the rating ascribed to the Senior Notes by Standard & Poor's
Corporation or Xxxxx'x Investors Service, Inc. shall be lower than the rating
ascribed to the Senior Notes prior to the public announcement of such
transaction or series of related transactions, then the Company shall make an
offer for the Senior Notes at the same price and following the same procedures
and obligations as required with respect to a Change of Control pursuant to
Section 1013 (as if such date three months after the giving effect to such
transaction or series of related transactions were the Change of Control Date).

SECTION 802. SENIOR NOTES TO BE SECURED IN CERTAIN EVENTS.

If, upon any consolidation or merger, or upon any sale, assignment,
transfer or lease as provided in Section 801, any material property of the
Company or any Restricted Subsidiary or any shares of Capital Stock or
Indebtedness of any Restricted Subsidiary, owned immediately prior thereto,
would thereupon become subject to any Lien securing any indebtedness for
borrowed money of, or guaranteed by, such other corporation or Person (other
than any Permitted Lien), the Company, prior to such consolidation, merger,
sale, assignment, transfer or lease, will by indenture supplemental hereto
secure the due and punctual payment of the principal

of, and premium, if any, and interest on the Senior Notes then Outstanding
(together with, if the Company shall so determine, any other Indebtedness of, or
guaranteed by, the Company or any Restricted Subsidiary and then existing or
thereafter created) equally and ratably with (or, at the option of the Company,
prior to) the Indebtedness secured by such Lien.

SECTION 803. OFFICER'S CERTIFICATE; OPINION OF COUNSEL.

The Company shall deliver to the Trustee prior to the proposed
transaction(s) covered by Section 801 an Officer's Certificate and an Opinion of
Counsel, each stating that the transaction(s) and such supplemental indenture
comply with this Indenture and that all conditions precedent to the consummation
of the transaction(s) under this Indenture have been met.

SECTION 804. SUCCESSOR CORPORATION SUBSTITUTED.

Upon any consolidation by the Company with or merger by the Company
into any other corporation or any lease, sale, assignment or transfer of all or
substantially all of the property and assets of the Company in accordance with
Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or the successor corporation or affiliated group of
corporations to which such lease, sale, assignment or 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 or corporations had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation or
corporations shall be relieved of all obligations and covenants under this
Indenture and the Senior Notes and in the event of such conveyance or transfer,
except in the case of a lease, any such predecessor corporation may be dissolved
and liquidated.

ARTICLE NINE

SUPPLEMENTS TO THE INDENTURE

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without notice to or the consent of any Holders, the Issuer and the
Company, when authorized by Board Resolutions, and the Trustee, at any time and
from time to time, may, subject to Section 1003, enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

(1) to evidence the succession of another Person to the Issuer or the
Company and the assumption by any such successor of the covenants of the Issuer
or the Company herein and in the Senior Notes; or

(2) to add to the covenants of the Issuer and the Company for the
benefit of the Holders or to surrender any right or power herein or in the
Senior Notes conferred upon the Issuer or the Company; or

(3) to add any additional Events of Default or Company Events of
Default; or

(4) to secure the Senior Notes; or

(5) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee; or

(6) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision herein which may be inconsistent with any other
provision herein; or

(7) to provide for the assumption by the Company of all of the
obligations of the Issuer under the Indenture, the Notes and all related
documents; or

(8) to make any change that does not materially adversely affect the
interests of the Holders.

Upon request of the Issuer and the Company, accompanied by Board
Resolutions of each of them authorizing the execution of any such supplemental
indenture, and upon receipt by the Trustee of the documents described in (and
subject to the last sentence of) Section 903, the Trustee shall join with the
Issuer and the Company in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the written consent of Holders representing at least a majority
in principal amount of the Outstanding Senior Notes, by Act of said Holders
delivered to the Issuer and the Trustee, the Issuer and the Company, when
authorized by Board Resolutions, and the Trustee shall, subject to Section 903,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Senior
Note,

(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Senior Note, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof or extend the time for payment thereof, or change
the Place of Payment where, or the coin or currency in which, any Senior Note or
any premium or the interest thereon is payable, or impair the right to institute
a suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of a repurchase offer for the Senior Notes under this
Indenture, on or after the repurchase date specified therefor), or

(2) reduce the percentage in principal amount of the Outstanding
Senior Notes, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver of
compliance with certain provisions of this Indenture

or Defaults, Events of Default or Company Events of Default hereunder and their
consequences provided for in this Indenture, or

(3) change the repurchase provisions (including those contained in
Section 801(4), Article Eleven, Section 1009 and Section 1013) hereof in a
manner adverse to such Holder, or

(4) subordinate in right of payment, or otherwise subordinate, the
Senior Notes to any other Indebtedness; or

(5) modify any of the provisions of this Section, Section 513 or
Section 1014, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Senior Note affected thereby,
PROVIDED, HOWEVER, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1014, or the deletion of this
proviso, in accordance with the requirements of Sections 611(b) and 901(7).

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

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

The Trustee shall sign any supplemental indenture authorized pursuant
to this Article, subject to the last sentence of this Section 903. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as though this Indenture
were qualified thereunder.

SECTION 906. REFERENCE IN SENIOR NOTES TO SUPPLEMENTAL INDENTURES.

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

ARTICLE TEN

COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Issuer covenants and agrees for the benefit of the Holders that it
will duly and punctually pay the principal of (and premium, if any) and interest
on the Senior Notes in United States Dollars accordance with the terms of the
Senior Notes and this Indenture. An installment of principal or interest shall
be considered paid on the date it is due if the Trustee or Paying Agent holds by
12:00 noon New York City time on that date dollars designated for and
sufficient to pay the installment and is not prohibited from paying such money
to the Holders pursuant to the terms of this Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Issuer and the Company will maintain in the Place of Payment, an
office or agency where Senior Notes may be presented or surrendered for payment,
where Senior Notes may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Issuer and the Company in respect
of the Senior Notes and this Indenture may be served. The Issuer or the Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Issuer and the
Company shall fail to maintain such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Issuer and the Company each hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.

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

SECTION 1003. MONEY FOR SENIOR NOTES PAYMENTS
TO BE HELD IN TRUST.

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

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

The Issuer will cause each Paying Agent for the Senior Notes (other
than the Trustee) to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest on Senior Notes in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Issuer or the
Company (or any other obligor upon the Senior Notes) in the making of any
payment of principal (and premium, if any), interest or Additional Amounts on
the Senior Notes; and

(3) 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.

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

Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer or the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Senior Note and remaining unclaimed for one
year after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Issuer or the

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

SECTION 1004. CORPORATE EXISTENCE.

