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<SEC-DOCUMENT>0000950172-02-002880.txt : 20021231
<SEC-HEADER>0000950172-02-002880.hdr.sgml : 20021231
<ACCEPTANCE-DATETIME>20021231124103
ACCESSION NUMBER:		0000950172-02-002880
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20021219
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021231

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BALL CORP
		CENTRAL INDEX KEY:			0000009389
		STANDARD INDUSTRIAL CLASSIFICATION:	METAL CANS [3411]
		IRS NUMBER:				350160610
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07349
		FILM NUMBER:		02873442

	BUSINESS ADDRESS:	
		STREET 1:		10 LONGS PEAK DRIVE
		CITY:			BROOMFIELD
		STATE:			CO
		ZIP:			80021-2510
		BUSINESS PHONE:		3034695511

	MAIL ADDRESS:	
		STREET 1:		PO BOX 5000
		CITY:			BROOMFIELD
		STATE:			CO
		ZIP:			80038-5000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BALL BROTHERS CO
		DATE OF NAME CHANGE:	19731115
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>chi364325.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                December 19, 2002
                        (Date of earliest event reported)

                          Commission file number 1-7349

                                BALL CORPORATION
             (Exact name of Registrant as specified in its charter)

          Indiana                     1-7349                  35-0160610
  (State of Incorporation)     (Commission File No.)         (IRS Employer
                                                          Identification No.)


          10 Longs Peak Drive, P.O. Box 5000, Broomfield, CO 80021-2510
          (Address of principal executive offices, including ZIP code)

                                 (303) 469-3131
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)



<PAGE>


                                Ball Corporation
                           Current Report on Form 8-K
                             Dated December 19, 2002


Item 2. Acquisition or Disposition of Assets.

         On December 19, 2002, Ball Corporation (the "Company"), through an
indirect, wholly-owned subsidiary, completed the acquisition (the "Acquisition")
of 100% of the capital stock of Schmalbach-Lubeca GmbH ("Schmalbach"), the
second largest manufacturer of metal beverage containers in Europe, from
Schmalbach-Lubeca Holdings GmbH ("S-L Holdings"). The Acquisition was
accomplished pursuant to, and in accordance with, the terms of a Share Sale and
Transfer Agreement, dated August 29/30, 2002 (the "Acquisition Agreement"),
among the Company, Ball Pan-European Holdings, Inc., S-L Holdings and AV
Packaging GmbH, as amended. A copy of the Acquisition Agreement was filed as
Exhibit 10.1 to Ball's Quarterly Report on Form 10-Q for the quarter ended
September 29, 2002 and the amendment to the Acquisition Agreement, dated
December 18, 2002, is filed as Exhibit 2.2 hereto and both are incorporated
herein by reference. Schmalbach will be operated as an indirect, wholly-owned
European subsidiary of the Company, and the Company intends to continue to use
the plants, equipment and other physical property obtained in the Acquisition to
produce beverage containers.

         The purchase price was approximately (euro)922.3 million, or $942.3
million, subject to certain adjustments and excluding fees and expenses. The
purchase price paid by the Company was determined on the basis of arm's length
negotiations between the parties. No prior material relationships existed
between S-L Holdings and its respective affiliates, directors or officers, on
the one hand, and the Company and its respective affiliates, directors or
officers, on the other hand.

         At the time the Acquisition was consummated, the Company also
refinanced approximately $389 million outstanding principal amount of its
existing indebtedness (the "Refinancing"). The Acquisition and the Refinancing
were financed by the placement of $300 million in aggregate principal amount of
6 7/8% Senior Notes due 2012 pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended, and new credit facilities in the amount of
up to the aggregate U.S. dollar equivalent of $1.35 billion in various tranches
(the "New Credit Facilities") with Deutsche Bank AG, New York Branch, as
Administrative Agent, The Bank of Nova Scotia, as Canadian Administrative Agent,
Deutsche Bank Securities Inc. and Banc of America Securities LLC, as Joint Lead
Arrangers, Joint Mandated Arrangers and Joint Book Managers, Bank of America,
N.A., as Syndication Agent, Bank One, NA, Lehman Commercial Paper Inc. and BNP
Paribas, as Co-Documentation Agents, and various lending institutions, of which
$1.058 billion was utilized upon consummation of the Acquisition and
Refinancing. The New Credit Facilities are more fully described below. The
purchase agreement, registration rights agreement and indenture relating to the
Senior Notes are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively.

         The New Credit Facilities are comprised of term loan facilities in the
amounts of $350 million, (euro)414 million and (pound)79 million and revolving
credit facilities in an aggregate U.S. dollar equivalent amount of $450 million.
For purposes of calculating interest, loans under the New Credit Facilities will
be designated as Eurocurrency Rate Loans or, in certain circumstances, Base Rate
Loans or Canadian Prime Rate Loans. Eurocurrency Rate Loans that are U.S. dollar
denominated are expected to bear interest at the interbank eurocurrency rate
plus a borrowing margin. Eurocurrency Rate Loans that are non-U.S. dollar
denominated are expected to bear interest at the LIBOR Rate for Sterling and
EURIBOR Rate for Euros plus a borrowing margin. Base Rate Loans are expected to
bear interest at (a) the greater of (i) the rate most recently announced by
Deutsche Bank as its "prime rate" or (ii) the Federal Funds Rate plus a
borrowing margin; plus (b) a further borrowing margin. Canadian Prime Rate Loans
are expected to bear interest at the higher of (a) the annual rate of interest
announced publicly by the Canadian Administrative Agent and in effect as its
prime rate on such day for determining interest rates on Canadian
dollar-denominated commercial loans made in Canada and (b) the CDOR Rate in
effect on such date plus a borrowing margin.

         The New Credit Facilities are guaranteed by the Company and all of its
present and future material domestic subsidiaries. The New Credit Facilities are
secured by a valid first priority perfected lien or pledge on 100% of the stock
of each of the Company's present and future direct and indirect material
domestic subsidiaries and 65% of the stock of a European holding company formed
under Luxembourg law and any other present and future material first tier
foreign subsidiaries, to the extent owned by the Company and its domestic
subsidiaries, subject to certain exceptions. The obligations under the Canadian
portion of the revolving credit facility are also (i) guaranteed by Ball North
America, Inc., the Canadian borrower's parent and any future material Canadian
subsidiaries and (ii) secured by a lien or pledge on 100% of stock of the
Canadian borrower and any future material Canadian subsidiaries. The obligations
of the European borrowers also are guaranteed and cross guaranteed by the
European borrower holding company and certain of the European holding company's
direct and indirect material subsidiaries and are secured by a valid first
priority perfected lien or pledge on 100% of the stock of certain of the direct
and indirect material subsidiaries of the European holding company. The credit
agreement relating to the New Credit Facilities is attached hereto as Exhibit
10.1.

Item 5. Other Events.

         On December 19, 2002, the Company completed the issuance of its 6 7/8%
Senior Notes in the aggregate principal amount of $300 million pursuant to Rule
144A and Regulation S under the Securities Act of 1933, as amended. The proceeds
of the offering, net of fees and expenses, were approximately $293 million. The
Company's obligations under the 6 7/8% Senior Notes are fully and
unconditionally guaranteed by certain of the Company's existing and future
material domestic subsidiaries.

         On December 19, 2002, the amendments to the Company's indentures
governing its 7 3/4% senior notes due in 2006 and its 8 1/4% senior subordinated
notes due in 2008 became operative pursuant to the terms of the Company's
previously announced consent solicitation with respect to the amendments. The
amended and restated indentures which reflect these amendments are attached
hereto as Exhibits 4.3 and 4.4.


Item 7. Financial  Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired.

         The financial statements of the acquired business, Schmalbach-Lubeca
Beverage Cans, have been omitted from this report in reliance on Item 7(a)(4) of
Form 8-K and will be filed in an amendment to this Current Report on Form 8-K
within 60 days of the date hereof.

(b) Pro Forma Financial Information.

         The pro forma financial information required by this item has been
omitted from this report in reliance on Item 7(b)(2) of Form 8-K and will be
filed in an amendment to this Current Report on Form 8-K within 60 days of the
date hereof.

(c)      Exhibits

         The following are furnished as Exhibits to this report.

Exhibit 1.1     Purchase Agreement, dated as of December 5, 2002, by and among
                Ball Corporation, Lehman Brothers, Inc., Deutsche Bank
                Securities Inc., Banc of America Securities LLC, Banc One
                Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner
                Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments
                Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage
                Services, LLC and certain subsidiary guarantors of Ball
                Corporation.

Exhibit 2.1     Share Sale and Transfer Agreement dated August 29/30, 2002,
                among Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball
                Pan-European Holdings, Inc. and Ball Corporation (filed by
                incorporation by reference to Exhibit 10.1 to Ball Corporation's
                Quarterly Report on Form 10-Q for the quarter ended September
                29, 2002).

Exhibit 2.2     Amendment Agreement, dated December 18, 2002, among
                Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball
                Pan-European Holdings, Inc., Ball Corporation and Ball (Germany)
                Acquisition GmbH, amending the Share Sale and Transfer
                Agreement, dated August 29/30, 2002, among Schmalbach-Lubeca
                Holding GmbH, AV Packaging GmbH, Ball Pan-European Holdings,
                Inc. and Ball Corporation.

Exhibit 4.1     Registration Rights Agreement, dated as of December 19, 2002, by
                and among Ball Corporation, Lehman Brothers, Inc., Deutsche Bank
                Securities Inc., Banc of America Securities LLC, Banc One
                Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner
                Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments
                Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage
                Services, LLC and certain subsidiary guarantors of Ball
                Corporation.

Exhibit 4.2     Senior Note Indenture, dated as of December 19, 2002, by and
                among Ball Corporation, certain subsidiary guarantors of Ball
                Corporation and The Bank of New York, as Trustee.

Exhibit 4.3     Amended and Restated Senior Note Indenture, dated as of August
                10, 1998, and amended and restated as of December 19, 2002, by
                and among Ball Corporation, certain subsidiary guarantors of
                Ball Corporation and The Bank of New York, as Senior Note
                Trustee.

Exhibit 4.4     Amended and Restated Senior Subordinated Note Indenture, dated
                as of August 10, 1998, and amended and restated as of December
                19, 2002, by and among Ball Corporation, certain subsidiary
                guarantors of Ball Corporation and The Bank of New York, as
                Senior Subordinated Note Trustee.

Exhibit 4.5     Form of Note (included in Exhibit 4.2).

Exhibit 10.1    Credit Agreement, dated as of December 19, 2002, among Ball
                Corporation, certain subsidiaries of Ball Corporation, with
                Deutsche Bank AG, New York Branch, as Administrative Agent, The
                Bank of Nova Scotia, as Canadian Administrative Agent, Deutsche
                Bank Securities Inc. and Banc of America Securities LLC, as
                Joint Lead Arrangers, Joint Mandated Arrangers and Joint Book
                Managers, Bank of America, N.A., as Syndication Agent, Bank One,
                NA, Lehman Commercial Paper Inc. and BNP Paribas, as
                Co-Documentation Agents, and various lending institutions named
                therein.






<PAGE>



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           BALL CORPORATION
                                           (Registrant)

Date: December 31, 2002                    By: /s/ Donald C. Lewis
                                               --------------------------------
                                               Name:  Donald C. Lewis
                                               Title: Vice President, Assistant
                                                      Corporate Secretary
                                                      and General Counsel





<PAGE>

                        Ball Corporation and Subsidiaries
                                    Form 8-K
                                December 19, 2002



                                  EXHIBIT INDEX


Exhibit 1.1     Purchase Agreement, dated as of December 5, 2002, by and among
                Ball Corporation, Lehman Brothers, Inc., Deutsche Bank
                Securities Inc., Banc of America Securities LLC, Banc One
                Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner
                Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments
                Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage
                Services, LLC and certain subsidiary guarantors of Ball
                Corporation.

Exhibit 2.1     Share Sale and Transfer Agreement dated August 29/30, 2002,
                among Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball
                Pan-European Holdings, Inc. and Ball Corporation (filed by
                incorporation by reference to Exhibit 10.1 to Ball Corporation's
                Quarterly Report on Form 10-Q for the quarter ended September
                29, 2002).

Exhibit 2.2     Amendment Agreement, dated December 18, 2002, among
                Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball
                Pan-European Holdings, Inc., Ball Corporation and Ball (Germany)
                Acquisition GmbH, amending the Share Sale and Transfer
                Agreement, dated August 29/30, 2002, among Schmalbach-Lubeca
                Holding GmbH, AV Packaging GmbH, Ball Pan-European Holdings,
                Inc. and Ball Corporation.

Exhibit 4.1     Registration Rights Agreement, dated as of December 19, 2002, by
                and among Ball Corporation, Lehman Brothers, Inc., Deutsche Bank
                Securities Inc., Banc of America Securities LLC, Banc One
                Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner
                Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments
                Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage
                Services, LLC and certain subsidiary guarantors of Ball
                Corporation.

Exhibit 4.2     Senior Note Indenture, dated as of December 19, 2002, by and
                among Ball Corporation, certain subsidiary guarantors of Ball
                Corporation and The Bank of New York, as Trustee.

Exhibit 4.3     Amended and Restated Senior Note Indenture, dated as of August
                10, 1998, and amended and restated as of December 19, 2002, by
                and among Ball Corporation, certain subsidiary guarantors of
                Ball Corporation and The Bank of New York, as Senior Note
                Trustee.

Exhibit 4.4     Amended and Restated Senior Subordinated Note Indenture, dated
                as of August 10, 1998, and amended and restated as of December
                19, 2002, by and among Ball Corporation, certain subsidiary
                guarantors of Ball Corporation and The Bank of New York, as
                Senior Subordinated Note Trustee.

Exhibit 4.5     Form of Note (included in Exhibit 4.2).

Exhibit 10.1    Credit Agreement, dated as of December 19, 2002, among Ball
                Corporation, certain subsidiaries of Ball Corporation, with
                Deutsche Bank AG, New York Branch, as Administrative Agent, The
                Bank of Nova Scotia, as Canadian Administrative Agent, Deutsche
                Bank Securities Inc. and Banc of America Securities LLC, as
                Joint Lead Arrangers, Joint Mandated Arrangers and Joint Book
                Managers, Bank of America, N.A., as Syndication Agent, Bank One,
                NA, Lehman Commercial Paper Inc. and BNP Paribas, as
                Co-Documentation Agents, and various lending institutions named
                therein.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>chi365059.txt
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
                                                                   Exhibit 1.1


                               BALL CORPORATION

                                 $300,000,000

                         6 7/8% Senior Notes Due 2012

                              PURCHASE AGREEMENT

                                                              December 5, 2002

LEHMAN BROTHERS INC.
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BNP Paribas Securities Corp.
Dresdner Kleinwort Wasserstein-Grantchester, Inc.
McDonald Investments Inc.
SunTrust Capital Markets, Inc.
Wells Fargo Brokerage Services, LLC
   as representatives of the several initial purchasers
c/o Lehman Brothers Inc.
745 7th Avenue
New York, New York 10019

Ladies and Gentlemen:

         Ball Corporation, an Indiana corporation (the "Company"), proposes to
issue and sell to you (the "Initial Purchasers") $300.0 million in aggregate
principal amount at maturity of its 6 7/8 % Senior Notes due 2012 (the "Series
A Notes"). The Series A Notes will (i) have terms and provisions which are
summarized in the Offering Memorandum (as defined herein) dated as of the date
hereof and (ii) are to be issued pursuant to an Indenture (the "Indenture") to
be entered into between the Company, each of the Guarantors listed on Exhibit
A hereto (each a "Guarantor", and together, the "Guarantors") and The Bank of
New York, as trustee (the "Trustee"). The Company's obligations under the
Series A Notes and the Company's 6 7/8% Series B Senior Notes due 2012 (the
"Series B Notes", and together with the Series A Notes, the "Notes") to be
offered in exchange for the Series A Notes, including the due and punctual
payment of interest on the Notes, will be unconditionally guaranteed (the
"Guarantees") by each of the Guarantors. As used herein, the terms "Series A
Notes" and "Series B Notes" shall include the Guarantees thereof by the
Guarantors, unless the context otherwise requires.

         The Company, Ball Pan-European Holdings, Inc., and Schmalbach-Lubeca
Holding GmbH and AV Packaging GmbH (together with Schmalbach-Lubeca Holding
GmbH, "Schmalbach-Lubeca") have entered into a Share Sale and Transfer
Agreement on August 29, 2002 (the "Acquisition Agreement"), pursuant to which
the Company will purchase 100% of the capital stock of Schmalbach-Lubeca AG,
which will be converted into a GmbH prior to the closing of the Acquisition
("Schmalbach"), for approximately (euro)925.5 million, subject to certain
adjustments and the assumption of certain debt and liabilities (the
"Acquisition"). Concurrent with the closing of the Acquisition, the Company is
entering into a Tranche A Euro/Sterling Term Loan Facility, a Tranche B Euro
Term Loan Facility, a Tranche B Dollar Term Loan Facility and New Revolving
Credit Facilities under a credit agreement (the "Credit Facilities") pursuant
to which it will borrow up to $1,350 million to fund a portion of the purchase
price for Schmalbach and to refinance certain of the Company's existing debt.
The issue and sale of the Series A Notes, the acquisition of Schmalbach, the
consummation of the Credit Facilities and the consent solicitation to amend
the Company's existing senior notes and senior subordinated notes and the
refinancing of certain of the Company's existing debt will take place
concurrently.

         The closing of the Acquisition is a condition to the closing of the
offering. Such condition may be waived by the Company if the proceeds from the
issuance of the Series A Notes are placed into a secured proceeds account at
the Closing Date, in accordance with the provisions of this Agreement and the
Indenture.

         As described in the Offering Memorandum, proceeds from the issuance
and sale of the Series A Notes, together with borrowings under the Credit
Facilities, will be used to consummate the Acquisition and related
transactions.

         1. Preliminary Offering Memorandum and Offering Memorandum. The
Series A Notes will be offered and sold to you pursuant to exemptions from the
registration requirements under the Securities Act of 1933, as amended (the
"Securities Act"). The Company and the Guarantors have prepared a preliminary
offering memorandum, dated November 25, 2002 (the "Preliminary Offering
Memorandum"), and a final offering memorandum, dated December 5, 2002 (the
"Offering Memorandum"), relating to the Company, the Guarantors, the Series A
Notes, the Guarantees, the Series B Notes and the Series B Guarantees (as
defined herein). The Company and the Guarantors hereby confirm that they have
authorized the use of the Preliminary Offering Memorandum and the Offering
Memorandum in connection with the offering and resale of the Series A Notes by
the Initial Purchasers.

         It is understood and acknowledged that upon original issuance
thereof, and until such time as the same is no longer required under the
applicable requirements of the Securities Act, the Series A Notes (and all
securities issued in exchange therefor or in substitution thereof) shall bear
the following legend:

         "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
         STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
         OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
         PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
         INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
         SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
         QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
         WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
         (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
         ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
         INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
         ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE
         UNITED STATES."

         You have represented and warranted to the Company that you will make
offers (the "Exempt Resales") of the Series A Notes purchased by you hereunder
on the terms set forth in the Offering Memorandum solely to (i) persons whom
you reasonably believe to be "Qualified Institutional Buyers" as defined in
Rule 144A under the Securities Act ("QIBs") and (ii) certain persons outside
the United States in offshore transactions in reliance on Regulation S under
the Securities Act. Those persons specified in clauses (i) and (ii) are
referred to herein as the "Eligible Purchasers". You will offer the Series A
Notes to Eligible Purchasers initially at a price equal to 100% of the
principal amount thereof. Such price may be changed at any time without
notice.

         Holders (including subsequent transferees) of the Series A Notes will
have the registration rights set forth in the registration rights agreement
(the "Registration Rights Agreement"), to be dated December 19, 2002 (the
"Closing Date") (which Registration Rights Agreement shall be in substantially
the form of that certain registration rights agreement dated August 10, 1998
among Ball Corporation, the subsidiary guarantors thereto, and the initial
purchasers thereto, with such changes as the parties may agree), for so long
as such Series A Notes constitute "Transfer Restricted Securities" (as defined
in the Registration Rights Agreement). Pursuant to the Registration Rights
Agreement, the Company and the Guarantors will agree to file with the
Securities and Exchange Commission (the "Commission"), under the circumstances
set forth therein, (i) a registration statement under the Securities Act (the
"Exchange Offer Registration Statement") relating to the Company's Series B
Notes to be offered in exchange for the Series A Notes and the Guarantees
(such offer to exchange being referred to collectively as the "Exchange
Offer") or (ii) a shelf registration statement pursuant to Rule 415 under the
Securities Act (the "Shelf Registration Statement," and together with the
Exchange Offer Registration Statement, the "Registration Statements") relating
to the resale of each tranche of the Series A Notes by certain holders of such
Notes, and to use all commercially reasonable efforts to cause such
Registration Statements to be declared effective. This Agreement, the
Indenture, and the Registration Rights Agreement are hereinafter referred to
collectively as the "Operative Documents".

         2. Representations, Warranties and Agreements of the Company and the
Guarantors. The Company and each of the Guarantors (as of the date hereof and
the Closing Date) represent, warrant and agree as follows (and all of such
representations and warranties shall be deemed to include Schmalbach, and all
references to the Company in this Section shall assume that the Company has
acquired Schmalbach as of the date hereof):

         (a) The Preliminary Offering Memorandum and Offering Memorandum have
been prepared by the Company for use by the Initial Purchasers in connection
with the Exempt Resales. No order or decree preventing the use of the
Preliminary Offering Memorandum or the Offering Memorandum, or any order
asserting that the transactions contemplated by this Agreement are subject to
the registration requirements of the Securities Act, has been issued and no
proceeding for that purpose has commenced or is pending or, to the knowledge
of the Company, is contemplated.

         (b) The Preliminary Offering Memorandum, the Offering Memorandum and
the Company's filings with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are incorporated by reference therein as of their respective dates
did not, and the Offering Memorandum as of the Closing Date will not, contain
an untrue statement of a material fact or omit to state a material fact
necessary, in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading, provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of the Initial Purchasers expressly
for use therein.

         (c) The market-related and industry data included in the Preliminary
Offering Memorandum and the Offering Memorandum are based upon estimates by
the Company derived from sources which the Company believes to be reliable and
accurate in all material respects.

         (d) The Company is a corporation duly incorporated and validly
existing and in good standing under the laws of the state of Indiana with all
requisite corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Preliminary
Offering Memorandum and the Offering Memorandum, and is duly qualified to
conduct its business and is in good standing as a foreign corporation in each
jurisdiction or place where the nature of its properties or the conduct of its
business requires such qualification, except where the failure to qualify or
to be in good standing would not reasonably be expected to have a material
adverse effect on the financial condition, business, prospects, properties or
results of operations of the Company and its subsidiaries, taken as a whole (a
"Material Adverse Effect").

         (e) Each of the Company's subsidiaries is a corporation duly
incorporated and validly existing and in good standing under the laws of its
state of organization with full corporate power and authority to own, lease
and operate its properties and to conduct its business as presently conducted,
and is duly qualified to conduct its business and is in good standing as a
foreign corporation in each jurisdiction where the nature of its properties or
the conduct of its business requires such qualification, except where the
failure so to qualify or to be in good standing does not have a Material
Adverse Effect.

         (f) The Company has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement, the
Indenture, the Registration Rights Agreement and the Notes.

         (g) Each Guarantor has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement, the
Indenture, the Registration Rights Agreement and the Guarantees.

         (h) This Agreement has been duly authorized, executed and delivered
by the Company and each Guarantor and, assuming due authorization, execution
and delivery by the Initial Purchasers, constitutes the valid and binding
agreement of the Company and each Guarantor, enforceable against the Company
and each Guarantor in accordance with its terms, subject to (i) the effects of
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or
at law), (iii) an implied covenant of good faith and fair dealing and (iv)
except as rights to indemnity and contribution hereunder may be limited by
Federal or state securities laws or principles of public policy.

