Form: 8-K

Current report filing

December 31, 2002

Documents

EXHIBIT 4.3

Published on December 31, 2002



Exhibit 4.3


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BALL CORPORATION

And

GUARANTORS
Parties Hereto

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

$300,000,000

SERIES A AND SERIES B

7 3/4% SENIOR NOTES DUE 2006

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


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

AMENDED AND RESTATED SENIOR NOTE INDENTURE

INDENTURE DATED AS OF AUGUST 10, 1998

AMENDMENT AND RESTATEMENT DATED AS OF DECEMBER 19, 2002

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

The Bank of New York

Senior Note Trustee



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CROSS-REFERENCE TABLE*


Trust Indenture
Act Section Indenture Section

310 (a)(1) ....................................................7.10
(a)(2).....................................................7.10
(a)(3).....................................................N.A.
(a)(4).....................................................N.A.
(a)(5).....................................................7.10
(b)........................................................7.10
(c)........................................................N.A.
311 (a)........................................................7.11
(b)........................................................7.11
(c)........................................................N.A.
312 (a)........................................................2.05
(b).......................................................11.03
(c).......................................................11.03
313 (a)........................................................7.06
(b)(2).....................................................7.07
(c)................................................. 7.06;11.02
(d)........................................................7.06
314 (a)..................................................4.03;11.02
(b)........................................................N.A.
(c)(1)....................................................11.04
(c)(2)....................................................11.04
(c)(3).....................................................N.A.
(e).......................................................11.05
(f)........................................................N.A.
315 (a)........................................................7.01
(b)..................................................7.05,11.02
(c)....................................................... 7.01
(d)........................................................7.01
(e)........................................................6.11
316 (a)(last sentence).........................................2.09
(a)(1)(A)..................................................6.05
(a)(1)(B)..................................................6.04
(a)(2).....................................................N.A.
(b)........................................................6.07
(c)........................................................2.12
317 (a)(1).....................................................6.08
(a)(2).....................................................6.09
(b)........................................................2.04
318 (a).......................................................11.01
(b)........................................................N.A.
(c).......................................................11.01


N.A. means not applicable.

*This Cross-Reference Table is not part of this Senior Note Indenture.




TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................1


Section 1.01 DEFINITIONS..............................................................................1
Section 1.02 OTHER DEFINITIONS.......................................................................21
Section 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.......................................22
Section 1.04 RULES OF CONSTRUCTION...................................................................22

ARTICLE 2 THE SENIOR NOTES.......................................................................................23

Section 2.01 FORM AND DATING.........................................................................23
Section 2.02 EXECUTION AND AUTHENTICATION............................................................24
Section 2.03 REGISTRAR AND PAYING AGENT..............................................................24
Section 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.....................................................25
Section 2.05 HOLDER LISTS............................................................................25
Section 2.06 TRANSFER AND EXCHANGE...................................................................25
Section 2.07 REPLACEMENT SENIOR NOTES................................................................41
Section 2.08 OUTSTANDING SENIOR NOTES................................................................41
Section 2.09 TREASURY SENIOR NOTES...................................................................42
Section 2.10 TEMPORARY SENIOR NOTES..................................................................42
Section 2.11 CANCELLATION............................................................................42
Section 2.12 DEFAULTED INTEREST......................................................................43
Section 2.13 CUSIP NUMBER............................................................................43

ARTICLE 3 REDEMPTION AND PREPAYMENT..............................................................................43

Section 3.01 NOTICES TO SENIOR NOTE TRUSTEE..........................................................43
Section 3.02 SELECTION OF SENIOR NOTES TO BE REDEEMED................................................43
Section 3.03 NOTICE OF REDEMPTION....................................................................44
Section 3.04 EFFECT OF NOTICE OF REDEMPTION..........................................................45
Section 3.05 DEPOSIT OF REDEMPTION PRICE.............................................................45
Section 3.06 SENIOR NOTES REDEEMED IN PART...........................................................45
Section 3.07 OPTIONAL REDEMPTION.....................................................................45
Section 3.08 MANDATORY REDEMPTION....................................................................46
Section 3.09 OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.....................................46

ARTICLE 4 COVENANTS..............................................................................................48

Section 4.01 PAYMENT OF SENIOR NOTES.................................................................48
Section 4.02 MAINTENANCE OF OFFICE OR AGENCY.........................................................48
Section 4.03 REPORTS.................................................................................49
Section 4.04 COMPLIANCE CERTIFICATE..................................................................49
Section 4.05 TAXES...................................................................................50
Section 4.06 STAY, EXTENSION AND USURY LAWS..........................................................50
Section 4.07 RESTRICTED PAYMENTS.....................................................................50
Section 4.08 DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES..............54
Section 4.09 INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK..............................55
Section 4.10 ASSETS SALES............................................................................59
Section 4.11 TRANSACTIONS WITH AFFILIATES............................................................60
Section 4.12 LIENS...................................................................................61
Section 4.13 BUSINESS ACTIVITIES.....................................................................61
Section 4.14 CORPORATE EXISTENCE.....................................................................61
Section 4.15 OFFER TO PURCHASE UPON CHANGE OF CONTROL................................................62
Section 4.16 ADDITIONAL SENIOR SUBSIDIARY GUARANTEES.................................................63
Section 4.17 PAYMENT FOR CONSENTS....................................................................63
Section 4.18 SALE AND LEASEBACK TRANSACTIONS.........................................................63
Section 4.19 CERTAIN COVENANTS TO BE SUSPENDED UNDER CERTAIN CONDITIONS..............................64

ARTICLE 5 SUCCESSORS.............................................................................................64

Section 5.01 MERGER, CONSOLIDATION OR SALE OF ASSETS.................................................64
Section 5.02 SUCCESSOR CORPORATION SUBSTITUTED.......................................................65

ARTICLE 6 DEFAULTS AND REMEDIES..................................................................................65

Section 6.01 EVENTS OF DEFAULT.......................................................................65
Section 6.02 ACCELERATION............................................................................67
Section 6.03 OTHER REMEDIES..........................................................................68
Section 6.04 WAIVER OF PAST DEFAULTS.................................................................68
Section 6.05 CONTROL BY MAJORITY.....................................................................68
Section 6.06 LIMITATION ON SUITS.....................................................................68
Section 6.07 RIGHTS OF HOLDERS OF SENIOR NOTES
TO RECEIVE PAYMENT......................................................................69
Section 6.08 COLLECTION SUIT BY SENIOR NOTE TRUSTEE..................................................69
Section 6.09 SENIOR NOTE TRUSTEE MAY FILE PROOFS OF CLAIM............................................69
Section 6.10 PRIORITIES..............................................................................70
Section 6.11 UNDERTAKING FOR COSTS...................................................................70

ARTICLE 7 SENIOR NOTE TRUSTEE....................................................................................71

Section 7.01 DUTIES OF SENIOR NOTE TRUSTEE...........................................................71
Section 7.02 RIGHTS OF SENIOR NOTE TRUSTEE...........................................................72
Section 7.03 INDIVIDUAL RIGHTS OF SENIOR NOTE TRUSTEE................................................73
Section 7.04 SENIOR NOTE TRUSTEE'S DISCLAIMER........................................................73
Section 7.05 NOTICE OF DEFAULTS......................................................................73
Section 7.06 REPORTS BY SENIOR NOTE TRUSTEE TO HOLDERS OF THE SENIOR NOTES...........................73
Section 7.07 COMPENSATION AND INDEMNITY..............................................................74
Section 7.08 REPLACEMENT OF SENIOR NOTE TRUSTEE......................................................75
Section 7.09 SUCCESSOR SENIOR NOTE TRUSTEE BY MERGER, ETC............................................76
Section 7.10 ELIGIBILITY; DISQUALIFICATION...........................................................76
Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.......................................76
Section 7.12 SENIOR NOTE TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.....................76

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............................................................77

Section 8.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE................................77
Section 8.02 LEGAL DEFEASANCE AND DISCHARGE..........................................................77
Section 8.03 COVENANT DEFEASANCE.....................................................................77
Section 8.04 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE..............................................78
Section 8.05 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS
PROVISIONS..............................................................................79
Section 8.06 REPAYMENT TO COMPANY....................................................................80
Section 8.07 REINSTATEMENT...........................................................................80

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER.......................................................................80

Section 9.01 WITHOUT CONSENT OF HOLDERS OF SENIOR NOTES..............................................80
Section 9.02 WITH CONSENT OF HOLDERS OF SENIOR NOTES.................................................81
Section 9.03 COMPLIANCE WITH TRUST INDENTURE ACT.....................................................83
Section 9.04 REVOCATION AND EFFECT OF CONSENTS.......................................................83
Section 9.05 NOTATION ON OR EXCHANGE OF SENIOR NOTES.................................................83
Section 9.06 SENIOR NOTE TRUSTEE TO SIGN AMENDMENTS, ETC.............................................83

ARTICLE 10 SENIOR SUBSIDIARY GUARANTEES..........................................................................84

Section 10.01 GUARANTEE...............................................................................84
Section 10.02 LIMITATION ON GUARANTOR LIABILITY.......................................................85
Section 10.03 EXECUTION AND DELIVERY OF SENIOR SUBSIDIARY GUARANTEE...................................85
Section 10.04 GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.......................................86
Section 10.05 RELEASES FOLLOWING SALE OF ASSETS.......................................................87

ARTICLE 11 MISCELLANEOUS.........................................................................................87

Section 11.01 TRUST INDENTURE ACT CONTROLS............................................................87
Section 11.02 NOTICES.................................................................................87
Section 11.03 COMMUNICATION BY HOLDERS OF SENIOR NOTES WITH OTHER HOLDERS OF SENIOR NOTES.............88
Section 11.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT......................................88
Section 11.05 STATEMENTS REQUIRED IN CERTIFICATE......................................................89
Section 11.06 RULES BY SENIOR NOTE TRUSTEE AND AGENTS.................................................89
Section 11.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS................89
Section 11.08 GOVERNING LAW...........................................................................90
Section 11.09 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS...........................................90
Section 11.10 SUCCESSORS..............................................................................90
Section 11.11 SEVERABILITY............................................................................90
Section 11.12 COUNTERPART ORIGINALS...................................................................90
Section 11.13 TABLE OF CONTENTS, HEADINGS, ETC........................................................90


EXHIBITS AND SCHEDULES


Exhibit A1 FORM OF SENIOR NOTE
Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL SENIOR NOTE
Exhibit B FORM OF CERTIFICATE OF TRANSFER
Exhibit C FORM OF CERTIFICATE OF EXCHANGE
Exhibit D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E FORM OF NOTATION OF SENIOR SUBSIDIARY GUARANTEE
Exhibit F FORM OF SUPPLEMENTAL SENIOR NOTE INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS
Schedule I SCHEDULE OF GUARANTORS




SENIOR NOTE INDENTURE dated as of August 10, 1998, and amended and
restated as of December 19, 2002, by and among Ball Corporation, an Indiana
corporation (the "Company"), Ball Aerospace & Technologies Corp., a Delaware
corporation, Ball Asia Services Limited, a Delaware corporation (and a successor
to Ball Asia Pacific Limited, a Colorado corporation), Ball Glass Container
Corporation, a Delaware corporation, Ball Holdings Corp., a Delaware
corporation, Ball Metal Beverage Container Corp., a Colorado corporation, Ball
Metal Food Container Corp., a Delaware corporation, Ball Metal Packaging Sales
Corp., a Colorado corporation, Ball Packaging Corp., a Colorado corporation,
Ball Plastic Container Corp., a Colorado corporation, Ball Technologies Holdings
Corp., a Colorado corporation, Ball Technology Services Corporation, a
California corporation, BG Holdings I, Inc., a Delaware corporation, BG Holdings
II, Inc., a Delaware corporation, Efratom Holding, Inc., a Colorado corporation,
Latas de Aluminio Ball, Inc., a Delaware corporation (formerly known as Latas de
Aluminio Reynolds, Inc.) and Ball Pan-European Holdings, Inc., a Delaware
corporation (collectively, the "Guarantors") and The Bank of New York, a New
York banking corporation, as Senior Note Trustee (the "Senior Note Trustee").

References in this Senior Note Indenture to the "date hereof" or any
other reference to the date of this Senior Note Indenture, shall refer to August
10, 1998, and shall not refer to the date of the amendment and restatement.

The Company and the Senior Note Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 7 3/4% Series A Senior Notes due 2006 (the "Series A Senior Notes") and the
7 3/4% Series B Senior Notes due 2006 (the "Series B Senior Notes" and, together
with the Series A Senior Notes, the "Senior Notes"):

ARTICLE 1

DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01 DEFINITIONS.

"144A Global Senior Note" means a global note in the form of Exhibit A1
hereto bearing the Global Senior Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Senior Notes sold in reliance on Rule 144A.

"Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person (a) existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person
or is otherwise acquired by such specified Person or (b) assumed in connection
with the purchase of all or substantially all the assets of such other Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into, acquiring or becoming
a Restricted Subsidiary of such specified Person, and (ii) Indebtedness secured
by a Lien encumbering any asset acquired by such specified Person.

"Acquisition" means the acquisition by the Company and Ball Metal
Beverage Container Corp. of substantially all the assets of the North American
beverage can business of Reynolds Metals Company.

"Additional Assets" means (i) any property or assets (other than
Capital Stock, Indebtedness or rights to receive payments over a period greater
than 180 days) that is usable by the Company or a Restricted Subsidiary in a
Permitted Business or (ii) the Capital Stock of a Person that is at the time, or
becomes, a Restricted Subsidiary as a result of the acquisition of such Capital
Stock by the Company or another Restricted Subsidiary.

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

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

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

"Asset Sale" means (i) the sale, lease, conveyance or other disposition
of any assets or rights (including, without limitation, by way of a sale and
leaseback) other than in the ordinary course of business consistent with past
practices (provided that the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by the provisions of Section 4.15
and/or Section 5.01 hereof and not by the provisions of Section 4.10 hereof, and
(ii) the issue or sale by the Company or any of its Restricted Subsidiaries of
Equity Interests of any of the Company's Restricted Subsidiaries, in the case of
either clause (i) or (ii), whether in a single transaction or a series of
related transactions (a) that have a fair market value in excess of $5.0 million
or (b) for Net Proceeds in excess of $5.0 million. Notwithstanding the
foregoing: (i) a transfer of assets by the Company to a Restricted Subsidiary of
the Company or by a Restricted Subsidiary of the Company to the Company or to
another Restricted Subsidiary of the Company, (ii) an issuance or sale of Equity
Interests by a Restricted Subsidiary of the Company to the Company or to another
Restricted Subsidiary of the Company, (iii) a Restricted Payment that is not
prohibited by Section 4.07 hereof, (iv) sales of receivables (A) of the type
specified in the definition of "Qualified Securitization Transaction" to a
Securitization Entity for the fair market value thereof, including consideration
in the amount specified in the proviso to the definition of Qualified
Securitization Transaction or (B) in connection with the Schmalbach Receivables
Facility and (v) the sale or disposition of Cash Equivalents or obsolete
equipment, will not be deemed to be Asset Sales.

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

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

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

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

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

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

"Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than one year from the date of acquisition, (iii) certificates of deposit
and eurodollar time deposits with maturities of not more than one year from the
date of acquisition, bankers' acceptances with maturities of not more than one
year from the date of acquisition and overnight bank deposits, in each case with
any domestic commercial bank having capital and surplus in excess of $500
million and a Thompson Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii) above
and (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or one of the two highest ratings from Standard & Poor's
with maturities of not more than six months from the date of acquisition.

"Cedel" means Cedel Bank, SA.

"Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries,
taken as a whole to any "person" (as such term is used in Section 13(d)(3) of
the Exchange Act; (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company; (iii) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined above) becomes the "beneficial owners" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
a person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 50% of the total of the Voting
Stock of the Company (measured by voting power rather than number of shares);
(iv) the first day on which a majority of the members of the Board of Directors
of the Company are not Continuing Directors; or (v) the Company consolidates
with, or merges with or into, any Person or sells, assigns, conveys, transfers,
leases or otherwise disposes of all or substantially all of its assets to any
Person, or any Person consolidates with, or merges with or into, the Company, in
any such event pursuant to a transaction in which any of the outstanding Voting
Stock of the Company is converted into or exchanged for cash, securities or
other property, other than any such transaction where the Voting Stock of the
Company outstanding immediately prior to such transaction is converted into or
exchanged for Voting Stock (other than Disqualified Stock) of the surviving or
transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance).

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

"Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus (i) an
amount equal to any extraordinary loss plus any net loss realized in connection
with an Asset Sale (to the extent such losses were deducted in computing such
Consolidated Net Income), plus (ii) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period, to the
extent that such provision for taxes was included in computing such Consolidated
Net Income, plus (iii) consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued and whether or
not capitalized (including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings and receivables financings, and net payments (if any)
pursuant to Hedging Obligations), to the extent that any such expense was
deducted in computing such Consolidated Net Income, plus (iv) depreciation,
amortization (including amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in a prior
period) and other noncash expenses (excluding any such noncash expense to the
extent that it represents an accrual of or reserve for cash expenses in any
future period) of such Person and its Restricted Subsidiaries for such period to
the extent that such depreciation, amortization and other noncash expenses were
deducted in computing such Consolidated Net Income, minus (v) non-cash items
increasing such Consolidated Net Income for such period (other than items that
were accrued in the ordinary course of business), in each case, on a
consolidated basis and determined in accordance with GAAP. Notwithstanding the
foregoing, the provision for taxes on the income or profits of, and the
depreciation and amortization and other non-cash charges of, a Restricted
Subsidiary of the Company shall be added to Consolidated Net Income to compute
Consolidated Cash Flow of the Company only to the extent (and in same
proportion) that the Net Income of such Restricted Subsidiary was included in
calculating the Consolidated Net Income of such Person and only if a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior
governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its stockholders.

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

"Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of this Senior Note Indenture or (ii) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board at the
time of such nomination or election.