Subject to Article Eight, the Issuer and the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and that of each of the Company's Restricted
Subsidiaries and the rights (charter and statutory), licenses and franchises of
the Company and its Restricted Subsidiaries; PROVIDED, HOWEVER, that (a) the
Company shall not be required to preserve any such right, license or franchise
or the corporate existence of any of its Restricted Subsidiaries (other than the
Issuer on or prior to the Assumption) if the Board of Directors, or the board of
directors of the Restricted Subsidiary concerned, as the case may be, shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company or any of its Restricted Subsidiaries and that the
loss thereof is not materially disadvantageous to the Holders; (b) nothing
herein contained shall prevent any Restricted Subsidiary of the Company from (i)
liquidating or dissolving (other than the Issuer prior to the Assumption), or
(ii) merging into, or consolidating with the Company (PROVIDED that the Company
shall be the continuing or surviving corporation) or with any one or more
Restricted Subsidiaries of the Company if the Board of Directors or the board of
directors of the Restricted Subsidiary concerned, as the case may be, shall so
determine, provided that any such merger or consolidation involving the Issuer
on or prior to the Assumption may only be with a Wholly Owned Subsidiary.

SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary and (2) all lawful claims against the Company or any
Restricted Subsidiary for labor, materials and supplies which in the case of
either clause (1) or (2) of this Section, if unpaid, might by law become a
material Lien upon the property of the Company or any Restricted Subsidiary;
PROVIDED, HOWEVER, that neither the Company nor any Restricted Subsidiary shall
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being

contested in good faith by appropriate proceedings.

SECTION 1006. RESTRICTION ON DIVIDENDS.

The Company will not, and will not permit any Subsidiary of the
Company to, directly or indirectly, (1) declare or pay any dividend or make any
distribution, in cash or otherwise, in respect of any shares of Capital Stock of
the Company or to the holders of Capital Stock of the Company as such (other
than dividends or distributions payable in shares of Capital Stock of the
Company (other than Redeemable Stock)) or (2) purchase, redeem or otherwise
acquire or retire for value any of the Capital Stock of the Company or options,
warrants or other rights to acquire any such Capital Stock, other than
acquisitions of Capital Stock or such options, warrants or other rights by any
Subsidiary of the Company from the Company (any such transaction included in
clause (1) or (2) being hereafter collectively referred to as a "Restricted
Payment") if (i) at the time of such Restricted Payment and after giving effect
thereto, (a) an Event of Default shall have occurred and be continuing or (b)
the Consolidated Net Worth of the Company shall be less than seven hundred fifty
million dollars ($750,000,000); or if (ii) after giving effect to such
Restricted Payment, the aggregate amount expended subsequent to November 1,
1991, for all such Restricted Payments (the amount of any Restricted Payment, if
other than cash, to be the fair market value of such payment as determined by
the Board of Directors of the Company, whose reasonable determination shall be
conclusive and evidenced by a Board Resolution) exceeds the algebraic sum of (w)
a number calculated as follows: (A) if the aggregate Consolidated Net Income of
the Company earned on a cumulative basis during the period subsequent to
September 30, 1991 through the end of the last fiscal quarter that is prior to
the declaration of any such dividend or distribution or the giving of notice of
such purchase, redemption or other acquisition or retirement and for which such
financial information is then available, is a positive number, then 100% of such
positive number, and (B) if the aggregate Consolidated Net Income of the Company
earned on a cumulative basis during the period subsequent to September 30, 1991
through the end of the last fiscal quarter that is prior to the declaration of
any such dividend or distribution or the giving of notice of such purchase,
redemption or other acquisition or retirement and for which such financial
information is then available, is a negative number, then 100% of such negative
number, (x) the aggregate net cash proceeds received by the Company from the
issuance and sale, other than to a Subsidiary of the Company, subsequent to
November 1, 1991, of Capital Stock (including Capital Stock issued upon the
conversion of, or in exchange for, securities other than Capital Stock and
options, warrants or other rights to acquire Capital Stock, but excluding
Redeemable Stock), (y) the aggregate net cash proceeds originally received by
the Company from the issuance and sale, other than to a Subsidiary of the
Company, of Indebtedness of the Company that is converted into Capital Stock of
the Company subsequent to November 1, 1991, and (z) three hundred million
dollars ($300,000,000); PROVIDED, HOWEVER, that the retirement of any shares of
the Company's Capital Stock by exchange for, or out of the proceeds of the
substantially concurrent sale of, other shares of Capital Stock of the Company
other than Redeemable Stock shall not constitute a Restricted Payment. If all
of the conditions to the declaration of a dividend or distribution set out in
this Section are satisfied at the time such dividend or distribution is
declared, then such dividend or distribution may be paid or made within sixty
days after such declaration even if the

payment of such dividend, the making of such distribution or the declaration
thereof would not have been permitted under this Section at any time after such
declaration.

The Issuer will not declare or pay any dividend or make any
distribution, in cash or otherwise, in respect of any shares of its Capital
Stock other than to the Company.

SECTION 1007. LIMITATION ON FUTURE LIENS AND GUARANTIES.

(a) If the Company or any Subsidiary of the Company shall create,
incur, assume or suffer to exist any Lien upon any of the assets of the Company
or a Subsidiary of the Company (whether such assets are owned at November 1,
1991 or thereafter acquired) as security for (i) any Indebtedness or other
obligation (whether unconditional or contingent) of the Company that ranks PARI
PASSU with the Senior Notes or any Indebtedness or other obligation (whether
unconditional or contingent) of a Subsidiary of the Company, the Company will
secure or will cause such Subsidiary to guarantee and secure the Outstanding
Senior Notes equally and ratably with (or, at the option of the Company, prior
to) such Indebtedness or other obligation, so long as such Indebtedness or other
obligation shall be so secured, or (ii) any Subordinated Indebtedness, the
Company will secure the Outstanding Senior Notes prior to such Subordinated
Indebtedness, so long as such Subordinated Indebtedness shall be so secured;
PROVIDED, HOWEVER, that this Subsection shall not apply in the case of Permitted
Liens or Liens granted by any Unrestricted Subsidiary to secure Indebtedness or
other obligations of itself or of any Person other than the Company and its
Restricted Subsidiaries.

(b) The Company will not guarantee the Indebtedness of any Subsidiary
of the Company and will not permit any such Subsidiary to guarantee (i) any
Indebtedness of the Company that ranks PARI PASSU with the Senior Notes, (ii)
any Indebtedness of a Subsidiary of the Company or (iii) any Subordinated
Indebtedness; PROVIDED, HOWEVER, that this Subsection shall not apply to (1) any
guaranty by a Subsidiary if such Subsidiary also guarantees the Senior Notes on
a PARI PASSU basis with respect to guaranties of Indebtedness described in
clause (i) and (ii) and on a senior basis with respect to guaranties of
Indebtedness described in clause (iii); (2) any guaranty existing on November 1,
1991 or any extension or renewal of such guaranty to the extent such extension
or renewal is for the same or a lesser amount; (3) any guaranty which
constitutes Indebtedness permitted by clause (v) or (vi) of the definition of
Permitted Indebtedness granted by a Person permitted to incur such Indebtedness;
(4) any guaranty by the Company of Indebtedness of a Restricted Subsidiary,
PROVIDED that (A) incurrence of such Indebtedness of the Restricted Subsidiary
is not prohibited by this Indenture and (B) (x) such guaranty constitutes
Indebtedness of the Company incurred as Permitted Indebtedness pursuant to
clause (vii) or (viii) of the definition of Permitted Indebtedness (it being
understood that, for purposes of determining Permitted Indebtedness, any such
guaranty shall be deemed to constitute Indebtedness separate from, and, in
addition to, Indebtedness of a Restricted Subsidiary which is so guaranteed) or
(y) immediately prior to and (on a PRO FORMA basis) after granting such
guaranty, the Company would be permitted to incur an additional dollar of
Indebtedness (not constituting Permitted Indebtedness) under Section 1008; (5)
any guaranty by an Unrestricted Subsidiary of Indebtedness or other obligations
of any Person other than the Company and its Restricted