         (i) The Registration Rights Agreement has been duly authorized by the
Company and each Guarantor and, upon its execution and delivery by the Company
and each Guarantor and, assuming due authorization, execution and delivery by
the Initial Purchasers, will constitute the valid and binding agreement of the
Company and each Guarantor, enforceable against the Company and each Guarantor
in accordance with its terms, subject to (i) the effects of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other
similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or
at law), (iii) an implied covenant of good faith and fair dealing and (iv)
except as rights to indemnity and contribution hereunder may be limited by
Federal or state securities laws or principles of public policy. The
Registration Rights Agreement will conform to the description thereof in the
Offering Memorandum in all material respects.

         (j) The Indenture has been duly authorized by the Company and each
Guarantor, and upon its execution and delivery by the Company and each
Guarantor and, assuming due authorization, execution and delivery by the
Trustee, will constitute the valid and binding agreement of the Company and
each Guarantor, enforceable against the Company and each Guarantor in
accordance with its terms, subject to (i) the effects of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other
similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or
at law) and (iii) an implied covenant of good faith and fair dealing. No
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended (the "TIA"), is required in connection with the offer and sale of the
Series A Notes contemplated hereby or in connection with the Exempt Resales
other than in connection with the performance of the Company's obligations
under the Registration Rights Agreement. The Indenture will conform to the
description thereof in the Offering Memorandum in all material respects.

         (k) The Series A Notes have been duly authorized by the Company and
when duly executed by the Company in accordance with the terms of the
Indenture and, assuming due authentication, execution and delivery of the
Series A Notes by the Trustee in accordance with the terms of the Indenture,
upon delivery to the Initial Purchasers against payment therefor in accordance
with the terms hereof, will have been validly issued and delivered, and will
constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture, enforceable against the Company in accordance with
their terms, subject to (i) the effects of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally, (ii) general equitable
principles (whether considered in a proceeding in equity or at law), (iii) an
implied covenant of good faith and fair dealing and (iv) except as rights to
indemnity and contribution hereunder may be limited by Federal or state
securities laws or principles of public policy. The Series A Notes will
conform to the description thereof in the Offering Memorandum in all material
respects.

         (l) The Guarantees to be endorsed on the Series A Notes have been
duly authorized by each Guarantor and, if and when executed and delivered by
each Guarantor in accordance with the terms of the Indenture and, assuming due
authentication of the Series A Notes by the Trustee, upon delivery to the
Initial Purchasers against payment therefor in accordance with the terms
hereof, have been validly issued and delivered, and will constitute valid and
binding obligations of each of the Guarantors, entitled to the benefits of the
Indenture, enforceable against each of the Guarantors in accordance with their
terms, subject to (i) the effects of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws relating to or
affecting creditors' rights generally, (ii) general equitable principles
(whether enforcement is considered in a proceeding in equity or at law) and
(iii) an implied covenant of good faith and fair dealing. The Guarantees will
conform to the description thereof in the Offering Memorandum in all material
respects.

         (m) The Series B Notes will have been duly authorized by the Company
on or before the Closing Date and, if and when duly issued and authenticated
in accordance with the terms of the Indenture and delivered in accordance with
the Exchange Offer provided for in the Registration Rights Agreement, will
constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture, enforceable against the Company in accordance with
their terms, subject to (i) the effects of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally, (ii) general equitable
principles (whether considered in a proceeding in equity or at law), (iii) an
implied covenant of good faith and fair dealing and (iv) except as rights to
indemnity and contribution hereunder may be limited by Federal or state
securities laws or principles of public policy. The Series B Notes will
conform to the description thereof in the Offering Memorandum in all material
respects.

         (n) The guarantees to be endorsed on the Series B Notes (the "Series
B Guarantees") will have been duly authorized by each Guarantor on or before
the Closing Date and, if and when executed and delivered by each Guarantor, if
and when the Series B Notes are issued and authenticated in accordance with
the terms of the Registration Rights Agreement and the Indenture, the Series B
Guarantees to be endorsed on the Series B Notes will be the valid and binding
obligation of each Guarantor, enforceable against each Guarantor in accordance
with their terms, subject to (i) the effects of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally, (ii) general equitable
principles (whether considered in a proceeding in equity or at law) and (iii)
an implied covenant of good faith and fair dealing.

         (o) The Company has all requisite corporate power and authority to
enter into the Credit Facilities and any and all other agreements and
instruments ancillary to or entered into in connection with the transactions
contemplated by the Credit Facilities (collectively, the "Credit Documents").

         (p) Each of the Credit Documents was duly and validly authorized,
executed and delivered by the Company and, assuming due authorization,
execution and delivery by the other parties thereto, constitutes the valid and
binding agreement of the Company, enforceable against the Company in
accordance with its respective terms, subject to (i) the effects of
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or
at law) and (iii) an implied covenant of good faith and fair dealing.

         (q) Each of the Company and Ball Pan-European Holdings, Inc. has all
requisite corporate power and authority to enter into the Acquisition
Agreement and any and all other agreements, side letters and instruments
ancillary to or entered into in connection with the transactions contemplated
by the Acquisition Agreement.

         (r) The Acquisition Agreement has been duly and validly authorized,
executed and delivered by the Company and Ball Pan-European Holdings, Inc.
and, assuming due authorization, execution and delivery by the other parties
thereto, constitutes the valid and binding agreement of each of the Company
and Ball Pan-European Holdings, Inc., enforceable against each of the Company
and Ball Pan-European Holdings, Inc. in accordance with its terms, subject to
(i) the effects of bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other similar laws relating to or affecting
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law) and (iii) an implied covenant
of good faith and fair dealing.

         (s) All the shares of capital stock, partnership, membership or other
equity interest of the Company and its Restricted Subsidiaries (as defined in
the Offering Memorandum) and other material subsidiaries outstanding prior to
the issuance of the Series A Notes have been duly authorized and validly
issued and are fully paid and nonassessable. All of the issued shares of the
capital stock, partnership, membership or other equity interest of each
subsidiary of the Company are owned directly or indirectly by the Company
(except for directors' qualifying shares), free and clear of all liens,
encumbrances, or claims, except for those liens, encumbrances or claims that
would not reasonably be expected to have a Material Adverse Effect.

         (t) Other than as disclosed in the Offering Memorandum, the Company
does not own capital stock or other equity interests of any corporation or
entity which would be required by the Indenture to be a Guarantor thereunder.
All of the Company's domestic subsidiaries other than (i) Ball Corporation (a
Nevada corporation), Ball Glass Containers, Inc., Ball Metal Container
Corporation, Ball Technology Licensing Corporation, Heekin Can, Inc., Muncie &
Western Railroad Company, Ball Asia Services Limited, Ball Glass Container
Corporation, Ball Holdings Corp., Ball Technology Services Corporation, Laser
Communications International L.L.C., Space Operations International, L.L.C.
and any other Excluded Subsidiaries (as defined in the Offering Memorandum
(the "Excluded Subsidiaries") and (ii) Ball Asia Pacific, Ball Capital Corp.
and any other Unrestricted Subsidiaries (as defined in the Offering
Memorandum) (the "Unrestricted Subsidiaries") are Guarantors hereunder; and as
of the date hereof, the Excluded Subsidiaries have aggregate net sales of not
more than $10 million in any twelve-month period and aggregate assets,
including capitalization, of not more than $10 million.

         (u) There are no legal or governmental proceedings pending or, to the
knowledge of the Company or any of the Guarantors, expressly contemplated by,
or threatened, against the Company or any of the Guarantors or to which any of
its properties are subject, that are not disclosed in the Offering Memorandum
and are reasonably likely to have a Material Adverse Effect or to materially
and adversely affect the issuance of the Notes or the consummation of the
other transactions contemplated by the Operative Documents. Except as
disclosed in the Offering Memorandum, neither the Company nor any of the
Guarantors is involved in any strike, job action or labor dispute with any
group of employees that is reasonably likely to have a Material Adverse Effect
and, to the knowledge of the Company and each of the Guarantors, no such
action or dispute is threatened.

         (v) No material relationship, direct or indirect, exists between or
among the Company or any of the Guarantors on the one hand, and the directors,
officers, shareholders, members, partners, customers or suppliers of the
Company on the other hand, that would be required to be described in the
Offering Memorandum pursuant to Regulation S-K of the Securities Act if
Regulation S-K were applicable to the Offering Memorandum, which is not so
described in the Offering Memorandum.

         (w) Neither the Company nor any of its subsidiaries (i) is in
violation of its certificate of incorporation, bylaws or other organizational
documents, (ii) is in default in any material respect in the due performance
or observance of any term, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, or other agreement or instrument to
which any of them is a party or by which any of them is bound or to which any
of their respective properties or assets is subject that is material to the
Company's consolidated financial condition or prospects (collectively, the
"Material Agreements") or (iii) is in violation in any material respect of any
law, statute or ordinance or any rule, regulation, injunction or decree of any
court or governmental agency to which their property or assets may be subject
or has failed to obtain any material license, permit, certificate, franchise,
or other governmental authorization or permit necessary to the ownership of
its property or to the conduct of its business, except in the case of (i),
(ii) or (iii), as would not, individually or in the aggregate, have a Material
Adverse Effect.

         (x) Except (i) as has been obtained or completed or (ii) to the
extent the failure to obtain any such consent, approval, authorization or
order or to make any such filing or registration would not, individually or in
the aggregate, have a Material Adverse Effect, none of (A) the issuance, offer
or sale of the Series A Notes, the execution, delivery, or performance by the
Company or any of its subsidiaries of this Agreement, the Guarantees or the
other Operative Documents, compliance by the Company and its subsidiaries with
the provisions hereof or thereof or the consummation by the Company or such
subsidiaries of the transactions contemplated hereby or thereby; (B) the
execution, delivery or performance by the Company of the Credit Facilities or
the other Credit Documents, compliance by the Company with the provisions
thereof or consummation by the Company of the transactions contemplated
thereby; and (C) the execution, delivery or performance by the Company and
Ball Pan-European Holdings, Inc. of the Acquisition Agreement, compliance by
each of the Company and Ball Pan-European Holdings, Inc. with the provisions
thereof, or consummation by the Company and Ball Pan-European Holdings, Inc.
of the transactions contemplated thereby (1) requires any consent, approval,
authorization or other order of, or registration or filing with, any court,
regulatory body, administrative agency, or other governmental body, agency or
official (except as such as may be required in connection with the
registration under the Securities Act of the Series B Notes in accordance with
the Registration Rights Agreement, under the TIA for the issuance of the
Series B Notes, the trading of the Series A Notes on PORTAL and under the
securities or "Blue Sky" laws of various jurisdictions in connection with the
sale of the Series A Notes), (2) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the charter or
bylaws, or other organizational documents, of the Company or any of its
subsidiaries or (3) conflicts or will conflict with or constitutes or will
constitute a breach or violation of any of the terms or provisions of, or
(including with the giving of notice or the lapse of time or both) constitute
a default under, any Material Agreement or (4) violates in any material
respect any law, statute or ordinance, or any rule, regulation, injunction or
decree of any court or governmental agency to which the Company or any of its
subsidiaries or their property or assets may be subject or results in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company (except for liens arising under the Credit Documents and
the accounts receivables financing facility of Schmalbach and certain of its
subsidiaries entered into on June 27, 2002) pursuant to the terms of any
agreement or instrument to which it is a party or by which it may be bound or
to which any of its property or assets is subject.

         (y) The accountants, PricewaterhouseCoopers, LLP and PwC Deutsche
Revision Aktiengesellschaft Wirtschaftsprufungsgesellschaft, who have
certified certain of the financial statements included as part of the Offering
Memorandum and who have delivered and will deliver the letters referred to in
Section 8(i) hereof, are and were independent public accountants as required
by the Securities Act and the rules and regulations thereunder during the
period covered by the financial statements on which they reported contained in
the Offering Memorandum.

         (z) The consolidated and combined historical financial statements,
and pro forma financial information, together with the related notes thereto,
set forth in the Offering Memorandum comply as to form in all material
respects with the requirements of Regulation S-X under the Securities Act
applicable to registration statements on Form S-3 under the Securities Act.
Such historical financial statements fairly present in all material respects
the financial position of the Company at the respective dates indicated and
the results of operations and cash flows for the respective periods indicated,
subject, in the case of unaudited combined financial statements, to year-end
audit adjustments, in each case in accordance with generally accepted
accounting principles ("GAAP"), or International Accounting Standards ("IAS")
in the case of Schmalbach, consistently applied throughout such periods. Such
pro forma financial information has been prepared on a basis consistent with
the historical and proposed transactions contemplated by the Offering
Memorandum and this Agreement. The other financial information and data
included in the Offering Memorandum, historical and pro forma, are, in all
material respects, accurately presented and prepared on a basis consistent
with such financial statements and the books and records of the Company.

         (aa) Except as disclosed in or specifically contemplated by the
Offering Memorandum, subsequent to the date as of which such information was
given, (i) neither the Company nor any of its subsidiaries has incurred any
liability or obligation, direct or contingent, or entered into any
transaction, in each case not in the ordinary course of business, that is
material to the Company or such subsidiary, (ii) there has been no Material
Adverse Effect, and (iii) except as disclosed in or contemplated by the
Offering Memorandum, since the date of the latest audited combined financial
statements of the Company included in the Offering Memorandum, there has been
no (A) dividend or distribution of any kind declared, paid or made by the
Company on any class of its capital stock (other than the payment of regular
quarterly cash dividends), (B) issuance of securities (other than pursuant to
the Company's or such subsidiary's employee benefit plans and agreements and
the issuance of the Series A Notes offered hereby) or (C) material increase in
short-term or long-term debt of the Company or such subsidiary.

         (bb) The Company and each of its subsidiaries will, on or prior to
the Closing Date, have good and valid title to all property owned by it, free
and clear of all liens, claims, security interests or other encumbrances and
defects except such as are described in the Offering Memorandum, granted
pursuant to the Credit Facilities, or such as would not reasonably be expected
to have a Material Adverse Effect; and all material real property and
buildings held under lease by the Company or any of its subsidiaries are held
under valid, subsisting and enforceable leases, with such exceptions as would
not have a Material Adverse Effect.

         (cc) The Company and each of its subsidiaries will, on or prior to
the Closing Date, have such permits, licenses, franchises, certificates,
consents, orders and other approvals or authorizations of any governmental or
regulatory authority ("Permits") as are necessary under applicable law to own
its properties and to conduct its businesses in the manner described in the
Offering Memorandum, except to the extent that the failure to have such
Permits would not reasonably be expected to have a Material Adverse Effect.
The Company and each of its subsidiaries is in compliance in all material
respects with all its material obligations with respect to the Permits, and,
to the knowledge of the Company, no event has occurred which allows, or after
notice or lapse of time would allow, revocation or termination thereof or
results in any other material impairment of the rights of the holder of any
such Permit, subject in each case to such qualification as may be set forth in
the Offering Memorandum and except to the extent that any such revocation,
termination or impairment would not reasonably be expected to have a Material
Adverse Effect.

         (dd) The Company is not currently, nor will it be upon sale of the
Series A Notes in accordance herewith and the application of the net proceeds
therefrom as described in the Offering Memorandum under the caption "Use of
Proceeds," an "investment company" within the meaning of the Investment Company
Act of 1940, as amended.

         (ee) Neither the Company nor any affiliate (as defined in Rule 501(b)
of Regulation D ("Regulation D") under the Securities Act) of the Company has
directly, or through any agent, (i) sold, offered for sale, solicited offers
to buy or otherwise negotiated in respect of, any security (as defined in the
Securities Act) which is or could be integrated with the offering and sale of
the Series A Notes in a manner that would require the registration of the
Series A Notes under the Securities Act or (ii) engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D) in
connection with the offering of the Series A Notes in the United States,
provided that no representation or warranty is made with respect to the
Initial Purchasers and their affiliates in such respect. No securities of the
same class as the Series A Notes have been issued and sold by the Company
within the six-month period immediately prior to the date hereof.

         (ff) Except as permitted by the Securities Act, the Company has not
distributed and, prior to the Closing Date will not distribute, any offering
material in connection with the offering and sale of the Series A Notes other
than the Preliminary Offering Memorandum and Offering Memorandum.

         (gg) When the Series A Notes are issued and delivered pursuant to
this Agreement, such Series A Notes will not be of the same class (within the
meaning of Rule 144A under the Securities Act) as securities of the Company
that are listed on a national securities exchange registered under Section 6
of the Exchange Act, or that are quoted in a United States automated
inter-dealer quotation system.

         (hh) Assuming (i) that the Series A Notes are issued, sold and
delivered under the circumstances contemplated by the Offering Memorandum and
this Agreement, (ii) that your representations and warranties in Section 3 are
true, (iii) compliance by you with your covenants set forth in Section 3 and
(iv) that each of the Eligible Purchasers is either (A) an entity that you
reasonably believe to be a QIB or (B) a person who is not a "U.S. person" and
who acquires the Series A Notes outside the United States in an "offshore
transaction" (within the meaning of Regulation S), the purchase of the Series
A Notes by you pursuant hereto and the initial resale of the Series A Notes
pursuant to the Exempt Resales are not required to be registered under the
Securities Act.

         (ii) To the knowledge of the Company, the execution and delivery of
this Agreement, the other Operative Documents and the sale of the Series A
Notes to be purchased by the Eligible Purchasers will not involve any
prohibited transaction within the meaning of Section 406 of ERISA or Section
4975 of the Code, except as would not, individually or in the aggregate, have
a Material Adverse Effect. The representation made by the Company in the
preceding sentence is made in reliance upon and subject to the accuracy of,
and compliance with, the representations and covenants made or deemed made by
the Eligible Purchasers as set forth in the Offering Memorandum under the
section entitled "Notice to Investors".

         (jj) Except as described in the Offering Memorandum, there are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a registration
statement under the Securities Act with respect to any securities of the
Company owned or to be owned by such person or to require the Company to
include such securities in the securities registered pursuant to the
Registration Statements or in any securities being registered pursuant to any
other registration statement filed by the Company under the Securities Act.

         (kk) The Company and each of its subsidiaries together maintain or
are entitled to the benefits of insurance covering their properties,
operations, personnel and businesses. Such insurance insures against such
losses and risks as are reasonably adequate in accordance with customary
industry practice to protect the Company and its subsidiaries and their
businesses taken as a whole.

         (ll) The Company has filed all Federal, state and local income and
franchise tax returns required to be filed through the date hereof (other than
those the nonfiling of which would not have a Material Adverse Effect) and has
paid all taxes due thereon, other than those being contested in good faith and
for which reserves have been provided in accordance with GAAP, or IAS in the
case of Schmalbach, currently payable without penalty or interest, or the
nonpayment of which would not have a Material Adverse Effect. No tax
deficiency has been determined adversely to the Company nor does the Company
have any knowledge of any tax deficiency which, if determined adversely to the
Company, would have a Material Adverse Effect.

         (mm) Except as set forth in the Offering Memorandum, there has been
no storage, disposal, generation, transportation, handling or treatment of
toxic wastes, medical wastes, hazardous wastes or hazardous substances by the
Company (or, to the knowledge of the Company, any of their predecessors in
interest) at, upon or from any of the property now or previously owned or
leased by the Company in violation of any applicable law, ordinance, rule,
regulation or order, or which would require remedial action under any
applicable law, ordinance, rule, regulation or order, except for any violation
or remedial action which would not be reasonably likely to have, singularly or
in the aggregate, a Material Adverse Effect; except as set forth in, or
specifically contemplated by, the Offering Memorandum there has been no
material spill, discharge, leak, emission, injection, escape, dumping or
release of any kind onto such property or into the environment surrounding
such property of any toxic wastes, solid wastes, hazardous wastes or hazardous
substances due to or caused by the Company or with respect to which the
Company has knowledge, except for any such spill, discharge, leak, emission,
injection, escape, dumping or release which would not be reasonably likely to
have, singularly or in the aggregate, a Material Adverse Effect; and the terms
"hazardous wastes," "medical wastes," "toxic wastes," and "hazardous
substances" shall have the meanings specified in any applicable local, state,
federal and foreign laws or regulations with respect to environmental
protection.

         (nn) None of the Company or any of its affiliates or any person
acting on its or their behalf has engaged or will engage during the applicable
restricted period in any directed selling efforts within the meaning of Rule
902(c) of Regulation S with respect to the Series A Notes, and the Company and
its affiliates and all persons acting on its or their behalf have complied
with and will comply with the offering restrictions requirements of Regulation
S in connection with any offering of the Series A Notes outside of the United
States; provided, that no representation is made by the Company or the
Guarantors as to the Initial Purchasers or any person acting on their behalf.

         (oo) The sale of the Series A Notes pursuant to Regulation S are
"offshore transactions" and are not part of a plan or scheme to evade the
registration provisions of the Securities Act.

         (pp) Prior to the date hereof, neither the Company nor any of its
subsidiaries has taken any action which is designed to or which has
constituted or which reasonably would have been expected to cause or result in
stabilization or manipulation of the price of any debt security of the Company
or its subsidiaries in connection with the offering of the Series A Notes.

         3. Representations, Warranties and Agreements of the Initial
Purchasers.

         (a) Each of the Initial Purchasers hereby represents and warrants to
the Company and the Guarantors that it will offer the Series A Notes for sale
upon the terms and conditions set forth in this Agreement and in the Offering
Memorandum. Each of the Initial Purchasers hereby represents and warrants to,
and agrees with, the Company and the Guarantors that such Initial Purchaser
(i) is a QIB with such knowledge and experience in financial and business
matters as are necessary in order to evaluate the merits and risks of an
investment in the Series A Notes; (ii) is purchasing the Series A Notes
pursuant to a private sale exempt from registration under the Securities Act;
(iii) in connection with the Exempt Resales, will solicit offers to buy the
Series A Notes only from, and will offer to sell the Series A Notes only to,
the Eligible Purchasers in accordance with this Agreement and on the terms
contemplated by the Offering Memorandum; and (iv) will not offer or sell the
Series A Notes, nor has it offered or sold the Series A Notes by, or otherwise
engaged in, any form of general solicitation or general advertising (within
the meaning of Regulation D; including, but not limited to, advertisements,
articles, notices or other communications published in any newspaper,
magazine, or similar medium or broadcast over television or radio, or any
seminar or meeting whose attendees have been invited by any general
solicitation or general advertising) or in any manner involving a public
offering (within the meaning of Section 4(2) of the Securities Act) of the
Series A Notes.

         (b) Each of the Initial Purchasers understands that the Series A
Notes have not been and will not be registered under the Securities Act and
may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons except pursuant to an exemption from the
registration requirements of the Securities Act or outside the U.S. in
accordance with Regulation S or to, or for the account or benefit of, non-U.S.
persons in accordance with Regulation S. Each of the Initial Purchasers
represents and agrees that it has not offered, sold or delivered the Series A
Notes, and will not offer, sell or deliver the Series A Notes (i) as part of
its distribution at any time or (ii) otherwise until 40 days after the later
of the commencement of the offering and the Closing Date or such longer period
as may then be applicable under Regulation S (such period, the "Restricted
Period"), within the United States or to, or for the account or benefit of,
U.S. persons, except in accordance with Rule l44A under the Securities Act or
another applicable exemption. Accordingly, each of the Initial Purchasers
represents and agrees that neither it, its affiliates nor any persons acting
on its or their behalf has engaged or will engage in any directed selling
efforts within the meaning of Rule 902(b) of Regulation S with respect to the
Series A Notes, and it, its affiliates and all persons acting on its behalf
have complied and will comply with the offering restriction requirements of
Regulation S.

         (c) Each of the Initial Purchasers agrees that at or prior to
confirmation of all sales of the Series A Notes pursuant to Regulation S, it
will have sent to each distributor, dealer or person receiving a selling
concession, fee or other remuneration that purchases Series A Notes from it
during the Restricted Period a confirmation or notice substantially to the
following effect:

         "The Notes covered hereby have not been registered under the U.S.
         Securities Act of 1933 (the "Securities Act") and may not be offered
         and sold within the United States or to, or for the account or
         benefit of, U.S. persons (i) as part of their distribution at any
         time or (ii) otherwise until 40 days after the later of the
         commencement of the offering or the closing date, except in either
         case in accordance with Regulation S or Rule 144A if available under
         the Securities Act. Terms used above have the meanings assigned to
         them in Regulation S."