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

"Credit Agreements" means (i) the Long-Term Credit Agreement dated as
of August 10, 1998 among the Company, the financial institutions from time to
time a party thereto as lenders, The First National Bank of Chicago, in its
capacity as Administrative Agent, Bank of America National Trust and Savings
Association, in its capacity as Syndication Agent, and Lehman Commercial Paper
Inc., in its capacity as Documentation Agent (as the same may from time to time
be amended, modified, supplemented and/or restated, the "Long-Term Credit
Agreement"), (ii) the Short-Term Credit Agreement dated as of August 10, 1998
among the Company, the financial institutions from time to time a party thereto
as lenders, The First National Bank of Chicago, in its capacity as
Administrative Agent, Bank of America National Trust and Savings Association, in
its capacity as Syndication Agent, and Lehman Commercial Paper Inc., in its
capacity as Documentation Agent (as the same may from time to time be amended,
modified, supplemented and/or restated, the "Short-Term Credit Agreement"), and
(iii) the Canadian Revolving Credit Agreement dated as of August 10, 1998 among
the Company, Ball Packaging Products Canada, Inc., and the Royal Bank of Canada.

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

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

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

"Definitive Senior Note" means a certificated Senior Note registered in
the name of the Holder thereof and issued in accordance with Section 2.06
hereof, in the form of Exhibit A1 hereto except that such Senior Note shall not
bear the Global Senior Note Legend and shall not have the "Schedule of Exchanges
of Interests in the Global Senior Note" attached thereto.

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

"Designated Noncash Consideration" means the fair market value of
noncash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, executed by the principal executive officer
and the principal financial officer of the Company, less the amount of cash or
Cash Equivalents received in connection with a sale of such Designated Noncash
Consideration.

"Designated Senior Debt" means (i) any Indebtedness outstanding under
the Credit Agreements and (ii) any other Senior Debt permitted hereunder the
principal amount of which is $25.0 million or more and that has been designated
by the Company as "Designated Senior Debt."

"Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder thereof), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is 91 days after the date on
which the Senior Notes mature, except to the extent that such Capital Stock is
solely redeemable with, or solely exchangeable for, any Capital Stock of such
Person that is not Disqualified Stock.

"Domestic Subsidiary" means a Subsidiary that is (i) formed under the
laws of the United States of America or a state or territory thereof or (ii) as
of the date of determination, treated as a domestic entity or a partnership or a
division of a domestic entity for United States federal income tax purposes.

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

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

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

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

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

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

"Excluded Subsidiary" means each of the following Subsidiaries of the
Company: Analytic Decisions, Incorporated, a Virginia corporation; Ball
Corporation, a Nevada corporation; Ball-Canada Holdings Inc., a Canadian
corporation; Ball Glass Containers, Inc., a Delaware corporation; Ball
International Sales Corporation, a Delaware corporation; Ball Metal Container
Corporation, an Indiana corporation; Ball Technology Licensing Corporation, an
Indiana corporation; Heekin Can, Inc., a Colorado corporation; Metropack
Containers Corporation, an Indiana corporation; Muncie & Western Railroad
Company, an Indiana corporation; Ball Pan Asia Ltd., a corporation organized
under the laws of Mauritius; and Ball Brazil Holdings Limited, a Company Limited
by Shares organized under the laws of the Cayman Islands; provided, that each
such Subsidiary shall be an Excluded Subsidiary only if and only for so long as
(i) each such Subsidiary is in existence solely for the purposes of being a
"name-holding" entity, (ii) each such Subsidiary engages in no business, (iii)
each such Subsidiary has no liabilities (including any guarantee of Indebtedness
of any other Person), and (iv) the aggregate of the assets (including
capitalization) of all such Subsidiaries shall not exceed $5,000,000.00.

"Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the date of this Senior Note Indenture.

"Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of (i) the consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, whether paid or accrued
(including, without limitation, to the extent properly characterized as interest
expense in accordance with GAAP, amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other fees
and charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments (if any) pursuant to Hedging Obligations), (ii) the
consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period, (iii) any interest expense on Indebtedness of
another Person that is Guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries (whether, or not such Guarantee or Lien is called upon)
and (iv) all dividend payments, whether or not in cash, on any series of
preferred stock of such Person or any of its Restricted Subsidiaries, other than
dividend payments on Equity Interests payable solely in Equity Interests of the
Company (other than Disqualified Stock).

"Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period. In the event that the
Company or any of its Restricted Subsidiaries incurs, assumes, Guarantees or
redeems any Indebtedness (other than revolving credit borrowings under any
Credit Facility) or issues preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated but on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee or redemption of Indebtedness, or such issuance or
redemption of preferred stock, as if the same had occurred at the beginning of
the applicable four-quarter reference period. In addition, for purposes of
making the computation referred to above, (i) acquisitions that have been made
by the Company or any of its Restricted Subsidiaries, including through mergers
or consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date shall be deemed to have occurred on the first day
of the four-quarter reference period and Consolidated Cash Flow for such
reference period shall be calculated without giving effect to clause (iii) of
the proviso set forth in the definition of Consolidated Net Income, (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, and (iii) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date.

"Foreign Subsidiaries" means Subsidiaries of the Company that are not
Domestic Subsidiaries.

"FTB" means FTB Packaging Limited, a Hong Kong corporation.

"FTB Group" means FTB and each of its Subsidiaries, including, without
limitation, MCP and each of its Subsidiaries and joint ventures.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants, the statements and pronouncements of
the Financial Accounting Standards Board and such other statements by such other
entities as have been approved by a significant segment of the accounting
profession, which are applicable at the date of this Senior Note Indenture.

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

"Global Senior Notes" means, individually and collectively, each of the
Restricted Global Senior Notes and the Unrestricted Global Senior Notes, in the
form of Exhibits A1 and A2 hereto issued in accordance with Section 2.01,
2.06(b)(iv), 2.06(d)(ii) or 2.06(f) hereof.

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

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

"Guarantors" means each Domestic Subsidiary of the Company (other than
Ball Capital Corp. and the Excluded Subsidiaries) as of the date of this Senior
Note Indenture and each other Subsidiary that becomes a party to a Senior
Subsidiary Guarantee.

"Hedging Obligations" means, with respect to any Person, the net
payment Obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements in the ordinary course of business and pursuant to
past practices designed to protect such Person against fluctuations in commodity
prices, interest rates or currency exchange rates.

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

"IAI Global Senior Note" means the global Senior Note in the form of
Exhibit A1 hereto bearing the Global Senior Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Senior Notes sold to Institutional
Accredited Investors.

"Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, as well as all Indebtedness of
others secured by a Lien on any asset of such Person (whether or not such
Indebtedness is assumed by such Person) and, to the extent not otherwise
included, the Guarantee by such Person of any Indebtedness of any other Person,
and any liability, whether or not contingent and whether or not it appears on
the balance sheet of such other Person. The amount of any Indebtedness
outstanding as of any date shall be (i) the accreted value thereof, in the case
of any Indebtedness that does not require current payments of interest, and (ii)
the principal amount thereof, together with any interest thereon that is more
than 30 days past due, in the case of any other Indebtedness.

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

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

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

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

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

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

"Limited Originator Recourse" means a reimbursement obligation to the
Company or a Restricted Subsidiary in connection with a drawing on a letter of
credit, revolving loan commitment, cash collateral account or other such credit
enhancement issued to support Indebtedness of a Securitization Entity under a
facility for the financing of trade receivables; provided that the available
amount of any such form of credit enhancement at any time shall not exceed 10.0%
of the principal amount of such Indebtedness at such time.

"Liquidated Damages" means all liquidated damages then owing pursuant
to Section 5 of the Senior Registration Rights Agreement.

"Marketable Securities" means, with respect to any Asset Sale, any
readily marketable equity securities that are (i) traded on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market; and (ii)
issued by a corporation having a total equity market capitalization of not less
than $250.0 million; provided that the excess of (A) the aggregate amount of
securities of any one such corporation held by the Company and any Restricted
Subsidiary over (B) ten times the average daily trading volume of such
securities during the 20 immediately preceding trading days shall be deemed not
to be Marketable Securities; as determined on the date of the contract relating
to such Asset Sale.

"MCP" means M.C. Packaging (Hong Kong) Limited, a Hong Kong
corporation.

"Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain or loss
together with any related provision for taxes on such gain or loss, realized in
connection with the disposition of any securities by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person
or any of its Restricted Subsidiaries, (ii) any extraordinary gain or loss,
together with any related provision for taxes on such extraordinary gain or
loss, and (iii) any one-time noncash charges (including legal, accounting and
debt issuance costs) resulting from the Transactions.

"Net Proceeds" means the aggregate cash proceeds or Cash Equivalents
received by the Company or any of its Restricted Subsidiaries in respect of any
Asset Sale (including, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale), net
of all costs relating to such Asset Sale (including, without limitation, legal,
accounting, investment banking and brokers fees, and sales and underwriting
commissions) and any relocation expenses incurred as a result thereof, taxes
paid or payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements) and any reserve for
adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.

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

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

"Obligations" means any principal, premium, if any, interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company or its Restricted Subsidiaries whether or
not a claim for post-filing interest is allowed in such proceeding), penalties,
fees, charges, expenses, indemnifications, reimbursement obligations, damages
(including Liquidated Damages), guarantees and other liabilities or amounts
payable under the documentation governing any Indebtedness or in respect
thereof.

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

"Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be a vice-president,
the principal financial officer, the treasurer or the principal accounting
officer of the Company, that meets the requirements of Sections 11.04 and 11.05
hereof.

"Opinion of Counsel" means an opinion from legal counsel who is
acceptable to the Senior Note Trustee, that meets the requirements of Sections
11.04 and 11.05 hereof. The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Senior Note Trustee.

"Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and Cedel).

"Participating Broker-Dealer" means a broker-dealer participating in
the Exchange Offer.

"Permitted Business" means the lines of business conducted by the
Company and its Restricted Subsidiaries on the date of this Senior Note
Indenture and businesses substantially similar, related or incidental thereto or
reasonable extensions thereof.

"Permitted Investments" means (a) any Investment in the Company or in a
Restricted Subsidiary of the Company; (b) any Investment in Cash Equivalents;
(c) any Investment by the Company or any Restricted Subsidiary of the Company in
a Person engaged in a Permitted Business, if as a result of such Investment (i)
such Person becomes a Restricted Subsidiary of the Company or (ii) such Person
is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company; (d) any Restricted Investment made as a
result of the receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with Section 4.10 hereto; (e) any acquisition of
assets solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company; (f) other Investments by the Company or any
of its Restricted Subsidiaries in any Person having an aggregate fair market
value (measured as of the date made and without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant
to this clause (f) that are at the time outstanding, not to exceed $50.0
million; (g) Investments arising in connection with Hedging Obligations that are
incurred in the ordinary course of business consistent with past practices, for
the purpose of fixing or hedging currency, commodity or interest rate risk
(including with respect to any floating rate Indebtedness that is permitted by
the terms of this Senior Note Indenture to be outstanding) in connection with
the conduct of the business of the Company and its Restricted Subsidiaries which
are Guarantors; (h) (1) any Investment by the Company or a Subsidiary of the
Company in a Securitization Entity or any Investment by a Securitization Entity
in any other Person in connection with a Qualified Securitization Transaction;
provided that any Investment in a Securitization Entity is in the form of a
Purchase Money Note or an equity interest or (2) any sale or transfer of
receivables in connection with the Schmalbach Receivables Facility; (i) any
Investment existing on the date of this Senior Note Indenture and any amendment,
modification, restatement, supplement, extension, renewal, refunding,
replacement, refinancing, in whole or in part, thereof; (j) any Investment in
FTB Group, the proceeds of which are used to permanently repay Indebtedness of
FTB Group that was outstanding on the date of this Senior Note Indenture; and
(k) Investments in Permitted Joint Ventures of up to $25 million outstanding at
any time.

"Permitted Joint Venture" means a joint venture (however structured)
engaged in a Permitted Business and in which the Company or a Restricted
Subsidiary (a) owns at least 40% of the ownership interest or (b) has a right to
receive at least 40% of the profits or distributions; provided that such joint
venture is not a Subsidiary.

"Permitted Liens" means (i) Liens on assets (including, without
limitation, the capital stock of a Subsidiary) of the Company or any Restricted
Subsidiary of the Company to secure Indebtedness under any Credit Facilities
that is permitted by the terms of this Senior Note Indenture to be incurred;
(ii) Liens on the assets of the Company or any of the Guarantors to secure
Hedging Obligations to any Person that is a holder of Senior Debt (or an
Affiliate thereof) with respect to Indebtedness under any Credit Facility
permitted by this Senior Note Indenture to be incurred; (iii) Liens on property
of a Person existing at the time such Person is acquired by, merged into or
consolidated with the Company or any Restricted Subsidiary of the Company;
provided that such Liens were in existence prior to the contemplation of such
acquisition, merger or consolidation and do not extend to any assets other than
those of the Person acquired by, merged into or consolidated with the Company;
(iv) Liens on property existing at the time of acquisition thereof by the
Company or any Restricted Subsidiary of the Company, provided that such Liens
were in existence prior to the contemplation of such acquisition and only extend
to the property so acquired; (v) Liens existing on the date of this Senior Note
Indenture (including a Lien incurred or to be incurred to secure outstanding
Indebtedness under the existing 8.46% Guaranteed ESOP Notes, Series A due
January 15, 1999 and 8.83% Guaranteed ESOP Notes, Series B due December 15, 2001
of the Ball Corporation Salary Conversion and Employee Stock Ownership Plan
Trust and the related guarantees thereof by the Company); (vi) Liens to secure
any Permitted Refinancing Indebtedness incurred to refinance any Indebtedness
secured by any Lien referred to in the foregoing clauses (i) through (v), as the
case may be, at the time the original Lien became a Permitted Lien; (vii) Liens
in favor of the Company or any Restricted Subsidiary that is a Guarantor; (viii)
Liens to secure Indebtedness permitted by clause (xiv) of the second paragraph
of Section 4.09 hereof, (ix) Liens incurred in the ordinary course of business
of the Company or any Restricted Subsidiary of the Company with respect to
obligations that do not exceed $25.0 million in the aggregate at any one time
outstanding and that (a) are not incurred in connection with the borrowing of
money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business and (b) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by the Company or such Restricted Subsidiary; (x) Liens to
secure the performance of statutory obligations, surety or appeal bonds,
performance bonds, deposits to secure the performance of bids, trade contracts,
government contracts, leases or licenses or other obligations of a like nature
incurred in the ordinary course of business (including, without limitation,
landlord Liens on leased properties); (xi) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings; provided that any reserve or
other appropriate provision as shall be required to conform with GAAP shall have
been made therefor; (xii) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (v) of the second paragraph of Section 4.09
hereof, covering only the assets acquired with such Indebtedness; (xiii)
carriers', warehousemen's, mechanics', landlords' materialmen's, repairmen's or
other like Liens arising in the ordinary course of business in respect of
obligations not overdue for a period in excess of 60 days or which are being
contested in good faith by appropriate proceedings promptly instituted and
diligently prosecuted; provided that any reserve or other appropriate provision
as shall be required to conform with GAAP shall have been made therefor; (xiv)
easements, rights-of-way, zoning and similar restrictions and other similar
encumbrances or title defects incurred, or leases or subleases granted to
others, in the ordinary course of business, which do not in any case materially
detract from the value of the property subject thereto or do not interfere with
or adversely affect in any material respect the ordinary conduct of the business
of the Company and its Restricted Subsidiaries taken as a whole; (xv) Liens in
favor of customs and revenue authorities to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business and
other similar Liens arising in the ordinary course of business; (xvi) leases or
subleases granted to third Persons not interfering with the ordinary course of
business of the Company or any of its Restricted Subsidiaries, (xvii) Liens
(other than any Lien imposed by ERISA or any rule or regulation promulgated
thereunder) incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance, and other types
of social security; (xviii) deposits made in the ordinary course of business to
secure liability to insurance carriers; (xix) Liens for purchase money
obligations (including refinancings thereof permitted under Section 4.09
hereof), provided that (A) the Indebtedness secured by any such Lien is
permitted under Section 4.09 hereof, and (B) any such Lien encumbers only the
asset so purchased; (xx) any attachment or judgment Lien not constituting an
Event of Default under clause (i) of the first paragraph of Section 6.01 hereof;
(xxi) any interest or title of a lessor or sublessor under any operating lease;
(xxii) Liens (A) on assets transferred to a Securitization Entity or on assets
of a Securitization Entity, in either case incurred in connection with a
Qualified Securitization Transaction or (B) incurred pursuant to the Schmalbach
Receivables Facility; and (xxiii) Liens under licensing agreements for use of
Intellectual Property entered into in the ordinary course of business.

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

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

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

"Public Equity Offering" means any underwritten primary public offering
of the Common Stock or other Voting Stock of the Company (other than
Disqualified Stock) pursuant to an effective registration statement (other than
a registration statement on Form S-4, Form S-8, or any successor or similar
form) under the Securities Act.

"Purchase Money Note" means a promissory note of a Securitization
Entity evidencing a line of credit, which may be irrevocable, from the Company
or any Restricted Subsidiary of the Company in connection with a Qualified
Securitization Transaction, which note shall be repaid from cash available to
the Securitization Entity, other than amounts required to be established as
reserves pursuant to agreements, amounts paid to investors in respect of
interest, principal and other amounts owing to such investors and amounts paid
in connection with the purchase of newly generated receivables.