Subsidiaries; (6) any guaranty by the Company or any Subsidiary or Seminole of
Indebtedness or other obligations constituting Indebtedness permitted by clause
(i)(a) of the definition of Permitted Indebtedness in a principal amount not
exceeding the principal amount outstanding or committed under the Credit
Agreements (including any letter of credit facility, but without duplication
with respect to commitments for loans the use of proceeds of which is restricted
to repayment of other Indebtedness under the Credit Agreements) as of
November 1, 1991, PLUS two hundred fifty million dollars ($250,000,000) and LESS
the proceeds from the sale of all Indebtedness under the 1991 Indenture issued
from time to time applied to repay Indebtedness under the Credit Agreements; (7)
any guaranty by the Company of Indebtedness of any Restricted Subsidiary
outstanding on November 1, 1991 which is not subordinated to any Indebtedness of
such Restricted Subsidiary, and any renewal, extension or refinancing of such
Indebtedness permitted by this Indenture; (8) any guaranty by the Company of
Indebtedness of any Restricted Subsidiary that is organized under the laws of a
jurisdiction other than the United States or any subdivision thereof, PROVIDED
that the incurrence of such Indebtedness of such Restricted Subsidiary is not
prohibited by this Indenture; (9) any guaranty by a Restricted Subsidiary that
is organized under the laws of a jurisdiction other than the United States or
any subdivision thereof of the Indebtedness of any of its Subsidiaries that is a
Restricted Subsidiary and that is organized under the laws of a jurisdiction
other than the United States or any subdivision thereof, PROVIDED that
incurrence of such Indebtedness of such Restricted Subsidiary is not prohibited
by this Indenture; (10) any guaranty by the Company or a Subsidiary of the
Company of Indebtedness or other obligations in a principal amount not exceeding
two hundred fifty thousand dollars ($250,000); (11) any guaranty in the form of
an endorsement of negotiable instruments for deposit or collection and similar
transactions; (12) any guaranty arising under or in connection with performance
bonds, indemnity bonds, surety bonds, or commercial letters of credit not
exceeding twenty-five million dollars ($25,000,000) in aggregate principal
amount from time to time outstanding; (13) any guaranty by a Subsidiary of the
Company of Indebtedness or other obligations of another Subsidiary in effect at
the time of such guarantor becoming a Subsidiary and not created in
contemplation thereof; or (14) any guaranty by the Company or a Restricted
Subsidiary of any Interest Swap Obligation, Currency Agreement or Commodities
Agreement relating to Indebtedness that is guaranteed pursuant to another clause
of this Subsection.

(c) Notwithstanding subparagraphs (a) and (b), the Issuer will not
(i) create, incur, assume or suffer to exist any Lien upon any of its assets
other than Liens specified in (1) clause (i), (iii), (vi), (vii) or (xvi) of the
definition of Ordinary Course of Business Liens or (2) clause (v) of the
definition of Permitted Liens (in respect of the Indenture only) or (iii)
guarantee any Indebtedness.

SECTION 1008. LIMITATION ON FUTURE INCURRENCE OF INDEBTEDNESS.

(a) The Company will not, and will not permit any Restricted
Subsidiary to, incur, create, assume, guarantee or in any other manner become
directly or indirectly liable with respect to or responsible for the payment of
any Indebtedness except: (1) Permitted Indebtedness; and (2) Indebtedness of
the Company if at the time thereof and after giving effect thereto the
Consolidated Interest Coverage Ratio of the Company, on a PRO FORMA basis for
the

then four most recent fiscal quarters, taken as a whole (giving effect to (i)
such Indebtedness and (ii) the effect on the Consolidated Cash Flow Available
for Fixed Charges of the Company for the then four most recent fiscal quarters,
taken as a whole, as a result of any acquisition of a Person acquired by the
Company or any Restricted Subsidiary with the proceeds of such Indebtedness),
would be greater than 1.75 to 1. Without limiting the foregoing, the Company
shall not, and shall not permit any Restricted Subsidiary to, guarantee, or in
any other manner become directly or indirectly liable with respect to or
responsible for the payment of, Indebtedness of any Unrestricted Subsidiary in
an amount greater than, for all guaranties and undertakings of responsibility by
the Company and its Restricted Subsidiaries, 20% of the aggregate amount of
Indebtedness of such Unrestricted Subsidiary.

(b) Notwithstanding the foregoing, the Issuer will not incur, create,
assume, guarantee or in any other manner become directly or indirectly liable
with respect to or responsible for the payment of any Indebtedness other than
the Notes and Indebtedness owed to the Company or a Wholly Owned Subsidiary.

SECTION 1009. LIMITATION ON ASSET DISPOSITIONS.

(a) (i) The Company will not, and will not permit any Restricted
Subsidiary to, make any Asset Disposition. In the event that the Company fails
to observe the covenant set forth in the foregoing sentence, such event of
failure shall constitute an Event of Default unless (i) (except as otherwise
permitted in the last sentence of Subsection (g) below) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Disposition at least equal to the fair market value for the assets
sold or otherwise disposed of (which shall be as determined in good faith (x) in
the case of dispositions of assets having a fair market value of ten million
dollars ($10,000,000) or more, by the Board of Directors, whose reasonable
determination shall be conclusive and evidenced by a Board Resolution, or (y) in
the case of dispositions of assets having a fair market value of less than ten
million dollars ($10,000,000) but not less than five million dollars
($5,000,000), an Officer of the Company, whose reasonable determination shall be
conclusive and evidenced by a certificate of such Officer) and (ii) the Company
applies the aggregate net proceeds in excess of three hundred million dollars
($300,000,000) received by the Company or any Restricted Subsidiary from all
Asset Dispositions occurring subsequent to November 1, 1991 (but excluding for
purposes of this clause (ii), whether before or after the receipt of net
proceeds in excess of three hundred million dollars ($300,000,000), (1) the net
proceeds of any Asset Disposition or series of related Asset Dispositions where
the net proceeds are less than five million dollars ($5,000,000) and (2) the
first twenty-five million dollars ($25,000,000) of net proceeds in each fiscal
year without taking into account any amount excluded pursuant to (1)) as
follows: (A) to the payment or prepayment of any Senior Indebtedness within six
months of such Asset Disposition, or (B) to investment in the business of the
Company and its Restricted Subsidiaries (including, without limitation, by
acquiring equity, other than Redeemable Stock, of the transferee of such Asset
Disposition) within six months of such Asset Disposition or, if such investment
is with respect to a project to be completed within a period greater than six
months from such Asset Disposition, then within the period of time necessary to
complete such project; PROVIDED, HOWEVER, that (x) in the case of

applications contemplated by clause (B), the Board of Directors has, within such
six-month period, adopted in good faith a resolution committing such excess
proceeds to such investment, (y) EXCEPT as provided in the next sentence, none
of such excess proceeds shall be used to make any Restricted Payment or any
payment in respect of Subordinated Indebtedness and (z) to the extent not
applied in accordance with clauses (A) or (B) above, or if after being so
applied there remain excess net proceeds in an amount greater than ten million
dollars ($10,000,000), the Company shall make a PRO RATA offer to all Holders to
purchase Senior Notes at 100% of principal amount, plus accrued and unpaid
interest to the Asset Disposition Payment Date, up to an aggregate principal
amount equal to such excess net proceeds (as adjusted pursuant to Subsection (g)
of this Section, the "Asset Disposition Offer Amount"). If after being applied
in accordance with clauses (A), (B) and (z) above there remain excess net
proceeds, the Company will apply such excess net proceeds to the general
corporate purposes of the Company or any Subsidiary of the Company.