        Each of the Initial Purchasers further agrees that it has not entered
        and will not enter into any contractual arrangement with respect to
        the distribution or delivery of the Series A Notes, except with its
        affiliates or with the prior written consent of the Company.

         (d) Each of the Initial Purchasers agrees not to cause any
advertisement of the Series A Notes to be published in any newspaper or
periodical or posted in any public place and not to issue any circular
relating to the Series A Notes, except such advertisements as may be permitted
by Regulation S.

         (e) The sales of the Series A Notes pursuant to Regulation S are
"offshore transactions" and are not part of a plan or scheme to evade the
registration provisions of the Securities Act.

         (f) Each of the Initial Purchasers understands that the Company and,
for purposes of the opinions to be delivered to you pursuant to Section 7
hereof, counsel to the Company and counsel to the Initial Purchasers, will
rely upon the accuracy and truth of the foregoing representations and you
hereby consent to such reliance.

         (g) Each of the Initial Purchasers understands that the Company and
the Guarantors and, for purposes of the opinions to be delivered to the
Initial Purchasers pursuant to Sections 8(d) and 8(e) hereof, counsel to the
Company and counsel to the Initial Purchasers, will rely upon the accuracy and
truth of the foregoing representations, warranties and agreements and the
Initial Purchasers hereby consents to such reliance.

         (h) Each Initial Purchaser represents and agrees that (i) it has not
offered or sold, and prior to the date which is six months after the issue
date of the Series A Notes will not offer or sell, any Series A Notes to
persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or as agent) for the purposes of their businesses or otherwise in
circumstances which do not constitute an offer to the public in the United
Kingdom for the purposes of the of the Public Offers of Securities Regulations
1995 ("POSR"); (ii) it has complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 (the "FSMA") with
respect to anything done by it in relation to the Series A Notes in, from or
otherwise involving the United Kingdom; and (iii) it has only communicated or
caused to communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) received by it in connection with the issue
or sale of any Series A Notes in circumstances in which section 21(1) of the
FSMA does not apply to the Company.

         The terms used in this Section 3 that have meanings assigned to them
in Regulation S are used herein as so defined.

         4. Purchase and Resale of the Notes by the Initial Purchasers. The
Company and the Guarantors hereby agree, on the basis of the representations,
warranties and agreements of the Initial Purchasers contained herein and
subject to all the terms and conditions set forth herein, to issue and sell to
the Initial Purchasers and, upon the basis of the representations, warranties
and agreements of the Company and the Guarantors herein contained and subject
to all the terms and conditions set forth herein, each Initial Purchaser
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of 98.5% of the principal amount thereof, the principal amount of Notes
set forth opposite the name of such Initial Purchaser in Schedule I hereto.
The Company and the Guarantors shall not be obligated to deliver any of the
securities to be delivered hereunder except upon payment for all of the Series
A Notes to be purchased as provided herein.

         5. Delivery and Payment. Delivery to the Initial Purchasers of and
payment for the Series A Notes shall be made at the office of Skadden, Arps,
Slate, Meager & Flom (Illinois), 333 W. Wacker Drive, Chicago, Illinois, at
7:00 A.M., Chicago time, on the Closing Date, or such other place or time as
you and the Company shall designate. The Series A Notes will be delivered to
the Initial Purchasers against payment by or on behalf of the Initial
Purchasers of the purchase price therefor by wire transfer to such account or
accounts as the Company shall specify prior to the Closing Date or by such
means as the parties hereto shall agree prior to the Closing Date in
immediately available funds, by causing The Depository Trust Company ("DTC")
to credit the Series A Notes to the account of the Initial Purchasers at DTC.
The Series A Notes will be evidenced by one or more global securities in
definitive form (the "Global Notes") and/or by additional definitive
securities, and will be registered, in the case of the Global Notes, in the
name of Cede & Co. as nominee of DTC, and in the other cases, in such names
and in such denominations as the Initial Purchasers shall request prior to
9:30 A.M., New York City time, on the second business day preceding the
Closing Date. The Series A Notes to be delivered to the Initial Purchasers
shall be made available to the Initial Purchasers in New York City for
inspection and packaging not later than 9:30 A.M., New York City time, on the
business day next preceding the Closing Date.

         6. Agreements of the Company and the Guarantors. The Company and each
of the Guarantors agrees:

         (a) To advise you promptly and, if requested by you, to confirm such
advice in writing, of (i) the issuance by any state securities commission of
any stop order suspending the qualification or exemption from qualification of
the Series A Notes for offering or sale in any jurisdiction, or the initiation
of any proceeding for such purpose by the Commission or any state securities
commission or other regulatory authority, and (ii) the happening of any event
that makes any statement of a material fact made in the Offering Memorandum
untrue or that requires the making of any additions to or changes in the
Offering Memorandum in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company and each
Guarantor shall use its reasonable efforts to prevent the issuance of any stop
order or order suspending the qualification or exemption of the Series A Notes
under any state securities or Blue Sky laws and, if at any time any state
securities commission shall issue any stop order suspending the qualification
or exemption of the Series A Notes under any state securities or Blue Sky
laws, the Company and each Guarantor shall use all commercially reasonable
efforts to obtain the withdrawal or lifting of such order at the earliest
possible time.

         (b) To furnish to you, without charge, as many copies of the
Preliminary Offering Memorandum and the Offering Memorandum, and any
amendments or supplements thereto, as you may reasonably request. The Company
and each Guarantor consents to the use of the Preliminary Offering Memorandum
and the Offering Memorandum, and any amendments and supplements thereto
required pursuant to this Agreement, by you in connection with the Exempt
Resales that are in compliance with this Agreement.

         (c) Not to amend or supplement the Offering Memorandum prior to the
Closing Date unless you shall previously have been advised of, and shall not
have reasonably objected to, such amendment or supplement within a reasonable
time, but in any event not longer than five days after being furnished a copy
of such amendment or supplement. The Company shall reasonably promptly
prepare, upon any reasonable request by you, any amendment or supplement to
the Offering Memorandum that may be necessary or advisable in connection with
Exempt Resales. If, in connection with any Exempt Resales or market-making
transactions after the date of this Agreement and prior to the consummation of
the Exchange Offer, any event shall occur that, in the judgment of the Company
or in the judgment of counsel to you, makes any statement of a material fact
in the Offering Memorandum untrue or that requires the making of any additions
to or changes in the Offering Memorandum in order to make the statements in
the Offering Memorandum, in light of the circumstances at the time that the
Offering Memorandum is delivered to prospective Eligible Purchasers, not
misleading, or if it is necessary to amend or supplement the Offering
Memorandum to comply in all material respects with any applicable laws, the
Company shall promptly notify you of such event and prepare an appropriate
amendment or supplement to the Offering Memorandum so that (i) the statements
in the Offering Memorandum as amended or supplemented will, in light of the
circumstances at the time that the Offering Memorandum is delivered to
prospective Eligible Purchasers, not be misleading and (ii) the Offering
Memorandum will comply in all material respects with applicable law.

         (d) To cooperate with you and your counsel in connection with the
qualification of the Series A Notes for offer and sale by you and by dealers
under the state securities or Blue Sky laws of such jurisdictions as you may
reasonably request (provided, however, that the Company shall not be obligated
to qualify as a foreign corporation in any jurisdiction in which it is not now
so qualified or to take any action that would subject it to general consent to
service of process in any jurisdiction in which it is not now so subject or
subject itself to taxation in excess of a nominal amount in any such
jurisdiction where it is not then so subject). Subject to the provisions in
the first sentence of this Section 6(d), the Company shall continue such
qualification in effect so long as required by law for distribution of the
Series A Notes.

         (e) Prior to the Closing Date, to furnish to you, as soon as they
have been prepared, any internal combined financial statements of the Company
that have been prepared by the Company for any period subsequent to the period
covered by the financial statements appearing in the Offering Memorandum.

         (f) To use all commercially reasonable efforts to do and perform all
things required to be done and performed under this Agreement by it prior to
or after the Closing Date and to satisfy all conditions precedent on its part
to the delivery of the Series A Notes.

         (g) Not to sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in the Securities Act) that
would be integrated with the sale of the Series A Notes in a manner that would
require the registration under the Securities Act of the sale to you or the
Eligible Purchasers of the Series A Notes.

         (h) For a period of 90 days from the date of the Offering Memorandum,
not to, directly or indirectly, sell, contract to sell, grant any option to
purchase, issue any instrument convertible into or exchangeable for, or
otherwise transfer or dispose of, any debt securities of the Company in a
public or private offering for cash having a maturity of more than one year
from the date of issue of such securities, except (i) for the Series B Notes
in connection with the Exchange Offer or (ii) with the prior consent of each
of the Initial Purchasers, which consent shall not be unreasonably withheld.

         (i) During any period that the Company is not subject to Section 13
or Section 15(d) of the Exchange Act, for the period that is two years after
the Closing Date or for so long as necessary to comply with Rule l44A in
connection with resales by registered holders or beneficial owners of the
Notes, whichever is longer, to make available to such registered holder or
beneficial owner of the Notes in connection with any sale thereof and any
prospective purchaser of the Notes from such registered holder or beneficial
owner, the information required by Rule 144A(d) (4) under the Securities Act
(or any successor provision thereto).

         (j) To comply with its agreements in the Registration Rights
Agreements, and all agreements set forth in the representation letters of the
Company to DTC relating to the approval of the Notes by DTC for "book-entry"
transfer.

         (k) To use all commercially reasonable efforts to permit the Series A
Notes to be designated Private Offerings, Resales and Trading through
Automated Linkages ("PORTAL") Market securities in accordance with the rules
and regulations adopted by the National Association of Securities Dealers,
Inc. relating to trading in the PORTAL Market and to permit the Series A Notes
to be eligible for clearance and settlement through DTC.

         (l) To apply the net proceeds from the sale of the Series A Notes
being sold by the Company as set forth in the Offering Memorandum under the
caption "Use of Proceeds".

         (m) During the period that is two years after the Closing Date, to
take such steps as shall be necessary to ensure that the Company does not
become an "investment company" within the meaning of such term under the
Investment Company Act of 1940 and the rules and regulations of the Commission
thereunder.

         (n) To not take, directly or indirectly, any action designed to or
that might reasonably be expected to cause or result in stabilization or
manipulation of the price of the Notes to facilitate the sale or resale of the
Notes. Except as permitted by the Securities Act, the Company and its
subsidiaries will not distribute any offering material in connection with the
Exempt Resales.

         7. Expenses. The Company and the Guarantors agree, whether or not the
transactions contemplated by this Agreement are consummated or this Agreement
becomes effective or is terminated, to pay all costs, expenses, fees and taxes
incident to and in connection with: (i) the preparation, printing, filing and
distribution of the Preliminary Offering Memorandum and the Offering
Memorandum (including, without limitation, financial statements and exhibits)
and all amendments and supplements thereto, and furnishing sufficient copies
of such documents as may be reasonably requested by the Initial Purchasers for
use in connection with the Exempt Resales, (ii) the preparation, printing
(including, without limitation, word processing and duplication costs) and
delivery of this Agreement, the Indenture, the Registration Rights Agreement,
all Blue Sky Memoranda and all other agreements, memoranda, correspondence and
other documents printed and delivered in connection herewith and with the
Exempt Resales (but not, however, legal fees and expenses of counsel to the
Initial Purchasers incurred in connection with any of the foregoing other than
reasonable fees of such counsel plus reasonable disbursements incurred in
connection with the preparation, printing and delivery of such Blue Sky
Memoranda), (iii) the issuance and delivery by the Company of the Series A
Notes and by the Guarantors of the Guarantees and any taxes payable in
connection with the issuance and delivery thereof by the Company and the
Guarantors, (iv) the qualification of the Series A Notes and Series B Notes
for offer and sale under the securities or Blue Sky laws of the several states
(including, without limitation, the reasonable fees and disbursements of
counsel to the Initial Purchasers relating to such registration or
qualification), (v) the preparation of certificates for the Series A Notes
including, without limitation, printing and engraving, (vi) the fees,
disbursements and expenses of the Company's counsel and accountants, (vii) all
expenses and listing fees in connection with the application for quotation of
the Notes in PORTAL, (viii) all fees and expenses (including fees and expenses
of counsel) of the Company in connection with approval of the Notes by DTC for
"book-entry" transfer, (ix) the Trustee, any agent of the Trustee and the
counsel for the Trustee in connection with the Indenture, the Series A Notes,
the Guarantees, the Series B Notes, and the Series B Guarantees and (x) the
performance by the Company of its other obligations under this Agreement to
the extent not provided for above. It is understood, however, that except as
provided in this Section 7 and Sections 10 and 12, the Initial Purchasers will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on the resale of any of the Series A Notes by them, and any
advertising expenses, if any, incurred by them in connection with the
Offering.

         8. Conditions of the Initial Purchasers' Obligations. The obligations
of the Initial Purchasers hereunder are subject to the accuracy, when made and
again on the Closing Date as if made again on and as of such date, of the
representations and warranties of the Company and the Guarantors contained
herein, to the performance by the Company and the Guarantors of their
obligations hereunder, and to each of the following additional terms and
conditions:

         (a) The Offering Memorandum shall have been printed and copies made
available to you not later than 5:00 p.m., New York City time, on the business
day following the date of this Agreement, or at such later date and time as
you may approve in writing.

         (b) No Initial Purchaser shall have discovered and disclosed to the
Company on or prior to the Closing Date that the Offering Memorandum or any
amendment or supplement thereto contains an untrue statement of a fact which,
in the opinion of Latham & Watkins, counsel for the Initial Purchasers, is
material or omits to state a fact which, in the opinion of such counsel, is
material and necessary to make the statements contained in the Offering
Memorandum, in the light of the circumstances under which they were made, not
misleading.

         (c) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Series A Notes, the
Guarantees, the Registration Rights Agreement, the Indenture and the Offering
Memorandum, and all other legal matters relating to this Agreement and the
transactions contemplated hereby, shall be reasonably satisfactory in all
material respects to counsel for the Initial Purchasers, and the Company shall
have furnished to such counsel such documents as they reasonably request for
the purpose of enabling them to pass upon such matters.

         (d) Skadden, Arps, Slate, Meagher & Flom (Illinois), special counsel
to the Company, and Donald C. Lewis, General Counsel of the Company, each
shall have furnished to the Initial Purchasers their written opinions
addressed to the Initial Purchasers and dated the Closing Date, in the form
provided separately to the Initial Purchasers on the date hereof, with such
changes, if any, as may be mutually agreed by the parties.

         (e) The Initial Purchasers shall have received from Latham & Watkins
such opinion or opinions, dated the Closing Date, with respect to the issuance
and sale of the Series A Notes, the Offering Memorandum and other related
matters as the Initial Purchasers may reasonably require.

         (f) The Company shall have entered into the Credit Facilities and
other Credit Documents and the Initial Purchasers shall have received
counterparts, conformed as executed, thereof, and the Company shall have
borrowed such amounts thereunder as contemplated in the Offering Memorandum;
provided, that if the proceeds from the issuance of the Series A Notes are to
be placed into a secured proceeds account at the Closing Date, then such
Credit Facility and other Credit Documents may be entered into on or prior to
the closing of the Acquisition.

         (g) The Company and the Trustee shall have entered into the Indenture
and the Initial Purchasers shall have received counterparts, conformed as
executed, thereof.

         (h) The Company and the Initial Purchasers shall have entered into
the Registration Rights Agreement and the Initial Purchasers shall have
received counterparts, conformed as executed, thereof.

         (i) The Initial Purchasers shall have received from each of
PricewaterhouseCoopers, LLP and PwC Deutsche Revision Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, independent certified public accountants,
letters addressed to the Company or Schmalbach-Lubeca, as applicable, and
Lehman Brothers Inc., Deutsche Bank Securities Inc., Banc of America
Securities LLC, Bank One Capital Markets, Inc., BNP Paribas Securities Corp.,
Dresdner Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments Inc.,
SunTrust Capital Markets, Inc. and Wells Fargo Brokerage Services, LLC,
substantially in the form heretofore approved by Lehman Brothers Inc., and
dated the date hereof and the Closing Date, (i) confirming that they are
independent accountants as required by the Securities Act and its Rules and
Regulations or under the rules of the American Institute of Certified Public
Accountants, as applicable, (ii) stating, as of the date of each letter (or,
with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Offering
Memorandum, as of a date not more than five Business Days prior to the date of
each letter), the procedures and findings of such firm with respect to the
financial information and other matters covered by the letter delivered
concurrently with this Agreement and (iii) with respect to the letter
delivered on the Closing Date, confirming the procedures and findings set
forth in the letter delivered concurrently with this Agreement; such letters
shall be reasonably satisfactory to Lehman Brothers Inc.

         (j) The Company shall have furnished to the Initial Purchasers a
certificate, dated as of the Closing Date, of a Vice President and its Chief
Financial Officer or Treasurer stating that (i) the representations,
warranties and agreements of the Company (after giving effect to all
materiality qualifiers therein) and the Guarantors in Section 2 are true and
correct as of such Closing Date and giving effect to the consummation of the
transactions contemplated by the Acquisition Agreement, the Credit Documents
and this Agreement; (ii) the Company and each Guarantor has complied in all
material respects with all its agreements contained herein; and (iii) the
conditions set forth in Sections 8(k) and 8(l) have been fulfilled.

         (k) None of the Company or any of its subsidiaries shall have
sustained, since the date of the latest audited financial statements included
in the Offering Memorandum, (i) any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Offering Memorandum
or (ii) since such date, there shall not have been any change in the capital
stock or long-term debt of the Company, any Material Adverse Effect otherwise
than as set forth or contemplated in the Offering Memorandum, the effect of
which, in any such case described in clause (i) or (ii), is, in the
reasonable, good faith judgment of the Initial Purchasers, so material and
adverse as to make it impracticable or inadvisable to proceed with the payment
for and delivery of the Series A Notes being delivered on such Closing Date on
the terms and in the manner contemplated in the Offering Memorandum.

         (l) Subsequent to the execution and delivery of this Agreement (i) no
downgrading shall have occurred in the rating accorded the Company's debt
securities by any "nationally recognized statistical rating organization," as
that term is defined by the Commission for purposes of Rule 436(g)(2) under
the Securities Act, and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities.

         (m) The Series A Notes shall have been designated for trading on the
PORTAL Market; provided that the failure of the Series A Notes to be so listed
shall not be due to any action taken or failure to act by the Initial
Purchasers.

         (n) If the proceeds from the issuance of the Series A Notes are to be
placed into a secured proceeds account at the Closing Date, the Company shall
have entered into a pledge, security and control agreement in a form
reasonably satisfactory to Lehman Brothers. If such agreement is entered into,
then on the Closing Date, Skadden, Arps, Slate, Meagher & Flom (Illinois),
special counsel to the Company, shall have furnished to the Initial Purchasers
its written opinion addressed to the Initial Purchasers as to the validity and
perfection of the security interest created pursuant to such agreement and
such other matters as the parties may mutually agree, such opinion to be in
form and substance reasonably satisfactory to the Initial Purchasers.

         (o) Subsequent to the execution and delivery of this Agreement there
shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange or the American Stock Exchange or in
the over-the-counter market, or trading in any securities of the Company on
any exchange or in the over-the-counter market, shall have been suspended or
minimum prices shall have been established on any such exchange or such market
by the Commission, by such exchange or by any other regulatory body or
governmental authority having jurisdiction; (ii) a banking moratorium shall
have been declared by federal or state authorities; (iii) the United States
shall have become directly engaged in hostilities, there shall have been an
escalation in hostilities involving the United States or there shall have been
a declaration of a national emergency or war by the United States; or (iv)
there shall have occurred such a material adverse change in general economic,
political or financial conditions (or the effect of international conditions
on the financial markets in the United States shall be such), in each case, as
to make it, in the judgment of the Initial Purchasers, impracticable or
inadvisable to proceed with offering or delivery of the Series A Notes being
delivered on the Closing Date on the terms and in the manner contemplated in
the Offering Memorandum.

         (p) At the Closing Date, the Company's existing credit facilities
dated August 10, 1998 (the "Existing Credit Facilities") shall be repaid in
full, or, if not, then either (1) the Company shall have secured an amendment,
consent or waiver under the Existing Credit Facilities such that the issuance
of the Series A Notes and the transactions contemplated hereby will not cause
a breach of, or default under, the Existing Credit Facilities or (2) the
Initial Purchasers shall have received an opinion of Skadden, Arps, Slate,
Meagher & Flom (Illinois) stating that the issuance of the Series A Notes and
the transactions contemplated hereby will not cause a breach of, or default
under, the Existing Credit Facilities, such opinion to be in form and
substance reasonably satisfactory to the Initial Purchasers. At the Closing
Date, the Company shall provide to the Initial Purchasers evidence reasonably
satisfactory to them of the repayment of or amendment, consent or waiver under
the Existing Credit Facilities.

         All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Initial Purchasers.

         9. Conditions of the Company's and the Guarantors' Obligations. Other
than with respect to Section 7, 10 and 12 hereof, the obligations of the
Company and the Guarantors hereunder are subject to the condition that the
Acquisition shall have been consummated on substantially the terms provided
for in the Acquisition Agreement as entered into on August 29, 2002. The
closing of the offering is conditioned upon such consummation unless, at the
Company's option, the proceeds of the offering are placed in a secured
proceeds account pending consummation of the Acquisition. If the special
mandatory redemption of the Series A Notes occurs in accordance with the
Indenture, this Agreement may be terminated by the Company and the Guarantors;
provided that the provisions of Sections 7, 10 and 12 hereof shall survive
such termination.

         10. Indemnification and Contribution.

         (a) The Company and each Guarantor, jointly and severally, shall
indemnify and hold harmless each Initial Purchaser, its directors, officers
and employees and each person, if any, who controls any Initial Purchaser
within the meaning of the Securities Act, from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to purchases and sales of Notes), to which that Initial Purchaser,
director, officer, employee or controlling person may become subject, under
the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained (A) in the
Preliminary Offering Memorandum or the Offering Memorandum or in any amendment
or supplement thereto or (B) in any blue sky application or other document
prepared or executed by the Company or any Guarantor (or based upon any
written information furnished by the Company or any Guarantor) specifically
for the purpose of qualifying any or all of the Notes under the securities
laws of any state or other jurisdiction (any such application, document or
information being hereinafter called a "Blue Sky Application") or (ii) the
omission or alleged omission to state in the Preliminary Offering Memorandum
or the Offering Memorandum or in any amendment or supplement thereto or in any
Blue Sky Application any material fact or necessary to make the statements
therein in light of the circumstances under which they were made not
misleading, and shall reimburse each Initial Purchaser and each such director,
officer, employee or controlling person promptly upon demand for any legal or
other expenses reasonably incurred by that Initial Purchaser, director,
officer, employee or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company and the Guarantors shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in the Preliminary Offering Memorandum or in any
amendment or supplement thereto, the Registration Statement or the Offering
Memorandum or in any amendment or supplement thereto or in any Blue Sky
Application, in reliance upon and in conformity with written information
concerning such Initial Purchaser furnished to the Company through the Initial
Purchasers by or on behalf of any Initial Purchaser specifically for inclusion
therein; provided further, that the Company and each of the Guarantors shall
not be liable to any Initial Purchaser under the indemnity agreement in this
Section 10(a) to the extent, but only to the extent, that (x) such loss,
claim, damage, or liability of such Initial Purchaser results from an untrue
statement of a material fact or an omission of a material fact contained in
the Preliminary Offering Memorandum, which untrue statement or omission was
completely corrected in the Offering Memorandum and (y) the Company and each
of the Guarantors had previously furnished sufficient quantities of the
Offering Memorandum to the Initial Purchasers within a reasonable amount of
time prior to such sale, and (z) such Initial Purchaser failed to deliver the
Offering Memorandum. The foregoing indemnity agreement is in addition to any
liability which the Company or the Guarantors may otherwise have to any
Initial Purchaser or to any director, officer, employee or controlling person
of that Initial Purchaser.