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

"Qualified Securitization Transaction" means any transaction or series
of transactions pursuant to which the Company or any of its Restricted
Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization
Entity (in the case of a transfer by the Company or any of its Restricted
Subsidiaries) and (b) any other Person (in case of a transfer by a
Securitization Entity), or may grant a security interest in, any receivables
(whether now existing or arising or acquired in the future) of the Company or
any of its Restricted Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such receivables, all contracts and
contract rights and all Guarantees or other obligations in respect of such
receivables, proceeds of such receivables and other assets (including contract
rights) which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving receivables (collectively, "transferred assets");
provided that in the case of any such transfer by the Company or any of its
Restricted Subsidiaries, the transferor receives cash or Purchase Money Notes in
an amount which (when aggregated with the cash and Purchase Money Notes received
by the Company and its Restricted Subsidiaries upon all other such transfers of
transferred assets during the ninety days preceding such transfer) is at least
equal to 75% of the aggregate face amount of all receivables so transferred
during such day and the ninety preceding days.

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

"Regulation S Global Senior Note" means a Regulation S Temporary Global
Senior Note or Regulation S Permanent Global Senior Note, as appropriate.

"Regulation S Permanent Global Senior Note" means a permanent global
Senior Note in the form of Exhibit A1 hereto bearing the Global Senior Note
Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Senior Note upon expiration of the Restricted Period.

"Regulation S Temporary Global Senior Note" means a temporary global
Senior Note in the form of Exhibit A2 hereto bearing the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Senior Notes initially sold in reliance on Rule 903 of
Regulation S.

"Responsible Officer," when used with respect to the Senior Note
Trustee, means any officer within the corporate trust department of the Senior
Note Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the Senior
Note Trustee who customarily performs functions similar to those performed by
the persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Senior Note Indenture.

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

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

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

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

"Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary; provided that, on the
date of this Senior Note Indenture, all Subsidiaries of the Company other than
FTB Group, Ball Capital Corp. and the Excluded Subsidiaries shall be Restricted
Subsidiaries of the Company.

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

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

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

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

"Schmalbach Receivables Facility" means the existing accounts
receivables securitization program of Schmalbach-Lubeca AG and its Subsidiaries,
as amended, restated, modified, renewed, refunded, replaced, increased or
refinanced, in whole or in part, from time to time, by one or more of
Schmalbach-Lubeca AG, its existing and future European subsidiaries, European
affiliates that are Restricted Subsidiaries and Ball Capital Corp.; provided,
that the principal or capital amount outstanding under any such facility shall
not exceed (euro)100 million in the aggregate.

"SEC" means the Securities and Exchange Commission.

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

"Securitization Entity" means a Wholly Owned Subsidiary of the Company
(or another Person in which the Company or any Restricted Subsidiary of the
Company makes an Investment and to which the Company or any Restricted
Subsidiary of the Company transfers receivables and related assets) that engages
in no activities other than in connection with the financing of receivables and
that is designated by the Board of the Directors of the Company (as provided
below) as a Securitization Entity (a) no portion of the Indebtedness or any
other Obligations (contingent or otherwise) of which (i) is guaranteed by the
Company or any Restricted Subsidiary of the Company other than pursuant to
Standard Securitization Undertakings or Limited Originator Recourse, (ii) is
recourse to or obligates the Company or any Restricted Subsidiary of the Company
(other than the Securitization Entity) in any way other than pursuant to
Standard Securitization Undertakings or Limited Originator Recourse or (iii)
subjects any property or asset of the Company or any Restricted Subsidiary of
the Company (other than the Securitization Entity), directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings or Limited Originator Recourse, (b) with
which neither the Company nor any Restricted Subsidiary of the Company has any
material contract, agreement, arrangement or understanding other than on terms
no less favorable to the Company or such Restricted Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of the
Company, other than fees payable in the ordinary course of business in
connection with servicing receivables of such entity and (c) to which neither
the Company nor any Restricted Subsidiary of the Company has any obligation to
maintain or preserve such entity's financial condition or cause such entity to
achieve certain levels of operating results. Any such designation by the Board
of Directors of the Company shall be evidenced to the Senior Note Trustee by
filing with the Senior Note Trustee a certified copy of the resolution of the
Board of Directors of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions.

"Senior Debt" means (i) all Indebtedness outstanding under the Credit
Facility permitted under clauses (i) and (ii) of the second paragraph of Section
4.09 hereof, (ii) any other Indebtedness permitted to be incurred by the Company
under the terms of this Senior Note Indenture, unless the instrument under which
such Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Senior Notes and (iii) all Obligations
with respect to the foregoing. Notwithstanding anything to the contrary in the
foregoing, Senior Debt will not include (w) any liability for federal, state,
local or other taxes owed or owing by the Company, (x) any Indebtedness of the
Company to any of its Subsidiaries or other Affiliates, (y) any trade payables
or (z) any Indebtedness that is incurred in violation of this Senior Note
Indenture.

"Senior Make-Whole Premium" means, in connection with any optional
redemption of any Senior Note, the excess, if any, of (i) the aggregate present
value as of the date of such redemption of each dollar of principal of such
Senior Note being redeemed and the amount of interest (exclusive of interest
accrued to the date of redemption) that would have been payable in respect of
such dollar if such redemption had not been made, determined by discounting, on
a semiannual basis, such principal and interest at a rate equal to the sum of
the Treasury Yield (determined on the Business Day immediately preceding the
date of such redemption) plus 0.5% per annum, from the respective dates on which
such principal and interest would have been payable if such redemption had not
been made, over (ii) the aggregate principal amount of such Senior Note being
redeemed.

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

"Senior Notes" has the meaning assigned to it in the preamble to this
Senior Note Indenture.

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

"Senior Registration Rights Agreement" means the Registration Rights
Agreement with respect to the Senior Notes, dated as of August 10, 1998, by and
among the Company and the other parties named on the signature pages thereof, as
such agreement may be amended, modified or supplemented from time to time.

"Senior Subordinated Note Indenture" means that certain Senior
Subordinated Note Indenture, dated as of the date of this Senior Note Indenture,
between the Company, the Guarantors and The Bank of New York as Senior
Subordinated Note Trustee, as amended or supplemented from time to time,
relating to the Senior Subordinated Notes.

"Senior Subordinated Notes" means the Company's 8 1/4% Senior
Subordinated Notes due 2008 issued concurrently pursuant to the Senior
Subordinated Note Indenture.

"Senior Subsidiary Guarantee" means the Guarantee of the Senior Notes
by each of the Guarantors pursuant to Article 10 hereof and in the form of
Guarantee endorsed on the forms of Senior Note attached as Exhibits A1 and A2
hereto and any additional Guarantee of the Senior Notes to be executed by any
Restricted Subsidiary of the Company pursuant to Section 4.16 hereof.

"Series A Senior Notes" has the meaning assigned to it in the preamble
to this Senior Note Indenture.

"Series B Senior Notes" has the meaning assigned to it in the preamble
to this Senior Note Indenture.

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

"Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Senior Note Indenture.

"Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company that are reasonably customary in receivables
securitization transactions.

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

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

"Subordinated Subsidiary Guarantee" means the Guarantee of the Senior
Subordinated Notes by each of the Guarantors pursuant to the Senior Subordinated
Note Indenture and any additional Guarantee of the Senior Subordinated Notes to
be executed by any Restricted Subsidiary of the Company pursuant to the Senior
Subordinated Note Indenture.

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

"Total Assets" means the total assets of the Company and its Restricted
Subsidiaries on a consolidated basis determined in accordance with GAAP, as
shown on the most recently available consolidated balance sheet of the Company
and its Restricted Subsidiaries.

"Transactions" means the entering into the Credit Agreements; the
issuance of the Senior Notes and the Senior Subordinated Notes; and the
Acquisition.

"Treasury Yield" means, in connection with the calculation of any
Senior Make-Whole Premium on any Senior Note, the yield to maturity at the time
of computation of United States Treasury securities with a constant maturity (as
compiled by and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two Business Days prior
to the date fixed for redemption (or, if such Statistical Release is no longer
published, any publicly available source of similar data)) equal to the then
remaining maturity of such Senior Note; provided that if no United States
Treasury security is available with such a constant maturity and for which a
closing yield is given, the Treasury Yield shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the closing
yields of United States Treasury securities for which such yields are given,
except that if the remaining maturity of such Senior Note is less than one year,
the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.

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

"Unrestricted Global Senior Note" means a permanent global Senior Note
in the form of Exhibit A1 attached hereto that bears the Global Senior Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Senior
Note" attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Senior Notes
that do not bear the Private Placement Legend.

"Unrestricted Subsidiary" means each of FTB Group, Ball Capital Corp.
and the Excluded Subsidiaries. In addition, "Unrestricted Subsidiary" means (i)
any Subsidiary that is designated by the Board of Directors as an Unrestricted
Subsidiary pursuant to a Board Resolution; but only to the extent that such
Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt; (b) is not
party to any agreement, contract, arrangement or understanding with the Company
or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company; (c) is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (x) to subscribe for additional Equity
Interests or (y) to maintain or preserve such Person's net worth; and (d) has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries; provided,
however, that the Company and its Restricted Subsidiaries may guarantee the
performance of Unrestricted Subsidiaries in the ordinary course of business
except for guarantees of Obligations in respect of borrowed money. Any such
designation by the Board of Directors shall be evidenced to the Senior Note
Trustee by filing with the Senior Note Trustee a certified copy of the board
resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions and was
permitted by Section 4.07 hereof.

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

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

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

"Wholly Owned Subsidiary" means a Restricted Subsidiary, 100% of the
outstanding Capital Stock and other Equity Interests of which is directly or
indirectly owned by the Company.

Section 1.02 OTHER DEFINITIONS.

Defined in
Term Section

"Affiliate Transaction"...........................................4.11
"Authentication Order"............................................2.02
"Calculation Date"................................................1.01
"Change of Control Offer".........................................4.15
"Change of Control Payment".......................................4.15
"Change of Control Payment Date"..................................4.15
"Covenant Defeasance"...............................................03
"DTC" ............................................................2.03
"Event of Default" ...............................................6.01
"Excess Proceeds".................................................4.10
"incur"...........................................................4.09
"Investment Grade Ratings"........................................4.19
"Legal Defeasance"................................................8.02
"Long-Term Credit Agreement" ...................................1.01
"Moody's".........................................................4.19
"Offer Amount"....................................................3.09
"Offer Period" ...................................................3.09
"Other Indebtedness"..............................................4.16
"Paying Agent" ...................................................2.03
"Payment Default".................................................6.01
"Permitted Debt" .................................................4.09
"Purchase Date"...................................................3.09
"Rating Agencies".................................................4.19
"Registrar".......................................................2.03
"Restricted Payments".............................................4.07
"S&P" ............................................................4.19
"Senior Asset Sale Offer".........................................4.10
"Short-Term Credit Agreement" ...................................1.01
"Suspended Covenants".............................................4.19
"Suspension Period"...............................................4.19

Section 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

"Indenture securities" means the Senior Notes;

"Indenture security Holder" means a Holder of a Senior Note;

"Indenture to be qualified" means this Senior Note Indenture;

"Indenture Trustee" or "institutional Trustee" means the Senior Note
Trustee; and

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

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

Section 1.04 RULES OF CONSTRUCTION.

Unless the context otherwise requires:

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

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

(3) "or" is not exclusive;

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

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

(6) references to sections of or rules under the Securities Act
shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to
time.
ARTICLE 2

THE SENIOR NOTES

Section 2.01 FORM AND DATING.

(a) General. The Senior Notes and the Senior Note Trustee's certificate
of authentication shall be substantially in the form of Exhibits A1 and A2
hereto. The Senior Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Senior Note shall be dated the date of
its authentication. The Senior Notes shall be in denominations of $1,000 and
integral multiples thereof.

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

(b) Global Senior Notes. Senior Notes issued in global form shall be
substantially in the form of Exhibits A1 or A2 attached hereto (including the
Global Senior Note Legend thereon and the "Schedule of Exchanges of Interests in
the Global Senior Note" attached thereto). Senior Notes issued in definitive
form shall be substantially in the form of Exhibit A1 attached hereto (but
without the Global Senior Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Senior Note" attached thereto). Each Global
Senior Note shall represent such of the outstanding Senior Notes as shall be
specified therein and each shall provide that it shall represent the aggregate
principal amount of outstanding Senior Notes from time to time endorsed thereon
and that the aggregate principal amount of outstanding Senior Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Senior Note to
reflect the amount of any increase or decrease in the aggregate principal amount
of outstanding Senior Notes represented thereby shall be made by the Senior Note
Trustee or the Custodian, at the direction of the Senior Note Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.06 hereof.

(c) Temporary Global Senior Notes. Senior Notes offered and sold in
reliance on Regulation S shall be issued initially in the form of the Regulation
S Temporary Global Senior Note, which shall be deposited on behalf of the
purchasers of the Senior Notes represented thereby with the Senior Note Trustee,
at its New York office, as custodian for the Depositary, and registered in the
name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by
the Company and authenticated by the Senior Note Trustee as hereinafter
provided. The Restricted Period shall be terminated upon the receipt by the
Senior Note Trustee of (i) a written certificate from the Depositary, together
with copies of certificates from Euroclear and Cedel Bank certifying that they
have received certification of non-United States beneficial ownership of 100% of
the aggregate principal amount of the Regulation S Temporary Global Senior Note
(except to the extent of any beneficial owners thereof who acquired an interest
therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Senior Note or an IAI Global Senior Note
bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)
hereof), and (ii) an Officers' Certificate from the Company. Following the
termination of the Restricted Period, beneficial interests in the Regulation S
Temporary Global Senior Note shall be exchanged for beneficial interests in
Regulation S Permanent Global Senior Notes pursuant to the Applicable
Procedures. Simultaneously with the authentication of Regulation S Permanent
Global Senior Notes, the Senior Note Trustee shall cancel the Regulation S
Temporary Global Senior Note. The aggregate principal amount of the Regulation S
Temporary Global Senior Note and the Regulation S Permanent Global Senior Notes
may from time to time be increased or decreased by adjustments made on the
records of the Senior Note Trustee and the Depositary or its nominee, as the
case may be, in connection with transfers of interest as hereinafter provided.

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

Section 2.02 EXECUTION AND AUTHENTICATION.

One Officer shall sign the Senior Notes for the Company by manual or
facsimile signature. If an Officer whose signature is on a Senior Note no longer
holds that office at the time a Senior Note is authenticated, the Senior Note
shall nevertheless be valid.

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

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

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

Section 2.03 REGISTRAR AND PAYING AGENT.

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

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

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

Section 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

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

Section 2.05 HOLDER LISTS.

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

Section 2.06 TRANSFER AND EXCHANGE.

(a) Transfer and Exchange of Global Senior Notes. A Global Senior Note
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global
Senior Notes will be exchanged by the Company for Definitive Senior Notes if (i)
the Company delivers to the Senior Note Trustee notice from the Depositary that
it is unwilling or unable to continue to act as Depositary or that it is no
longer a clearing agency registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Company within 120 days after the
date of such notice from the Depositary or (ii) the Company in its sole
discretion determines that the Global Senior Notes (in whole but not in part)
should be exchanged for Definitive Senior Notes and delivers a written notice to
such effect to the Senior Note Trustee; provided that in no event shall the
Regulation S Temporary Global Senior Note be exchanged by the Company for
Definitive Senior Notes prior to (x) the expiration of the Restricted Period and
(y) the receipt by the Registrar of any certificates required pursuant to Rule
903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Senior Notes shall be issued
in such names as the Depositary shall instruct the Senior Note Trustee. Global
Senior Notes also may be exchanged or replaced, in whole or in part, as provided
in Sections 2.07 and 2.10 hereof. Every Senior Note authenticated and delivered
in exchange for, or in lieu of, a Global Senior Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Senior Note.
A Global Senior Note may not be exchanged for another Senior Note other than as
provided in this Section 2.06(a), however, beneficial interests in a Global
Senior Note may be transferred and exchanged as provided in Section 2.06(b), (c)
or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Senior
Notes. The transfer and exchange of beneficial interests in the Global Senior
Notes shall be effected through the Depositary, in accordance with the
provisions of this Senior Note Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Senior Notes shall be subject to
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. Transfers of beneficial interests in the Global
Senior Notes also shall require compliance with either subparagraph (i) or (ii)
below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

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

(ii) All Other Transfers and Exchanges of Beneficial Interests in
Global Senior Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to
Section 2.06(b)(i) above, the transferor of such beneficial
interest must deliver to the Registrar either (A) (1) a
written order from a Participant or an Indirect Participant
given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be
credited a beneficial interest in another Global Senior Note
in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given in
accordance with the Applicable Procedures containing
information regarding the Participant account to be credited
with such increase or (B) (1) a written order from a
Participant or an Indirect Participant given to the Depositary
in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Senior Note in
an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given by the Depositary to
the Registrar containing information regarding the Person in
whose name such Definitive Senior Note shall be registered to
effect the transfer or exchange referred to in (1) above;
provided that in no event shall Definitive Senior Notes be
issued upon the transfer or exchange of beneficial interests
in the Regulation S Temporary Global Senior Note prior to (x)
the expiration of the Restricted Period and (y) the receipt by
the Registrar of any certificates required pursuant to Rule
903 under the Securities Act. Upon consummation of an Exchange
Offer by the Company in accordance with Section 2.06(f)
hereof, the requirements of this Section 2.06(b)(ii) shall be
deemed to have been satisfied upon receipt by the Registrar of
the instructions contained in the Letter of Transmittal
delivered by the Holder of such beneficial interests in the
Restricted Global Senior Notes. Upon satisfaction of all of
the requirements for transfer or exchange of beneficial
interests in Global Senior Notes contained in this Senior Note
Indenture and the Senior Notes or otherwise applicable under
the Securities Act, the Senior Note Trustee shall adjust the
principal amount of the relevant Global Senior Note(s)
pursuant to Section 2.06(h) hereof.

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

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

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

(C) if the transferee will take delivery in the form of a
beneficial interest in the IAI Global Senior Note,
then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the
certifications and certificates and Opinion of
Counsel required by item (3) thereof, if applicable.