(b) Notwithstanding Subsection (a) of this Section, to the extent the
Company or any of its Restricted Subsidiaries receives securities or other
non-cash property or assets as proceeds of an Asset Disposition (other than
equity in the transferee not constituting Redeemable Stock), the Company shall
not be required to make any application required by Subsection (a) of this
Section until the Company or such Restricted Subsidiary receives cash proceeds
from a sale, repayment, exchange, redemption or retirement of or extraordinary
dividend or return of capital on such non-cash property, EXCEPT that if and to
the extent the sum of all cash proceeds plus the fair market value of equity
(other than Redeemable Stock) in the transferee of such Asset Disposition
received at the time of such Asset Disposition is less than 70% of the fair
market value of the total proceeds of such Asset Disposition (with such fair
market value determined and evidenced in the same manner as stated in clause (i)
of Subsection (a) of this Section), the amount of such deficiency (the
"Deficiency Amount") shall be applied as required by Subsection (a) of this
Section as if received at the time of the Asset Disposition. Any amounts
deferred pursuant to the preceding sentence shall be applied in accordance with
Subsection (a) of this Section when cash proceeds are thereafter received from a
sale, repayment, exchange, redemption or retirement of or extraordinary dividend
or return of capital on such non-cash property; PROVIDED, HOWEVER, that the
Company shall not be required to apply with respect to any equity interest in a
transferee an amount exceeding the fair market value attributable to such equity
interest at the time of the Asset Disposition; and PROVIDED, FURTHER, that if a
Deficiency Amount was applied pursuant to the exception contained in the
preceding sentence, then once the cumulative amount of applications made
pursuant to Subsections (a) and (b) of this Section (including any Deficiency
Amounts) equals 100% of the fair market value of the total proceeds of the Asset
Disposition at the time of such Asset Disposition, cash proceeds thereafter
received from a sale, repayment, exchange, redemption or retirement of or
extraordinary dividend or return of capital on such non-cash property shall not
be required to be applied in accordance with Subsection (a) of this Section
EXCEPT to the extent such cash proceeds exceed the Deficiency Amount.

(c) An offer to purchase Senior Notes required to be made pursuant to
this Section is referred to as an "Asset Disposition Offer" and the date on
which the purchase of Senior Notes relating to any such Asset Disposition Offer
is to be made is referred to as the

"Asset Disposition Payment Date."

(d) The Company shall provide the Trustee with notice of an Asset
Disposition Offer and with all information required to accompany the notice
described in (e) below, at least 45 days before any such Asset Disposition
Payment Date and at least 10 days before the notice of any Asset Disposition
Offer is mailed to Holders.

(e) Notice of an Asset Disposition Offer described in this Section
shall be mailed on behalf of the Company by the Trustee to all Holders at their
last registered addresses not less than 30 days nor more than 60 days before the
Asset Disposition Payment Date, which shall be a date not more than 210 days
after the Asset Disposition giving rise to such Asset Disposition Offer. The
Asset Disposition Offer shall remain open from the time of the mailing of such
notice until not more than five Business Days before the Asset Disposition
Payment Date. The notice shall state:

(1) that the Asset Disposition Offer is being made pursuant to this
Section and the reason for the Asset Disposition Offer;

(2) the purchase price and the Asset Disposition Payment Date;

(3) the aggregate principal amount of Senior Notes initially subject
to the Asset Disposition Offer Amount and, if applicable, a description of the
adjustment mechanisms describe in Subsection (g) of this Section;

(4) the name and address of the Paying Agent and the Trustee and that
Senior Notes must be surrendered to the Paying Agent to collect the purchase
price;

(5) that any of the Senior Notes not tendered or accepted for payment
will continue to accrue interest;

(6) that any Senior Note accepted for payment pursuant to the Asset
Disposition Offer shall cease to accrue interest after the Asset Disposition
Payment Date;

(7) that each Holder electing to have a Senior Note purchased
pursuant to an Asset Disposition Offer will be required to surrender the Senior
Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse
of the Senior Note completed, to the Paying Agent at the address specified in
the notice prior to the close of business on the fifth Business Day prior to the
Asset Disposition Payment Date;

(8) that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than the close of business on the third
Business Day preceding the Asset Disposition Payment Date, a telegram, telex,
facsimile transmission or letter setting forth: the name of the Holder, the
principal amount of the Senior Note the Holder delivered for purchase, the
certificate number of the Senior Note the Holder delivered and a statement that
such Holder is withdrawing his election to have the Senior Note purchased; and

(9) that Holders whose Senior Notes are purchased only in part will
be issued new Senior Notes equal in principal amount to the unpurchased portion
of the Senior Notes surrendered.

(f) On the Asset Disposition Payment Date, the Company shall (i)
accept for payment Senior Notes or portions thereof tendered pursuant to the
Asset Disposition Offer in an aggregate principal amount equal to the Asset
Disposition Offer Amount or such lesser amount of Senior Notes as shall have
been tendered, (ii) on or before 12:00 noon New York City time, deposit with the
Paying Agent money sufficient to pay the purchase price of all Senior Notes or
portions thereof so accepted, and (iii) deliver or cause to be delivered to the
Trustee Senior Notes so accepted together with an Officer's Certificate stating
the Senior Notes or portions thereof accepted by the Company, which Notes will
be retired by the Issuer. If the aggregate principal amount of Senior Notes
tendered exceeds the Asset Disposition Offer Amount, the Issuer shall select the
Senior Notes to be purchased on a PRO RATA basis to the nearest one thousand
dollars ($1,000) of principal amount. The Paying Agent shall promptly mail or
deliver to Holders of Senior Notes so accepted payment in an amount equal to the
purchase price, and the Issuer shall execute and the Trustee shall promptly
authenticate and mail or make available for delivery to such Holders a new
Senior Note equal in principal amount to any unpurchased portion of the Senior
Note surrendered. Any Senior Notes not so accepted shall be promptly mailed or
made available for delivery to the Holder thereof. The Issuer will publicly
announce the results of the Asset Disposition Offer on or as soon as practicable
after the Asset Disposition Payment Date. For purposes of this Section, the
Trustee or its agent shall act as the Paying Agent.