         (b) Each Initial Purchaser, severally and not jointly, shall
indemnify and hold harmless the Company, each Guarantor, and each of their
respective directors, officers and employees, and each person, if any, who
controls the Company or any Guarantor within the meaning of the Securities
Act, from and against any loss, claim, damage or liability, joint or several,
or any action in respect thereof, to which the Company or any such director,
officer, employee or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained (A) in any Preliminary Offering
Memorandum or the Offering Memorandum or in any amendment or supplement
thereto, or (B) in any Blue Sky Application or (ii) the omission or alleged
omission to state in any Preliminary Offering Memorandum or the Offering
Memorandum, or in any amendment or supplement thereto, or in any Blue Sky
Application, any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, but in
each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information concerning such Initial Purchaser
furnished to the Company by or on behalf of that Initial Purchaser
specifically for inclusion therein, and shall reimburse the Company, any
Guarantor and any such director, officer or controlling person for any legal
or other expenses reasonably incurred by the Company, any Guarantor or any
such director, officer or controlling person in connection with investigating
or defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred. The foregoing indemnity
agreement is in addition to any liability which any Initial Purchaser may
otherwise have to the Company, any Guarantor or any such director, officer,
employee or controlling person.

         (c) Promptly after receipt by an indemnified party under this Section
10 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 10, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however,
that the failure to notify the indemnifying party shall not relieve it from
any liability which it may have under this Section 10 except to the extent it
has been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 10. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party,
to assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Section 10 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. The Initial Purchasers shall have the right to employ
separate counsel in any such action and participate in the defense thereof,
but the reasonable fees and expenses of such counsel shall be at the expense
of such Initial Purchaser unless (i) the employment of such counsel shall have
been specifically authorized in writing by the Company, (ii) the Company shall
have failed to assume the defense and employ counsel, (iii) counsel which has
been provided by the Company reasonably determines that its representation of
such Initial Purchaser would present it with a conflict of interest or (iv)
the named parties to any such action (including any impleaded parties) include
both such Initial Purchaser and the Company, and such Initial Purchaser shall
have been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to
the Company (in which case the Company shall not have the right to assume the
defense of such action on behalf of such Initial Purchaser, it being
understood, however, that the Company shall not, in connection with any one
such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) for all such
Initial Purchasers, which firm shall be designated in writing by Lehman
Brothers Inc. and that all such reasonable fees and expenses shall be
reimbursed as they are incurred). No indemnifying party shall (i) without the
prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding, or (ii) be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with the consent
of the indemnifying party or if there be a final judgment of the plaintiff in
any such action, the indemnifying party agrees to indemnify and hold harmless
any indemnified party from and against any loss or liability by reason of such
settlement or judgment.

         (d) If the indemnification provided for in this Section 10 shall for
any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 10(a) or 10(b) in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits
received by the Company and the Guarantors on the one hand and the Initial
Purchasers on the other from the offering of the Series A Notes or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Guarantors, on the one hand, and the Initial Purchasers, on the other,
with respect to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations. The relative benefits received by the
Company and the Guarantors, on the one hand, and the Initial Purchasers, on
the other, with respect to such offering shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Series A Notes
purchased under this Agreement (before deducting expenses) received by the
Company and the Guarantors, on the one hand, and the total discounts and
commissions received by the Initial Purchasers with respect to the Series A
Notes purchased under this Agreement, on the other hand, bear to the total
gross proceeds from the offering of the Series A Notes under this Agreement,
in each case as set forth on the cover page of the Offering Memorandum. The
relative fault shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company, the
Guarantors or the Initial Purchasers, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company, the Guarantors and the
Initial Purchasers agree that it would not be just and equitable if
contributions pursuant to this Section were to be determined by pro rata
allocation (even if the Initial Purchasers were treated as one entity for such
purpose) or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 10 shall be
deemed to include, for purposes of this Section 10(d), any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 10(d), no Initial Purchaser shall be required to
contribute any amount in excess of the amount by which the total price at
which the Series A Notes purchased by it and resold to Eligible Purchasers
exceeds the amount of any damages which such Initial Purchaser has otherwise
paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Initial Purchasers' obligations to
contribute as provided in this Section 10(d) are several in proportion to
their respective underwriting obligations and not joint.

         (e) The Initial Purchasers severally confirm and the Company and
Guarantors acknowledge that the statements with respect to the offering of the
Series A Notes by the Initial Purchasers set forth in the last paragraph on
the cover page, the stabilization legend on pages ii and iii, and the
information contained in the fifth, sixth, eleventh, twelfth and thirteenth
paragraphs of the section entitled "Plan of Distribution" in the Offering
Memorandum are correct and constitute the only information concerning such
Initial Purchasers furnished in writing to the Company by or on behalf of the
Initial Purchasers specifically for inclusion in the Offering Memorandum.

         11. Termination.

         (a) The obligations of the Initial Purchasers hereunder may be
terminated by the Initial Purchasers by notice given to the Company prior to
delivery of and payment for the Series A Notes if, prior to that time, any of
the events described in Section 8(k), (l) or (o) shall have occurred or if the
Initial Purchasers shall decline to purchase the Series A Notes for any reason
permitted under this Agreement.

         (b) The obligations of the Company and the Guarantors hereunder may
be terminated by the Company and the Guarantors if the Acquisition shall not
have been consummated prior to or concurrently with the Closing of the
Offering unless, at the Company's option, the proceeds of the offering are
placed in a secured proceeds account at Closing; provided that the provisions
of Sections 7, 10 and 12 hereof shall survive such termination. The Company
and Guarantors may terminate their obligations under this Agreement if the
Acquisition shall not have been consummated on substantially the terms
provided for in the Acquisition Agreement on or prior to 30 days after the
Closing of the offering or the Acquisition Agreement is terminated prior to 30
days after the Closing of the offering; provided that the provisions of
Sections 7, 10 and 12 hereof shall survive such termination.

         12. Reimbursement of Initial Purchasers' Expenses. If the Company and
the Guarantors shall fail to tender the Series A Notes and Guarantees for
delivery to the Initial Purchasers by reason of any failure, refusal or
inability on the part of the Company or any Guarantor to perform any agreement
on its part to be performed, or because any other condition of the Initial
Purchasers' obligations hereunder required to be fulfilled by the Company or
any Guarantor is not fulfilled, the Company and the Guarantors will reimburse
the Initial Purchasers for all reasonable out-of-pocket expenses (including
the reasonable fees and disbursements of its counsel) (accompanied by
documentation) incurred by the Initial Purchasers in connection with this
Agreement and the proposed purchase of the Series A Notes, and upon demand the
Company and the Guarantors shall pay the full amount thereof to the Initial
Purchasers.

         13. Notices, Etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

         (a) if to the Initial Purchasers, shall be delivered or sent by mail
or facsimile transmission to Lehman Brothers Inc., 745 7th Avenue, New York,
New York 10019, Attention: Stephen Mehos (Fax: (646) 758-4477), with a copy,
in the case of any notice pursuant to Section 9(c), to the Director of
Litigation, Office of the General Counsel, Lehman Brothers Inc., 399 Park
Avenue, New York, New York 10022;

         (b) if to the Company or the Guarantors, shall be delivered or sent
by mail or facsimile transmission to Ball Corporation, 10 Longs Peak Drive,
Broomfield, Colorado 80021-2510, Attention: Charles Baker (Fax: (303)
460-2691), with a copy to Skadden, Arps, Slate, Meagher & Flom, 333 West
Wacker Drive, Suite 2100, Chicago, Illinois 60606, Attention: Brian Duwe (Fax:
(312) 407-0411);

         provided, however, that any notice to an Initial Purchaser pursuant
to Section 9(c) shall be delivered or sent by mail or facsimile transmission
to such Initial Purchaser at its address set forth in its acceptance telex to
Lehman Brothers Inc., which address will be supplied to any other party hereto
by Lehman Brothers Inc. upon request. Any such statements, requests, notices
or agreements shall take effect at the time of receipt thereof. The Company
shall be entitled to act and rely upon any request, consent, notice or
agreement given or made on behalf of the Initial Purchasers by Lehman Brothers
Inc. as if the request, consent, notice or agreement was given by all of the
Initial Purchasers.

         14. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Initial Purchasers, the
Company, the Guarantors and their respective successors. This Agreement and
the terms and provisions hereof are for the sole benefit of only those
persons, except that (i) the representations, warranties, indemnities and
agreements of the Company and the Guarantors contained in this Agreement shall
also be deemed to be for the benefit of the persons, if any, who control any
Initial Purchaser within the meaning of Section 15 of the Securities Act and
(ii) the representations, warranties, indemnities and agreements of the
Initial Purchasers contained in this Agreement shall be deemed to be for the
benefit of directors, officers and employees of each of the Company and the
Guarantors and any person controlling the Company and the Guarantors within
the meaning of Section 15 of the Securities Act. Nothing in this Agreement is
intended or shall be construed to give any person, other than the persons
referred to in this Section 14, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein.

         15. Survival. The respective indemnities, representations, warranties
and agreements of the Initial Purchasers, the Company and the Guarantors
contained in this Agreement or made by or on behalf on them, respectively,
pursuant to this Agreement, shall survive the delivery of and payment for the
Series A Notes and shall remain in full force and effect, regardless of any
investigation made by or on behalf of any of them or any person controlling
any of them.

         16. Definition of the Terms "Business Day" and "Subsidiary". For
purposes of this Agreement, (a) "business day" means any day on which the New
York Stock Exchange, Inc. is open for trading and (b) "subsidiary" has the
meaning set forth in Rule 405 of the Rules and Regulations.

         17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.

         18. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

         19. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.



         If the foregoing correctly sets forth the agreement among the
Company, the Guarantors, and the Initial Purchasers, please indicate your
acceptance in the space provided for that purpose below.

                             Very truly yours,

                             BALL CORPORATION.


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


                             BALL AEROSPACE AND TECHNOLOGIES CORP.


                             By /s/ David Taylor
                                -----------------------------------
                             Name:   David L. Taylor
                             Title:  President and Chief Executive Officer


                             BALL METAL BEVERAGE CONTAINER CORP.


                             By /s/ Elizabeth A. Overmyer
                                ----------------------------------
                             Name:   Elizabeth A. Overmyer
                             Title:  Assistant Secretary


                             BALL METAL FOOD CONTAINER CORP.


                             By /s/ Elizabeth A. Overmyer
                                ----------------------------------
                             Name:   Elizabeth A. Overmyer
                             Title:  Secretary


                             BALL METAL PACKAGING SALES CORP.


                             By /s/ Elizabeth A. Overmyer
                                ---------------------------------
                             Name:   Elizabeth A. Overmyer
                             Title:  Assistant Secretary


                             BALL PACKAGING CORP.


                             By /s/ Elizabeth A. Overmyer
                                ----------------------------------
                             Name:   Elizabeth A. Overmyer
                             Title:  Assistant Secretary


                             BALL PLASTIC CONTAINER CORP.


                             By /s/ Elizabeth A. Overmyer
                                ---------------------------------
                             Name:   Elizabeth A. Overmyer
                             Title:  Assistant Secretary


                             BALL TECHNOLOGIES HOLDINGS CORP.


                             By /s/ W. Keith Tipton
                                --------------------------------
                             Name:   W. Keith Tipton
                             Title:  Assistant Secretary


                             LATAS DE ALUMINIO BALL, INC.


                             By /s/ W. Keith Tipton
                                --------------------------------
                             Name:   W. Keith Tipton
                             Title:  Assistant Secretary


                             BALL PAN-EUROPEAN HOLDINGS, INC.

                             By /s/ Charles E. Baker
                                --------------------------------
                             Name:   Charles E. Baker
                             Title:  Assistant Secretary


                             BG HOLDINGS I, INC.


                             By /s/ Elizabeth A. Overmyer
                                ---------------------------------
                             Name:   Elizabeth A. Overmyer
                             Title:  Assistant Secretary


                             BG HOLDINGS II, INC.


                             By /s/ Elizabeth A. Overmyer
                                ---------------------------------
                             Name:   Elizabeth A. Overmyer
                             Title:  Assistant Secretary


                             EFRATOM HOLDING INC.


                             By /s/ Elizabeth A. Overmyer
                                ---------------------------------
                             Name:   Elizabeth A. Overmyer
                             Title:  Assistant Secretary


This Purchase Agreement is accepted
as of the date first written above.

Accepted:

LEHMAN BROTHERS INC.
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS SECURITIES CORP.
DRESDNER KLEINWORT WASSERSTEIN-GRANTCHESTER, INC.
MCDONALD INVESTMENTS INC.
SUNTRUST CAPITAL MARKETS, INC.

WELLS FARGO BROKERAGE SERVICES, LLC

         By LEHMAN BROTHERS INC.


         By /s/ Stephen Mehos
            ---------------------------
         Name:    Stephen Mehos
         Title:   Senior Vice President


<PAGE>



                                  SCHEDULE I

                                                                 Principal
                                                                 Amount of
                                                                   Notes
                                                                   to be
                   Initial Purchasers                            Purchased

Lehman Brothers Inc..........................................    $120,000,000
Deutsche Bank Securities Inc.................................      84,000,000
Banc of America Securities LLC...............................      30,000,000
Bank One Capital Markets, Inc................................      15,000,000
BNP Paribas Securities Corp.                                       15,000,000
Dresdner Kleinwort Wasserstein-Grantchester, Inc.                   9,000,000
McDonald Investments Inc.                                           9,000,000
SunTrust Capital Markets, Inc.                                      9,000,000
Wells Fargo Brokerage Services, LLC                                 9,000,000

                                                             -----------------
     Total...................................................    $300,000,000
                                                             =================


<PAGE>
                                                                       Exhibit A

                                  Guarantors

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

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

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

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

5.  Ball Packaging Corp., a Colorado corporation

6.  Ball Plastic Container Corp., a Colorado corporation

7.  Ball Technologies Holdings Corp., a Colorado corporation

8.  Latas de Aluminio Ball, Inc., a Delaware corporation

9.  Ball Pan-European Holdings, Inc., a Delaware corporation

10. BG Holdings I, a Delaware corporation

11. BG Holdings II, a Delaware corporation

12. Efratom Holding Inc., a Colorado corporation

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>chi340032.txt
<DESCRIPTION>EXHIBIT 2.2
<TEXT>
                                                                  Exhibit 2.2

Amendment Agreement

                               AMENDMENT AGREEMENT

                                    to the

                       SHARE SALE AND TRANSFER AGREEMENT

                                    between

                        Schmalbach-Lubeca Holding GmbH

                               AV Packaging GmbH

                       Ball Pan-European Holdings, Inc.

                               Ball Corporation

                                      and

                        Ball (Germany) Acquisition GmbH

                            dated December 18, 2002


<PAGE>



UR. Nr. H 3819 / 2002

                                 NOTARIAL DEED

negotiated at Dusseldorf this 18 (eighteenth) of December 2002 (two thousand and
two).

Before me, the undersigned Notary Public

                              Dr. Armin Hauschild

at  Dusseldorf today appeared:

1.       Dr. Harald Selzner, born June 5, 1964, attorney-at-law, German
         citizen, with business address at Breite Stra(beta)e 69, 40213
         Dusseldorf and with private domicile at An den Buchen 5, 40629
         Dusseldorf, known by person,

         here not acting in his own name but as representative in the name and
         on behalf of

                  Schmalbach-Lubeca Holding GmbH, a German limited liability
                  company with business address at Breite Stra(beta)e 69, 40213
                  Dusseldorf, Germany,

                                       - hereinafter referred to as "Seller" -

         by virtue of certified power of attorney dated August 21/23, 2002 the
         original of which was presented to the Notary Public and a certified
         copy of which is attached to this Notarial Deed;

2.       Dr. Marco Sustmann, born June 23, 1970, attorney-at-law, German
         citizen, with business address at Breite Stra(beta)e 69, 40213
         Dusseldorf and with private domicile at Fasanenstra(beta)e 12, 41751
         Viersen, known by person,

         here not acting in his own name but as representative in the name and
         on behalf of

                  AV Packaging GmbH, a German limited liability company with
                  business address at Theresienstra(beta)e 1-7, 80333 Munchen,
                  Germany,

                           - hereinafter referred to as "Seller's Guarantor" -

         by virtue of certified power of attorney dated August 21/23, 2002 the
         original of which was presented to the Notary Public and a certified
         copy of which is attached to this Notarial Deed;

3.       Dr. Ingo Scholz, born May 9, 1970, attorney-at-law, German citizen,
         with business address at Frankfurter Welle 5/Reuterweg 18, 60322
         Frankfurt, and with private domicile at Eichendorfstr. 63 A, 60320
         Frankfurt, identified by his identity card no. 4012431898,

         here not acting in his own name but as representative in the name
         and on behalf of

         (a)      Ball Pan-European Holdings, Inc., a Delaware incorporated
                  company with business address at 14270 Ramona Avenue, Chino,
                  CA 91710, United States,

                                    - hereinafter referred to as "Purchaser" -

                  by virtue of certified power of attorney dated August 26, 2002
                  and December 13, 2002 the original of which was presented to
                  the Notary Public and a certified copy of which is attached to
                  this Notarial Deed;

         (b)      Ball Corporation, an Indiana incorporated company with
                  business address at 10 Longs Peak Drive, Broomfield, CO
                  80021, United States,

                        - hereinafter referred to as "Purchaser's Guarantor" -

                  by virtue of certified power of attorney dated August 26, 2002
                  and December 13, 2002 the original of which was presented to
                  the Notary Public and a certified copy of which is attached to
                  this Notarial Deed;

4.       Mr. John Arthur Hayes, born December 2, 1965, American citizen, with
         business address at Pempelforter Stra(beta)e 50, 40211 Dusseldorf and
         with private address 6213 Reserve Drive in Bolder, CO 80303, United
         States, identified by American passport no. 110761539

         here not acting in his own name but as representative in the name and
         on behalf of

         (c)      Ball (Germany) Acquisition GmbH, a German limited liability
                  company with business address at Pempelforter Stra(beta)e
                  50, 40211 Dusseldorf, Germany,

                          - hereinafter referred to as "Purchaser's Nominee" -

                  as managing director with authority to represent the company
                  solely.

The Notary Public informed the persons appeared of the contents of Section 3 (1)
No. 7 of the German Notarization Act (Beurkundungsgesetz). The persons appeared
confirmed that the Notary Public and his firm have not been involved in the
transaction at hand within the meaning of the provision referred to above.

The persons appeared requested this Notarial Deed including its Annexes to be
notarized in the English language. The Notary Public who is in sufficient
command of the English language ascertained that also the persons appeared are
in sufficient command of the English language.

The persons appeared, acting as stated above, requested the notarization of the
following:

                                    PREAMBLE

1.       WHEREAS the Seller, the Seller's Guarantor, the Purchaser and the
         Purchaser's Guarantor on August 29/30, 2002, entered into a share sale
         and transfer agreement (UR. Nr. H 2545 / 2002 Notary Public Dr. Armin
         Hauschild at Dusseldorf) ("Agreement").

2.       WHEREAS the parties hereto intend to amend the Agreement and the
         notarial deed (UR. Nr. H 2544/2002 of the Notary Public Dr. Armin
         Hauschild at Dusseldorf) dated August 29/30, 2002 ("Notarial Deed")
         based on, and subject to, the terms and conditions of this agreement
         ("Amendment Agreement").

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:


                                      I.

                           REPLACEMENT OF PURCHASER

The parties hereto agree that the Purchaser's Nominee hereby joins the
Agreement replacing the Purchaser by the assumption of any and all rights and
obligations of the Purchaser under the Agreement and the Notarial Deed. It is
acknowledged by the parties hereto, however, that nothing in this Part I shall
affect or limit the liability of the Purchaser's Guarantor under the
Agreement.

                                     II.

                      SALE AND TRANSFER OF COMPANY SHARES

1.       On the terms set forth in the Agreement, as amended by this Amendment
         Agreement, the Seller hereby sells and, subject to the satisfaction
         or, if applicable, waiver of all conditions set forth in Part IX
         Sections 1 and 2 of the Agreement, transfers to the Purchaser's
         Nominee, who accepts such sale and transfer, the Company Shares with
         all dividend and dividend drawing rights (Gewinn- und
         Gewinnbezugsrechte) relating to the profits not yet distributed on
         the Closing Date and all subscription and other rights pertaining to
         the Company Shares.

2.       The parties to this Amendment Agreement hereby agree that the
         provision set forth in Part I Section 4 of the Agreement shall be
         modified, and replaced, as follows:

                  "The parties hereby irrevocably instruct the Notary Public to
                  notify the Company as to the sale and transfer of the Company
                  Shares in accordance with Section 16 of the German Act on
                  Limited Liability Companies (GmbH-Gesetz, GmbHG) subject,
                  however, to the receipt of the parties' written confirmation
                  by the Notary Public that all conditions set forth in Part IX
                  Sections 1 and 2 below have been satisfied or waived. The
                  parties hereto shall be obligated to issue such written
                  confirmation to the Notary Public upon such satisfaction or
                  waiver.

                  The Notary Public shall notify the Company by submitting a
                  copy of this Notarial Deed (excluding Parts II to VIII below).

                  Notwithstanding the foregoing, the parties may directly notify
                  the Company as to the sale and transfer of the Company Shares
                  in accordance with Section 16 of the German Act on Limited
                  Liability Companies (GmbH-Gesetz, GmbHG)."


                                     III.

                                   PAYMENTS

1.       Any payments to the Seller under the Agreement, including but not
         limited to the Estimated Purchase Price and the Purchase Price, shall
         be made by money transfer to the Seller's account number 23369400 with
         Deutsche Bank in London (Swift Code: DEUTGB3L).

2.       Any payments to the Purchaser's Nominee, including but not limited to
         any adjustments to the Estimated Purchase Price and the Purchase Price,
         shall be made by money transfer to a bank account to be designated by
         the Purchaser's Nominee by written notice to the Seller.


                                     IV.

                                CERTAIN COVENANTS

1.       The parties to this Amendment Agreement hereby agree that the
         provisions set forth in Part II Section 4, last sentence, Part II
         Section 12, last sentence and Part II Section 16 of the Agreement
         shall be deleted.

2.       The Purchaser's Nominee hereby undertakes to convene a shareholders'
         meeting of the Company on the Closing Date immediately after all
         conditions precedent set forth in Part IX Sections l and 2 of the
         Agreement have been satisfied or waived and to properly discharge all
         members of the supervisory board which have resigned from their
         positions pursuant to the provision in Part IX Section 2 lit. (c);
         provided, however, that such discharge shall not release any such
         members of the supervisory board, the Seller or the Seller's
         Guarantor from any actions taken by such members of the supervisory
         board prior to the consummation of the transfer of the Company
         Shares.

3.       (a)      The Seller and the Seller's Guarantor undertake to use all
                  efforts which can be reasonably expected to procure that
                  certain rights and obligations of Schmalbach or any other of
                  the Matrix Sellers under the Matrix Agreement (including
                  those under Section 5.18 and Article 9 of the Matrix
                  Agreement), shall be assigned and transferred to an
                  Affiliate of the Seller or to a third party nominated by the
                  Seller (it being agreed and understood that Seller and
                  Seller's Guarantor shall have no obligation to effect any
                  agreement which Seller and Seller's Guarantor, using
                  reasonable discretion, deem to be adverse to the interests
                  of Seller and Seller's Guarantor).

         (b)      The Purchaser's Nominee hereby undertakes to procure that,
                  upon request of the Seller, certain rights and obligations
                  of Schmalbach or any other of the Matrix Sellers under the
                  Matrix Agreement (including those under Section 5.18 and
                  Article 9 of the Matrix Agreement), shall be assigned and
                  transferred to an Affiliate of the Seller or to a third
                  party nominated by the Seller (it being agreed and
                  understood that Purchaser's Nominee shall have no obligation
                  to effect any agreement which Purchaser's Nominee, using
                  reasonable discretion and after taking into account the
                  indemnification obligation set forth in the following
                  sentence, deems to be adverse to the interests of the
                  Purchaser's Nominee and its Affiliates). All obligations and
                  Liabilities of Schmalbach based on, or resulting from, such
                  assignment and transfer shall be covered by the
                  indemnification undertaking of the Seller pursuant to Part
                  II Section 6 lit. (a) (i) of the Agreement.


                                      V.