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

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

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

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

(D) the Registrar receives the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
beneficial interest in the Regulation S Temporary Global
Senior Note may not be exchanged for a Definitive Senior Note
or transferred to a Person who takes delivery thereof in the
form of a Definitive Senior Note prior to (x) the expiration
of the Restricted Period and (y) the receipt by the Registrar
of any certificates required pursuant to Rule 903(c)(3)(ii)(B)
under the Securities Act, except in the case of a transfer
pursuant to an exemption from the registration requirements of
the Securities Act other than Rule 903 or Rule 904.

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

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

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

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

(D) the Registrar receives the following:

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

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

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

(iii) Beneficial Interests in Unrestricted Global Senior Notes to
Unrestricted Definitive Senior Notes. If any holder of a
beneficial interest in an Unrestricted Global Senior Note
proposes to exchange such beneficial interest for a
Definitive Senior Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form
of a Definitive Senior Note, then, upon satisfaction of the
conditions set forth in Section 2.06(b)(ii) hereof, the
Senior Note Trustee shall cause the aggregate principal
amount of the applicable Global Senior Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Senior Note Trustee shall
authenticate and deliver to the Person designated in the
instructions a Definitive Senior Note in the appropriate
principal amount. Any Definitive Senior Note issued in
exchange for a beneficial interest pursuant to this Section
2.06(c)(iii) shall be registered in such name or names and
in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Senior Note
Trustee shall deliver such Definitive Senior Notes to the
Persons in whose names such Senior Notes are so registered.
Any Definitive Senior Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iii)
shall not bear the Private Placement Legend.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(D) the Registrar receives the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(D) the Registrar receives the following:

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

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

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

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

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

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

(i) Private Placement Legend.

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

"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY 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 SECURITY EVIDENCED HEREBY IS
HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISION OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) SUCH SECURITY 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) OUTSIDE THE UNITED STATES TO A FOREIGN
PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
OR 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY 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 FROM IT OF THE SECURITY EVIDENCED HEREBY
OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

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

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

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

(iii) Regulation S Temporary Global Senior Note Legend. The
Regulation S Temporary Global Senior Note shall bear a
legend in substantially the following form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
SENIOR NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
EXCHANGE FOR CERTIFICATED SENIOR NOTES, ARE AS SPECIFIED IN
THE SENIOR NOTE INDENTURE (AS DEFINED HEREIN). NEITHER THE
HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S
TEMPORARY GLOBAL SENIOR NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON."

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

(i) General Provisions Relating to Transfers and Exchanges.

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

(ii) No service charge shall be made to a holder of a beneficial
interest in a Global Senior Note or to a Holder of a
Definitive Senior Note for any registration of transfer or
exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.10, 3.06, 3.09,
4.10, 4.15 and 9.05 hereof).

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

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

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

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

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

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

Section 2.07 REPLACEMENT SENIOR NOTES.

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

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

Section 2.08 OUTSTANDING SENIOR NOTES.

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

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

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

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

Section 2.09 TREASURY SENIOR NOTES.

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

Section 2.10 TEMPORARY SENIOR NOTES.

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

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

Section 2.11 CANCELLATION.

The Company at any time may deliver Senior Notes to the Senior Note
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Senior Note Trustee any Senior Notes surrendered to them for registration of
transfer, exchange or payment. The Senior Note Trustee and no one else shall
cancel all Senior Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall return such canceled Senior Notes
to the Company. The Company may not issue new Senior Notes to replace Senior
Notes that it has paid or that have been delivered to the Senior Note Trustee
for cancellation.

Section 2.12 DEFAULTED INTEREST.

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

Section 2.13 CUSIP NUMBER.

The Company in issuing the Senior Notes may use "CUSIP" numbers (if
then generally in use), and, if so, the Senior Note Trustee shall use CUSIP
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Senior Notes or as contained in any notice
of a redemption 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 the omission of such numbers. The Company will
promptly notify the Senior Note Trustee of any change in the CUSIP numbers.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01 NOTICES TO SENIOR NOTE TRUSTEE.

If the Company elects to redeem Senior Notes pursuant to the redemption
provisions of Section 3.07 hereof, it shall furnish to the Senior Note Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Senior Note Indenture
pursuant to which the redemption shall occur, (ii) the redemption date, (iii)
the principal amount of Senior Notes to be redeemed, (iv) the redemption price
and (v) the CUSIP numbers of the Senior Notes to be redeemed.

Section 3.02 SELECTION OF SENIOR NOTES TO BE REDEEMED.

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

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

Section 3.03 NOTICE OF REDEMPTION.

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

The notice shall identify the Senior Notes to be redeemed, including
the CUSIP numbers, and shall state:

(a) the redemption date;

(b) the redemption price;

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

(d) the name and address of the Paying Agent; (e) that Senior Notes
called for redemption must be surrendered to the Paying Agent to collect the
redemption price;

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

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

(h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Senior Notes.

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

Section 3.04 EFFECT OF NOTICE OF REDEMPTION.

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

Section 3.05 DEPOSIT OF REDEMPTION PRICE.

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

If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Senior
Notes or the portions of Senior Notes called for redemption. If a Senior Note is
redeemed on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Senior Note was registered at the close of business on
such record date. If any Senior Note called for redemption shall not be so paid
upon surrender for redemption because of the failure of the Company to comply
with the preceding paragraph, interest shall be paid on the unpaid principal,
from the redemption date until such principal is paid, and to the extent lawful
on any interest not paid on such unpaid principal, in each case at the rate
provided in the Senior Notes and in Section 4.01 hereof.

Section 3.06 SENIOR NOTES REDEEMED IN PART.

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

Section 3.07 OPTIONAL REDEMPTION.

(a) The Senior Notes will be subject to redemption at any time at the
option of the Company, in whole but not in part, upon not less than 30 nor more
than 60 days' notice.

(b) The Senior Notes will be redeemable at a redemption price equal to
100% of the principal amount thereof plus the applicable Senior Make-Whole
Premium, plus, to the extent not included in the Senior Make-Whole Premium,
accrued and unpaid interest and Liquidated Damages, if any, to the date of
redemption.

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

Section 3.08 MANDATORY REDEMPTION.

Except as set forth in Sections 3.09, 4.10 and 4.15 hereof, the Company
shall not be required to make mandatory redemption or sinking fund payments with
respect to the Senior Notes.

Section 3.09 OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence a Senior Asset Sale Offer, it shall follow the
procedures specified below.

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

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

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

(a) that the Senior Asset Sale Offer is being made pursuant to this
Section 3.09 and Section 4.10 hereof and the length of time the Senior Asset
Sale Offer shall remain open;

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

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

(d) that, unless the Company defaults in making such payment, any
Senior Note accepted for payment pursuant to the Senior Asset Sale Offer shall
cease to accrete or accrue interest after the Purchase Date;

(e) that Holders electing to have a Senior Note purchased pursuant to a
Senior Asset Sale Offer may only elect to have all of such Senior Note purchased
and may not elect to have only a portion of such Senior Note purchased;

(f) that Holders electing to have a Senior Note purchased pursuant to
any Senior Asset Sale Offer shall 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, or transfer by book-entry transfer, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;

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

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

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

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

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

ARTICLE 4

COVENANTS

Section 4.01 PAYMENT OF SENIOR NOTES.

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

The Company or a Guarantor shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to the then applicable interest rate on the Senior Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02 MAINTENANCE OF OFFICE OR AGENCY.

The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Senior Note Trustee or
an affiliate of the Senior Note Trustee, Registrar or co-registrar) where Senior
Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Senior Notes and
this Senior Note Indenture may be served. The Company shall give prompt written
notice to the Senior Note Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Senior
Note Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Administration Office
of the Senior Note Trustee.

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 Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Senior Note Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

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

Section 4.03 REPORTS.

(a) Whether or not the Company is required by the rules and regulations
of the SEC, so long as any Senior Notes are outstanding, the Company will
furnish to each of the Holders of Senior Notes and to the Senior Note Trustee
(i) all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such financial information, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of the Company and
any consolidated Restricted Subsidiaries and, with respect to the annual
information only, reports thereon by the Company's independent public
accountants (which shall be firm(s) of established national reputation) and (ii)
all information that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports. All such information and reports
shall be filed with the SEC (unless the SEC will not accept such a filing) on or
prior to the dates on which such filings would have been required to be made had
the Company been subject to the rules and regulations of the SEC. In addition,
whether or not required by the rules and regulations of the SEC, the Company
shall file a copy of all such information and reports with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA ss. 314(a). Delivery of
such reports, information and documents to the Senior Note Trustee is for
informational purposes only and the Senior Note Trustee's receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Senior Note
Trustee is entitled to rely exclusively on Officers' Certificates).

(b) For so long as any Senior Notes remain outstanding, the Company and
the Guarantors shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04 COMPLIANCE CERTIFICATE.

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

(b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

(c) The Company shall, so long as any of the Senior Notes are
outstanding, deliver to the Senior Note Trustee, as soon as possible, but in no
event later than five days after any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

Section 4.05 TAXES.

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

Section 4.06 STAY, EXTENSION AND USURY LAWS.

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

Section 4.07 RESTRICTED PAYMENTS.

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

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

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

(c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company or any of its Restricted
Subsidiaries after the date of this Senior Note Indenture (excluding Restricted
Payments permitted by clauses (ii), (iii), (iv), (v) or (x) of the next
succeeding paragraph), is less than the sum, without duplication, of (i) 50% of
the Consolidated Net Income of the Company for the period (taken as one
accounting period) from the beginning of the first fiscal quarter immediately
following the date of this Senior Note Indenture to the end of the Company's
most recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus (ii) 100%
of the aggregate Net Cash Proceeds or the fair market value of property other
than cash received by the Company as a contribution to its common equity capital
or from the issue or sale since the date of this Senior Note Indenture of Equity
Interests of the Company (other than Disqualified Stock), or of Disqualified
Stock or debt securities of the Company that have been converted into such
Equity Interests (other than Equity Interests (or Disqualified Stock or
convertible debt securities) sold to a Restricted Subsidiary of the Company and
other than Disqualified Stock or convertible debt securities that have been
converted into Disqualified Stock), plus (iii) to the extent not already
included in Consolidated Net Income of the Company for such period and without
duplication, any Restricted Investment that was made by the Company or any of
its Restricted Subsidiaries after the date of this Senior Note Indenture is sold
for cash or otherwise liquidated or repaid for cash, or any Unrestricted
Subsidiary which is designated as an Unrestricted Subsidiary subsequent to the
date of this Senior Note Indenture is sold for cash or otherwise liquidated or
repaid for cash, 100% of the cash return of capital with respect to such
Restricted Investment or Unrestricted Subsidiary (less the cost of disposition,
if any) and 50% of the excess of the fair market value of the Company's
Investment in such Unrestricted Subsidiary as of the date of such redesignation
over the amount of the Restricted Investment that reduced this clause (c);
provided further, that any amounts that increase this clause (c) shall not
duplicatively increase amounts available as Permitted Investments.

The foregoing provisions shall not prohibit:

(i) the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such
payment would have complied with the provisions of this Senior
Note Indenture;

(ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any Indebtedness which is subordinated
Indebtedness or Equity Interests of the Company in exchange
for, or out of the net cash proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary of the
Company) of, other Equity Interests of the Company (other than
any Disqualified Stock); provided that the amount of any such
net cash proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance or other acquisition shall
be excluded from clause (c) (ii) of the preceding paragraph;

(iii) the defeasance, redemption, repurchase or other acquisition of
Indebtedness which is subordinated Indebtedness with the net
cash proceeds from an incurrence of Permitted Refinancing
Indebtedness;

(iv) the payment of any dividend or distribution by a Restricted
Subsidiary of the Company to the holders of its common Equity
Interests so long as the Company or such Restricted Subsidiary
receives at least its pro rata share of such dividend or
distribution in accordance with its Equity Interests in such
class or series of securities;

(v) the payment of dividends on the Company's Common Stock and
Series B ESOP Convertible Preferred Stock of up to a combined
amount of $25.0 million per annum; provided that any amount
not utilized by the Company to pay dividends in any calendar
year will not be carried forward to any subsequent year;

(vi) (a) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company
that are held by any member of the Company's (or any of its
Restricted Subsidiaries) management pursuant to any management
equity subscription agreement or stock option agreement or (b)
the repurchase of Equity Interests of the Company or any
Restricted Subsidiary of the Company held by employee benefits
plans (whether directly or for employees, directors or former
directors) pursuant to the terms of agreements (other than
management equity subscription agreements or stock option
agreements) approved by the Company's Board of Directors;
provided that, in the case of foregoing clause (a) the
aggregate price paid for all such repurchased, redeemed,
acquired or retired Equity Interests shall not exceed $10.0
million in the aggregate since the date of this Senior Note
Indenture and, in the case of foregoing clause (b), the
aggregate purchase price paid for all such repurchased Equity
Interests shall not exceed $15.0 million in any twelve-month
period;

(vii) repurchases of Equity Interests deemed to occur upon exercise
of stock options if such Equity Interests represent a portion
of the exercise price of such options;

(viii) the repurchase, redemption or other acquisition or retirement
for value of the Senior Subordinated Notes pursuant to the
provisions described under Section 3.07 of the Senior
Subordinated Note Indenture; provided, that the amount of any
Equity Offering used to effect such a repurchase, redemption
or other acquisition or retirement for value shall be excluded
from the calculation made pursuant to clause (c)(ii) of the
preceding paragraph;

(ix) the repurchase, redemption or other acquisition or retirement
for value of the Senior Subordinated Notes pursuant to the
provisions described under Section 4.10 and Section 4.15 of
the Senior Subordinated Note Indenture; provided, that as of
the date of such repurchase, redemption or other acquisition
or retirement for value, no Default or Event of Default shall
have occurred and be continuing or, with the passage of time,
would occur as a consequence thereof;

(x) and other Restricted Payments in an aggregate amount since the
date of this Senior Note Indenture not to exceed $50.0 million
under this clause (x);

provided that, with respect to clauses (ii), (iii), (v), (vi), (viii),
(ix) and (x) above, no Default or Event of Default shall have occurred
and be continuing immediately after such transaction or as a
consequence thereof.

As of the date of this Senior Note Indenture, all of the Company's
Subsidiaries other than the FTB Group, Ball Capital Corp. and the Excluded
Subsidiaries will be Restricted Subsidiaries. The Board of Directors may
designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such
designation would not cause a Default. For purposes of making such
determination, all outstanding Investments by the Company and its Restricted
Subsidiaries (except to the extent repaid in cash) in the Subsidiary so
designated will be deemed to be Restricted Payments at the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of this Section 4.07. All such outstanding Investments will
be deemed to constitute Investments in an amount equal to the fair market value
of such Investments at the time of such designation. Such designation will only
be permitted if such Restricted Payment would be permitted at such time and if
such Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

If, at any time, any Unrestricted Subsidiary would fail to meet the
requirements in the definition of "Unrestricted Subsidiary" as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Senior Note Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date (and, if such Indebtedness is not permitted to be incurred as of such
date under Section 4.09 hereof, the Company shall be in default of such
covenant). The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted under Section 4.09 hereof calculated on a pro forma basis as if
such designation had occurred at the beginning of the four-quarter reference
period, (ii) if such Subsidiary is a Domestic Subsidiary, such Subsidiary shall
have executed and delivered a supplemental indenture pursuant to which it will
become a Guarantor under this Senior Note Indenture, and (iii) no Default or
Event of Default would be in existence following such designation.

The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary of the Company, pursuant to the Restricted Payment. The
fair market value of any noncash Restricted Payment or any adjustment made
pursuant to paragraph (c) of this Section 4.07 shall be determined by the Board
of Directors of the Company whose resolution with respect thereto shall be
delivered to the Senior Note Trustee, such determination to be based upon an
opinion or appraisal issued by an investment banking firm (or, if an investment
banking firm is generally not qualified to give such an opinion or appraisal, by
an appraisal firm) of national standing if such fair market value exceeds $25.0
million. Not later than the date of making any Restricted Payment, the Company
shall deliver to the Senior Note Trustee an Officers' Certificate stating that
such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Senior Note Indenture.

If any Restricted Investment is sold or otherwise liquidated or repaid
or any dividend or payment is received by the Company or a Restricted Subsidiary
and such amounts may be credited to clause (c) above, then such amounts will be
credited only to the extent of amounts not otherwise included in Consolidated
Net Income and that do not otherwise increase the amount available as a
Permitted Investment.

Section 4.08 DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
SUBSIDIARIES.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries that are not Guarantors to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary of the Company or the
Company to (i)(x) pay dividends or make any other distributions to the Company
or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with
respect to any other interest or participation in, or measured by, its profits,
or (y) pay any Indebtedness owed to the Company or any of its Restricted
Subsidiaries, (ii) make loans or advances to the Company or any of its
Restricted Subsidiaries or (iii) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (a) Existing Indebtedness as in
effect on the date of this Senior Note Indenture, (b) the Credit Facility as in
effect as of the date of this Senior Note Indenture, and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings are no more restrictive with respect to such
dividend and other payment restrictions than those contained in the Credit
Facility as in effect on the date of this Senior Note Indenture, (c) this Senior
Note Indenture, the Senior Subordinated Note Indenture, the Senior Notes and the
Senior Subordinated Notes, (d) applicable law or any applicable rule, regulation
or order, (e) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Indebtedness was
incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Senior Note Indenture to be
incurred, (f) by reason of customary non-assignment provisions in leases or
other contracts entered into in the ordinary course of business and consistent
with past practices, (g) purchase money obligations for property acquired in the
ordinary course of business that impose restrictions of the nature described in
clause (iii) above on the property so acquired, (h) Indebtedness of Guarantors,
provided that such Indebtedness was permitted to be incurred pursuant to this
Senior Note Indenture, (i) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive than those contained in the agreements
governing the Indebtedness being refinanced, (j) secured Indebtedness otherwise
permitted to be incurred pursuant to the provisions of Section 4.12 hereof that
limits the right of the debtor to dispose of assets securing such Indebtedness,
(k) provisions with respect to the disposition or distribution of assets or
property in joint venture or similar agreements entered into in the ordinary
course of business or (l) any Purchase Money Note, or other Indebtedness or
other contractual requirements of a Securitization Entity in connection with a
Qualified Securitization Transaction; provided that such restrictions apply only
to such Securitization Entity.