(g) The Company shall not make an "Asset Disposition Offer" (as
defined) required under Section 1009 of the 1991 Indenture, the First Mortgage
Indenture, the 1994 Senior Notes Indenture or the 1996 Rating Adjustable
Indenture, in connection with a disposition of assets (other than the Collateral
(as defined in the First Mortgage Note Indenture)) unless the Company shall have
made an Asset Disposition Offer hereunder (and in respect of certain other
Senior Indebtedness in accordance with the following sentence) on a PRO RATA
basis (in an aggregate amount equal to the amount to be offered pursuant to the
Asset Disposition Offer under the 1991 Indenture, the First Mortgage Indenture,
the 1994 Senior Notes Indenture and the 1996 Rating Adjustable Indenture, and in
accordance with Section 1009(g) of the First Mortgage Note Indenture, the 1994
Senior Notes and the 1996 Rating Adjustable Indenture) the closing date of which
is prior to six months after the asset disposition triggering the obligations of
the Company under the 1991 Indenture, the First Mortgage Note Indenture, the
1994 Senior Notes Indenture and/or the 1996 Rating Adjustable Indenture.
Notwithstanding the previous sentence, if the Company issues on or after the
Issue Date, any Senior Indebtedness (including Senior Notes) containing a
requirement that an offer be made to repurchase such Senior Indebtedness under
the same circumstances and in the same manner (including the prescribed time
periods hereof) provided in this Section 1009, then (i) the Company may apply
the Asset Disposition Offer Amount (before any adjustment pursuant to this
sentence) to the PRO RATA purchase of Senior Notes tendered hereunder and the
Senior Indebtedness tendered thereunder and (ii) the Asset Disposition Offer
Amount available to repurchase the Senior Notes shall be reduced by the amount
applied to the purchase of such Senior Indebtedness; PROVIDED that this sentence
shall only

apply to (i) Senior Indebtedness issued on or after the Issue Date that
explicitly permits the PRO RATA purchase of Senior Notes as described herein and
refers to this Section 1009(g), and (ii) any Indebtedness outstanding at the
date of this Indenture that is amended to explicitly permit the pro-rata
purchase of Senior Notes as described herein and refers to this Section 1009(g).
In the event that the First Mortgage Notes are refinanced through a public or
private offering of Indebtedness constituting debt securities and the amount of
such refinancing Indebtedness is no greater than the principal amount of the
First Mortgage Notes outstanding as of the date of such refinancing, the Company
need not comply with Subsection (a) of this Section 1009 in respect of an Asset
Disposition involving the collateral securing such Indebtedness (other than
collateral granted in respect of such Indebtedness pursuant to a negative pledge
or similar provision contained in the indenture or similar instrument relating
to such Indebtedness) to the extent that such compliance would constitute a
default under such indenture or similar instrument.

SECTION 1010. MAINTENANCE OF PROPERTIES.

The Company will cause all material properties used or useful in the
conduct of its business or the business of any of its Subsidiaries to be
maintained and kept in good condition, repair and working order (normal wear and
tear excepted) and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary, so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED, HOWEVER, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of
such properties, or disposing of any of them, if such discontinuance or disposal
is, in the judgment of the Board of Directors or of the board of directors of
the Subsidiary concerned, as the case may be, desirable in the conduct of the
business of the Company or any Subsidiary of the Company and not materially
disadvantageous to the Holders.

SECTION 1011. COMPLIANCE CERTIFICATES.

(a) The Issuer and the Company shall each deliver to the Trustee
within 90 days after the end of each fiscal year of the Company (which fiscal
year currently ends on December 31), an Officer's Certificate stating whether or
not the signer knows of any Default or Event of Default by the Issuer or the
Company that occurred prior to the end of the fiscal year and is then
continuing. If the signer does know of such a Default or Event of Default, the
certificate shall describe each such Default or Event of Default and its status
and the specific section or sections of this Indenture in connection with which
such Default or Event or Default has occurred. The Company shall also promptly
notify the Trustee in writing should the Company's fiscal year be changed so
that the end thereof is on any date other than the date on which the Company's
fiscal year currently ends.

(b) The Company shall deliver to the Trustee as soon as practicable
but in any event not later than 45 days after the end of each fiscal quarter an
Officer's Certificate setting forth the Company's Subordinated Capital Base for
purposes of this Section 1011. The Trustee

may conclusively rely on the Officer's Certificate for such purposes.

(c) The Company shall deliver to the Trustee within 90 days after the
end of each fiscal year a written statement by the Company's independent
certified public accountants stating (i) that their audit examination has
included a review of the terms of this Indenture and the Senior Notes as they
relate to accounting matters and (ii) whether, in connection with their audit
examination, any Default has come to their attention and if such a Default has
come to their attention, specifying the nature and period of existence thereof
and the specific section or sections of this Indenture in connection with which
such Default has occurred; PROVIDED, that without any restriction as to the
scope of the audit examination, such independent certified public accountants
shall not be liable by reason of the failure to obtain knowledge of such Default
that would not be disclosed in the course of an audit examination conducted in
accordance with generally accepted auditing standards.

(d) The Issuer and the Company shall each deliver to the Trustee
forthwith upon becoming aware of a Default, Event of Default or Company Event of
Default (but in no event later than 10 days after the occurrence of each
Default, Event of Default or Company Event of Default that is continuing), an
Officer's Certificate setting forth the details of such Default, Event of
Default or Company Event of Default and the action that it proposes to take
with respect thereto and the specific section or sections of this Indenture in
connection with which such Default, Event of Default, or Company Event of
Default has occurred.

SECTION 1012. WAIVER OF STAY, EXTENSION OR USURY LAWS.

The Issuer and the Company each covenant (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim, and will actively resist any and all efforts to be
compelled to take the benefit or advantage of, any stay or extension law or any
usury law or other law, which would prohibit or forgive the Issuer or the
Company from paying all or any portion of the principal of and/or interest on
the Senior Notes as contemplated herein (including, in the case of the Company,
payments in respect of the Guaranty), wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) the Issuer and the
Company each hereby expressly waive all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

SECTION 1013. CHANGE OF CONTROL.

(a) Upon the occurrence of a Change of Control (the "Change of
Control Date") and subject to the requirements of the next succeeding sentence,
each Holder shall have the right to require that the Company repurchase such
Holder's Senior Notes in whole or in part pursuant to the offer described in
Subsection (b) below (the "Change of Control Offer") at a purchase price equal
to 101% of the aggregate principal amount of such Senior Notes plus accrued and
unpaid interest, if any, to the date of such purchase. If such purchase would

constitute an event of default under Specified Bank Debt, then, prior to giving
the notice to Holders provided in Subsection (b) below, the Issuer shall (i)
repay in full in cash such Specified Bank Debt or (ii) obtain the requisite
consent of holders of such Specified Bank Debt to permit the purchase of Senior
Notes without giving rise to an event of default under such Specified Bank Debt.