                                 CONSIDERATION

1.       The parties to this Amendment Agreement hereby agree that the
         provision set forth in Part III Section 1 of the Agreement shall be
         modified, and replaced, as follows:

                  "The entire consideration for the sale and transfer of the
                  Company Shares and for all other obligations assumed by the
                  Seller under this Agreement shall be (euro) 1,175,000,000 (in
                  words: Euro one billion one hundred seventy five million) less
                  the consolidated Net Purchase Price Adjustments (as defined
                  below) of the BevCan Companies ("Purchase Price") subject,
                  however, to the adjustments set forth in Sections 3 to 6
                  below. On the Closing Date, the Purchaser shall pay the Seller
                  (euro) 922,300,000 (in words: Euro nine hundred twenty two
                  million three hundred thousand) ("Estimated Purchase Price").

                  For purposes of this Agreement, "Net Purchase Price
                  Adjustments" means (x) the sum of (i) the Applicable Pension
                  Liabilities (as defined below), (ii) the amount of
                  Indebtedness set forth in the Final Closing Financial
                  Statements, (iii) the ABS Liabilities set forth in the Final
                  Closing Financial Statements and (iv) all payment obligations
                  of the BevCan Companies under the OTIP not fully settled at or
                  prior to the Closing Date, reduced by (y) the sum of cash and
                  cash equivalents set forth in the Final Closing Financial
                  Statements (except for an amount equal to USD 6,800,000 (in
                  words: US Dollars six million eight hundred thousand).

                  "Applicable Pension Liabilities" means an amount of (euro)
                  251,000,000 (in words: Euro two hundred fifty one million) as
                  mutually agreed by the parties hereto, reduced by an amount of
                  (euro) 5,200,000 (in words: Euro five million two hundred
                  thousand) representing Pension Liabilities relating to former
                  employees of Impress.

                  For purposes of calculating the Net Purchase Price
                  Adjustments, all payment claims of the BevCan Companies
                  against the Seller or any of its Affiliates (other than the
                  BevCan Companies, but including, without limitation, the
                  Affiliates acquired from the BevCan Companies under Part II
                  Section 6 of the Agreement) arising out of transactions
                  entered into in the ordinary course of business of the BevCan
                  Companies consistent with past practices not fully settled at
                  or prior to the Closing Date (as defined in the Agreement)
                  shall be deemed to be "cash or cash equivalents" as of the
                  Closing Date and all payment claims of the Seller and its
                  Affiliates (other than the BevCan Companies, but including,
                  without limitation, the Affiliates acquired from the BevCan
                  Companies under Part II Section 6 of the Agreement) against
                  the BevCan Companies arising out of transactions entered into
                  in the ordinary course of business of the BevCan Companies
                  consistent with past practices not fully settled at or prior
                  to the Closing Date shall be deemed to be "Indebtedness" as of
                  the Closing Date. The parties are in agreement that such
                  payment claims shall be settled in the ordinary course
                  consistent with past practices, but in no event later than ten
                  Business Days (as defined in the Agreement) after the
                  submission of the Final Closing Financial Statements (it being
                  agreed and understood by the parties that, notwithstanding the
                  foregoing, any payment claims not settled at the latest ten
                  Business Days after the submission of the Final Closing
                  Financial Statements shall not be deemed "cash or cash
                  equivalents" or "Indebtedness", as applicable, for the
                  purposes of calculating the Net Purchase Price Adjustments,
                  and any such payment claims shall be waived and cease to
                  exist, except for those payment claims resulting from, or
                  connected with, E.ON AG or Allianz AG or any of their
                  respective Affiliates (other than the Seller or the Seller's
                  Guarantor)).

2.       The parties to this Amendment Agreement agree that both, the cash
         amount of (euro) 130,768,000 and any other amounts withheld by the
         Company in connection with the Company Distributions for withholding
         tax purposes (Kapitalertragsteuer, Solidaritatszuschlag), as well
         as the Company's undertaking to transfer such amounts to the competent
         tax authorities shall not be considered "cash and cash equivalents" or
         "Indebtedness" for purposes of, and shall have no effect on, the Net
         Purchase Price Adjustments under the Agreement.


                                     VI.

                               DISCLOSURE UPDATE

The parties to this Amendment Agreement hereby agree on, and acknowledge, the
Disclosure Update (as defined in the Agreement) attached hereto as Annex 1.


                                     VII.

                               DIRECT PURCHASES

1.       The parties to this Amendment Agreement hereby agree that the
         undertakings to effect the Direct Purchases set forth in Section 1
         and 2 of Annex 4 to the Agreement shall be limited to the execution
         of the share sale and transfer agreement relating to the disposal of
         100% of the equity of Continental Can France S.A.S. ("CCF"), a draft
         of which is attached as Annex 2 hereto.

2.       The execution of the Direct Purchases set forth in Section 1 above
         shall occur prior to, or on, the Closing Date and shall have no
         effect on the representations and warranties or any other rights,
         claims, liabilities and obligations of the parties under the
         Agreement and this Amendment Agreement. In furtherance of the
         foregoing, the parties hereto further agree that:

         (a)      The terms "BevCan Subsidiaries" and "BevCan Companies" in
                  the Agreement shall include all subsidiaries set forth on
                  pages 1 to 3 of Annex 1 to the Agreement regardless of
                  whether such subsidiaries have been transferred to any
                  direct or indirect subsidiary of the Purchaser's Guarantor
                  prior to the consummation of the sale and transfer of the
                  Company Shares; and

         (b)      following the consummation of the Direct Purchases set forth
                  in Section 1 above, any and all provisions of the Agreement
                  shall be applied as if no Direct Purchases were consummated
                  prior to the consummation of the sale and transfer of the
                  Company Shares.

3.       The parties agree that, if the consummation of the transfer of the
         Company Shares does not occur prior to 11:30 p.m. (Central European
         Time) on Thursday, December 19, 2002 (the "Closing Deadline"), the
         Seller and the Purchaser's Guarantor shall provide a written
         notification to (i) Ball (France) Holdings, S.A.S., a corporation
         incorporated under the laws of the Republic of France and an indirect
         subsidiary of Purchaser's Guarantor and (ii) the Company, in each
         case by no later than 5 p.m. (Central European Time) on Friday,
         December 20, 2002 that the consummation of the sale and transfer of
         the Company Shares has not occurred.

4.       The Seller and the Seller's Guarantor undertake to indemnify the
         Purchaser's Nominee, the Purchaser's Guarantor and each of their
         Affiliates from any and all Tax Liabilities resulting from a
         notification issued by the Seller that the consummation of the
         transfer of the Company Shares did not occur prior to the Closing
         Deadline, although the consummation of the transfer of the Company
         Shares did actually occur prior to the Closing Deadline, including,
         without limitation, any Tax Liabilities relating to income which the
         Purchaser's Guarantor or any of its Affiliates may have been able to
         deduct for any reason (including, without limitation, as a result of
         interest deductions arising from any intragroup indebtedness among
         any Affiliates of Purchaser's Guarantor) if the Purchaser's Guarantor
         or one of its Affiliates had acquired CCF from the Company prior to
         the consummation of the transfer of the Company Shares.

         The Purchaser's Nominee and the Purchaser's Guarantor shall indemnify
         and hold the Seller, the Seller's Guarantor and their Affiliates fully
         and in good time harmless from all obligations and Liabilities, accrued
         or contingent, based on or resulting from Purchaser's Guarantor's
         failure to issue a notification pursuant to Section 3 above, although
         the consummation of transfer of the Company Shares did not occur prior
         to the Closing Deadline.

         The Seller and the Seller's Guarantor shall indemnify and hold the
         Purchaser's Nominee, the Purchaser's Guarantor and their Affiliates
         fully and in good time harmless from all obligations and Liabilities,
         accrued or contingent, based on or resulting from Seller's failure to
         issue a notification pursuant to Section 3 above, although the
         consummation of transfer of the Company Shares did not occur prior to
         the Closing Deadline.


                                    VIII.

                                    CLOSING

The parties to this Amendment Agreement hereby agree that the provision set
forth in Part IX Section 1 of the Agreement shall be modified, and replaced, as
follows:

         "The transfer of the Company Shares pursuant to Part I Section 1 above
         is subject to the satisfaction or, in case of lit. (c) and (f) below,
         waiver of the following conditions precedent (aufschiebende
         Bedingungen):

         (a)      completion of all merger control proceedings in Germany and
                  Poland without interdiction of any transaction contemplated
                  by this Agreement, be it by lapse of time or written
                  confirmation to that effect;

         (b)      [intentionally omitted];

         (c)      completion of the Asset Transfer as set forth in Part II
                  Section 6 lit. (i) above;

         (d)      completion of the Squeeze-Out as set forth in Part II
                  Section 9 above;

         (e)      completion of the Conversion as set forth in Part II Section
                  10 above by registration of the conversion resolution with
                  the competent commercial register;

         (f)      completion of the Company Distributions as set forth in Part
                  II Section 12 above and receipt of all distributed amounts
                  by the Seller;

         (g)      receipt of the Estimated Purchase Price by the Seller as set
                  forth in Part III Section 7 lit. (a) above; and

         (h)      if required under the Company's articles of association, the
                  shareholders' meeting of the Company and the Company have
                  consented to the sale and transfer of the Company Shares."


                                     IX.

                                 MISCELLANEOUS

1.       The fees for the notarization of this Amendment Agreement shall be
         split in half between the Seller and the Purchaser's Nominee. Apart
         therefrom, each party hereto shall bear its own costs and taxes and the
         costs of its advisors.

2.       The Agreement, as amended by this Amendment Agreement, is and shall
         continue to be in full force and effect and is hereby in all respects
         ratified and confirmed. Nothing in this Amendment Agreement shall waive
         or be deemed to waive or modify (except as set forth herein) any rights
         or obligations of any of the parties under the Agreement.

3.       If a provision of this Amendment Agreement should be or become invalid
         or not contain a necessary regulation, the validity of the other
         provisions of this Amendment Agreement shall not be affected thereby.
         The invalid provision shall be replaced and the gap be filled by a
         legally valid arrangement which corresponds as closely as possible to
         the intention of the parties or what would have been the intention of
         the parties according to the aim and purpose of this Amendment
         Agreement if they had recognized the gap.

4.       This Amendment Agreement shall be governed by the laws of the Federal
         Republic of Germany. Any dispute among the parties with respect to the
         terms of this Amendment Agreement will be settled in accordance with
         the arbitration clause provided in Part X Section 8 of the Agreement.
         In order to facilitate the comprehensive resolution of disputes between
         the parties under the Agreement and this Amendment Agreement, any
         claims between any of the parties to this Amendment Agreement and any
         claims between any of the parties to the Agreement may be brought in a
         single arbitration.

5.       None of the parties hereto shall make, or cause to be made, except as
         maybe otherwise required by law, any disclosure or announcement in
         respect of this Amendment Agreement, its contents or any of the
         transactions contemplated thereby to any third party in the business
         community, without the prior written consent of the other party.

6.       This Amendment Agreement shall be binding upon and inure to the benefit
         of the parties hereto and their respective successors and assigns, but
         this Amendment Agreement may not be assigned by any party without the
         written consent of the other parties; provided, however, that this is
         not intended to restrict the Direct Purchases.

7.       The inclusion of any word or phrase in this Amendment Agreement in the
         German language shall not be deemed to place any limitations on the
         concept or item discussed therein.

8.       Capitalized terms in this Amendment Agreement shall have the same
         meaning as defined in the Agreement if not expressly stated otherwise.

This deed, these parts of its Annex 1 which are reflected in a marked-up version
and additionally initialled "H" as well as Annex 2 were read to the individuals
present by the notary. The remaining parts of the Annexes are attached for
identification purposes only.

Thereafter the individuals present approved this deed including its Annexes and
signed this deed with me, the notary, as follows:

/s/  Harald Selzner

/s/  Marco Sustmann

/s/  Ingo Scholz

/s/  John A. Hayes

/s/  Armin Hauschild, Notary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>chi365060.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
                                                                   Exhibit 4.1

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





                         REGISTRATION RIGHTS AGREEMENT

                         Dated as of December 19, 2002

                                 by and among

                               Ball Corporation

                           Guarantors Parties Hereto

                                      and


                             Lehman Brothers Inc.
                         Deutsche Bank Securities Inc.
                        Banc of America Securities LLC
                        Banc One Capital Markets, Inc.
                         BNP Paribas Securities Corp.
              Dresdner Kleinwort Wasserstein-Grantchester, Inc.
                          McDonald Investments Inc.
                        SunTrust Capital Markets, Inc.
                                      and
                      Wells Fargo Brokerage Services, LLC


<PAGE>

This Registration Rights Agreement (this "Agreement") is made and entered into
as of December 19, 2002, by and among Ball Corporation, an Indiana corporation
(the "Company"), each of the Guarantors listed on Exhibit A hereto (each a
"Guarantor", and together, the "Guarantors") and Lehman Brothers Inc. ("Lehman
Brothers"), Deutsche Bank Securities Inc., Banc of America Securities Inc.,
Banc One Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner
Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments Inc., SunTrust
Capital Markets, Inc. and Wells Fargo Brokerage Services, LLC (together, the
"Initial Purchasers"), each of whom has agreed to purchase the Company's 6
7/8% Senior Notes due 2012 (the "Series A Notes") pursuant to the Purchase
Agreement, dated December 5, 2002, (the "Purchase Agreement"), by and among
the Company, the Guarantors and the Initial Purchasers. In order to induce the
Initial Purchasers to purchase the Series A Notes, the Company and the
Guarantors have agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 4 of the Purchase
Agreement.

         The parties hereby agree as follows:

SECTION 1. DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         "Act": The Securities Act of 1933, as amended.

         "Affiliate": As defined in Rule 144A.

         "Business Day": Any day except a Saturday, Sunday or other day in the
City of New York, or in the city of the corporate trust office of the Trustee,
on which banks are authorized to close.

         "Broker-Dealer": Any broker or dealer registered under the Exchange
Act.

         "Broker-Dealer Transfer Restricted Securities": Series B Notes that
are acquired by a Broker-Dealer in the Exchange Offer in exchange for Series A
Notes that such Broker-Dealer acquired for its own account as a result of
market making activities or other trading activities (other than Series A
Notes acquired directly from the Company or any of its affiliates).

         "Closing Date": The date hereof.

         "Commission": The Securities and Exchange Commission.

         "Consummate": An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer, (b) the
maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof and (c) the delivery by the
Company to the Registrar under the Indenture of Series B Notes in the same
aggregate principal amount as the aggregate principal amount of Series A Notes
tendered by Holders thereof pursuant to the Exchange Offer.

         "Definitive Notes": As defined in the Indenture.

         "Exchange Act": The Securities Exchange Act of 1934, as amended.

         "Exchange Offer": The registration by the Company under the Act of
the Series B Notes pursuant to the Exchange Offer Registration Statement
pursuant to which the Company shall offer the Holders of all outstanding
Transfer Restricted Securities the opportunity to exchange all such
outstanding Transfer Restricted Securities for Series B Notes in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.

         "Exchange Offer Registration Statement": The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         "Exempt Resales": The transactions in which the Initial Purchasers
propose to sell the Series A Notes to certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act, and pursuant to
Regulation S.

         "Global Note": As defined in the Indenture.

         "Holders": As defined in Section 2 hereof.

         "Indemnified Holder": As defined in Section 8(a) hereof.

         "Indenture": The Indenture, dated the Closing Date, among the
Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"),
pursuant to which the Notes are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms thereof.

         "Interest Payment Date": As defined in the Indenture and the Notes.

         "NASD": National Association of Securities Dealers, Inc.

         "Notes": The Series A Notes and the Series B Notes.

         "Person": An individual, partnership, corporation, trust,
unincorporated organization, or a government or agency or political
subdivision thereof.

         "Prospectus": The prospectus prepared pursuant to this Agreement and
included in a Registration Statement at the time such Registration Statement
is declared effective, as amended or supplemented by any prospectus supplement
and by all other amendments thereto, including post-effective amendments, and
all material incorporated by reference into such Prospectus.

         "Record Holder": With respect to any Interest Payment Date, each
Person who is a Holder of Notes on the record date with respect to the
Interest Payment Date on which such Interest Payment Date shall occur.

         "Registration Default": As defined in Section 5 hereof.

         "Registration Statement": Any registration statement of the Company
and the Guarantors relating to (a) an offering of Series B Notes pursuant to
an Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case, (i)
which is filed pursuant to the provisions of this Agreement and (ii) including
the Prospectus included therein, all amendments and supplements thereto
(including post-effective amendments) and all exhibits and material
incorporated by reference therein.

         "Regulation S": Regulation S promulgated under the Act.

         "Restricted Broker-Dealer": Any Broker-Dealer which holds
Broker-Dealer Transfer Restricted Securities.

         "Series B Notes": The Company's 6 7/8% Series B Notes due 2012 to be
issued pursuant to the Indenture (i) in the Exchange Offer or (ii) upon the
request of any Holder of Series A Notes covered by a Shelf Registration
Statement, in exchange for such Series A Notes.

         "Shelf Registration Statement": As defined in Section 4 hereof.

         "TIA": The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.

         "Transfer Restricted Securities": Each Note, until the earliest to
occur of (a) the date on which such Note is exchanged in the Exchange Offer by
a Person other than a Broker-Dealer and entitled to be resold to the public by
the Holder thereof without complying with the prospectus delivery requirements
of the Act, (b) the date on which such Note has been disposed of in accordance
with a Shelf Registration Statement, (c) the date on which such Note is
disposed of by a Broker-Dealer pursuant to the "Plan of Distribution"
contemplated by the Exchange Offer Registration Statement (including delivery
of the Prospectus contained therein), (d) the date on which such Note is
distributed to the public pursuant to Rule 144 under the Act, or (e) the Note
ceases to be outstanding.

         "Underwritten Registration" or "Underwritten Offering": A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

SECTION 2. HOLDERS

         A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Company and the Guarantors shall (i) use all commercially
reasonable efforts to cause to be filed with the Commission no later than 90
days after the Closing Date, the Exchange Offer Registration Statement, (ii)
use all commercially reasonable efforts to cause such Exchange Offer
Registration Statement to become effective no later than 180 days after the
Closing Date, (iii) in connection with the foregoing, use all commercially
reasonable efforts to (A) file all pre-effective amendments to such Exchange
Offer Registration Statement as may be reasonably necessary in order to cause
such Exchange Offer Registration Statement to become effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer Registration
Statement pursuant to Rule 430A under the Act and (C) cause all filings which
to the knowledge of the Company and the Guarantors are reasonably necessary,
if any, in connection with the registration and qualification of the Series B
Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, use all
commercially reasonable efforts to commence and Consummate the Exchange Offer
within 30 Business Days of such effectiveness. The Exchange Offer shall be on
the appropriate form permitting registration of the Series B Notes to be
offered in exchange for the Series A Notes that are Transfer Restricted
Securities and to permit sales of Broker-Dealer Transfer Restricted Securities
by Restricted Broker-Dealers as contemplated by Section 3(c) below.

         (b) The Company and the Guarantors shall use all commercially
reasonable efforts to cause the Exchange Offer Registration Statement to be
effective continuously, and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in
no event shall such period be less than 20 Business Days. The Company and the
Guarantors shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Notes shall be
included in the Exchange Offer Registration Statement. The Company and the
Guarantors shall use all commercially reasonable efforts to cause the Exchange
Offer to be Consummated on or prior to 30 Business Days after the Exchange
Offer Registration Statement has become effective.

         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Restricted Broker-Dealer who holds Series A Notes that are
Transfer Restricted Securities and that were acquired for the account of such
Broker-Dealer as a result of market-making activities or other trading
activities, may exchange such Series A Notes (other than Transfer Restricted
Securities acquired directly from the Company or any affiliate of the Company)
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to
be an "underwriter" within the meaning of the Act and must, therefore, deliver
a prospectus meeting the requirements of the Act in connection with its
initial sale of each Series B Note received by such Broker-Dealer in the
Exchange Offer, which prospectus delivery requirement may be satisfied by the
delivery by such Broker-Dealer of the Prospectus contained in the Exchange
Offer Registration Statement. Such "Plan of Distribution" section shall also
contain all other information with respect to such sales of Broker-Dealer
Transfer Restricted Securities by Restricted Broker-Dealers that the
Commission may require in order to permit such sales pursuant thereto, but
such "Plan of Distribution" shall not name any such Broker-Dealer or disclose
the amount of Notes held by any such Broker-Dealer, except to the extent
required by the Commission as a result of a change in policy after the date of
this Agreement.

         The Company and the Guarantors shall use all commercially reasonable
efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented and amended as required by the provisions of Sections
6(a) and 6(c) below to the extent necessary to ensure that it is available for
sales of Broker-Dealer Transfer Restricted Securities by Restricted
Broker-Dealers, and to ensure that such Registration Statement conforms with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
180 days from the date on which the Exchange Offer is Consummated.

         The Company and the Guarantors shall promptly provide sufficient
copies of the latest version of such Prospectus to such Restricted
Broker-Dealers promptly upon request, at any time during such 180-day period
in order to facilitate such sales.

SECTION 4. SHELF REGISTRATION

         (a) Shelf Registration. If (i) the Company is not required to file an
Exchange Offer Registration Statement with respect to the Series B Notes or
(ii) the Company is not permitted to consummate the Exchange Offer because the
Exchange Offer is not permitted by applicable law or Commission policy (after
the procedures set forth in Section 6(a)(i) below have been complied with) or
(iii) if any Holder of Transfer Restricted Securities shall notify the Company
within 20 Days following the Consummation of the Exchange Offer that (A) such
Holder was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Series B Notes acquired
by it in the Exchange Offer to the public without delivering a prospectus and
the Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is
a Broker-Dealer and holds Series A Notes acquired directly from the Company or
one of its affiliates, then the Company and the Guarantors shall (x) use all
commercially reasonable efforts to cause to be filed on or prior to 60 days
after the date on which the Company determines that it is not required to file
the Exchange Offer Registration Statement pursuant to clause (i) above or 60
days after the date on which the Company receives the notice specified in
clause (ii) above a shelf registration statement pursuant to Rule 415 under
the Act (which may be an amendment to the Exchange Offer Registration
Statement (in either event, the "Shelf Registration Statement")), relating to
all Transfer Restricted Securities the Holders of which shall have provided
the information required pursuant to Section 4(b) hereof, and shall (y) use
their respective commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after the
date on which the Company becomes obligated to file such Shelf Registration
Statement. If, after the Company and the Guarantors have filed an Exchange
Offer Registration Statement which satisfies the requirements of Section 3(a)
above, the Company and the Guarantors are required to file and make effective
a Shelf Registration Statement solely because the Exchange Offer shall not be
permitted under applicable federal law, then the filing of the Exchange Offer
Registration Statement shall be deemed to satisfy the requirements of clause
(x) above. Such an event shall have no effect on the requirements of clause
(y) above. The Company and the Guarantors shall use their respective
commercially reasonable efforts to keep the Shelf Registration Statement
discussed in this Section 4(a) continuously effective, supplemented and
amended as required by and subject to the provisions of Sections 6(b) and (c)
hereof to the extent necessary to ensure that it is available for sales of
Transfer Restricted Securities by the Holders thereof entitled to the benefit
of this Section 4(a), and to ensure that it conforms with the requirements of
this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least two years
(as extended pursuant to Section 6(c)(i)) following the date on which such
Shelf Registration Statement first becomes effective under the Act.

         (b) Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 10 Business Days after receipt of
a request therefor, such information specified in Item 507 or 508, as
applicable, of Regulation S-K under the Act for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in
this Agreement, (ii) any such Registration Statement has not been declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 30 Business Days after the
Effectiveness Target Date or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable in connection with resales of Transfer
Restricted Securities during the period specified in this Agreement without
being succeeded immediately by a post-effective amendment to such Registration
Statement that cures such failure and that is itself declared effective
immediately (each such event referred to in clauses (i) through (iv), a
"Registration Default"), then the Company and the Guarantors hereby jointly
and severally agree to pay liquidated damages to each Holder of Transfer
Restricted Securities with respect to the first 90-day period immediately
following the occurrence of such Registration Default, in an amount equal to
$.05 per week per $1,000 principal amount of Transfer Restricted Securities
held by such Holder for each week or portion thereof that the Registration
Default continues. The amount of the liquidated damages shall increase by an
additional $.05 per week per $1,000 in principal amount of Transfer Restricted
Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of liquidated
damages for all Registration Defaults of $.50 per week per $1,000 principal
amount of Transfer Restricted Securities. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the
case of (i) above, (2) upon the effectiveness of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration
Statement that causes the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement) to again be declared effective
or made usable in the case of (iv) above, the liquidated damages payable with
respect to the Transfer Restricted Securities as a result of such clause (i),
(ii), (iii) or (iv), as applicable, shall immediately cease.