Section 4.09 INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and that the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue shares of Disqualified Stock and any of the Company's
Restricted Subsidiaries may incur Indebtedness if the Company's Fixed Charge
Coverage Ratio for the Company's most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified
Stock is issued would have been at least 2.00 to 1, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred, or the Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

The provisions of the first paragraph of this Section 4.09 shall not
apply to the incurrence of any of the following items of Indebtedness
(collectively, "Permitted Debt"):

(i) the incurrence by the Company or its Restricted Subsidiaries
of term Indebtedness under the Credit Facility, letters of
credit (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of
the Company and its Restricted Subsidiaries thereunder) and
related Guarantees under the Credit Facility; provided that
the aggregate principal amount of all term Indebtedness and
letters of credit of the Company and its Restricted
Subsidiaries (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of
the Company and its Restricted Subsidiaries thereunder)
outstanding under the Credit Facility after giving effect to
such incurrence, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any
other Indebtedness incurred pursuant to this clause (i) does
not exceed an amount equal to $550.0 million;

(ii) the incurrence by the Company or its Restricted Subsidiaries
of revolving credit Indebtedness under the Credit Facility,
letters of credit (with letters of credit being deemed to have
a principal amount equal to the maximum potential liability of
the Company and its Restricted Subsidiaries thereunder) and
related Guarantees under the Credit Facility; provided that
the aggregate principal amount of all revolving Indebtedness
and letters of credit of the Company and its Restricted
Subsidiaries (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of
the Company and its Restricted Subsidiaries thereunder)
outstanding under the Credit Facility after giving effect to
such incurrence, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any
other Indebtedness incurred pursuant to this clause (ii), does
not exceed $700.0 million less the aggregate amount of Asset
Sale proceeds applied by the Company and its Restricted
Subsidiaries to permanently reduce the availability of
revolving credit Indebtedness under the Credit Agreements
pursuant to the provisions of Section 4.10 hereof;

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

(iv) the incurrence by the Company and the Guarantors of
Indebtedness represented by the Senior Notes, the Senior
Subordinated Notes, the Senior Subsidiary Guarantees and the
Subordinated Subsidiary Guarantees limited in aggregate
principal amount, without duplication, to amounts outstanding
under this Senior Note Indenture and the Senior Subordinated
Note Indenture as of their respective dates;

(v) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money
obligations, in each case incurred for the purpose of
financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment
used in the business of the Company or such Restricted
Subsidiary, in an aggregate principal amount, including all
Permitted Refinancing Indebtedness incurred to refund,
refinance or replace Indebtedness incurred pursuant to this
clause (v), not to exceed 5% of Total Assets;

(vi) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness;

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

(viii) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred in the
normal course of business for the purpose of fixing or hedging
currency, commodity or interest rate risk (including with
respect to any Indebtedness that is permitted by the terms of
this Senior Note Indenture to be outstanding in connection
with the conduct of their respective businesses and not for
speculative purposes);

(ix) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness in the ordinary course of
business solely in respect of performance, surety and similar
bonds, completion or performance guarantees or standby letters
of credit issued for the purpose of supporting workers'
compensation liabilities of the Company or any of its
Restricted Subsidiaries, to the extent that such incurrence
does not result in the incurrence of any obligation for the
payment of borrowed money to others;

(x) the incurrence of Indebtedness arising from agreements of the
Company or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price or similar
obligations, in each case, incurred or assumed in connection
with the disposition of any business, assets or a Subsidiary;

(xi) the incurrence by a Restricted Subsidiary of the Company of
Indebtedness in connection with and in contemplation of, the
concurrent disposition of such Restricted Subsidiary to the
stockholders of the Company; provided that such disposition
occurs concurrently with such incurrence and following such
disposition, neither the Company nor any of its Restricted
Subsidiaries has any liability with respect to such
Indebtedness;

(xii) the incurrence by a Securitization Entity of Indebtedness in a
Qualified Securitization Transaction that is Non-Recourse Debt
with respect to the Company and its other Restricted
Subsidiaries (except for Standard Securitization Undertakings
and Limited Originator Recourse);

(xiii) the guarantee by the Company or any of the Restricted
Subsidiaries of Indebtedness of the Company or a Restricted
Subsidiary of the Company that was permitted to be incurred by
another provision of this Section 4.09; and

(xiv) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate
principal amount (or accreted value, as applicable) at any
time outstanding, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any
other Indebtedness incurred pursuant to this clause (xiv), not
to exceed $75.0 million.

For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (i) through (xiv) above
as of the date of incurrence thereof or is entitled to be incurred pursuant to
the first paragraph of this Section 4.09 as of the date of incurrence thereof,
the Company shall, in its sole discretion, classify or reclassify such item of
Indebtedness as of the date of incurrence thereof in any manner that complies
with this Section 4.09 and such item of Indebtedness shall be treated as having
been incurred pursuant to only one of such clauses or pursuant to the first
paragraph of this Section 4.09. Accrual of interest, the accretion of accreted
value and the payment of interest in the form of additional Indebtedness will
not be deemed to be an incurrence of Indebtedness for purposes of this Section
4.09.

Section 4.10 ASSETS SALES.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company or such
Restricted Subsidiary receives consideration at the time of such Asset Sale at
least equal to the fair market value (evidenced by a resolution of the Board of
Directors set forth in an Officers' Certificate delivered to the Senior Note
Trustee with respect to any Asset Sale determined to have a fair market value
greater than $25.0 million) of the assets or Equity Interests issued or sold or
otherwise disposed of and (ii) at least 75% of the consideration therefor
received by the Company or such Restricted Subsidiary is in the form of cash or
Cash Equivalents; provided that the following amounts shall be deemed to be
cash: (w) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet), of the Company or any Restricted
Subsidiary of the Company (other than contingent liabilities and liabilities
that are by their terms subordinated to the Senior Notes or any Guarantee
thereof) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases the Company or such Restricted
Subsidiary from further liability, (x) any securities, notes or other
obligations received by the Company or any such Restricted Subsidiary from such
transferee that are converted by the Company or such Restricted Subsidiary into
cash within 180 days after the consummation of such Asset Sale (to the extent of
the cash received), (y) any Designated Noncash Consideration received by the
Company or any of its Restricted Subsidiaries in such Asset Sale; provided that
the aggregate fair market value (as determined above) of such Designated Noncash
Consideration, taken together with the fair market value at the time of receipt
of all other Designated Noncash Consideration received pursuant to this clause
(y) less the amount of Net Proceeds previously realized in cash from prior
Designated Noncash Consideration is less than 5% of Total Assets at the time of
the receipt of such Designated Noncash Consideration (with the fair market value
of each item of Designated Noncash Consideration being measured at the time
received and without giving effect to subsequent changes in value) and (z)
Additional Assets received in an exchange-of-assets transaction.

Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds, at its option, (a) to repay
Indebtedness under any Credit Facility (and to correspondingly permanently
reduce the commitments with respect thereto in the case of revolving
borrowings), (b) to the acquisition of a controlling interest in another
business, the making of a capital expenditure or the acquisition of other
long-term assets, in each case, in Permitted Businesses or (c) to an Investment
in Additional Assets; provided, that the Company will have complied with clause
(c) if, within 365 days of such Asset Sale, the Company shall have entered into
a definitive agreement covering such Investment which is thereafter completed
within 365 days after the first anniversary of such Asset Sale. Pending the
final application of any such Net Proceeds, the Company may temporarily reduce
Indebtedness under any Credit Facility or otherwise invest such Net Proceeds in
any manner that is not prohibited by this Senior Note Indenture. Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
first sentence of this paragraph shall be deemed to constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $20.0 million,
the Company shall be required to make an offer to all Holders of Senior Notes
and all holders of other Indebtedness that ranks pari passu with the Senior
Notes containing provisions similar to those set forth in this Senior Note
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets (a "Senior Asset Sale Offer") to purchase the maximum principal
amount of Senior Notes and such other Indebtedness that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date of purchase, in accordance with the procedures set
forth in this Senior Note Indenture and such other Indebtedness. To the extent
that any Excess Proceeds remain after consummation of a Senior Asset Sale Offer,
the Company may use any remaining Excess Proceeds for any purpose not otherwise
prohibited by this Senior Note Indenture. If the aggregate principal amount of
Senior Notes and such other Indebtedness tendered into such Senior Asset Sale
Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Senior Note Trustee shall select the Senior Notes and such other Indebtedness to
be purchased on a pro rata basis. Upon completion of such offer to purchase, the
amount of Excess Proceeds shall be reset at zero.

Section 4.11 TRANSACTIONS WITH AFFILIATES.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any properties or assets to, or purchase any property or assets from,
or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or Guarantee with, or for the benefit of, any
Affiliate of any such Person (each of the foregoing, an "Affiliate
Transaction"), unless (i) such Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to
the Senior Note Trustee (a) with respect to any Affiliate Transaction or series
of related Affiliate Transactions involving aggregate consideration in excess of
$5.0 million, a resolution of its Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (i)
above and that such Affiliate Transaction has been approved by a majority of the
disinterested members of its Board of Directors and (b) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $25.0 million, an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point of
view issued by an investment banking firm (or, if an investment banking firm is
generally not qualified to give such an opinion, by an appraisal firm) of
national standing; provided that none of the following shall be deemed to be
Affiliate Transactions: (1) any employment, severance or termination agreement
entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business and consistent with the past practice of the Company
or such Restricted Subsidiary, as the case may be, (2) transactions between or
among the Company and/or its Restricted Subsidiaries, (3) transactions between
or among the Company or its Restricted Subsidiaries with FTB Group and Permitted
Joint Ventures on terms that are no less favorable to the Company and/or such
Subsidiary than those that would have been obtained in a comparable transaction
by the Company and/or such Subsidiary with an unrelated Person, (4) any sale or
other issuance of Equity Interests (other than Disqualified Stock) of the
Company, (5) Restricted Payments that are permitted by and Investments that are
not prohibited by Section 4.07 hereof,(6) fees and compensation paid to members
of the Board of Directors of the Company and of its Restricted Subsidiaries in
their capacity as such, to the extent such fees and compensation are reasonable
and customary, (7) advances to employees for moving, entertainment and travel
expenses, drawing accounts and similar expenditures in the ordinary course of
business and consistent with past practices, (8) fees and compensation paid to,
and indemnity provided on behalf of, officers, directors or employees of the
Company or any of its Restricted Subsidiaries, as determined by the Board of
Directors of the Company or of any such Restricted Subsidiary, to the extent
such fees and compensation are reasonable and customary, shall not be deemed to
be Affiliate Transactions and (9) transactions effected as part of a Qualified
Securitization Transaction.

Section 4.12 LIENS.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Indebtedness, Attributable Debt,
or trade payables (other than Permitted Liens) upon any of their property or
assets, now owned or hereafter acquired, unless all payments due under this
Senior Note Indentures and the Senior Notes are secured on an equal and ratable
basis with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

Section 4.13 BUSINESS ACTIVITIES.

The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than Permitted Businesses, except to such
extent as would not be material to the Company and its Restricted Subsidiaries
taken as a whole.

Section 4.14 CORPORATE EXISTENCE.

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

Section 4.15 OFFER TO PURCHASE UPON CHANGE OF CONTROL.

(a) Upon the occurrence of a Change of Control, each Holder of Senior
Notes will have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Senior Notes
pursuant to the offer described below (the "Change of Control Offer") at an
offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within fifteen days following any
Change of Control, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Senior Notes on the date specified in such notice, which date
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the "Change of Control Payment Date"), pursuant to the
procedures required by this Senior Note Indenture and described in such notice.
The Company will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of the
Senior Notes as a result of a Change of Control.

(b) On the Change of Control Payment Date, the Company will, to the
extent lawful, (1) accept for payment all Senior Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (2) deposit with the
Paying Agent an amount equal to the Change of Control Payment in respect of all
Senior Notes or portions thereof so tendered and (3) deliver or cause to be
delivered to the Senior Note Trustee the Senior Notes so accepted together with
an Officers' Certificate stating the aggregate principal amount of Senior Notes
or portions thereof being purchased by the Company. The Paying Agent will
promptly mail to each Holder of Senior Notes so tendered the Change of Control
Payment for such Senior Notes, and the Senior Note Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Senior Note equal in principal amount to any unpurchased portion of the
Senior Notes surrendered, if any; provided that each such new Senior Note will
be in a principal amount of $1,000 or an integral multiple thereof. The Company
will publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

The Change of Control provisions described above will be applicable
whether or not any other provisions of this Senior Note Indenture are
applicable. Except as described above with respect to a Change of Control, this
Senior Note Indenture does not contain provisions that permit the Holders of the
Senior Notes to require that the Company repurchase or redeem the Senior Notes
in the event of a takeover, recapitalization or similar transaction.

(c) Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this Senior
Note Indenture applicable to a Change of Control Offer made by the Company and
purchases all Senior Notes validly tendered and not withdrawn under such Change
of Control Offer.

Section 4.16 ADDITIONAL SENIOR SUBSIDIARY GUARANTEES.

If the Company or any of its Domestic Subsidiaries (i) acquires or
creates any Domestic Subsidiary after the date of this Senior Note Indenture
that is not a Guarantor or (ii) causes or permits any Foreign Subsidiary that is
not a Guarantor to, directly or indirectly, guarantee the payment of any
Indebtedness of the Company or any Domestic Restricted Subsidiary ("Other
Indebtedness") then, in each case the Company shall cause such Subsidiary to
simultaneously execute and deliver a supplemental indenture in form and
substance substantially similar to Exhibit F hereto pursuant to which it will
become a Guarantor under this Senior Note Indenture; provided, however, that if
such Other Indebtedness is (i) Indebtedness that is ranked pari passu in right
of payment with the Senior Notes or such Subsidiary's Guarantee of the Senior
Notes, as the case may be, such Subsidiary's Guarantee of the Senior Notes shall
be pari passu in right of payment with such Subsidiary's guarantee of the Other
Indebtedness; or (ii) subordinated Indebtedness, such Subsidiary's Guarantee of
the Senior Notes shall be senior in right of payment to the guarantee of Other
Indebtedness (which guarantee of such subordinated Indebtedness shall provide
that the guarantee is subordinated to such Subsidiary's Guarantee of the Senior
Notes to the same extent and in the same manner as the Other Indebtedness is
subordinated to the Senior Notes or such Subsidiary's Guarantee of the Senior
Notes, as the case may be), provided, further, that this covenant does not apply
to any Subsidiary that has properly been designated as an Unrestricted
Subsidiary in accordance with this Senior Note Indenture for so long as it
continues to constitute an Unrestricted Subsidiary or to any Excluded Subsidiary
for so long as it continues to constitute an Excluded Subsidiary.


Section 4.17 PAYMENT FOR CONSENTS.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
any Senior Notes for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this Senior Note Indenture or the Senior Notes
unless such consideration is offered to be paid or is paid to all Holders of the
Senior Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.

Section 4.18 SALE AND LEASEBACK TRANSACTIONS.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company may enter into a sale and leaseback transaction if (i) the Company
could have incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction pursuant to Section 4.09 hereof
and (ii) the gross cash proceeds of such sale and leaseback transaction are at
least equal to the fair market value (as determined in good faith by the Board
of Directors and set forth in an Officers' Certificate delivered to the Senior
Note Trustee) of the property that is the subject of such sale and leaseback
transaction and (iii) the transfer of assets in such sale and leaseback
transaction is permitted by, and the Company applies the proceeds of such
transaction in compliance with, Section 4.10 hereof.

Section 4.19 CERTAIN COVENANTS TO BE SUSPENDED UNDER CERTAIN CONDITIONS.

The covenants set forth in Section 4.01 through Section 4.18,
inclusive, of this Senior Note Indenture shall be applicable to the Company
(and/or its Restricted Subsidiaries, as appropriate) except that during any
period of time that (i) the ratings assigned to the Senior Notes by both
Standard & Poor's Ratings Group ("S&P") and Moody's Investors Service, Inc.
("Moody's" and, together with S&P, the "Rating Agencies") are equal to or higher
than BBB-- and Baa3, or the equivalents thereof, respectively (the "Investment
Grade Ratings"), except subsequent to a Change of Control of the Company, and
(ii) no Default or Event of Default shall have occurred and be continuing, the
Company and its Subsidiaries will not be subject to the provisions of this
Senior Note Indenture described in Sections 4.07 through 4.11, inclusive, and
Section 4.18, (collectively, the "Suspended Covenants"). In the event that the
Company is not subject to the Suspended Covenants for any period of time as a
result of the preceding sentence (a "Suspension Period") and, subsequently, one
or both Rating Agencies withdraws its ratings or downgrades the ratings assigned
to the Senior Notes below the required Investment Grade Ratings, then, from and
after the date of such withdrawal or downgrade, the Company and its Subsidiaries
will again be subject to the Suspended Covenants and compliance with the
Suspended Covenants with respect to Restricted Payments made after the time of
such withdrawal or downgrade will be calculated in accordance with the terms of
Section 4.07 as if such covenant had been in effect during the entire period of
time from the date of this Senior Note Indenture. Notwithstanding any other
provision of this Senior Note Indenture, the continued existence, after the date
of such withdrawal or downgrade, of facts and circumstances that were incurred
or otherwise came into being during a Suspension Period shall not constitute a
breach of any covenant set forth in this Senior Note Indenture or a Default or
Event of Default hereunder.

ARTICLE 5

SUCCESSORS

Section 5.01 MERGER, CONSOLIDATION OR SALE OF ASSETS.