(b) Promptly upon satisfaction of either one of the obligations, if
then applicable, set forth in clause (i) or (ii) of Subsection (a) above, the
Company shall mail a notice to each Holder and the Trustee in respect of the
Change of Control Offer (which notice shall contain all instructions and
materials necessary to enable such Holders to tender Senior Notes) stating:

(1) that the Change of Control Offer is being made pursuant to this
Section and that all Senior Notes properly tendered will be accepted for
payment;

(2) the purchase price and the purchase date (which shall be no
earlier than 30 days nor later than 40 days from the date such notice is mailed,
but in any event prior to the date on which any Subordinated Indebtedness is
paid pursuant to the terms of a provision similar to this Section) (the "Change
of Control Payment Date");

(3) the name and address of the Paying Agent and the Trustee and that
the Senior Notes must be surrendered to the Paying Agent to collect the purchase
price;

(4) that any Senior Note not tendered will continue to accrue
interest;

(5) that any Senior Note accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control
Payment Date;

(6) that each Holder electing to have a Senior Note purchased
pursuant to a Change of Control Offer will be required to surrender the Senior
Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse
of the Senior Note completed, to the Paying Agent at the address specified in
the notice prior to the close of business on the Business Day prior to the
Change of Control Payment Date;

(7) that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than the close of business on the third
Business Day preceding the Change of Control Payment Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Senior Note the Holder delivered for purchase, the
certificate numbers of the Senior Note the Holder delivered and a statement that
such Holder is withdrawing his election to have such Senior Note purchased; and

(8) that Holders whose Senior Notes are purchased only in part will
be issued new Senior Notes equal in principal amount to the unpurchased portion
of the Senior Notes surrendered.

On or before 12:00 noon New York City time on the Change of Control
Payment Date, the Company shall (i) accept for payment Senior Notes or portions
thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent money sufficient to pay the purchase price of all Senior Notes or
portions thereof so accepted and (iii) deliver or cause to be delivered to the
Trustee Senior Notes so accepted, together with an Officer's Certificate stating
the aggregate principal amount of the Senior Notes or portions thereof so
accepted by the Company, which shall be retired by the Issuer. The Paying Agent
shall promptly mail or deliver to the Holder of Senior Notes so accepted payment
in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail or make available for delivery to such Holder a new Senior
Note equal in principal amount to any unpurchased portion of the Senior Note
surrendered. The Issuer will publicly announce or cause to be announced the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date. For purposes of this Section, the Trustee or
its agent shall act as the Paying Agent.

If a Change of Control has occurred but a Change of Control Offer is
not permitted to be made, the Issuer shall mail a notice of such Change of
Control to each Holder within 30 days following a Change of Control Date.

The Company shall comply with any applicable tender offer rules
(including, without limitation, any applicable requirements of Rule 14e-1 under
the Exchange Act) and any other legal requirements in the event that a Change of
Control Offer is made under the circumstances described in this Section 1013.

SECTION 1014. PAYMENT OF ADDITIONAL AMOUNTS.

All payments made by the Issuer under or with respect to the Senior
Notes will be made free and clear of and without withholding or deduction for or
on account of any present or future Taxes, unless the Issuer is required to
withhold or deduct Taxes by Canadian law or by the interpretation or
administration thereof. If, after the Issue Date, the Issuer is so required to
withhold or deduct any amount for or on account of Taxes from any payment made
under or with respect to the Notes, the Issuer shall pay to each Holder of Notes
on the date of the required payment such additional amounts (the "Additional
Amounts") as may be necessary so that the net amount received by such Holder
(including the Additional Amounts) after such withholding or deduction will not
be less than the amount the Holder would have received if such taxes had not
been withheld or deducted, PROVIDED that no Additional Amounts will be payable
with respect to a payment made to a Holder (an "Excluded Holder") (i) with which
the Issuer does not deal at arm's length (within the meaning of the Income Tax
Act (Canada)) at the time of making such payment or (ii) which is subject to
such Taxes by reason of its being connected with Canada or any province or
territory thereof otherwise than by the mere holding of the Senior Notes or the
receipt of payments thereunder. The Issuer shall also (i) make such withholding
or deduction and (ii) remit the full amount deducted or withheld to the relevant
authority in accordance with the applicable law. The Issuer shall furnish to
the Holders of Senior Notes that are Outstanding on the date of the required
payment within 30 days after the date the payment of any Taxes is due

pursuant to applicable law, certified copies of tax receipts evidencing that
such payment has been made by the Issuer. The Issuer shall indemnify and hold
harmless each Holder on the date of the required payment (other than an Excluded
Holder) and upon written request reimburse each such Holder for the amount of
(i) any Taxes so levied or imposed and paid by such Holder as a result of
payments made under or with respect to the Outstanding Notes, (ii) any liability
(including penalties, interest and expense) arising therefrom or with respect
thereto, and (iii) any Taxes imposed with respect to any reimbursement under
clause (i) or (ii) above.

At least 30 days prior to each date on which any payment under or with
respect to the Senior Notes is due and payable, if the Issuer becomes obligated
to pay Additional Amounts with respect to such payment, the Issuer shall deliver
to the Trustee an Officers' Certificate stating the fact that such Additional
Amounts will be payable, and the amounts so payable and will set forth such
other information as is necessary to enable the Trustee to pay such Additional
Amounts to the Holders on the payment date. Whenever in this Indenture there is
mentioned, in any context, the payment of principal (and premium, if any);
payments in connection with a Change of Control Offer, a Deficiency Offer or an
Asset Disposition Offer, interest (including Defaulted Interest); or any other
amount payable on or with respect to any of the Senior Notes, such mention shall
be deemed to include mention of the payment of Additional Amounts provided for
in this Section 1014 to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof pursuant to the provisions of
this Section 1014 and express mention of the payment of Additional Amounts in
those provisions hereof shall not be construed as excluding Additional Amounts
in those provisions hereof where such express mention is not made (if
applicable).

The obligations of the Issuer under this Section 1014 shall survive
the termination of this Indenture and the payment of all amounts under or with
respect to this Indenture and the Senior Notes.

SECTION 1015. WAIVER OF CERTAIN COVENANTS.

The Issuer and the Company may omit in any particular instance to
comply with any term, provision or condition set forth in Sections 1006, 1007,
1008 and 1009, if before the time for such compliance Holders representing at
least a majority in principal amount of the Outstanding Senior Notes shall, by
Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Issuer and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

SECTION 1016. CERTAIN ADDITIONAL ISSUER COVENANTS.

(a) The Issuer will not (i) engage in any business other than the
issuance, sale and administration of the Notes and activities incidental
thereto, (ii) make any investment (whether in the form of a loan, advance,
guaranty, extension of credit, capital contribution,

acquisition of Capital Stock, bonds or other securities or other items that
would be classified as investments in accordance with GAAP) in or with respect
to any Person other than the Company or a Wholly-Owned Subsidiary; (iii) prior
to the Assumption, dissolve or terminate, or permit the dissolution or
termination of its existence or liquidate or wind up, or permit the liquidation
or winding up, of its affairs (in each case whether voluntarily or by operation
of law); or (iv) prior to the Assumption consolidate with or merge with or into
any Person other than the Company or a Wholly-Owned Subsidiary (which shall
become a successor corporation to the Issuer hereunder (whether or not the
Issuer shall be the surviving corporation) or a Wholly-Owned Subsidiary; or (v)
sell, assign, transfer or lease any of its properties or assets to any Person
other than the Company or a Wholly-Owned Subsidiary.