         All accrued liquidated damages shall be paid to holders of Global
Notes by wire transfer of immediately available funds or by federal funds
check and to Holders of Definitive Notes by wire transfer to the accounts
specified by them or by mailing checks to their registered addresses, if no
such accounts have been specified, on each Interest Payment Date. All
obligations of the Company and the Guarantors set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such
security shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

         (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall use all commercially
reasonable efforts to comply with all applicable provisions of Section 6(c)
below, shall use their respective commercially reasonable efforts to effect
such exchange and to permit the sale of Broker-Dealer Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and shall comply with all of the following provisions:

         (i) If, following the date hereof there has been published a change
in Commission policy with respect to exchange offers such as the Exchange
Offer, such that in the reasonable opinion of counsel to the Company there is
a substantial question as to whether the Exchange Offer is permitted by
applicable federal law, the Company and the Guarantors hereby agree to use all
commercially reasonable efforts to seek a no-action letter or other favorable
decision from the Commission allowing the Company and the Guarantors to
Consummate an Exchange Offer for such Series A Notes. The Company and the
Guarantors hereby agree to use all commercially reasonable efforts to pursue
the issuance of such a decision to the Commission staff level. In connection
with the foregoing, the Company and the Guarantors hereby agree to take all
such other actions as are requested by the Commission or otherwise required in
connection with the issuance of such decision, including without limitation
(A) participating in telephonic conferences with the Commission, (B)
delivering to the Commission staff an analysis prepared by counsel to the
Company setting forth the legal bases, if any, upon which such counsel has
concluded that such an Exchange Offer should be permitted and (C) diligently
pursuing a resolution (which need not be favorable) by the Commission staff of
such submission.

         (ii) As a condition to its participation in the Exchange Offer
pursuant to the terms of this Agreement, each Holder of Transfer Restricted
Securities shall furnish, upon the request of the Company, prior to the
Consummation of the Exchange Offer, a written representation to the Company
and the Guarantors (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that
(A) it is not an affiliate of the Company, (B) it is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with any
person to participate in, a distribution of the Series B Notes to be issued in
the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary
course of business. Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Exchange Offer to participate in a
distribution of the securities to be acquired in the Exchange Offer (1) could
not under Commission policy as in effect on the date of this Agreement rely on
the position of the Commission enunciated in Morgan Stanley and Co., Inc.
(available June 5, 1991) and Exxon Capital Holdings Corporation (available May
13, 1988), as interpreted in the Commission's letter to Shearman & Sterling
dated July 2, 1993, and similar no-action letters (including, if applicable,
any no-action letter obtained pursuant to clause (i) above), and (2) must
comply with the registration and prospectus delivery requirements of the Act
in connection with a secondary resale transaction and that such a secondary
resale transaction must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or
508, as applicable, of Regulation S-K if the resales are of Series B Notes
obtained by such Holder in exchange for Series A Notes acquired by such Holder
directly from the Company or an affiliate thereof.

         (iii) Prior to effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall, if requested by the
Commission, provide a supplemental letter to the Commission (A) stating that
the Company and the Guarantors are registering the Exchange Offer in reliance
on the position of the Commission enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available
June 5, 1991) and, if applicable, any no-action letter obtained pursuant to
clause (i) above, (B) including a representation that neither the Company nor
any Guarantor has entered into any arrangement or understanding with any
Person to distribute the Series B Notes to be received in the Exchange Offer
and that, to the best of the Company's and each Guarantor's information and
belief, each Holder participating in the Exchange Offer is acquiring the
Series B Notes in its ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the Series
B Notes received in the Exchange Offer and (C) any other undertaking or
representation reasonably required by the Commission as set forth in any
no-action letter obtained pursuant to clause (i) above.

         (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall comply with all
the provisions of Section 6(c) below and shall use their respective
commercially reasonable efforts to effect such registration to permit the sale
of the Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof (as indicated in the
information furnished to the Company pursuant to Section 4(b) hereof), and
pursuant thereto the Company and the Guarantors will prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof.

         (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Exchange Offer Registration Statement and the related Prospectus, to the
extent that the same are required to be available to permit sales of
Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers),
the Company and the Guarantors shall:

         (i) use their respective commercially reasonable efforts to keep such
Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Section 3 or 4 of this
Agreement, as applicable. Upon the occurrence of any event that would cause
any such Registration Statement or the Prospectus contained therein (A) to
contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading or (B) not to be effective and
usable for resale of Transfer Restricted Securities during the period required
by this Agreement, the Company and the Guarantors shall file promptly an
appropriate amendment to such Registration Statement, (1) in the case of
clause (A), correcting any such untrue statement or omission, and (2) in the
case of clauses (A) and (B), use their respective commercially reasonable
efforts to cause such amendment to be declared effective and such Registration
Statement and the related Prospectus to become usable for their intended
purpose(s) as soon as reasonably practicable thereafter.

         (ii) prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be reasonably
necessary to keep the Registration Statement effective for the applicable
period set forth in Section 3 or 4 hereof, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold; cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 under the Act, and to comply in all material respects with Rules 424,
430A and 462, as applicable, under the Act in a timely manner during the
applicable period; and comply with the provisions of the Act with respect to
the disposition of all securities covered by such Registration Statement
during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in such Registration
Statement or supplement to the Prospectus;

         (iii) advise the underwriter(s), if any, selling Holders named in any
Registration Statement or Prospectus ("Named Holders") and any Restricted
Broker-Dealer (whether or not named in the Registration Statement) who has
requested copies of the Prospectus pursuant to the last paragraph of Section 3
hereof, or has otherwise identified itself as a Restricted Broker-Dealer to
the Company, promptly and, if requested by such Persons, confirm such advice
in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any Registration
Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information relating thereto, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement
under the Act or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or sale in
any jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the
Prospectus, any amendment or supplement thereto or any document incorporated
by reference therein untrue, or that requires the making of any additions to
or changes in the Registration Statement in order to make the statements
therein not misleading, or that requires the making of any additions to or
changes in the Prospectus in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. If at
any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or Blue Sky laws, the Company and the
Guarantors shall use their respective commercially reasonable efforts to
obtain the withdrawal or lifting of such order at the earliest possible time;

         (iv) furnish to the Initial Purchasers, each Named Holder and each of
the underwriter(s) in connection with such sale, if any, before filing with
the Commission, copies of any Registration Statement or any Prospectus
included therein or any amendments or supplements to any such Registration
Statement or Prospectus (including all documents incorporated by reference
after the initial filing of such Registration Statement), which documents will
be subject to the reasonable review and comment of such Named Holders and
underwriter(s) in connection with such sale, if any, for a period of at least
five Business Days, and the Company will not file any such Registration
Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents
incorporated by reference) to which the Named Holders of the Transfer
Restricted Securities covered by such Registration Statement or the
underwriter(s) in connection with such sale, if any, shall reasonably object
within five Business Days after the receipt thereof. A Named Holder or
underwriter, if any, shall be deemed to have reasonably objected to such
filing if such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains an untrue statement of a
material fact or omits to state a fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or fails to comply with the applicable requirements of the Act;

         (v) promptly prior to the filing of any document that is to be
incorporated by reference into a Registration Statement or Prospectus, provide
copies of such document to the Named Holders and to the underwriter(s) in
connection with such sale, if any, make the Company's and the Guarantors'
representatives available as may be reasonably necessary for discussion of
such document and other customary due diligence matters, and include such
information in such document prior to the filing thereof as such Named Holders
or underwriter(s), if any, reasonably may request;

         (vi) make available at reasonable business hours for inspection in
the offices where such records are normally maintained by the Named Holders,
any managing underwriter participating in any disposition pursuant to such
Registration Statement and any attorney or accountant retained by such Named
Holders or any of such underwriter(s), all relevant financial and other
records, pertinent corporate documents and relevant properties of the Company
and the Guarantors subject to appropriate confidentiality agreements and cause
the Company's and the Guarantors' officers, directors and employees to supply
all information that is (a) reasonably requested by any Named Holder,
underwriter, attorney or accountant in connection with such Registration
Statement or any post-effective amendment thereto subsequent to the filing
thereof and prior to its effectiveness and (b) customarily furnished in
transactions of the type contemplated by such Registration Statement;

         (vii) if requested by any Named Holders or the underwriter(s) in
connection with such sale, if any, promptly include in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment
if necessary, such information as such Named Holders and underwriter(s), if
any, may reasonably request to have included therein, including, without
limitation, information relating to the "Plan of Distribution" of the Transfer
Restricted Securities, information with respect to the principal amount of
Transfer Restricted Securities being sold to such underwriter(s), the purchase
price being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
reasonably practicable after the Company is notified of the matters to be
included in such Prospectus supplement or post-effective amendment;

         (viii) furnish to each Named Holder and each of the underwriter(s) in
connection with such sale, if any, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each
amendment thereto, including all documents incorporated by reference therein
and all exhibits (including exhibits incorporated therein by reference);

         (ix) deliver to each Named Holder and each of the underwriter(s), if
any, without charge, as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such
Persons reasonably may request; the Company and the Guarantors hereby consent
to the use (in accordance with law) of the Prospectus and any amendment or
supplement thereto by each of the selling Holders and each of the
underwriter(s), if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;

         (x) enter into such agreements (including an underwriting agreement)
and make such reasonable representations and warranties and take all such
other actions in connection therewith in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any Registration
Statement contemplated by this Agreement as may be reasonably requested by any
Holder of Transfer Restricted Securities or underwriter in connection with any
sale or resale pursuant to any Registration Statement contemplated by this
Agreement, which agreements must be in customary form, and in such connection,
whether or not an underwriting agreement is entered into and whether or not
the registration is an Underwritten Registration, the Company and the
Guarantors shall:

                  (A) furnish (or in the case of paragraphs (2) and (3), use
         their commercially reasonable efforts to furnish) to each Named
         Holder and each underwriter, if any, upon the effectiveness of the
         Shelf Registration Statement:

                           (1) a certificate, dated the date of effectiveness
                  of the Shelf Registration Statement, signed on behalf of the
                  Company and each Guarantor by (x) the President or any Vice
                  President and (y) a principal financial or accounting
                  officer of the Company and such Guarantor, confirming, as of
                  the date thereof, the matters set forth in paragraphs 8(j)
                  of the Purchase Agreement;

                           (2) an opinion, dated the date of the effectiveness
                  of the Shelf Registration Statement, of counsel (which may
                  include the General Counsel of the Company) for the Company
                  and the Guarantors covering such matters as may be
                  reasonably requested, which shall be reasonably satisfactory
                  to the managing underwriters and Holders; and

                           (3) a customary "cold" comfort letter, dated as of
                  the date of effectiveness of the Shelf Registration
                  Statement, from the Company's independent accountants, in
                  the customary form and covering matters of the type
                  customarily covered in comfort letters to underwriters in
                  connection with primary underwritten offerings, and
                  affirming the matters set forth in the comfort letters
                  delivered pursuant to Section 8(i) of the Purchase
                  Agreement; and

                  (B) set forth in full or incorporate by reference in the
         underwriting agreement, if any, in connection with any sale or resale
         pursuant to any Shelf Registration Statement the indemnification
         provisions and procedures of Section 8 hereof with respect to all
         parties to be indemnified pursuant to said Section.

         The above shall be done at each closing under such underwriting or
similar agreement, as and to the extent required thereunder, and if at any
time the representations and warranties of the Company and the Guarantors
contemplated in (A)(1) above cease to be true and correct, the Company and the
Guarantors shall so advise the underwriter(s), if any and the Named Holders
promptly and if requested by such Persons, shall confirm such advice in
writing;

         (xi) prior to any public offering of Transfer Restricted Securities,
cooperate with the Named Holders, the underwriter(s), if any, and their
respective counsel in connection with the registration and qualification of
the Transfer Restricted Securities under the securities or Blue Sky laws of
such jurisdictions as the Named Holders or underwriter(s), if any, may request
and do any and all other acts or things reasonably necessary or advisable to
enable the disposition in such jurisdictions of the Transfer Restricted
Securities covered by the applicable Registration Statement; provided,
however, that neither the Company nor any Guarantor shall be required to
register or qualify as a foreign corporation where it is not now so qualified
or to take any action that would subject it to the service of process in suits
or to taxation, other than as to matters and transactions relating to the
Registration Statement, in any jurisdiction where it is not now so subject;

         (xii) issue, upon the request of any Holder of Series A Notes covered
by any Shelf Registration Statement contemplated by this Agreement, Series B
Notes having an aggregate principal amount equal to the aggregate principal
amount of Series A Notes surrendered to the Company by such Holder in exchange
therefor or being sold by such Holder; such Series B Notes to be registered in
the name of such Holder or in the name of the purchaser(s) of such Notes, as
the case may be; in return, the Series A Notes held by such Holder shall be
surrendered to the Company for cancellation;

         (xiii) in connection with any sale of Transfer Restricted Securities
that will result in such securities no longer being Transfer Restricted
Securities, cooperate with the Named Holders and each Restricted Broker-Dealer
and the underwriter(s), if any, to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Securities to be
sold and not bearing any restrictive legends; and to register such Transfer
Restricted Securities in such denominations and such names as the Named
Holders, Restricted Broker-Dealers or the underwriter(s), if any, may request
at least two Business Days prior to such sale of Transfer Restricted
Securities;

         (xiv) use their respective commercially reasonable efforts to cause
the disposition of the Transfer Restricted Securities covered by the
Registration Statement to be registered with or approved by such other
domestic governmental agencies or authorities as may be necessary to enable
the seller or sellers thereof or the underwriter(s), if any, to consummate the
disposition of such Transfer Restricted Securities, subject to the proviso
contained in clause (xi) above;

         (xv) subject to Section 6(c)(i), if any fact or event contemplated by
Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement
or post-effective amendment to the Registration Statement or related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of
Transfer Restricted Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading;

         (xvi) provide a CUSIP number for all Transfer Restricted Securities
not later than the effective date of a Registration Statement covering such
Transfer Restricted Securities and provide the Trustee under the Indenture
with printed certificates for the Transfer Restricted Securities which are in
a form eligible for deposit with the Depository Trust Company;

         (xvii) cooperate and assist in any filings required to be made with
the NASD and in the performance of any due diligence investigation by any
underwriter (including any "qualified independent underwriter") that is
required to be retained in accordance with the rules and regulations of the
NASD, and use their respective commercially reasonable efforts to cause such
Registration Statement to become effective and approved by such governmental
agencies or authorities as may be necessary to enable the Holders selling
Transfer Restricted Securities to consummate the disposition of such Transfer
Restricted Securities;

         (xviii) otherwise use their respective commercially reasonable
efforts to make generally available to its security holders with regard to any
applicable Registration Statement, as soon as practicable, a consolidated
earnings statement meeting the requirements of Rule 158 (which need not be
audited) covering a twelve-month period beginning after the effective date of
the Registration Statement (as such term is defined in paragraph (c) of Rule
158 under the Act);

         (xix) cause the Indenture to be qualified under the TIA not later
than the effective date of the first Registration Statement required by this
Agreement and, in connection therewith, cooperate with the Trustee and the
Holders of Notes to effect such changes to the Indenture as may be required
for such Indenture to be so qualified in accordance with the terms of the TIA;
and execute and use their respective commercially reasonable efforts to cause
the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner; and

         (xx) provide promptly to each Holder upon request each document filed
with the Commission pursuant to the requirements of Section 13 or Section
15(d) of the Exchange Act.

         (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(i) or any notice from the Company of the existence of any fact of
the kind described in Section 6(c)(iii)(C) or 6(c)(iii)(D) hereof, such Holder
will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder's receipt
of the copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(xv) hereof, or until it is advised in writing by the Company that
the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus (the "Advice"). If so directed by the Company, each Holder will
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of either such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by the number of days during the period from and including the date of the
giving of such notice pursuant to Section 6(c)(i) or Section 6(c)(iii)(D)
hereof to and including the date when each selling Holder covered by such
Registration Statement shall have received the copies of the supplemented or
amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have
received the Advice.

SECTION 7. REGISTRATION EXPENSES

         (a) All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses
(including filings made by any Purchaser or Holder with the NASD and its
counsel that may be required by the rules and regulations of the NASD); (ii)
all fees and expenses of compliance with federal securities and state Blue Sky
laws; (iii) all expenses of printing (including printing certificates for the
Series B Notes to be issued in the Exchange Offer and printing of
Prospectuses); (iv) all fees and disbursements of counsel for the Company and
the Guarantors; (v) all application and filing fees in connection with the
listing, if any, of the Notes on a national securities exchange or automated
quotation system pursuant to the requirements hereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company and
the Guarantors (including the expenses of any special audit and comfort
letters required by or incident to such performance).

         The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

         (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the
Guarantors will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities being tendered in the Exchange Offer and/or resold
pursuant to the "Plan of Distribution" contained in the Exchange Offer
Registration Statement or registered pursuant to the Shelf Registration
Statement, as applicable, for the reasonable fees and expenses (which shall
not exceed $25,000 without the prior written consent of the Company) of not
more than one counsel for both, who shall be Latham & Watkins unless another
firm shall be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement
is being prepared. Each Holder shall pay all expenses of its counsel, except
as provided in this Section 7(b), all underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of such
Holder's Transfer Restricted Securities pursuant to a Shelf Registration
Statement.

SECTION 8. INDEMNIFICATION

         (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses
(including without limitation, any reasonable legal or other expenses incurred
in investigating or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened)
directly or indirectly caused by, related to, based upon, arising out of or in
connection with untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, preliminary prospectus or
Prospectus (or any amendment or supplement thereto) provided by the Company to
any Holder or any prospective purchaser of Series B Notes or registered Series
A Notes, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by an untrue statement or
omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Company
by any of the Holders.

         (b) By its acquisition of Transfer Restricted Securities, each Holder
of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantors, and their
respective directors and officers, and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act) the Company or the Guarantors to the same extent as the foregoing
indemnity from the Company and the Guarantors set forth in section (a) above,
but only with reference to information relating to such Holder furnished in
writing to the Company by such Holder expressly for use in any Registration
Statement. In no event shall any Holder, its directors, officers or any Person
who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to
its sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Holder for such Transfer
Restricted Securities and (ii) the amount of any damages that such Holder, its
directors, officers or any Person who controls such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"Indemnified Party"), the Indemnified Party shall promptly notify the person
against whom such indemnity may be sought (the "Indemnifying Person") in
writing and the Indemnifying Party shall assume the defense of such action,
including the employment of counsel and the payment of all fees and expenses
of such counsel, as incurred. Any Indemnified Party shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
the Indemnified Party unless (i) the employment of such counsel shall have
been specifically authorized in writing by the Indemnifying Party, (ii) the
Indemnifying Party shall have failed to assume the defense of such action or
employ counsel or (iii) the named parties to any such action (including any
impleaded parties) include both the Indemnified Party and the Indemnifying
Party, and the Indemnified Party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different
from or additional to those available to the Indemnifying Party or that
representation of the Indemnified Party and the Indemnifying Party by the same
counsel would be inappropriate under applicable standards of professional
conduct (whether or not such representation by the same counsel has been
proposed) due to actual or potential differing interests between them (in
which case the Indemnifying Party shall not have the right to assume the
defense of such action on behalf of the Indemnified Party). In any such case,
the Indemnifying Party shall not, in connection with any one action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for
the fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by a majority of the Holders, in the case of the parties
indemnified pursuant to Section 8(a), and by the Company and the Guarantors,
in the case of parties indemnified pursuant to Section 8(b). The Indemnifying
Party shall indemnify and hold harmless the Indemnified Party from and against
any and all losses, claims, damages, liabilities and judgments by reason of
any settlement of any action (i) effected with its written consent or (ii)
effected without its written consent if the settlement is entered into more
than twenty business days after the Indemnifying Party shall have received a
request from the Indemnified Party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the
Indemnifying Party) and, prior to the date of such settlement, the
Indemnifying Party shall have failed to comply with such reimbursement
request. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement or compromise of, or consent to the
entry of judgment with respect to, any pending or threatened action in respect
of which the Indemnified Party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the Indemnified
Party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the Indemnified Party from all liability on claims
that are or could have been the subject matter of such action and (ii) does
not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of the Indemnified Party.

         (d) To the extent that the indemnification provided for in this
Section 8 is unavailable to an Indemnified Party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, liabilities or judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors on the one hand, and the Holders, on the other
hand, from their initial sale of Transfer Restricted Securities (or in the
case of Series B Notes, the sale of the Series A Notes for which such Series B
Notes were exchanged) or (ii) if the allocation provided by clause 8(d)(i) is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause 8(d)(i) but also
the relative fault of the Company and the Guarantors, on the one hand, and of
the Holder, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or judgments, as
well as any other relevant equitable considerations. The relative fault of the
Company and the Guarantors, on the one hand, and of the Holder, on the other
hand, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or such Guarantor, on the one hand, or by the Holder, on the other
hand, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and judgments referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

         The Company, the Guarantors and each Holder of Transfer Restricted
Securities agree that it would not be just and equitable if contribution
pursuant to this Section 8(d) were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Party as a result of the losses, claims,
damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating any claim or defending any such action,
suit or proceeding. Notwithstanding the provisions of this Section 8, no
Holder or its related Indemnified Holders shall be required to contribute, in
the aggregate, any amount in excess of the amount by which the total received
by such Holder with respect to the sale of its Transfer Restricted Securities
pursuant to a Registration Statement exceeds the sum of (A) the amount paid by
such Holder for such Transfer Restricted Securities plus (B) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Holders' obligations to contribute
pursuant to this Section 8(d) are several in proportion to the respective
principal amount of Series A Notes held by each of the Holders hereunder and
not joint.

SECTION 9. RULE 144A

         The Company and each Guarantor hereby agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding and during any
period in which the Company or such Guarantor is not subject to Section 13 or
15(d) of the Securities Exchange Act, to make available in a timely manner,
upon request of any Holder of Transfer Restricted Securities, to any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A.

SECTION 10. UNDERWRITTEN REGISTRATIONS

         No Holder may participate in any Underwritten Registration unless
such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on
the basis provided in customary underwriting arrangements entered into in
connection therewith and (b) completes and executes all reasonable
questionnaires, powers of attorney, and other documents required under the
terms of such underwriting arrangements.

SECTION 11. SELECTION OF UNDERWRITERS

         For any Underwritten Offering, the investment banker or investment
bankers and manager or managers for any Underwritten Offering that will
administer such offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such offering and consented to by the Company, which consent shall not be
unreasonably withheld. Such investment bankers and managers are referred to
herein as the "underwriters."

SECTION 12. MISCELLANEOUS

         (a) Remedies. Each Holder, in addition to being entitled to exercise
all rights provided herein, in the Indenture, the Purchase Agreement or
granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The
Company and the Guarantors agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by them of the
provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements. Neither the Company nor any Guarantor
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with
and are not inconsistent with the rights granted to the holders of the
Company's and the Guarantors' securities under any agreement in effect on the
date hereof.

         (c) Adjustments Affecting the Notes. Neither the Company nor any
Guarantor will take any action, or voluntarily permit any change to occur,
with respect to the Notes that is designed to and would materially and
adversely affect the ability of the Holders to Consummate any Exchange Offer.

         (d) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section
5 hereof and this Section 12(d)(i), the Company has obtained the written
consent of Holders of all outstanding Transfer Restricted Securities and (ii)
in the case of all other provisions hereof, the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount
of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to
the rights of Holders whose securities are being tendered pursuant to the
Exchange Offer and that does not affect directly or indirectly the rights of
other Holders whose securities are not being tendered pursuant to such
Exchange Offer may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities subject to such Exchange
Offer.