The Company shall not, directly or indirectly, consolidate or merge
with or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another Person
unless (i) the Company is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia; (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Senior Registration Rights Agreement, the Senior Notes and
this Senior Note Indenture pursuant to a supplemental indenture in a form
reasonably satisfactory to the Senior Note Trustee; (iii) immediately before and
after such transaction no Default or Event of Default shall have occurred; and
(iv) except in the case of a merger of the Company with or into a Subsidiary,
the Company or Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
conveyance or other disposition shall have been made will, immediately after
such transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
four-quarter period, (A) be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio
for the Company or the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made would, immediately after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable four-quarter period,
not be less than such Fixed Charge Coverage Ratio for the Company and its
Restricted Subsidiaries immediately prior to such transaction. The Company may
not, directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. The provisions
of this Section 5.01 will not be applicable to a sale, assignment, transfer,
conveyance or other disposition of assets between or among the Company and its
Restricted Subsidiaries.

Section 5.02 SUCCESSOR CORPORATION SUBSTITUTED.

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

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 EVENTS OF DEFAULT.

An "Event of Default" occurs if:

(a) the Company defaults in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Senior Notes and such default
continues for a period of 30 days;

(b) the Company defaults in the payment when due of principal of or
premium, if any, on the Senior Notes when the same becomes due and payable at
maturity, upon redemption (including in connection with an offer to purchase) or
otherwise;

(c) the Company or any of its Restricted Subsidiaries fails to comply
with the provisions of Section 5.01;

(d) the Company or any of its Restricted Subsidiaries fails for 30 days
after notice to comply with the provisions of Sections 4.07, 4.09, 4.10 or 4.15
hereof;

(e) the Company or any of its Restricted Subsidiaries fails for 60 days
after notice to observe or perform any other covenant, representation, warranty
or other agreement in this Senior Note Indenture or the Senior Notes;

(f) the Company or any of its Restricted Subsidiaries defaults under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by
the Company or any of its Restricted Subsidiaries (other than a Securitization
Entity) (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries (other than a Securitization Entity)) whether such
Indebtedness or guarantee now exists, or is created after the date of this
Senior Note Indenture, which default (a) is caused by a failure to pay principal
of or premium, if any, or interest on such Indebtedness prior to the expiration
of the grace period provided in such Indebtedness on the date of such default (a
"Payment Default") or (b) results in the acceleration of such Indebtedness prior
to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates without duplication $20.0 million or more;

(g) the Company or any of its Restricted Subsidiaries fails to pay
final judgments aggregating in excess of $20.0 million (excluding amounts
covered by insurance), which judgments are not paid, discharged or stayed for a
period of 60 days;

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

(i) commences a voluntary case,

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

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

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

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

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

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

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

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

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

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

Section 6.02 ACCELERATION.

If any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary that is a Restricted Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary) occurs and is continuing, the Senior Note Trustee or the Holders of
at least 25% in principal amount of the then outstanding Senior Notes may
declare all the Senior Notes to be due and payable immediately. Upon any such
declaration, the Senior Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (g) or
(h) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries that are Restricted Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, all outstanding Senior Notes shall be due and payable without
further action or notice. Holders of the Senior Notes may not enforce this
Senior Note Indenture or the Senior Notes except as provided in this Senior Note
Indenture.

In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Senior Notes pursuant to
the optional redemption provisions of this Senior Note Indenture, an equivalent
premium shall also become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Senior Notes.

The Company is required to deliver to the Senior Note Trustee annually
a statement regarding compliance with this Senior Note Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Senior Note Trustee a statement specifying such Default or Event
of Default.

Section 6.03 OTHER REMEDIES.

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

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

Section 6.04 WAIVER OF PAST DEFAULTS.

The Holders of a majority in aggregate principal amount of the Senior
Notes then outstanding by notice to the Senior Note Trustee may on behalf of the
Holders of all of the Senior Notes waive any existing Default or Event of
Default and its consequences under this Senior Note Indenture except a
continuing Default or Event of Default in the payment of interest on, or the
principal of, the Senior Notes (including in connection with an offer to
purchase); provided, however, that the Holders of a majority in aggregate
principal amount of the then outstanding Senior Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Senior Note Indenture; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereon.

Section 6.05 CONTROL BY MAJORITY.

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

SECTION 6.06 LIMITATION ON SUITS.

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

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

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

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

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

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

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

SECTION 6.07 RIGHTS OF HOLDERS OF SENIOR NOTES TO RECEIVE PAYMENT.

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

SECTION 6.08 COLLECTION SUIT BY SENIOR NOTE TRUSTEE.

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

SECTION 6.09 SENIOR NOTE TRUSTEE MAY FILE PROOFS OF CLAIM.

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

SECTION 6.10 PRIORITIES.

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

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

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

Third: to the Company.

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

SECTION 6.11 UNDERTAKING FOR COSTS.

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

ARTICLE 7

SENIOR NOTE TRUSTEE

Section 7.01 DUTIES OF SENIOR NOTE TRUSTEE.

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

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

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

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

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

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

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

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

(d) Whether or not therein expressly so provided, every provision of
this Senior Note Indenture that in any way relates to the Senior Note Trustee is
subject to paragraphs (a), (b), (c), (e) and (f) of this Section and Section
7.02.

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

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

Section 7.02 RIGHTS OF SENIOR NOTE TRUSTEE.

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

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

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

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

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

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

Section 7.03 INDIVIDUAL RIGHTS OF SENIOR NOTE TRUSTEE.

The Senior Note Trustee in its individual or any other capacity may
become the owner or pledgee of Senior Notes and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if it
were not Senior Note Trustee. The Senior Note Trustee is also subject to
Sections 7.10 and 7.11 hereof.

Section 7.04 SENIOR NOTE TRUSTEE'S DISCLAIMER.

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

Section 7.05 NOTICE OF DEFAULTS.

If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Senior Note Trustee, the Senior
Note Trustee shall mail to Holders of Senior Notes a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, or interest on
any Senior Note, the Senior Note Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Senior Notes.

Section 7.06 REPORTS BY SENIOR NOTE TRUSTEE TO HOLDERS OF THE SENIOR NOTES.

Within 60 days after each August 1 beginning with the August 1
following the date of this Senior Note Indenture, and for so long as Senior
Notes remain outstanding, the Senior Note Trustee shall mail to the Holders of
the Senior Notes a brief report dated as of such reporting date that complies
with TIA ss. 313(a) (but if no event described in TIA ss. 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Senior Note Trustee also shall comply with TIA ss. 313(b)(2).
The Senior Note Trustee shall also transmit by mail all reports as required by
TIA ss. 313(c).

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

Section 7.07 COMPENSATION AND INDEMNITY.

The Company and the Guarantors shall pay to the Senior Note Trustee
from time to time such compensation as agreed upon in writing for its acceptance
of this Senior Note Indenture and services hereunder. The Senior Note Trustee's
compensation shall not be limited by any law on compensation of a Senior Note
Trustee of an express trust. The Company and the Guarantors shall reimburse the
Senior Note Trustee promptly upon request for all disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Senior Note Trustee's agents and counsel.

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

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

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

When the Senior Note Trustee incurs expenses or renders services after
an Event of Default specified in Section 6.01(g) or (h) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

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

Section 7.08 REPLACEMENT OF SENIOR NOTE TRUSTEE.

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

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

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

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

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

(d) the Senior Note Trustee becomes incapable of acting.

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

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

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

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

Section 7.09 SUCCESSOR SENIOR NOTE TRUSTEE BY MERGER, ETC.

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

Section 7.10 ELIGIBILITY; DISQUALIFICATION.

There shall at all times be a Senior Note Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate Senior Note Trustee power, that is subject to supervision or
examination by federal or state authorities and that has a combined capital and
surplus of at least $50.0 million as set forth in its most recent published
annual report of condition.

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

Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

Section 7.12 SENIOR NOTE TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE
COMPANY.

Any application by the Senior Note Trustee for written instructions
from the Company may, at the option of the Senior Note Trustee, set forth in
writing any action proposed to be taken or omitted by the Senior Note Trustee
under this Senior Note Indenture and the date on and/or after which such action
shall be taken or such omission shall be effective. The Senior Note Trustee
shall not be liable for any action taken by, or omission of, the Senior Note
Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than three
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to the taking of such action (or the effective date
in the case of an omission), the Senior Note Trustee shall have received written
instructions in response to such application specifying the action to be taken
or omitted.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

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

Section 8.02 LEGAL DEFEASANCE AND DISCHARGE.

Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Senior Notes and
to have each Guarantor's obligation discharged with respect to its Senior
Subsidiary Guarantee on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Senior Notes, which shall thereafter be deemed to
be "outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Senior Note Indenture referred to in (a) and (b) below, and to
have satisfied all its other obligations under such Senior Notes and this Senior
Note Indenture (and the Senior Note Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Senior Notes to
receive solely from the trust fund described in Section 8.04 hereof, and as more
fully set forth in such Section, payments in respect of the principal of,
premium, if any, and interest and Liquidated Damages, if any, on such Senior
Notes when such payments are due, (b) the Company's obligations with respect to
such Senior Notes under Article 2 and Section 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Senior Note Trustee hereunder and
the Company's obligations in connection therewith and (d) this Article 8.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

Section 8.03 COVENANT DEFEASANCE.

Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each Guarantor shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16 and 4.17 hereof with respect to
the outstanding Senior Notes on and after the date the conditions set forth in
Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the Senior
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Senior Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Senior Notes, the Company and each Guarantor may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Senior Note Indenture and such Senior Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(d) through 6.01(f)
hereof shall not constitute Events of Default.

Section 8.04 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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

(c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Senior Note Trustee an Opinion of Counsel in the
United States reasonably acceptable to the Senior Note Trustee confirming that
the Holders of the outstanding Senior Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

(d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Senior Notes pursuant to this Article 8
concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

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

(f) the Company shall have delivered to the Senior Note Trustee an
Opinion of Counsel (which may be subject to customary exceptions) to the effect
that after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors' rights generally;

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

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

Section 8.05 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
OTHER MISCELLANEOUS PROVISIONS.

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

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

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

Section 8.06 REPAYMENT TO COMPANY.

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

Section 8.07 REINSTATEMENT.

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

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 WITHOUT CONSENT OF HOLDERS OF SENIOR NOTES.

Notwithstanding Section 9.02 of this Senior Note Indenture, the
Company, the Guarantors and the Senior Note Trustee may amend or supplement this
Senior Note Indenture, the Senior Subsidiary Guarantees or the Senior Notes
without the consent of any Holder of a Senior Note:

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

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

(c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Senior Notes by a successor to the Company or
a Guarantor pursuant to Article 5 or Article 10 hereof;

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

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

(f) to allow any Guarantor to execute a supplemental Senior Note
Indenture and/or a Senior Subsidiary Guarantee with respect to the Senior Notes.

Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Senior Note Indenture, and upon receipt by the Senior Note Trustee of the
documents described in Section 7.02 hereof, the Senior Note Trustee shall join
with the Company and the Guarantors in the execution of any amended or
supplemental Senior Note Indenture authorized or permitted by the terms of this
Senior Note Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Senior Note Trustee shall
not be obligated to enter into such amended or supplemental Senior Note
Indenture that affects its own rights, duties or immunities under this Senior
Note Indenture or otherwise.

Section 9.02 WITH CONSENT OF HOLDERS OF SENIOR NOTES.

Except as provided below in this Section 9.02, the Company and the
Senior Note Trustee may amend or supplement this Senior Note Indenture
(including Sections 3.09, 4.10 and 4.15 hereof), the Senior Subsidiary
Guarantees and the Senior Notes may be amended or supplemented with the consent
of the Holders of at least a majority in principal amount of the Senior Notes
then outstanding voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Senior
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Senior Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Senior Note Indenture, the Senior Subsidiary
Guarantees or the Senior Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Senior Notes voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Senior Notes). Section 2.08 hereof shall
determine which Senior Notes are considered to be "outstanding" for purposes of
this Section 9.02.

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

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

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

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

(b) reduce the principal of or change the fixed maturity of any Senior
Note or alter or waive any of the provisions with respect to the redemption of
the Senior Notes except as provided above with respect to Sections 3.09, 4.10
and 4.15 hereof;

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

(d) waive a Default or Event of Default in the payment of principal of
or premium, if any, or interest or Liquidated Damages, if any, on the Senior
Notes (except a rescission of acceleration of the Senior Notes by the Holders of
at least a majority in aggregate principal amount of the then outstanding Senior
Notes and a waiver of the payment default that resulted from such acceleration);

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

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

(g) waive a redemption payment with respect to any Senior Note (other
than a payment required pursuant to Section 4.10 or 4.15);

(h) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions; or

(i) release any Guarantor from any of its obligations under its Senior
Subsidiary Guarantee or this Senior Note Indenture, except in accordance with
the terms of this Senior Note Indenture.

Section 9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

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

Section 9.04 REVOCATION AND EFFECT OF CONSENTS.

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

Section 9.05 NOTATION ON OR EXCHANGE OF SENIOR NOTES.

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

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

Section 9.06 SENIOR NOTE TRUSTEE TO SIGN AMENDMENTS, ETC.

The Senior Note Trustee shall sign any amended or supplemental Senior
Note Indenture authorized pursuant to this Article 9 if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Senior Note Trustee. The Company may not sign an amendment or
supplemental Senior Note Indenture until the Board of Directors approves it. In
executing any amended or supplemental Senior Note Indenture, the Senior Note
Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall
be fully protected in relying upon, in addition to the documents required by
Section 12.04 hereof, an Officers' Certificate and an Opinion of Counsel stating
that the execution of such amended or supplemental Senior Note Indenture is
authorized or permitted by this Senior Note Indenture.

ARTICLE 10

SENIOR SUBSIDIARY GUARANTEES

Section 10.01 GUARANTEE.

Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Senior Note
authenticated and delivered by the Senior Note Trustee and to the Senior Note
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Senior Note Indenture, the Senior Notes or the
obligations of the Company hereunder or thereunder, that: (a) the principal of
and interest on the Senior Notes will be promptly paid in full when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Senior Notes, if any, if lawful, and
all other obligations of the Company to the Holders or the Senior Note Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Senior Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

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

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

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

Section 10.02 LIMITATION ON GUARANTOR LIABILITY.

Each Guarantor, and by its acceptance of Senior Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Senior
Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Senior Subsidiary Guarantee. To effectuate the
foregoing intention, the Senior Note Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor under its Senior
Subsidiary Guarantee and this Article 10 shall be limited to the maximum amount
as will, after giving effect to such maximum amount and all other contingent and
fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 10, result in the
obligations of such Guarantor under its Senior Subsidiary Guarantee not
constituting a fraudulent transfer or conveyance.

Section 10.03 EXECUTION AND DELIVERY OF SENIOR SUBSIDIARY GUARANTEE.

To evidence its Senior Subsidiary Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a notation of such Senior Subsidiary Guarantee
substantially in the form included in Exhibit E shall be endorsed by an Officer
of such Guarantor on each Senior Note authenticated and delivered by the Senior
Note Trustee and that this Senior Note Indenture shall be executed on behalf of
such Guarantor by its President or one of its Vice Presidents.

Each Guarantor hereby agrees that its Senior Subsidiary Guarantee set
forth in Section 10.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Senior Note a notation of such Senior Subsidiary
Guarantee.

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

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

In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Senior Note Indenture, if required by Section
4.16 hereof, the Company shall cause such Subsidiaries to execute supplemental
Senior Note Indentures to this Senior Note Indenture and Senior Subsidiary
Guarantees in accordance with Section 4.16 hereof and this Article 10, to the
extent applicable.

Section 10.04 GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

No Guarantor may consolidate with or merge with or into (whether or not
such Guarantor is the surviving Person) another Person whether or not affiliated
with such Guarantor unless:

(a) subject to Section 10.04 hereof, the Person formed by or surviving
any such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental Senior Note Indenture in form and substance reasonably satisfactory
to the Senior Note Trustee, under the Senior Notes, this Senior Note Indenture,
the Senior Registration Rights Agreement and the Senior Subsidiary Guarantee on
the terms set forth herein or therein;

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

(c) the Company would be permitted, immediately after giving effect to
such transaction, to incur at least $1.00 of additional Indebtedness pursuant to
the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof.

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

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

Section 10.05 RELEASES FOLLOWING SALE OF ASSETS.

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

Any Guarantor not released from its obligations under its Senior
Subsidiary Guarantee shall remain liable for the full amount of principal of and
interest on the Senior Notes and for the other obligations of any Guarantor
under this Senior Note Indenture as provided in this Article 10.

ARTICLE 11

MISCELLANEOUS

Section 11.01 TRUST INDENTURE ACT CONTROLS.

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

Section 11.02 NOTICES.

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

If to the Company and/or any Guarantor:
Ball Corporation
10 Longs Peak Drive
Broomfield, Colorado 80021-2510
Telecopier No.: (303) 460-2691
Attention: Treasurer

With a copy to:
Skadden, Arps, Slate, Meagher & Flom
333 West Wacker Drive, Suite 2100
Chicago, Illinois 60606
Telecopier No.: (312) 407-0411
Attention: Brian W. Duwe

If to the Senior Note Trustee:
The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Telecopier No.: (212) 815-5915
Attention: Corporate Trust Administration

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

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

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

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

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

Section 11.03 COMMUNICATION BY HOLDERS OF SENIOR NOTES WITH OTHER HOLDERS
OF SENIOR NOTES.

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

Section 11.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

(a) an Officers' Certificate in form and substance reasonably
satisfactory to the Senior Note Trustee (which shall include the statements
set forth in Section 11.05 hereof) stating that, in the opinion of the
signers, all conditions precedent and covenants, if any, provided for in this
Senior Note Indenture relating to the proposed action have been satisfied; and

(b) except with respect to the initial issuance of the Senior Notes,
an Opinion of Counsel in form and substance reasonably satisfactory to the
Senior Note Trustee (which shall include the statements set forth in Section
11.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 11.05 STATEMENTS REQUIRED IN CERTIFICATE.

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

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

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

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

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

Section 11.06 RULES BY SENIOR NOTE TRUSTEE AND AGENTS.

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

Section 11.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
AND STOCKHOLDERS.