ARTICLE ELEVEN

MAINTENANCE OF SUBORDINATED CAPITAL BASE

SECTION 1101. MAINTENANCE OF SUBORDINATED CAPITAL BASE.

(a) Subject to the terms of Section 1102, in the event that the
Company's Subordinated Capital Base is less than one billion dollars
($1,000,000,000) (the "Minimum Subordinated Capital Base") as at the end of each
of any two consecutive fiscal quarters (the last day of the second such fiscal
quarter, a "Deficiency Date"), then, with respect to Senior Notes, the Company
shall, no later than 60 days after the Deficiency Date (105 days if a Deficiency
Date is also the end of the Company's fiscal year), make an offer to all Holders
to purchase (a "Deficiency Offer") 10% of the principal amount of Senior Notes
originally issued, or such lesser amount as may be Outstanding at the time each
Deficiency Offer is made (the "Deficiency Offer Amount"), at a purchase price
equal to 100% of principal amount, plus accrued and unpaid interest to the
Deficiency Payment Date.

(b) Thereafter, semi-annually the Company shall make like Deficiency
Offers for the then applicable Deficiency Offer Amount of Senior Notes until the
Company's Subordinated Capital Base as at the end of any subsequent fiscal
quarter shall be equal to or greater than the Minimum Subordinated Capital Base.
Notwithstanding the foregoing, after any specified Deficiency Date, the last day
of any subsequent fiscal quarter shall not constitute a Deficiency Date (giving
rise to an additional obligation under Subsection (a) of this Section) unless
the Company's Subordinated Capital Base was equal to or greater than the Minimum
Subordinated Capital Base as at the end of a fiscal quarter that followed such
specified Deficiency Date and preceded such subsequent quarter.

(c) Within 60 days (105 days if a Deficiency Date is also the end of
the Company's fiscal year) following a Deficiency Date, the Company shall mail a
notice to each Holder in respect of the Deficiency Offer (which notice shall
contain all instructions and materials necessary to enable such Holders to
tender Senior Notes) stating:

(1) that the Deficiency Offer is being made pursuant to this Section
and the reason for the Deficiency Offer;

(2) the purchase price and the purchase date, which shall be 20
Business Days from the date such notice is mailed or, if acceptance for payment
and payment is not then lawful, on the earliest subsequent Business Day on which
acceptance for payment and payment is then lawful (a "Deficiency Payment Date");

(3) the aggregate principal amount of Senior Notes subject to the
Deficiency Amount;

(4) the name and address of the Paying Agent and the Trustee and that
Senior Notes must be surrendered to the Paying Agent to collect the purchase
price;

(5) that any of the Senior Notes not tendered or accepted for payment
will continue to accrue interest;

(6) that any Senior Note accepted for payment pursuant to the
Deficiency Offer shall cease to accrue interest after the Deficiency Payment
Date;

(7) that each Holder electing to have a Senior Note purchased
pursuant to a Deficiency Offer will be required to surrender the Senior Note,
with the form entitled "Option of Holder to Elect Purchase" on the reverse of
the Senior Note completed, to the Paying Agent at the address specified in the
notice prior to the close of business on the Business Day prior to the
Deficiency Payment Date;

(8) that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than the close of business on the third
Business Day preceding the Deficiency Payment Date, a telegram, telex, facsimile
transmission or letter setting forth: the name of the Holder, the principal
amount of the Senior Note the Holder delivered for purchase, the certificate
number of the Senior Note the Holder delivered and a statement that such Holder
is withdrawing his election to have the Senior Note purchased; and

(9) that Holders whose Senior Notes are purchased only in part will
be issued new Senior Notes equal in principal amount to the unpurchased portion
of the Senior Notes surrendered.

(d) On a Deficiency Payment Date, the Company shall (i) accept for
payment Senior Notes or portions thereof tendered pursuant to the Deficiency
Offer in an aggregate principal amount equal to the Deficiency Offer Amount or
such lesser principal amount of such Senior Notes as shall have been tendered,
(ii) on or before 12:00 noon New York City time, deposit with the Paying Agent
money sufficient to pay the purchase price of all such Senior Notes or portions
thereof so accepted, and (iii) deliver, or cause to be delivered to the Trustee,
Senior Notes or portions thereof so accepted together with an Officer's
Certificate stating the Senior Notes or portions thereof accepted by the
Company, which shall be retired by the Issuer. If the aggregate principal
amount of such Senior Notes tendered exceeds the Deficiency Offer Amount, the
Issuer shall select the Senior Notes to be purchased on a PRO RATA basis to the
nearest one thousand dollars ($1,000) of principal amount. The Paying Agent
shall promptly mail or make

available for delivery to Holders of Senior Notes so accepted payment in amounts
equal to the purchase prices therefor, and the Issuer shall execute and the
Trustee shall promptly authenticate and mail or make available for delivery to
such Holders new Senior Notes equal in principal amounts to, any unpurchased
portion of the Senior Notes surrendered. Any Senior Notes not so accepted shall
be promptly mailed or made available for delivery to the Holder thereof. The
Issuer will publicly announce the results of the Deficiency Offer on or as soon
as practicable after the Deficiency Payment Date. For purposes of this Section,
the Trustee or its agent shall act as the Paying Agent.

(e) The Company shall comply with all applicable tender offer rules
(including, without limitation, any applicable requirements of Rule 14e-1 under
the Exchange Act) and any other legal requirements in the event that a
Deficiency Offer is made under the circumstances described in this Section 1101.

SECTION 1102. ALTERNATIVE INTEREST RATE ADJUSTMENT.

(a) Notwithstanding the terms of Section 1101, in the event that (1)
the making of a Deficiency Offer by the Company or (2) the purchase of Senior
Notes by the Company in respect of a Deficiency Offer would constitute a default
(with the giving of notice, the passage of time or both) with respect to any
Specified Bank Debt at the time outstanding, then, in lieu of the making of a
Deficiency Offer in the circumstances set forth in Section 1101, (i) the
interest rate on the Senior Notes shall be reset as of the first day of the
second fiscal quarter following the Deficiency Date (the "Reset Date") to a rate
per annum (the "Reset Rate") equal to the greater of (x) the Initial Interest
Rate and (y) the sum of (A) 400 basis points and (B) the higher of the Seven
Year Treasury Rate and the Ten Year Treasury Rate, (ii) on the first Interest
Payment Date following the Reset Date, the interest rate on the Senior Notes, as
reset on the Reset Date, shall increase by fifty (50) basis points, and (iii)
the interest rate on the Senior Notes shall further increase by an additional
fifty (50) basis points on each succeeding Interest Payment Date; PROVIDED,
HOWEVER, that in no event shall the interest rate on the Senior Notes at any
time exceed the Initial Interest Rate by more than two hundred (200) basis
points.