         (e) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand,
and shall have the right to enforce such agreements directly to the extent
they may deem such enforcement necessary or advisable to protect their rights
hereunder.

         (f) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telecopier, or air
courier guaranteeing overnight delivery:

         (i) if to a Holder, at the address set forth on the records of the
Registrar under the Indenture, with a copy to the Registrar under the
Indenture; and

         (ii) if to the Company or the Guarantors:

                  Ball Corporation
                  10 Longs Peak Drive
                  Broomfield, CO 80021-2510
                  Telecopier No.: (303) 460-2691
                  Attention: General Counsel

                  With a copy, which shall not constitute notice, to:
                  Skadden, Arps, Slate, Meagher & Flom (Illinois)
                  333 West Wacker Drive, Suite 2100
                  Chicago, IL 60606
                  Telecopier No.: (312) 407-0411
                  Attention: Brian W. Duwe

         All such notices and communications 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 on the next business day, if timely
delivered to an air courier guaranteeing overnight delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

         (g) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign acquired Transfer Restricted Securities directly from such Holder.

         (h) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

         (k) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

         (l) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred
to herein with respect to the registration rights granted with respect to the
Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.


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

                                       BALL CORPORATION


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


                                       BALL AEROSPACE & TECHNOLOGIES CORP.


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


                                       BALL METAL BEVERAGE CONTAINER CORP.


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


                                       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


                                       LATAS DE ALUMINIO BALL, 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: 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

Confirmed as of the date first
above written.

LEHMAN BROTHERS INC.
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS SECURITIES CORP.
DRESDNER KLEINWORT WASSERSTEIN-GRANTCHESTER, INC.
MCDONALD INVESTMENTS INC.
SUNTRUST CAPITAL MARKETS, INC.
WELLS FARGO BROKERAGE SERVICES, LLC

         By: LEHMAN BROTHERS INC.


         By:   Stephen Mehos
               ---------------------------------
               Name:    Stephen Mehos
               Title:   Senior Vice President


<PAGE>


                                                                     Exhibit A

                                  Guarantors

1.       Ball Aerospace & Technologies Corp., a Delaware corporation
2.       Ball Metal Beverage Container Corp., a Colorado corporation
3.       Ball Metal Food Container Corp., a Delaware corporation
4.       Ball Metal Packaging Sales Corp., a Colorado corporation
5.       Ball Packaging Corp., a Colorado corporation
6.       Ball Plastic Container Corp., a Colorado corporation
7.       Ball Technologies Holdings Corp., a Colorado corporation
8.       Latas de Aluminio Ball, Inc., a Delaware corporation
9.       Ball Pan-European Holdings, Inc., a Delaware corporation
10.      BG Holdings I, Inc., a Delaware corporation
11.      BG Holdings II, Inc., a Delaware corporation
12.      Efratom Holding, Inc., a Colorado corporation


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>chi365061.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>
                                                                   Exhibit 4.2



                               BALL CORPORATION

                                      And

                                  GUARANTORS
                                Parties Hereto

                                 $300,000,000

                         6 7/8% SENIOR NOTES DUE 2012

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


                                   INDENTURE

                         DATED AS OF DECEMBER 19, 2002

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


                             THE BANK OF NEW YORK

                                    Trustee

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




<PAGE>




                            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)..................................................          12.03
     (c)..................................................          12.03
313(a)....................................................          7.06
     (b)(2)...............................................          7.07
     (c)..................................................       7.06; 12.02
     (d)..................................................          7.06
314(a)....................................................       4.03; 12.02
     (b)..................................................          N.A.
     (c)(1)...............................................          12.04
     (c)(2)...............................................          12.04
     (c)(3)...............................................          N.A.
     (e)..................................................          12.05
     (f)..................................................          N.A.
315(a)....................................................          7.01
     (b)..................................................       7.05, 12.02
     (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)....................................................          12.01
     (b)..................................................          N.A.
     (c)..................................................          12.01

N.A. means not applicable.

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


<PAGE>

<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

                                                                                                               Page

                                  ARTICLE 1.
                         DEFINITIONS AND INCORPORATION
                                 BY REFERENCE

<S>     <C>                                                                                                      <C>
Section 1.01       Definitions....................................................................................1
Section 1.02       Other Definitions.............................................................................15
Section 1.03       Incorporation by Reference of Trust Indenture Act.............................................16
Section 1.04       Rules of Construction.........................................................................16

                                  ARTICLE 2.
                               THE SENIOR NOTES

Section 2.01       Form and Dating...............................................................................17
Section 2.02       Execution and Authentication..................................................................18
Section 2.03       Registrar and Paying Agent....................................................................18
Section 2.04       Paying Agent to Hold Money in Trust...........................................................19
Section 2.05       Holder Lists..................................................................................19
Section 2.06       Transfer and Exchange.........................................................................19
Section 2.07       Replacement Notes.............................................................................31
Section 2.08       Outstanding Notes.............................................................................31
Section 2.09       Treasury Notes................................................................................32
Section 2.10       Temporary Notes...............................................................................32
Section 2.11       Cancellation..................................................................................32
Section 2.12       Defaulted Interest............................................................................32
Section 2.13       CUSIP Number..................................................................................32

                                  ARTICLE 3.
                           REDEMPTION AND PREPAYMENT

Section 3.01       Notice to Trustee.............................................................................33
Section 3.02       Selection of Notes to Be Redeemed.............................................................33
Section 3.03       Notice of Redemption..........................................................................33
Section 3.04       Effect of Notice of Redemption................................................................34
Section 3.05       Deposit of Redemption Price...................................................................34
Section 3.06       Notes Redeemed in Part........................................................................34
Section 3.07       Optional Redemption...........................................................................35
Section 3.08       Mandatory Redemption..........................................................................35
Section 3.09       Offer to Purchase by Application of Excess Proceeds...........................................35

                                  ARTICLE 4.
                                  COVENANTS

Section 4.01       Payment of Notes..............................................................................37
Section 4.02       Maintenance of Office or Agency...............................................................37
Section 4.03       Reports.......................................................................................38
Section 4.04       Compliance Certificate........................................................................38
Section 4.05       Taxes.........................................................................................39
Section 4.06       Stay, Extension and Usury Laws................................................................39
Section 4.07       Restricted Payments...........................................................................39
Section 4.08       Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries....................42
Section 4.09       Incurrence of Indebtedness and Issuance of Disqualified and Preferred Stock...................43
Section 4.10       Asset Sales...................................................................................46
Section 4.11       Transactions With Affiliates..................................................................48
Section 4.12       Liens.........................................................................................49
Section 4.13       Business Activities...........................................................................49
Section 4.14       Corporate Existence...........................................................................50
Section 4.15       Offer to Purchase Upon Change of Control......................................................50
Section 4.16       Additional Guarantees.........................................................................51
Section 4.17       Payment for Consents..........................................................................51
Section 4.18       Sale and Leaseback Transactions...............................................................51
Section 4.19       No Amendment to Subordination Provisions......................................................52
Section 4.20       Designation of Restricted and Unrestricted Subsidiaries.......................................52
Section 4.21       Certain Covenants to Be Suspended Under Certain Conditions....................................52

                                  ARTICLE 5.
                                  SUCCESSORS

Section 5.01       Merger, Consolidation or Sale of Assets.......................................................52
Section 5.02       Successor Corporation Substituted.............................................................53

                                  ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01       Events of Default.............................................................................54
Section 6.02       Acceleration..................................................................................55
Section 6.03       Other Remedies................................................................................56
Section 6.04       Waiver of Past Defaults.......................................................................56
Section 6.05       Control by Majority...........................................................................56
Section 6.06       Limitation on Suits...........................................................................56
Section 6.07       Rights of Holders of Notes to Receive Payment.................................................57
Section 6.08       Collection Suit by Trustee....................................................................57
Section 6.09       Trustee May File Proofs of Claim..............................................................57
Section 6.10       Priorities....................................................................................57
Section 6.11       Undertaking for Costs.........................................................................58

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01       Duties of Trustee.............................................................................58
Section 7.02       Rights of Trustee.............................................................................59
Section 7.03       Individual Rights of Trustee..................................................................60
Section 7.04       Trustee's Disclaimer..........................................................................60
Section 7.05       Notice of Defaults............................................................................60
Section 7.06       Reports by Trustee to Holders of the Notes....................................................61
Section 7.07       Compensation and Indemnity....................................................................61
Section 7.08       Replacement of Trustee........................................................................62
Section 7.09       Successor Trustee by Merger, Etc..............................................................63
Section 7.10       Eligibility; Disqualification.................................................................63
Section 7.11       Preferential Collection of Claims Against Company.............................................63
Section 7.12       Trustee's Application for Instructions from the Company.......................................63

                                  ARTICLE 8.
                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance......................................63
Section 8.02       Legal Defeasance and Discharge................................................................63
Section 8.03       Covenant Defeasance...........................................................................64
Section 8.04       Conditions to Legal or Covenant Defeasance....................................................64
Section 8.05       Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
                      Provisions.................................................................................65
Section 8.06       Repayment to Company..........................................................................66
Section 8.07       Reinstatement.................................................................................66

                                  ARTICLE 9.
                       AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01       Without Consent of Holders of Notes...........................................................66
Section 9.02       With Consent of Holders of Notes..............................................................67
Section 9.03       Compliance With Trust Indenture Act...........................................................68
Section 9.04       Revocation and Effect of Consents.............................................................69
Section 9.05       Notation on or Exchange of Notes..............................................................69
Section 9.06       Trustee to Sign Amendments, Etc...............................................................69

                                  ARTICLE 10.
                                Note GUARANTEES

Section 10.01      Guarantee.....................................................................................69
Section 10.02      Limitation on Guarantor Liability.............................................................70
Section 10.03      Execution and Delivery of Guarantee...........................................................70
Section 10.04      Guarantors May Consolidate, etc. on Certain Terms.............................................71
Section 10.05      Releases Following Sale of Assets.............................................................72

                                  ARTICLE 11.
                          SATISFACTION AND DISCHARGE

Section 11.01      Satisfaction and Discharge....................................................................72

                                  ARTICLE 12.
                                 MISCELLANEOUS

Section 12.01      Trust Indenture Act Controls..................................................................73
Section 12.02      Notices.......................................................................................73
Section 12.03      Communication by Holders of Notes with Other Holders of Notes.................................74
Section 12.04      Certificate and Opinion as to Conditions Precedent............................................74
Section 12.05      Statements Required in Certificate............................................................74
Section 12.06      Rules by Trustee and Agents...................................................................75
Section 12.07      Calculation of Foreign Currency Amounts.......................................................75
Section 12.08      No Personal Liability of Directors, Officers, Employees and Stockholders......................75
Section 12.09      Governing Law.................................................................................75
Section 12.10      No Adverse Interpretation of Other Agreements.................................................75
Section 12.11      Successors....................................................................................76
Section 12.12      Severability..................................................................................76
Section 12.13      Counterpart Originals.........................................................................76
Section 12.14      Table of Contents, Headings, Etc..............................................................76

                                   EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E         FORM OF NOTATION OF GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS


</TABLE>


         SENIOR NOTE INDENTURE dated as of December 19, 2002 by and among Ball
Corporation, an Indiana corporation (the "Company"), the Guarantors (as
defined below) and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes
hereunder:

                                  ARTICLE 1.
                         DEFINITIONS AND INCORPORATION
                                 BY REFERENCE

Section 1.01 Definitions.

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

         "Acquired Debt" means, with respect to any specified Person,
Indebtedness, including Disqualified Stock, of any other Person existing at
the time such other Person is merged with or into, becomes a Restricted
Subsidiary of such specified Person or is otherwise assumed by such specified
Person in connection with an acquisition of assets from such Person, whether
or not such Indebtedness is incurred in connection with, or in contemplation
of, such other Person merging with or into, or becoming a Restricted
Subsidiary of, such specified Person or the acquisition of assets from such
person.

         "Acquisition" means the acquisition by the Company of 100% of the
capital stock of Schmalbach-Lubeca AG pursuant to the Share Sale and Transfer
Agreement entered into on August 29, 2002.

         "Additional Assets" means:

                  (1) any property or assets, other than Capital Stock,
         Indebtedness or rights to receive payments over a period greater than
         180 days, that are usable by the Company or a Restricted Subsidiary
         in a Permitted Business; or

                  (2) 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.

         "Additional Notes" means any Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof,
as part of the same series as the Initial Notes.

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

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

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

         "Asset Sale" means:

                  (1) the sale, lease, conveyance or other disposition of any
         assets or rights 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 this Indenture described
         under Section 4.15 and/or the provisions described under Section 5.01
         hereof and not by the provisions of Section 4.10 hereof; and

                  (2) the issuance or sale of Equity Interests in any of the
         Company's Restricted Subsidiaries, and in the case of either clause
         (1) or (2), whether in a single transaction or series of related
         transactions (a) that have a fair market value in excess of $10
         million or (b) for Net Proceeds in excess of $10 million.

Notwithstanding the preceding, none of the following items will be deemed to
be an Asset Sale:

                  (1) a transfer of assets or rights by the Company to a
         Restricted Subsidiary of the Company or by a Restricted Subsidiary of
         the Company to the Company or another Restricted Subsidiary of the
         Company;

                  (2) 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;

                  (3) the sale or lease of equipment, inventory, accounts
         receivable or other current assets in the ordinary course of
         business;

                  (4) the sale or other disposition of cash or Cash
         Equivalents;

                  (5) a Restricted Payment that is not prohibited by Section
         4.07 or a Permitted Investment;

                  (6) sales, conveyances or other transfers of receivables and
         related assets (A) to a Securitization Entity or to another Person as
         contemplated by the definition of "Qualified Securitization
         Transaction" in a Qualified Securitization Transaction or (B) in
         connection with the Schmalbach Receivables Facility;

                  (7) the sale or disposition of obsolete, uneconomical, worn
         out or surplus property or equipment;

                  (8) the surrender or waiver of contract rights or
         settlement, release or surrender of a contract, tort or other
         litigation claim in the ordinary course of business;

                  (9) the granting of Liens not prohibited by this Indenture;

                  (10) any exchange of like property pursuant to Section 1031
         of the Internal Revenue Code of 1986, as amended, for use in a
         Permitted Business;

                  (11) the lease, assignment or sublease of any real or
         personal property in the ordinary course of business; and

                  (12) any sale of Equity Interests in, or Indebtedness or
         other securities of, an Unrestricted Subsidiary.

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

         "Ball Asia Pacific" means Ball Asia Pacific Limited, a Hong Kong
company, and its affiliates and joint ventures.

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

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

         "Board of Directors" means:

                  (1) with respect to a corporation, the board of directors of
         the corporation;

                  (2) with respect to a partnership, the Board of Directors of
         the general partner of the partnership; and

                  (3) with respect to any other Person, the board or committee
         of such Person serving a similar function.

         "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 that time be required to be capitalized on a balance sheet
in accordance with GAAP.

         "Capital Stock" means:

                  (1) in the case of a corporation, corporate stock;

                  (2) in the case of an association or business entity, any
         and all shares, interests, participations, rights or other
         equivalents, however designated, of corporate stock;

                  (3) in the case of a partnership or limited liability
         company, partnership or membership interests, whether general or
         limited; and

                  (4) 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:

                  (1) United States dollars;

                  (2) securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality of the United States government having maturities of
         not more than one year from the date of acquisition;

                  (3) 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 Thomson Bank Watch Rating of
         "B" or better;

                  (4) repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in
         clauses (2) and (3) above entered into with any financial institution
         meeting the qualifications specified in clause (3) above;

                  (5) commercial paper having the highest rating obtainable
         from Moody's, or one of the two highest ratings from S&P and in each
         case maturing within six months after the date of acquisition;

                  (6) money market funds at least 95% of the assets of which
         constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition; and

                  (7) in the case of any Foreign Subsidiary;

                           (a)      direct obligations of the sovereign
                                    nation, or any agency thereof, in which
                                    such Foreign Subsidiary is organized and
                                    is conducting business or in obligations
                                    fully and unconditionally guaranteed by
                                    such sovereign nation, or any agency
                                    thereof;

                           (b)      investments of the type and maturity
                                    described in clauses (1) through (6) above
                                    of foreign obligors, which investments or
                                    obligors have ratings described in such
                                    clauses or equivalent ratings from
                                    comparable foreign rating agencies; or

                           (c)      investments of the type and maturity
                                    described in clauses (1) through (6) above
                                    of foreign obligors which investments or
                                    obligors are not rated as provided in such
                                    clauses or in clause (b) above but which
                                    are, in the reasonable judgment of the
                                    Company, comparable in investment quality
                                    to such investments and obligors, or the
                                    direct or indirect parent of such
                                    obligors.

         "Change of Control" means the occurrence of any of the following:

                  (1) the sale, transfer, conveyance or other disposition,
         other than by way of merger or consolidation, in one or a series of
         related transactions, of all or substantially all of the assets of
         the Company and its Restricted Subsidiaries taken as a whole to any
         "person", as that term is used in Section 13(d)(3) of the Exchange
         Act;

                  (2) the adoption of a plan relating to the liquidation or
         dissolution of the Company;

                  (3) 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 ultimate Beneficial
         Owner, directly or indirectly, of more than 50% of the Voting Stock
         of the Company, measured by voting power rather than number of
         shares;

                  (4) the first day on which a majority of the members of the
         Board of Directors of the Company are not Continuing Directors; or

                  (5) 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).

         "Clearstream" means Clearstream Banking, societe anonyme.

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

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

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

                  (2) 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

                  (3) consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued and
         whether or not capitalized, including, without limitation,
         amortization of debt issuance costs and original issue discount,
         non-cash interest payments, the interest component of any deferred
         payment obligations, the interest component of all payments
         associated with Capital Lease Obligations, imputed interest with
         respect to Attributable Debt, commissions, discounts and other fees
         and charges incurred in respect of letter of credit or bankers'
         acceptance financings and 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

                  (4) 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 non-cash
         expenses, excluding any such non-cash expense to the extent that it
         represents an accrual of or reserve for cash expenses in any future
         period, of such Person and its Restricted Subsidiaries for such
         period to the extent that such depreciation, amortization and other
         non-cash expenses were deducted in computing such Consolidated Net
         Income; minus

                  (5) 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.

         "Consolidated Net Income" means, with respect to any specified 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:

                  (1) the Net Income (but not loss) of any Person (other than
         the Company) 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 specified Person or a Restricted Subsidiary of the Person;

                  (2) 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;

                  (3) 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

                  (4) 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:

                  (1) was a member of such Board of Directors on the date of
         this Indenture; or

                  (2) 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 Trustee" shall be at the address of
the Trustee specified in Section 12.02 hereof or such other address as to
which the Trustee may give notice to the Company.

         "Credit Facilities" means one or more debt facilities, including,
without limitation, the New Credit Facilities, or commercial paper facilities,
in each case with banks, investment funds 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 Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

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

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

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

         "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.

         "Disqualified Stock" means any Capital Stock that, by its terms, or
by the terms of any security into which it is convertible or for which it is
exchangeable, in each case at the option of the holder of the security, or
upon the happening of any event, matures, excluding any maturity as the result
of the optional redemption thereof, or is mandatorily redeemable, pursuant to
a sinking fund obligation or otherwise, or redeemable at the option of the
holder, in whole or in part, on or prior to the date on which the Notes
mature, except to the extent that such Capital Stock is solely redeemable
with, or solely exchangeable for, any Equity Interests of the Company that are
not Disqualified Stock; provided, however, that only the portion of the
Capital Stock or other security which so matures, is mandatorily redeemable or
is so redeemable at the option of the holder prior to such date shall be
deemed to be Disqualified Stock; provided further that if such Capital Stock
or other security is issued to any employee or to any plan for the benefit of
employees of the Company or its Subsidiaries or by any such plan to such
employees, such Capital Stock or other security shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the
Company or any of its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee's termination, death or
disability. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders of the Capital
Stock have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to
such provisions unless such repurchase or redemption complies with Section
4.07 hereof.

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

         "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.

         "Equity Offering" means:

                  (1) an offering or sale of Capital Stock, other than
         Disqualified Stock, of the Company; or

                  (2) the contribution of cash to the Company as an equity
         capital contribution, other than in respect of Disqualified 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 Registration Rights
Agreement.

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

         "Excluded Subsidiary" means each of the following Subsidiaries of the
Company: Ball Corporation, a Nevada corporation; Ball Glass Containers, Inc.,
a Delaware corporation; Ball Metal Container Corporation, an Indiana
corporation; Ball Technology Licensing Corporation, an Indiana corporation;
Heekin Can, Inc., a Colorado corporation; Muncie and Western Railroad Company,
an Indiana corporation; Ball Asia Services Limited, a Delaware corporation;
Ball Glass Container Corporation, a Delaware corporation; Ball Holdings Corp.,
a Delaware corporation; Ball Technology Services Corporation, a California
corporation; Laser Communications International L.L.C., a Delaware limited
liability company and Space Operations International, L.L.C., a Maryland
limited liability company, together with such other Subsidiaries of the
Company as may from time to time be designated by the Company as "Excluded
Subsidiaries" pursuant to an Officers' Certificate delivered to the Trustee;
provided, that each such Subsidiary shall be an Excluded Subsidiary only if
and only for so long as:

                  (1) the aggregate of the net sales of all such Subsidiaries
         shall not exceed $10 million in any twelve-month period; and

                  (2) the aggregate of the assets, including capitalization,
         of all such Subsidiaries as of any date shall not exceed $10 million.

         "Existing Indebtedness" means Indebtedness of the Company, the
Company's Restricted Subsidiaries and Schmalbach-Lubeca AG and its
Subsidiaries, other than Indebtedness under the New Credit Facilities, in
existence on the date of this Indenture.

         "Existing Notes" means the Existing Senior Notes and the Existing
Subordinated Notes.

          "Existing Senior Notes" means up to $300 million of the Company's 7
3/4% Senior Notes due 2006.

         "Existing Subordinated Notes" means up to $250 million of the
Company's 8 1/4% Senior Subordinated Notes due 2008.

         "Existing Subordinated Notes Indenture" means the indenture governing
the Company's Existing Subordinated Notes.

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

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

                  (1) acquisitions that have been made by the specified Person
         or any of its Restricted Subsidiaries, including through mergers or
         consolidations and including any related financing transactions,
         during the 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 (3) of the
         proviso set forth in the definition of Consolidated Net Income;

                  (2) 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

                  (3) 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 specified Person or
         any of its Restricted Subsidiaries following the Calculation Date.

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

                  (1) 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, imputed interest with respect to Attributable Debt,
         commissions, discounts and other fees and charges incurred in respect
         of letter of credit or bankers' acceptance financings, and net
         payments, if any, pursuant to Hedging Obligations;

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

                  (3) 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

                  (4) 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 dividends on Equity Interests payable solely
         in Equity Interests of the Company, other than Disqualified Stock, or
         to the Company or a Restricted Subsidiary of the Company.

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

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

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

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) 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, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness.

         "Guarantors" means:

                  (1) each of Ball Aerospace & Technologies 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, Latas de Aluminio Ball, Inc., a Delaware
         corporation, Ball Pan-European Holdings, Inc., a Delaware
         corporation, BG Holdings I, Inc., a Delaware corporation, BG Holdings
         II, Inc., a Delaware corporation, Efratom Holding, Inc., a Colorado
         corporation, and any other Domestic Subsidiary of the Company as of
         the date of this Indenture (other than Ball Capital Corp., Ball Asia
         Pacific, any other Unrestricted Subsidiary and the Excluded
         Subsidiaries); and

                  (2) any other Subsidiary of the Company that executes a
         Supplemental Indenture in the form of Exhibit F and becomes a
         Guarantor in accordance with the provisions of this Indenture;

and their respective successors and assigns.

         "Hedging Counterparty" means, with respect to any Hedging
Obligations, any counterparty thereto, at the time such Hedging Obligations
are initially incurred, that is a holder, or an Affiliate thereof, of
Indebtedness under any Credit Facilities. For clarification, such counterparty
(and its successors and assigns) shall be deemed a Hedging Counterparty even
if it or its Affiliate ceases to be a holder of Indebtedness under any Credit
Facilities for any reason.