No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Senior Notes, the
Senior Subsidiary Guarantees, this Senior Note 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 issuance of the Senior
Notes.

Section 11.08 GOVERNING LAW.

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

Section 11.09 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

Section 11.10 SUCCESSORS.

All agreements of the Company in this Senior Note Indenture and the
Senior Notes shall bind its successors. All agreements of the Senior Note
Trustee in this Senior Note Indenture shall bind its successors.

Section 11.11 SEVERABILITY.

In case any provision in this Senior Note 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 11.12 COUNTERPART ORIGINALS.

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

Section 11.13 TABLE OF CONTENTS, HEADINGS, ETC.

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

[Signatures on following page]



SIGNATURES


Dated as of August 10, 1998
Amended and Restated as of December 19, 2002

THE COMPANY:


BALL CORPORATION


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
---------------------------------------
Title:Vice President and Treasurer
---------------------------------------


THE SUBSIDIARY GUARANTORS:

BALL AEROSPACE AND TECHNOLOGIES
CORP.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------



BALL ASIA SERVICES LIMITED
(a successor to Ball Asia Pacific Limited)


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------



BALL GLASS CONTAINER CORPORATION


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------



BALL HOLDINGS CORP.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------


BALL METAL BEVERAGE CONTAINER CORP.


By: /s/ David A. Westerlund
------------------------------------------
Name: David A. Westerlund
-----------------------------------
Title: Vice President
-----------------------------------


BALL METAL FOOD CONTAINER CORP.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------


BALL METAL PACKAGING SALES CORP.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------


BALL PACKAGING CORP.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------



BALL PLASTIC CONTAINER CORP.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------


BALL TECHNOLOGIES HOLDING CORP.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------


BALL TECHNOLOGY SERVICES CORPORATION


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------


BG HOLDINGS I, INC.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------


BG HOLDINGS II, INC.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------



EFRATOM HOLDING, INC.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------


LATAS DE ALUMINIO BALL, INC.
(formerly known as Latas de Aluminio
Reynolds, Inc.)


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------

BALL PAN-EUROPEAN HOLDINGS, INC.


By: /s/ Scott C. Morrison
------------------------------------------
Name: Scott C. Morrison
-----------------------------------
Title: Treasurer
-----------------------------------



THE BANK OF NEW YORK,
as Senior Note Trustee


By: /s/ Van K. Brown
------------------------------------------
Name: Van K. Brown
-----------------------------------
Title: Vice President
-----------------------------------






EXHIBIT A1
(Face of Senior Note)



[Insert the Global Senior Note Legend, if applicable pursuant to the provisions
of the Senior Note Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Senior Note Indenture]

CUSIP/CINS

7 3/4% [Series A] [Series B] Senior Notes due 2006

No. $
--------- -----------

Ball Corporation

promises to pay to ____________ or registered assigns, the principal sum of
________________________ Dollars on August 1, 2006.

Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15

BALL CORPORATION


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

This is one of the [Global]
Senior Notes referred to in the
within-mentioned Senior Note Indenture:

Dated: August 10, 1998


THE BANK OF NEW YORK,
as Senior Note Trustee

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


(Back of Senior Note)
7 3/4% [Series A] [Series B] Senior Notes due 2006

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

1. INTEREST. Ball Corporation, an Indiana corporation (the "Company"),
promises to pay interest on the principal amount of this Senior Note at 7 3/4%
per annum from August 10, 1998 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Senior Registration Rights
Agreement referred to below. The Company will pay interest and Liquidated
Damages semi-annually on February 1 and August 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Senior Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Senior Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be February 1,
1999. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
the then applicable interest rate on the Senior Notes to the extent lawful; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace period) at the same rate to the extent
lawful Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2. METHOD OF PAYMENT. The Company will pay interest on the Senior Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Senior Notes at the close of business on the January 15 or
July 15 next preceding the Interest Payment Date, even if such Senior Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Senior Note Indenture with respect to
defaulted interest. Principal, premium, if any, and interest and Liquidated
Damages on the Senior Notes will be payable at the office or agency of the
Company maintained for such purpose within the City and State of New York or, at
the option of the Company, payment of interest and Liquidated Damages may be
made by check mailed to the Holders of the Notes at their respective addresses
set forth in the register of Holders of Notes; provided that all payments of
principal, premium, interest and Liquidated Damages thereon, if any, with
respect to Notes the Holders of which have given wire transfer instructions to
the Trustee will be required to be made by wire transfer of immediately
available funds to the accounts specified by the Holders thereof. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Senior Note Trustee under the Senior Note Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

4. SENIOR NOTE INDENTURE. The Company issued the Senior Notes under an
Senior Note Indenture dated as of August 10, 1998 ("Senior Note Indenture")
between the Company and the Senior Note Trustee. The terms of the Senior Notes
include those stated in the Senior Note Indenture and those made part of the
Senior Note Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Senior Notes are subject to
all such terms, and Holders are referred to the Senior Note Indenture and such
Act for a statement of such terms. To the extent any provision of this Senior
Note conflicts with the express provisions of the Senior Note Indenture, the
provisions of the Senior Note Indenture shall govern and be controlling. The
Senior Notes are obligations of the Company limited to $300.0 million in
aggregate principal amount.

5. OPTIONAL REDEMPTION.

(a) The Senior Notes will be subject to redemption at any time at
the option of the Company, in whole but not in part, upon not
less than 30 nor more than 60 days' notice.

(b) The Senior Notes will be redeemable at a redemption price
equal to 100% of the principal amount thereof plus the
applicable Senior Make-Whole Premium, plus, to the extent not
included in the Senior Make-Whole Premium, accrued and unpaid
interest and Liquidated Damages, if any, to the date of
redemption. For purposes of the foregoing, "Senior Make-Whole
Premium" means, with respect to a Senior Note, an amount equal
to the excess, if any, of (i) the aggregate present value as
of the date of such redemption of each dollar of principal of
such Senior Note being redeemed and the amount of interest
(exclusive of interest accrued to the date of redemption) that
would have been payable in respect of such dollar if such
redemption had not been made, determined by discounting, on a
semiannual basis, such principal and interest at a rate equal
to the sum of the Treasury Yield (determined on the Business
Day immediately preceding the date of such redemption) plus
0.5% per annum, from the respective dates on which such
principal and interest would have been payable if such
redemption had not been made, over (ii) the aggregate
principal amount of such Senior Note being redeemed.

(c) Any redemption pursuant to this Paragraph 5 shall be made
pursuant to the provisions of Article 3 of the Senior Note
Indenture.

6. MANDATORY REDEMPTION. Except as set forth in Sections 3.09, 4.10 and
4.15 of the Senior Note Indenture, the Company shall not be required to make
mandatory redemption payments with respect to the Senior Notes.

7. REPURCHASE AT OPTION OF HOLDER.

(a) If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase
all or any part (equal to $1,000 or an integral multiple
thereof) of each Holder's Senior Notes at a purchase price
equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if
any, to the date of purchase (the "Change of Control
Payment"). Within 15 days following any Change of Control, the
Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required
by the Senior Note Indenture.

(b) If the Company or a Restricted Subsidiary consummates any
Asset Sales and the aggregate amount of Excess Proceeds
exceeds $20.0 million, the Company shall commence an offer to
all Holders of Senior Notes (a "Senior Asset Sale Offer")
pursuant to Section 3.09 of the Senior Note Indenture to
purchase the maximum principal amount of Senior Notes that may
be purchased out of the Excess Proceeds at an offer price in
cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the date fixed for the closing of
such offer, in accordance with the procedures set forth in the
Senior Note Indenture. To the extent that the aggregate amount
of Senior Notes tendered pursuant to a Senior Asset Sale Offer
is less than the Excess Proceeds, the Company (or such
Subsidiary) may use such deficiency for any purpose not
prohibited by the Senior Note Indenture. If the aggregate
principal amount of Senior Notes surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Senior Note
Trustee shall select the Senior Notes to be purchased on a pro
rata basis. Holders of Senior Notes that are the subject of an
offer to purchase will receive a Senior Asset Sale Offer from
the Company prior to any related purchase date and may elect
to have such Senior Notes purchased by completing the form
entitled "Option of Holder to Elect Purchase" on the reverse
of the Senior Notes.

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

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

10. PERSONS DEEMED OWNERS. The registered Holder of a Senior Note may
be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Senior Note Indenture, the Senior Subsidiary Guarantees or the Senior Notes
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the then outstanding Senior Notes voting as a
single class, and any existing default or compliance with any provision of the
Senior Note Indenture, the Senior Subsidiary Guarantees or the Senior Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Senior Notes voting as a single class. Without the consent
of any Holder of a Senior Note, the Senior Note Indenture, the Senior Subsidiary
Guarantees or the Senior Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Senior Notes
in addition to or in place of certificated Senior Notes, to provide for the
assumption of the Company's or Guarantor's obligations to Holders of the Senior
Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Senior Notes or
that does not adversely affect the legal rights under the Senior Note Indenture
of any such Holder, to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Senior Note Indenture under the
Trust Indenture Act or to allow any Guarantor to execute a supplemental Senior
Note Indenture to the Senior Note Indenture and/or a Senior Subsidiary Guarantee
with respect to the Senior Notes.

12. DEFAULTS AND REMEDIES. An "EVENT OF DEFAULT" occurs if: (i) the
Company defaults in the payment when due of interest on, or Liquidated Damages,
if any, with respect to, the Senior Notes and such default continues for a
period of 30 days; (ii) the Company defaults in the payment when due of
principal of or premium, if any, on the Senior Notes when the same becomes due
and payable at maturity, upon redemption (including in connection with an offer
to purchase) or otherwise; (iii) the Company or any of its Restricted
Subsidiaries fails to comply with the provisions of Sections 5.01; (iv) the
Company or any of its Restricted Subsidiaries fails to comply for 30 days after
notice to the Company by the Senior Note Trustee with any of the provisions of
Sections 4.07, 4.09, 4.10 or 4.15 of the Senior Note Indenture; (v) the Company
or any of its Restricted Subsidiaries fails to observe or perform any other
covenant, representation, warranty or other agreement in the Senior Note
Indenture or the Senior Notes for 60 days after notice to the Company by the
Senior Note Trustee; (vi) a default occurs under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (other than a Securitization Entity) (or the payment of
which is guaranteed by the Company or any of its Restricted Subsidiaries (other
than a Securitization Entity)) whether such Indebtedness or guarantee now
exists, or is created after the date of this Senior Note Indenture, which
default (a) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a "Payment Default")
or (b) results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates without duplication $20.0 million or more; (vii) the
Company or any of its Restricted Subsidiaries fails to pay final judgments
aggregating in excess of $20.0 million (excluding amounts covered by insurance),
which judgments are not paid, discharged or stayed for a period of 60 days;
(viii) certain events of bankruptcy or insolvency occur with respect to the
Company or any of its Significant Subsidiaries that are Restricted Subsidiaries
or any group of Restricted Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; or
(ix) except as permitted by the Senior Note Indenture, any Senior Subsidiary
Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under such Guarantor's Senior Subsidiary Guarantee.

If any Event of Default occurs and is continuing, the Senior Note Trustee or the
Holders of at least 25% in principal amount of the then outstanding Senior Notes
may declare all the Senior Notes to be due and payable. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Senior Notes will become due and
payable without further action or notice. Holders may not enforce the Senior
Note Indenture or the Senior Notes except as provided in the Senior Note
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Senior Notes may direct the Senior Note Trustee
in its exercise of any trust or power. The Senior Note Trustee may withhold from
Holders of the Senior Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Senior Notes then
outstanding by notice to the Senior Note Trustee may on behalf of the Holders of
all of the Senior Notes waive any existing Default or Event of Default and its
consequences under the Senior Note Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Senior
Notes. The Company is required to deliver to the Senior Note Trustee annually a
statement regarding compliance with the Senior Note Indenture, and the Company
is required upon becoming aware of any Default or Event of Default, to deliver
to the Senior Note Trustee a statement specifying such Default or Event of
Default.

13. SENIOR NOTE TRUSTEE DEALINGS WITH COMPANY. The Senior Note Trustee,
in its individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may otherwise
deal with the Company or its Affiliates, as if it were not the Senior Note
Trustee.

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company or any of the Guarantors, as such,
shall not have any liability for any obligations of the Company or such
Guarantor under the Senior Notes, the Senior Subsidiary Guarantees or the Senior
Note 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 the Senior Notes.

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

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

17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL SENIOR NOTES AND
RESTRICTED DEFINITIVE SENIOR NOTES. In addition to the rights provided to
Holders of Senior Notes under the Senior Note Indenture, Holders of Restricted
Global Senior Notes and Restricted Definitive Senior Notes shall have all the
rights set forth in the Senior Registration Rights Agreement dated as of August
10, 1998, between the Company and the parties named on the signature pages
thereof (the "Senior Registration Rights Agreement").

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

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


Ball Corporation
Colorado Office Center
9300 West 108th Circle
Broomfield, CO 80021-3682
Attention: Chief Financial Officer



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 soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

________________________________________________________________________________

Date: ___________________________

Your signature:______________________________________
(Sign exactly as your name appears on the face of
this Senior Note)

Tax Identification No.:______________________________

SIGNATURE GUARANTEE:_________________________________


Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("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 want to elect to have this Senior Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Senior Note Indenture, check the box below:

[ ] Section 4.10 [ ] Section 4.15

If you want to elect to have only part of the Senior Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Senior Note Indenture,
state the amount you elect to have purchased: $_____________


Date: ___________________________

Your signature:______________________________________
(Sign exactly as your name appears on the face of
this Senior Note)

Tax Identification No.:______________________________

SIGNATURE GUARANTEE:_________________________________

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("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.



SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL SENIOR NOTE (1)


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



Principal Amount of
Amount of decrease Amount of increase in this Global Senior Signature of
in Principal Amount Principal Amount of Note following such authorized signatory
of this Global this Global Senior decrease (or of Senior Note
Date of Exchange Senior Note Note increase) Trustee or Custodian
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------



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

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

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

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

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

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

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

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

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

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

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


1 This should be included only if the Senior Note is issued in global form.





EXHIBIT A-2

(Face of Regulation S Temporary Global Senior Note)

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

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SENIOR NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED SENIOR NOTES,
ARE AS SPECIFIED IN THE SENIOR NOTE INDENTURE (AS DEFINED HEREIN). NEITHER THE
HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SENIOR
NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN
DEFINITIVE FORM, THIS SENIOR NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
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 SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISION OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
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) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE SECURITIES ACT
OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY 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
FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN
(A) ABOVE.


CUSIP/CINS


7 3/4% SERIES A SENIOR NOTES DUE 2006
NO. $
-------------- ----------


BALL CORPORATION


promises to pay to ____________ or registered assigns, the principal sum of

________________________ Dollars on August 1, 2006.

Interest Payment Dates: February 1, and August 1

Record Dates: January 15 and July 15


BALL CORPORATION



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


This is one of the [Global] Senior Notes referred to in the within-mentioned
Senior Note Indenture:

Dated: August 10, 1998


THE BANK OF NEW YORK,
as Senior Note Trustee


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



(Back of Regulation S Temporary Global Senior Note)
7 3/4% Series A Senior Notes Due 2006

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

1. INTEREST. Ball Corporation, an Indiana corporation (the "Company"), promises
to pay interest on the principal amount of this Senior Note at 7 3/4% per annum
from August 10, 1998 until maturity and shall pay the Liquidated Damages payable
pursuant to Section 5 of the Senior Registration Rights Agreement referred to
below. The Company will pay interest and Liquidated Damages semi-annually on
February 1 and August 1 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on the Senior Notes will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Senior Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be February 1, 1999. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal at the rate equal to the then applicable interest rate on the
Senior Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace period) at the same rate to the extent lawful Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

Until this Regulation S Temporary Global Senior Note is exchanged for one or
more Regulation S Permanent Global Senior Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Senior Note shall in all other respects be
entitled to the same benefits as other Senior Notes under the Senior Note
Indenture.

2. METHOD OF PAYMENT. The Company will pay interest on the Senior Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Senior Notes at the close of business on the January 15 or July 15
next preceding the Interest Payment Date, even if such Senior Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Senior Note Indenture with respect to defaulted
interest. Principal, premium, if any, and interest and Liquidated Damages on the
Senior Notes will be payable at the office or agency of the Company maintained
for such purpose within the City and State of New York or, at the option of the
Company, payment of interest and Liquidated Damages may be made by check mailed
to the Holders of the Notes at their respective addresses set forth in the
register of Holders of Notes; provided that all payments of principal, premium,
interest and Liquidated Damages thereon, if any, with respect to Notes the
Holders of which have given wire transfer instructions to the Trustee will be
required to be made by wire transfer of immediately available funds to the
accounts specified by the Holders thereof. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Senior Note
Trustee under the Senior Note Indenture, will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

4. SENIOR NOTE INDENTURE. The Company issued the Senior Notes under an Senior
Note Indenture dated as of August 10, 1998 ("Senior Note Indenture") between the
Company and the Senior Note Trustee. The terms of the Senior Notes include those
stated in the Senior Note Indenture and those made part of the Senior Note
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Senior Notes are subject to all such terms, and
Holders are referred to the Senior Note Indenture and such Act for a statement
of such terms. To the extent any provision of this Senior Note conflicts with
the express provisions of the Senior Note Indenture, the provisions of the
Senior Note Indenture shall govern and be controlling. The Senior Notes are
obligations of the Company limited to $300.0 million in aggregate principal
amount.

5. OPTIONAL REDEMPTION.

(a) The Senior Notes will be subject to redemption at any time at
the option of the Company, in whole but not in part, upon not
less than 30 nor more than 60 days' notice.