(b) Once the interest rate on the Senior Notes has been reset
pursuant to Subsection (a) of this Section, if the Company's Subordinated
Capital Base is equal to or greater than the Minimum Subordinated Capital Base
as of the last day of any fiscal quarter subsequent to the Deficiency Date,
interest on the Senior Notes shall return to the Initial Interest Rate effective
as of the first day of the second following fiscal quarter; PROVIDED, HOWEVER,
that the interest rate on the Senior Notes shall again be adjusted in accordance
with Subsection (a) of this Section if the Company's Subordinated Capital Base
shall thereafter be less than the Minimum Subordinated Capital Base as at the
last day of any two consecutive subsequent fiscal quarters and if the making of
a Deficiency Offer or the purchase of Senior Notes by the Company in respect of
a Deficiency Offer would, at such time, constitute a default (with the giving of
notice, the passage of time, or both) with respect to any Specified Bank Debt at
the time outstanding.

Business Days after the Reset Date in the circumstances set forth in Subsection
(a) of this Section. Not later than five Business Days after the Trustee has
received such notice from the Issuer, the Trustee shall mail to each Holder such
notice setting forth the Reset Rate. Commencing on the Reset Date, the Senior
Notes shall bear interest (as determined in accordance with clauses (i), (ii)
and (iii) of Subsection (a) of this Section) until the date on which such
interest rate returns to the Initial Interest Rate pursuant to Subsection (b) of
this Section. The Issuer shall notify the Trustee and the Holders of such
Senior Notes promptly when the interest rate on such Senior Notes returns to the
Initial Interest Rate pursuant to Subsection (b) of this Section. Failure of
the Issuer or the Trustee to give, or failure of a Holder to receive, such
notices shall not in any event affect the validity of the proceedings of the
adjustment of the interest to be borne by such Senior Notes effective on the
Reset Date of the Issuer's obligations hereunder.

ARTICLE TWELVE

GUARANTY

SECTION 1201. GUARANTY.

The Company hereby unconditionally guarantees (the "Guaranty") to each
Holder and the Trustee on behalf of the Holders that: (a) the Issuer will
promptly and punctually perform and observe each and every agreement, covenant
and condition on the part of the Issuer to be performed or observed in this
Indenture or the Senior Notes, (b) all sums stated in this Indenture and the
Senior Notes to be payable and all other amounts payable pursuant to this
Indenture and the Senior Notes, including, without limitation, the principal of,
the interest (and Defaulted Interest) and any premium on, the Notes, and any
Additional Amounts, will be promptly paid in full when due in accordance with
the provisions thereof, whether at maturity, or as a prepayment or by
acceleration or otherwise, all at the time and place and in the amount and
manner prescribed in, and otherwise in accordance with, this Indenture and the
Senior Notes and (c) the Issuer will promptly satisfy and discharge all other
obligations, indebtedness or liabilities now or hereafter incurred by it to the
Holders and the Trustee on behalf of the Holders pursuant to any waiver,
modification, amendment or change of any provision of this Indenture or the
Senior Notes in accordance with the terms of the applicable waiver,
modification, amendment or change, and the Guaranty also applies to amounts
payable by the Issuer to the Trustee under this Indenture.

SECTION 1202. OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

(a) The Guaranty is an unconditional and absolute guaranty of payment
and not a guaranty of collection, and if for any reason any duty, agreement or
obligation of the Issuer contained in this Indenture or the Senior Notes shall
not be performed or observed by the Issuer as provided therein, or if any amount
payable under or in connection with this Indenture or the Senior Notes shall not
be paid in full when the same becomes due and payable, the guarantor undertakes
to perform or cause to be performed promptly each of such duties, agreements and
obligations and to pay forthwith each such amount to the person entitled to
receive the same, regardless of any defense or set-off or counterclaim which the
Issuer or any other person may have or assert and regardless of whether or not
the Trustee or any Holder shall have instituted any

suit, action or proceeding or exhausted its remedies or taken any steps to
enforce any rights against the Issuer or any other person to compel any such
performance or observance or to collect all or part of any such amount, either
pursuant to the provisions of this Indenture or the Senior Notes or at law or in
equity, and regardless of any other condition or contingency.

(b) The Company hereby unconditionally: (i) waives any requirement
that, in the event of any Event of Default, the Issuer, the Trustee or the
Holders first make demand upon, or seek to enforce remedies against, the Issuer
or any other person before demanding payment under or seeking to enforce this
guaranty; (ii) covenants that this Guaranty will not be discharged except by
complete performance of all obligations contained in this Indenture and the
Senior Notes; (iii) agrees that this Guaranty shall remain in full force and
effect without regard to, and shall not be affected or impaired, without
limitation, by, any invalidity, irregularity or unenforceability in whole or in
part of this Indenture or the Senior Note or any limitation on the liability of
the Issuer thereunder, or any impossibility or illegality of performance on the
part of the Issuer under this Indenture or the Senior Notes or any limitation on
the method or terms of payment thereunder which may now or hereafter be caused
or imposed in any manner whatsoever; and (iv) waives diligence, presentment and
protest with respect to, and, except for any notices specifically required to be
delivered to the Company under this Indenture, any notice of Default or Events
of Default in the payment of any amount at any time payable by the Issuer under
or in connection with, the Indenture or the Senior Notes. The Company
acknowledges its own responsibility to keep itself informed of the financial
condition of the Issuer, and of all other circumstances bearing upon the risk of
nonpayment of such obligations or any part thereof, that diligent inquiry would
reveal. The Company agrees that neither the Trustee nor any Holder shall have
any duty to advise the Company of information regarding such conditions or any
such circumstance.

(c) The obligations, covenants, agreements and duties of the Company
under this Guaranty shall not be released, affected or impaired by any
assignment or transfer, in whole or in part, of this Indenture or the Senior
Notes, even if made without notice to or the consent of the Company, or any
waiver by the Trustee or any Holder, of the performance or observance by the
Issuer or the Company of any of the agreements, covenants, terms or conditions
contained in this Indenture or the Senior Notes, or any indulgence in or the
extension of the time for payment by the Issuer or the Company of any amounts
payable under or in connection with this Indenture or the Senior Notes or of the
time for performance by the Issuer or the guarantor of any other obligations
under or arising out of this Indenture or the Senior Notes or the extension or
renewal thereof, or the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Issuer or the Company set
forth in this Indenture or the Senior Notes, or the voluntary or involuntary
liquidation, administration, sale or other disposition of all or substantially
all of the assets of the Issuer or the Company, or any receivership, insolvency,
bankruptcy, reorganization, or other similar proceeding, affecting the Issuer or
the Company or any assets of the Issuer or the Company, or the release of any
property from any security for the Senior Notes, or the impairment of any such
property or security, or the release or discharge of the Issuer or the Company
from the performance or observance of any agreement, covenant, term or condition
contained in this Indenture or the Senior Notes by operation of law, or the m

other circumstances bearing upon the risk of nonpayment of such obligations or
any part thereof, that diligent inquiry would reveal. The Company agrees that
neitd instrument is such corporate seal, that it was so affixed by authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.

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