(b) The Senior Notes will be redeemable at a redemption price
equal to 100% of the principal amount thereof plus the
applicable Senior Make-Whole Premium, plus, to the extent not
included in the Senior Make-Whole Premium, accrued and unpaid
interest and Liquidated Damages, if any, to the date of
redemption. For purposes of the foregoing, "Senior Make-Whole
Premium" means, with respect to a Senior Note, an amount equal
to the excess, if any, of (i) the aggregate present value as
of the date of such redemption of each dollar of principal of
such Senior Note being redeemed and the amount of interest
(exclusive of interest accrued to the date of redemption) that
would have been payable in respect of such dollar if such
redemption had not been made, determined by discounting, on a
semiannual basis, such principal and interest at a rate equal
to the sum of the Treasury Yield (determined on the Business
Day immediately preceding the date of such redemption) plus
0.5% per annum, from the respective dates on which such
principal and interest would have been payable if such
redemption had not been made, over (ii) the aggregate
principal amount of such Senior Note being redeemed.

(c) Any redemption pursuant to this Paragraph 5 shall be made
pursuant to the provisions of Article 3 of the Senior Note
Indenture.

6. MANDATORY REDEMPTION. Except as set forth in Sections 3.09, 4.10 and 4.15 of
the Senior Note Indenture, the Company shall not be required to make mandatory
redemption payments with respect to the Senior Notes.

7. REPURCHASE AT OPTION OF HOLDER

(a) If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase
all or any part (equal to $1,000 or an integral multiple
thereof) of each Holder's Senior Notes at a purchase price
equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if
any, to the date of purchase (the "Change of Control
Payment"). Within 15 days following any Change of Control, the
Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required
by the Senior Note Indenture.

(b) If the Company or a Restricted Subsidiary consummates any
Asset Sales and the aggregate amount of Excess Proceeds
exceeds $20.0 million, the Company shall commence an offer to
all Holders of Senior Notes (a "Senior Asset Sale Offer")
pursuant to Section 3.09 of the Senior Note Indenture to
purchase the maximum principal amount of Senior Notes that may
be purchased out of the Excess Proceeds at an offer price in
cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the date fixed for the closing of
such offer, in accordance with the procedures set forth in the
Senior Note Indenture. To the extent that the aggregate amount
of Senior Notes tendered pursuant to a Senior Asset Sale Offer
is less than the Excess Proceeds, the Company (or such
Subsidiary) may use such deficiency for any purpose not
prohibited by the Senior Note Indenture. If the aggregate
principal amount of Senior Notes surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Senior Note
Trustee shall select the Senior Notes to be purchased on a pro
rata basis. Holders of Senior Notes that are the subject of an
offer to purchase will receive a Senior Asset Sale Offer from
the Company prior to any related purchase date and may elect
to have such Senior Notes purchased by completing the form
entitled "Option of Holder to Elect Purchase" on the reverse
of the Senior Notes.

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

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

This Regulation S Temporary Global Senior Note is exchangeable in whole or in
part for one or more Global Senior Notes only (i) on or after the termination of
the 40-day restricted period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Senior Note Indenture. Upon exchange of
this Regulation S Temporary Global Senior Note for one or more Global Senior
Notes, the Senior Note Trustee shall cancel this Regulation S Temporary Global
Senior Note.

10. PERSONS DEEMED OWNERS. The registered Holder of a Senior Note may be treated
as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Senior
Note Indenture, the Senior Subsidiary Guarantees or the Senior Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the then outstanding Senior Notes voting as a single
class, and any existing default or compliance with any provision of the Senior
Note Indenture, the Senior Subsidiary Guarantees or the Senior Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Senior Notes voting as a single class. Without the consent of
any Holder of a Senior Note, the Senior Note Indenture, the Senior Subsidiary
Guarantees or the Senior Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Senior Notes
in addition to or in place of certificated Senior Notes, to provide for the
assumption of the Company's or Guarantor's obligations to Holders of the Senior
Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Senior Notes or
that does not adversely affect the legal rights under the Senior Note Indenture
of any such Holder, to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Senior Note Indenture under the
Trust Indenture Act or to allow any Guarantor to execute a supplemental Senior
Note Indenture to the Senior Note Indenture and/or a Senior Subsidiary Guarantee
with respect to the Senior Notes.

12. DEFAULTS AND REMEDIES. An "Event of Default" occurs if: (i) the Company
defaults in the payment when due of interest on, or Liquidated Damages, if any,
with respect to, the Senior Notes and such default continues for a period of 30
days; (ii) the Company defaults in the payment when due of principal of or
premium, if any, on the Senior Notes when the same becomes due and payable at
maturity, upon redemption (including in connection with an offer to purchase) or
otherwise; (iii) the Company or any of its Restricted Subsidiaries fails to
comply with the provisions of Sections 5.01; (iv) the Company or any of its
Restricted Subsidiaries fails to comply for 30 days after notice to the Company
by the Senior Note Trustee with any of the provisions of Sections 4.07, 4.09,
4.10 or 4.15 of the Senior Note Indenture; (v) the Company or any of its
Restricted Subsidiaries fails to observe or perform any other covenant,
representation, warranty or other agreement in the Senior Note Indenture or the
Senior Notes for 60 days after notice to the Company by the Senior Note Trustee;
(vi) a default occurs under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (other than a Securitization Entity) (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries (other than a
Securitization Entity)) whether such Indebtedness or guarantee now exists, or is
created after the date of this Senior Note Indenture, which default (a) is
caused by a failure to pay principal of or premium, if any, or interest on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default") or (b) results in
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates without
duplication $20.0 million or more; (vii) the Company or any of its Restricted
Subsidiaries fails to pay final judgments aggregating in excess of $20.0 million
(excluding amounts covered by insurance), which judgments are not paid,
discharged or stayed for a period of 60 days; (viii) certain events of
bankruptcy or insolvency occur with respect to the Company or any of its
Significant Subsidiaries that are Restricted Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law; or (ix) except
as permitted by the Senior Note Indenture, any Senior Subsidiary Guarantee shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations under
such Guarantor's Senior Subsidiary Guarantee.

If any Event of Default occurs and is continuing, the Senior Note Trustee or the
Holders of at least 25% in principal amount of the then outstanding Senior Notes
may declare all the Senior Notes to be due and payable. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Senior Notes will become due and
payable without further action or notice. Holders may not enforce the Senior
Note Indenture or the Senior Notes except as provided in the Senior Note
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Senior Notes may direct the Senior Note Trustee
in its exercise of any trust or power. The Senior Note Trustee may withhold from
Holders of the Senior Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Senior Notes then
outstanding by notice to the Senior Note Trustee may on behalf of the Holders of
all of the Senior Notes waive any existing Default or Event of Default and its
consequences under the Senior Note Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Senior
Notes. The Company is required to deliver to the Senior Note Trustee annually a
statement regarding compliance with the Senior Note Indenture, and the Company
is required upon becoming aware of any Default or Event of Default, to deliver
to the Senior Note Trustee a statement specifying such Default or Event of
Default.

13. SENIOR NOTE TRUSTEE DEALINGS WITH COMPANY. The Senior Note Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Senior Note Trustee.

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or
stockholder, of the Company or any of the Guarantors, as such, shall not have
any liability for any obligations of the Company or such Guarantor under the
Senior Notes, the Senior Subsidiary Guarantees or the Senior Note 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 the Senior Notes.

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

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

17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL SENIOR NOTES AND
RESTRICTED DEFINITIVE SENIOR NOTES. In addition to the rights provided to
Holders of Senior Notes under the Senior Note Indenture, Holders of Restricted
Global Senior Notes and Restricted Definitive Senior Notes shall have all the
rights set forth in the Senior Registration Rights Agreement dated as of August
10, 1998, between the Company and the parties named on the signature pages
thereof (the "Senior Registration Rights Agreement").

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

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

Ball Corporation
Colorado Office Center
9300 West 108th Circle
Broomfield, CO 80021-3682
Attention: Chief Financial Officer



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 soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

________________________________________________________________________________

Date: ___________________________

Your signature:______________________________________
(Sign exactly as your name appears on the face of
this Senior Note)

Tax Identification No.:______________________________

SIGNATURE GUARANTEE:_________________________________


Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("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 want to elect to have this Senior Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Senior Note Indenture, check the box below:

[ ] Section 4.10 [ ] Section 4.15

If you want to elect to have only part of the Senior Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Senior Note Indenture,
state the amount you elect to have purchased: $_____________


Date: ___________________________

Your signature:______________________________________
(Sign exactly as your name appears on the face of
this Senior Note)

Tax Identification No.:______________________________

SIGNATURE GUARANTEE:_________________________________

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("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.



SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL SENIOR NOTE (1)


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



Principal Amount of
Amount of decrease Amount of increase in this Global Senior Signature of
in Principal Amount Principal Amount of Note following such authorized signatory
of this Global this Global Senior decrease (or of Senior Note
Date of Exchange Senior Note Note increase) Trustee or Custodian
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------



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

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

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

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

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

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

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

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

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

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

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


EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER


Ball Corporation
10 Longs Peak Drive
Broomfield, Colorado 80021-2510
Attention: Treasurer

The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Attention: Corporate Trust Administration

Re: 7 3/4% Senior Notes due 2006 (CUSIP )
---------------------------------------------------------

Reference is hereby made to the Senior Note Indenture, dated as of August 10,
1998 (the "SENIOR NOTE INDENTURE"), between Ball Corporation, as issuer (the
"Company"), and The Bank of New York, as Senior Note Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Senior
Note Indenture.

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

[CHECK ALL THAT APPLY]

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

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

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

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

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

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

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

4. [ ] Check if Transferee will take Delivery of a Beneficial Interest in an
Unrestricted Global Senior Note or of an Unrestricted Definitive Senior Note.

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

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

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

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

_________________________________
[Insert Name of Transferor]


By:
Name:
Title:


Dated:____________________, _____


ANNEX A TO CERTIFICATE OF TRANSFER


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

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

(a) [ ] a beneficial interest in the:

(i) [ ] 144A Global Senior Note (CUSIP _____), or


(ii) [ ] Regulation S Global Senior Note (CUSIP _____), or


(iii) [ ] IAI Global Senior Note (CUSIP _____); or


(b) [ ] a Restricted Definitive Senior Note.


2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [ ] a beneficial interest in the:

(i) [ ] 144A Global Senior Note (CUSIP _____), or


(ii) [ ] Regulation S Global Senior Note (CUSIP _____), or


(iii) [ ] IAI Global Senior Note (CUSIP _____); or


(iv) [ ] Unrestricted Global Senior Note (CUSIP _____); or


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


(c) [ ] an Unrestricted Definitive Senior Note,


in accordance with the terms of the Senior Note Indenture.





EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE


Ball Corporation
10 Longs Peak Drive
Broomfield, Colorado 80021-2510
Attention: Treasurer

The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Attention: Corporate Trust Administration

Re: 7 3/4% Senior Notes due 2006 (CUSIP )
------------------------------------------------

Reference is hereby made to the Senior Note Indenture, dated as of August 10,
1998 (the "Senior Note Indenture"), between Ball Corporation, as issuer (the
"Company"), and The Bank of New York, as Senior Note Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Senior
Note Indenture.

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

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

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

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

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

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

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

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

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



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

---------------------------------
[Insert Name of Owner]


By: ____________________________
Name:
Title:


Dated:____________________, _____


EXHIBIT D


FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Ball Corporation
10 Longs Peak Drive
Broomfield, Colorado 80021-2510
Attention: Treasurer

The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Attention: Corporate Trust Administration


Re: 7 3/4% Senior Notes due 2006 (CUSIP )
------------------------------------------------

Reference is hereby made to the Senior Note Indenture, dated as of August 10,
1998 (the "Senior Note Indenture"), between Ball Corporation, as issuer (the
"Company"), and The Bank of New York, as Senior Note Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Senior
Note Indenture.

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

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

(b) [ ] a Definitive Senior Note,

we confirm that:

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

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

3. We understand that, on any proposed resale of the Senior Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Senior Notes purchased by us will
bear a legend to the foregoing effect. We further understand that any subsequent
transfer by us of the Senior Notes or beneficial interest therein acquired by us
must be effected through one of the Placement Agents.

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

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

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


____________________________________
[Insert Name of Accredited Investor]


By:______________________________
Name:
Title:


Dated:____________________, _____




EXHIBIT E

FORM OF NOTATION OF SENIOR SUBSIDIARY GUARANTEE


For value received, each Guarantor (which term includes any successor Person
under the Senior Note Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Senior Note Indenture and subject to
the provisions in the Senior Note Indenture dated as of August 10, 1998 (the
"Senior Note Indenture") among Ball Corporation, the Guarantors listed on
Schedule I thereto and The Bank of New York, as Senior Note Trustee (the "Senior
Note Trustee"), (a) the due and punctual payment of the principal of, premium,
if any, and interest on the Senior Notes (as defined in the Senior Note
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, and, to
the extent permitted by law, interest, and the due and punctual performance of
all other obligations of the Company to the Holders or the Senior Note Trustee
all in accordance with the terms of the Senior Note Indenture and (b) in case of
any extension of time of payment or renewal of any Senior Notes or any of such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors
to the Holders of Senior Notes and to the Senior Note Trustee pursuant to the
Senior Subsidiary Guarantee and the Senior Note Indenture are expressly set
forth in Article 10 of the Senior Note Indenture and reference is hereby made to
the Senior Note Indenture for the precise terms of the Senior Subsidiary
Guarantee. Each Holder of a Senior Note, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Senior
Note Trustee, on behalf of such Holder, to take such action as may be necessary
or appropriate to effectuate the subordination as provided in the Senior Note
Indenture and (c) appoints the Senior Note Trustee attorney-in-fact of such
Holder for such purpose; provided, however, that the Indebtedness evidenced by
this Senior Subsidiary Guarantee shall cease to be so subordinated and subject
in right of payment upon any defeasance of this Senior Note in accordance with
the provisions of the Senior Note Indenture.

[Name of Guarantor(s)]


By: ____________________________
Name: _________________________
Title: ________________________



EXHIBIT F


FORM OF SUPPLEMENTAL SENIOR NOTE INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS


SUPPLEMENTAL SENIOR NOTE INDENTURE (this "Supplemental Senior Note Indenture"),
dated as of ________________, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Ball Corporation (or its permitted successor), an
Indiana corporation (the "Company"), the Company, the other Guarantors (as
defined in the Senior Note Indenture referred to herein) and The Bank of New
York, as Senior Note Trustee under the Senior Note Indenture referred to below
(the "Senior Note Trustee").

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Senior Note
Trustee a Senior Note Indenture (the "Senior Note Indenture"), dated as of
August 10, 1998 providing for the issuance of an aggregate principal amount of
up to $300.0 million of 7 3/4% Senior Notes due 2006 (the "Senior Notes");

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

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

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

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Senior Note Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows:

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

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

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

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

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

(d) This Senior Subsidiary Guarantee shall not be discharged
except by complete performance of the obligations contained in
the Senior Notes and the Senior Note Indenture.

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

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

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

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

(i) Pursuant to Section 10.04 of the Senior Note Indenture, after
giving effect to any maximum amount and any other contingent
and fixed liabilities that are relevant under any applicable
Bankruptcy or fraudulent conveyance laws, and after giving
effect to any collections from, rights to receive contribution
from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under
Article 10 of the Senior Note Indenture shall result in the
obligations of such Guarantor under its Senior Subsidiary
Guarantee not constituting a fraudulent transfer or
conveyance.

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

4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

(a) The Guaranteeing Subsidiary may not consolidate with or merge
with or into (whether or not such Guarantor is the surviving
Person) another corporation, Person or entity whether or not
affiliated with such Guarantor unless:

(i) subject to Section 10.04 of the Senior Note Indenture, the
Person formed by or surviving any such consolidation or merger
(if other than a Guarantor or the Company) unconditionally
assumes all the obligations of such Guarantor, pursuant to a
supplemental Senior Note Indenture in form and substance
reasonably satisfactory to the Senior Note Trustee, under the
Senior Notes, the Senior Note Indenture and the Senior
Subsidiary Guarantee on the terms set forth herein or therein;
and

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

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

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

5. RELEASES

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

(b) Any Guarantor not released from its obligations under its
Senior Subsidiary Guarantee shall remain liable for the full
amount of principal of and interest on the Senior Notes and
for the other obligations of any Guarantor under the Senior
Note Indenture as provided in Article 10 of the Senior Note
Indenture.

6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Company or any
Guaranteeing Subsidiary under the Senior Notes, any Senior Subsidiary
Guarantees, the Senior Note Indenture or this Supplemental Senior Note Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of the Senior Notes by accepting a Senior Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Senior Notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.

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

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

9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction hereof.

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


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Senior Note
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:
_________________________


[GUARANTEEING SUBSIDIARY]


By:____________________________
Name:
Title:


BALL CORPORATION


By:
_____________________________
Name:
Title:


[EXISTING GUARANTORS]


By:
_______________________________
Name:
Title:


THE BANK OF NEW YORK
as Senior Note Trustee


By: __________________________________________
Name:
Title:




SCHEDULE I

SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor under the Senior Note Indenture as
of the Date of this Senior Note Indenture:

1. Ball Aerospace & Technologies Corp., a Delaware corporation

2. Ball Asia Services Limited, a Delaware corporation (and a successor to
Ball Asia Pacific Limited, a Colorado corporation)

3. Ball Glass Container Corporation, a Delaware corporation

4. Ball Holdings Corp., a Delaware corporation

5. Ball Metal Beverage Container Corp., a Colorado corporation

6. Ball Metal Food Container Corp., a Delaware corporation

7. Ball Metal Packaging Sales Corp., a Colorado corporation

8. Ball Packaging Corp., a Colorado corporation

9. Ball Plastic Container Corp., a Colorado corporation

10. Ball Technologies Holdings Corp., a Colorado corporation

11. Ball Technology Services Corporation, a California corporation

12. BG Holdings I, Inc., a Delaware corporation

13. BG Holdings II, Inc., a Delaware corporation

14. Efratom Holding, Inc., a Colorado corporation

15. Latas de Aluminio Ball, Inc., a Delaware corporation (formerly known as
Latas de Aluminio Reynolds, Inc.)

16. Ball Pan-European Holdings, Inc., a Delaware corporation