         "Hedging Obligations" means, with respect to any specified Person,
the net payment Obligations of such Person under:

                  (1) interest rate swap agreements, interest rate cap
         agreements and interest rate collar agreements; and

                  (2) other agreements or arrangements in respect of such
         Person's exposure to fluctuations in commodity prices, currency
         exchange rates or interest rates and, in each case, not entered into
         for speculative purposes.

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

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

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

                  (1) in respect of borrowed money;

                  (2) evidenced by bonds, notes, debentures or similar
         instruments or letters of credit, or reimbursement agreements in
         respect thereof;

                  (3) in respect of banker's acceptances;

                  (4) representing Capital Lease Obligations;

                  (5) representing the balance deferred and unpaid of the
         purchase price of any property, except any such balance that
         constitutes an accrued expense or trade payable; or

                  (6) representing any Hedging Obligations,

if and to the extent any of the preceding items, other than letters of credit
and Hedging Obligations, would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person, whether or not such Indebtedness is assumed by
the specified Person, and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person or any
liability of any person, whether or not contingent and whether or not it
appears on the balance sheet of such Person.

The amount of any Indebtedness outstanding as of any date shall be:

                  (1) the accreted value of the Indebtedness, in the case of
         any Indebtedness that does not require the current payment of
         interest; and

                  (2) the principal amount of the Indebtedness, together with
         any interest on the Indebtedness that is more than 30 days past due,
         in the case of any other Indebtedness.

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

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

         "Initial Notes" means the first $300 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

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

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons, including Affiliates, in the form of loans,
including Guarantees of Indebtedness or other Obligations, advances or capital
contributions, excluding commission, travel, 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 Restricted
Subsidiary of the Company 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 that were
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 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 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 or any lease
in the nature thereof; provided that in no event shall an operating lease be
deemed to constitute a Lien.

         "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% of the principal amount of such Indebtedness at such time.

         "Liquidated Damages" means the liquidated damages then owing under
the Registration Rights Agreement.

         "Moody's" means Moody's Investors Service, Inc.

         "Net Income" means, with respect to any specified Person, the net
income or loss of such Person, determined in accordance with GAAP and before
any reduction in respect of preferred stock dividends, excluding, however:

                  (1) 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;

                  (2) any extraordinary gain or loss, together with any
         related provision for taxes on such extraordinary gain or loss; and

                  (3) 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
amounts required to be applied to the repayment of Indebtedness, other than
Indebtedness under a Credit Facility secured by a Lien on the asset or assets
that were the subject of such Asset Sale and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance
with GAAP.

         "New Credit Facilities" means that certain credit facility, to be
entered into in connection with the transactions, which will consist of term
loan facilities in the amounts of $350 million, (euro)414 million and
(pound)79 million and revolving credit facilities in an aggregate U.S. dollar
equivalent amount of $450 million.

         "Non-Recourse Debt" means Indebtedness:

                  (1) as to which neither the Company nor any of its
         Restricted Subsidiaries, other than a Securitization Entity, if
         applicable, (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;

                  (2) no default with respect to which, including any rights
         that the holders of the Indebtedness may have to take enforcement
         action against an Unrestricted Subsidiary, would permit upon notice,
         lapse of time or both any holder of any other Indebtedness, other
         than the Notes, of the Company or any of its Restricted Subsidiaries
         to declare a default on such other Indebtedness or cause the payment
         of the Indebtedness to be accelerated or payable prior to its stated
         maturity; and

                  (3) 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, other than a
         Securitization Entity, if applicable.

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

         "Notes" means notes issued under this Indenture. The Initial Notes
and the Additional Notes shall be treated as a single class for all purposes
under this Indenture, and unless the context otherwise requires, all
references to the Notes shall include the Initial Notes and any Additional
Notes.

         "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 12.04 and
12.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
acceptable to the Trustee, that meets the requirements of Sections 12.04 and
12.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

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

         "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 Indenture and
businesses substantially similar, related or incidental thereto or reasonable
extensions thereof.

         "Permitted Investments" means:

                  (1) any Investment in the Company or in a Restricted
         Subsidiary of the Company;

                  (2) any Investment in Cash Equivalents;

                  (3) 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:

                           (a)      such Person becomes a Restricted
                                    Subsidiary of the Company; or

                           (b)      such Person is merged, consolidated or
                                    amalgamated with or into, or transfers or
                                    conveys substantially all of its assets
                                    to, or is liquidated into, the Company or
                                    a Restricted Subsidiary of the Company;

                  (4) any Investment made as a result of the receipt of
         non-cash consideration from an Asset Sale that was made pursuant to
         and in compliance with Section 4.10 hereof (including, without
         limitation, any sale or other disposition of all or a portion of the
         business constituting the aerospace and technologies segment of the
         Company) or any other disposition of assets not constituting an Asset
         Sale;

                  (5) any Investment made in exchange for the issuance of
         Equity Interests, other than Disqualified Stock, of the Company;

                  (6) other Investments in any Person having an aggregate fair
         market value, measured on the date each such Investment was made and
         without giving effect to subsequent changes in value, when taken
         together with all other Investments made pursuant to this clause (6)
         since the date of this Indenture not to exceed 2.5% of Total Assets;

                  (7) Hedging Obligations;

                  (8) (a) any Investment by the Company or a Restricted
         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 (b) any sale or
         transfer of receivables in connection with the Schmalbach Receivables
         Facility;

                  (9) any Investment existing on the date of this Indenture
         and any amendment, modification, restatement, supplement, extension,
         renewal, refunding, replacement, or refinancing, in whole or in part,
         thereof;

                  (10) any Investments received in satisfaction of judgments,
         settlements of debt or compromises of obligations incurred in the
         ordinary course of business, including pursuant to any plan of
         reorganization or similar arrangement upon the bankruptcy or
         insolvency of any trade creditor or customer;

                  (11) any Investment in Ball Asia Pacific, the proceeds of
         which are used to permanently repay Indebtedness of Ball Asia Pacific
         in an amount up to the amount that was outstanding on August 10,
         1998, plus any interest, prepayment penalty and reasonable costs
         associated with such repayment;

                  (12) Investments in Permitted Joint Ventures of up to $50
         million outstanding at any time;

                  (13) receivables owing to the Company or any Restricted
         Subsidiary of the Company if created or acquired in the ordinary
         course of business and payable or dischargeable in accordance with
         customary trade terms; provided that such trade terms may include
         such concessionary trade terms as the Company or any such Restricted
         Subsidiary deems reasonable under the circumstances;

                  (14) Investments deemed to have been made as a result of the
         acquisition of a Person that at the time of such acquisition held
         instruments constituting Investments that were not acquired in
         contemplation of the acquisition of such Person;

                  (15) Investments in prepaid expenses and lease, utility and
         workers' compensation performance and other similar deposits;

                  (16) commission, payroll, travel and similar advances to
         employees in the ordinary course of business;

                  (17) Investments consisting of intercompany indebtedness not
         prohibited under this Indenture;

                  (18) Investments consisting of the licensing or contribution
         of intellectual property pursuant to joint marketing arrangements
         with other Persons; and

                  (19) Investments consisting of purchases and acquisitions of
         inventory, supplies, materials and equipment or purchases of contract
         rights or licenses or leases of intellectual property, in each case
         in the ordinary course of business.

         "Permitted Joint Venture" means an entity characterized as 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 of the
Company.

         "Permitted Liens" means:

                  (1) Liens on assets, including, without limitation, the
         capital stock of a Subsidiary, of the Company or any of its
         Restricted Subsidiaries to secure Indebtedness under any Credit
         Facilities that is permitted by the terms of this Indenture to be
         incurred, whether pursuant to the terms of the first or second
         paragraph of Section 4.09 hereof or otherwise;

                  (2) Liens on the assets, including, but not limited to, the
         capital stock of a Subsidiary, of the Company or any of its
         Restricted Subsidiaries to secure Indebtedness in respect of any
         Hedging Obligations to any Hedging Counterparty, but only to the
         extent that such Hedging Obligations relate to Indebtedness that is
         permitted by the terms of this Indenture to be incurred;

                  (3) Liens on property or assets of a Person existing at the
         time such Person is acquired by, or merged into or consolidated with,
         the Company or any Restricted Subsidiary of the Company; provided,
         that such Liens were not put in place in contemplation thereof and do
         not extend to any property or assets other than those of the Person
         acquired by, or merged into or consolidated with, the Company or any
         Restricted Subsidiary of the Company;

                  (4) Liens on property or assets existing at the time of
         acquisition thereof by the Company or any Restricted Subsidiary of
         the Company, provided, that such Liens were not put in place in
         contemplation thereof and only extend to the property or assets so
         acquired;

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

                  (6) Liens to secure any Permitted Refinancing Indebtedness
         incurred to refinance any Indebtedness secured by any Lien referred
         to in the foregoing clauses (1) through (5), as the case may be, at
         the time the original Lien became a Permitted Lien;

                  (7) Liens in favor of the Company or any Restricted
         Subsidiary of the Company;

                  (8) Liens to secure Indebtedness permitted by clause (xvi)
         of the second paragraph of Section 4.09 hereof;

                  (9) 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 $50 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;

                  (10) Liens incurred or deposits made to secure the
         performance of statutory or regulatory obligations, bankers'
         acceptances, surety or appeal bonds, performance bonds, deposits to
         secure the performance of tenders, bids, trade contracts, government
         contracts, import duties, payment of rent, performance, letters of
         credit and return-of-money bonds, 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;

                  (11) Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent, that are not subject to penalties
         or interest for non-payment 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;

                  (12) Liens to secure Indebtedness, including Capital Lease
         Obligations, permitted by clause (iv) of the second paragraph of
         Section 4.09 hereof covering only the assets acquired with such
         Indebtedness;

                  (13) carriers', warehousemen's, mechanics', landlords',
         materialmen's, repairmen's, suppliers' or other like Liens arising in
         the ordinary course of business and deposits made to obtain the
         release of such liens and with respect of obligations not overdue for
         a period in excess of 60 days or which 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;

                  (14) easements, rights-of-way, zoning ordinances and similar
         charges, restrictions, exceptions or other irregularities,
         reservations of, or rights of others for: licenses, sewers, electric
         lines, telegraph and telephone lines, 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 materially interfere with the ordinary conduct of the business
         of the Company and its Restricted Subsidiaries taken as a whole;

                  (15) 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;

                  (16) leases or subleases granted to third Persons not
         materially interfering with the ordinary course of business of the
         Company and its Restricted Subsidiaries taken as a whole;

                  (17) Liens, other than any Lien imposed by ERISA or any rule
         or regulation promulgated thereunder, incurred or pledges or deposits
         made in the ordinary course of business in connection with workers'
         compensation, unemployment insurance and other types of social
         security;

                  (18) deposits made in the ordinary course of business to
         secure liability to insurance carriers;

                  (19) 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;

                  (20) any attachment or judgment Lien not constituting an
         Event of Default under clause (i) of Section 6.01 hereof and Liens
         arising from the rendering of a judgment that is not a final judgment
         or order against the Company or any Restricted Subsidiary with
         respect to which the Company or such Restricted Subsidiary is then
         proceeding with an appeal or other proceeding for review or in
         connection with surety or appeal bonds in connection with such
         attachment or judgment;

                  (21) any interest or title of a lessor or sublessor under
         any operating lease or capital lease;

                  (22) 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;

                  (23) Liens under licensing agreements for use of
         intellectual property entered into in the ordinary course of
         business;

                  (24) Liens arising from Uniform Commercial Code financing
         statement filings regarding operating leases entered into by the
         Company and its Restricted Subsidiaries in the ordinary course of
         business; and

                  (25) Rights of set-off of banks and other Persons.

         "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:

                  (1) the principal amount, or accreted value, if applicable,
         of such Permitted Refinancing Indebtedness does not exceed the
         principal amount, or accreted value, if applicable, of the
         Indebtedness extended, refinanced, renewed, replaced, defeased or
         refunded, plus all accrued interest and premiums on the Indebtedness
         and the amount of all fees, expenses, prepayment penalties and
         premiums incurred in connection therewith;

                  (2) 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;

                  (3) if the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded is subordinated in right of payment to
         the Notes, such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and is
         subordinated in right of payment to, the Notes on terms at least as
         favorable to the holders of Notes as those contained in the
         documentation governing the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded; and

                  (4) such Indebtedness is incurred either by the Company or
         by the Restricted Subsidiary who is the obligor on the Indebtedness
         being extended, refinanced, renewed, replaced, defeased or refunded.

         "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or 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 Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

         "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 90 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 90 preceding days.

         "Registration Rights Agreement" means the Registration Rights
Agreement with respect to the Notes, dated as of December 19, 2002, 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.

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

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

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

         "Regulation S Temporary Global Note" means a temporary global Note
substantially in the form of Exhibit A 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 Notes initially sold in reliance on Rule 903 of
Regulation S.

         "Responsible Officer" when used with respect to the Trustee, means
any officer within the corporate trust department of the Trustee, including
any vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the 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 Indenture.

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

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

         "Restricted Investment" means 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 Indenture, all Subsidiaries of the Company other than Ball Asia
Pacific, 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 the Securities Act.

         "S&P" means Standard & Poor's Ratings Group.

         "Schmalbach-Lubeca AG" means Schmalbach-Lubeca AG, and any and all
successors thereto, including, but not limited to Schmalbach-Lubeca GmbH.

         "Schmalbach Receivables Facility" means the existing accounts
receivable 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 and its existing and future European subsidiaries, the
Company's 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 (1)
is guaranteed by the Company or any Restricted Subsidiary of the Company,
other than the Securitization Entity, other than pursuant to Standard
Securitization Undertakings or Limited Originator Recourse, (2) 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 (3) 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 Trustee by filing with
the 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.

         "Series A Notes" means the $300.0 million of 6?% Senior Notes due
2012 issued hereunder.

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

         "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the 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 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 the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.

         "Subsidiary" means, with respect to any specified Person:

                  (1) 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

                  (2) any partnership (a) the sole general partner or the
         managing general partner of which is such Person or an entity
         described in clause (1) and related to such Person or (b) the only
         general partners of which are such Person or one or more entities
         described in clause (1) and related to such Person, or any
         combination thereof.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this 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 Acquisition, the offering of the Initial
Notes, the repayment of approximately $389 million of certain existing debt of
the Company, the borrowings under the New Credit Facilities on the date of
this Indenture, the Company's consent solicitation completed on December 3,
2002 and the payment of related fees and expenses.

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

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

         "Unrestricted Subsidiary" means (a) each of Ball Asia Pacific, Ball
Capital Corp., and the Excluded Subsidiaries and (b) any Subsidiary of the
Company that is designated by the Board of Directors of the Company as an
Unrestricted Subsidiary pursuant to a board resolution, but only to the extent
that such Subsidiary:

                  (1) has no Indebtedness other than Non-Recourse Debt;

                  (2) 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;

                  (3) is a Person with respect to which neither the Company
         nor any of its Restricted Subsidiaries has any direct or indirect
         obligation (a) to subscribe for additional Equity Interests or (b) to
         maintain or preserve such Person's net worth; and

                  (4) 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 designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the board resolution giving effect to such designation and
an Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of
the Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of such Section 4.09. 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 (1) 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; and (2) no Default or Event of
Default would be in existence following such designation.

         "U.S. Person" means a U.S. person as defined in Rule 902(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:

                  (1) 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 of the Indebtedness, 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

                  (2) 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 are directly or
indirectly owned by the Company.

Section 1.02 Other Definitions.

                                                                Defined in
Term                                                              Section
"Affiliate Transaction".........................................   4.11
"Asset Sale Offer"..............................................   4.10
"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"...........................................   8.03
"DTC"...........................................................   2.03
"Event of Default"..............................................   6.01
"Excess Proceeds"...............................................   4.10
"Incur".........................................................   4.09
"Investment Grade Ratings"......................................   4.21
"Legal Defeasance"..............................................   8.02
"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
"Suspended Covenants"...........................................   4.21

Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04 Rules of Construction.

         Unless the context otherwise requires:

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

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

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

         (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S
Temporary Global Note, which shall be deposited on behalf of the purchasers of
the Notes represented thereby with the 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 Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The Restricted Period
shall be terminated upon the receipt by the Trustee of (i) a written
certificate from the Depositary, together with copies of certificates from
Euroclear and Clearstream 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 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 Note or an IAI Global Note bearing a Private Placement
Legend, all as contemplated by Section 2.06(b) hereof), and (ii) an Officers'
Certificate from the Company. Following the termination of the Restricted
Period, beneficial interests in the Regulation S Temporary Global Note shall
be exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures. Simultaneously with the authentication
of Regulation S Permanent Global Notes, the Trustee shall cancel the
Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be,
in connection with transfers of interest as hereinafter provided.

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

Section 2.02 Execution and Authentication.

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

         A Note and/or a Guarantee shall not be valid until authenticated by
the manual signature of the Trustee. The signature shall be conclusive
evidence that the Note or Guarantee, as applicable, has been authenticated
under this Indenture.

         The Trustee shall, upon a written order of the Company signed by one
Officer (an "Authentication Order"), authenticate Notes and Guarantees for
original issue in accordance with this Indenture.

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

Section 2.03 Registrar and Paying Agent.

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

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

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

Section 2.04 Paying Agent to Hold Money in Trust.

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

Section 2.05 Holder Lists.

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

Section 2.06 Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global
Notes shall be exchanged by the Company for Definitive Notes if:

                  (1) the Company delivers to the Trustee notice from the
         Depositary that it is unwilling or unable to continue to act as
         Depositary or that it is no longer a clearing agency registered under
         the Exchange Act and, in either case, a successor Depositary is not
         appointed by the Company within 120 days after the date of such
         notice from the Depositary; or

                  (2) the Company in its sole discretion determines that the
         Global Notes (in whole but not in part) should be exchanged for
         Definitive Notes and delivers a written notice to such effect to the
         Trustee; provided that in no event shall the Regulation S Temporary
         Global Note be exchanged by the Company for Definitive 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 (1) or (2)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10
hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Sections 2.06(b), (c) or
(f) hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (1) or (2) below, as applicable, as well
as one or more of the other following subparagraphs, as applicable:

                  (1) Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, transfers of beneficial interests in the Temporary
         Regulation S Global Note may not be made to a U.S. Person or for the
         account or benefit of a U.S. Person (other than an Initial
         Purchaser). Beneficial interests in any Unrestricted Global Note may
         be transferred to Persons who take delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Note. No written orders
         or instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(1).

                  (2) All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(1) above, the transferor of such beneficial interest must
         deliver to the Registrar either:

                           (A) (i) a written order from a Participant or an
                  Indirect Participant given to the Depositary in accordance
                  with the Applicable Procedures directing the Depositary to
                  credit or cause to be credited a beneficial interest in
                  another Global Note in an amount equal to the beneficial
                  interest to be transferred or exchanged; and

                                    (ii) instructions given in accordance with
                           the Applicable Procedures containing information
                           regarding the Participant account to be credited
                           with such increase; or

                           (B) (i) a written order from a Participant or an
                  Indirect Participant given to the Depositary in accordance
                  with the Applicable Procedures directing the Depositary to
                  cause to be issued a Definitive Note in an amount equal to
                  the beneficial interest to be transferred or exchanged; and

                                    (ii) instructions given by the Depositary
                           to the Registrar containing information regarding
                           the Person in whose name such Definitive Note shall
                           be registered to effect the transfer or exchange
                           referred to in (1) above; provided that in no event
                           shall Definitive Notes be issued upon the transfer
                           or exchange of beneficial interests in the
                           Regulation S Temporary Global 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)(2) shall
                           be deemed to have been satisfied upon receipt by
                           the Registrar of the instructions contained in the
                           Letter of Transmittal delivered by the Holder of
                           such beneficial interests in the Restricted Global
                           Notes. Upon satisfaction of all of the requirements
                           for transfer or exchange of beneficial interests in
                           Global Notes contained in this Indenture and the
                           Notes or otherwise applicable under the Securities
                           Act, the Trustee shall adjust the principal amount
                           of the relevant Global Note(s) pursuant to Section
                           2.06(h) hereof.

                  (3) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may
         be transferred to a Person who takes delivery thereof in the form of
         a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(2) above
         and the Registrar receives the following:

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

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

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

                  (4) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may
         be exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note if the exchange or transfer complies with
         the requirements of Section 2.06(b)(2) above and:

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

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

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

                           (D) the Registrar receives the following:

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

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

                           and, in each such case set forth in this
                           subparagraph (D), if the Registrar so requests or
                           if the Applicable Procedures so require, an Opinion
                           of Counsel in form reasonably acceptable to the
                           Registrar to the effect that such exchange or
                           transfer is in compliance with the Securities Act
                           and 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 Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

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

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

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

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

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

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

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Company shall execute and the Trustee shall authenticate and deliver to
the Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note
issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend
and shall be subject to all restrictions on transfer contained therein.
Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest
in the Regulation S Temporary Global Note may not be exchanged for a
Definitive Note or transferred to a Person who takes delivery thereof in the
form of a Definitive 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(b)(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.

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

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

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

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

                           (D) the Registrar receives the following:

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

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

                  and, in each such case set forth in this subparagraph (D),
                  if the Registrar so requests or if the Applicable Procedures
                  so require, an Opinion of Counsel in form reasonably
                  acceptable to the Registrar to the effect that such exchange
                  or transfer is in compliance with the Securities Act and
                  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.

                  (3) Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Definitive Note, then, upon satisfaction of the conditions set forth
         in Section 2.06(b)(3) hereof, the Trustee shall cause the aggregate
         principal amount of the applicable Global Note to be reduced
         accordingly pursuant to Section 2.06(h) hereof, and the Company shall
         execute and the Trustee shall authenticate and deliver to the Person
         designated in the instructions a Definitive Note in the appropriate
         principal amount. Any Definitive Note issued in exchange for a
         beneficial interest pursuant to this Section 2.06(c)(3) shall be
         registered in such name or names and in such authorized denomination
         or denominations as the holder of such beneficial interest shall
         instruct the Registrar through instructions from the Depositary and
         the Participant or Indirect Participant. The Trustee shall deliver
         such Definitive Notes to the Persons in whose names such Notes are so
         registered. Any Definitive Note issued in exchange for a beneficial
         interest pursuant to this Section 2.06(c)(iii) shall not bear the
         Private Placement Legend.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           (D) the Registrar receives the following:

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

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

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and 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)(2), the Trustee shall cancel
         the Definitive Notes and increase or cause to be increased the
         aggregate principal amount of the Unrestricted Global Note.

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

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note has
         not yet been issued, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate one or more Unrestricted Global Notes in
         an aggregate principal amount equal to the principal amount of
         Definitive Notes so transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of
transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by 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).

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

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

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

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

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

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

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

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

                           (D) the Registrar receives the following:

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

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

                           and, in each such case set forth in this
                           subparagraph (D), if the Registrar so requests, an
                           Opinion of Counsel in form reasonably acceptable to
                           the Company to the effect that such exchange or
                           transfer is in compliance with the Securities Act
                           and 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.

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

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.02,
the Trustee shall authenticate:

                  (1) one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of the beneficial
         interests in the Restricted Global Notes tendered for acceptance by
         Persons that certify in the applicable Letters of Transmittal that
         (A) they are not broker-dealers, (B) they are not participating in a
         distribution of the Series B Notes and (C) they are not affiliates
         (as defined in Rule 144) of the Company, and accepted for exchange in
         the Exchange Offer; and

                  (2) Unrestricted Definitive Notes in an aggregate principal
         amount equal to the principal amount of the Restricted Definitive
         Notes accepted for exchange in the Exchange Offer.

         Concurrently with the issuance of such Notes, the Trustee shall cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of
Definitive Notes so accepted Definitive Notes in the appropriate principal
amount.

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

                  (1) Private Placement Legend.

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

         "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
         STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
         OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
         PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
         INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
         SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
         QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
         WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
         (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
         ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
         INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
         ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE
         UNITED STATES."

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

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

         "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS 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 INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
         IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
         INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
         CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
         GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
         PRIOR WRITTEN CONSENT OF THE COMPANY.

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
         DEFINITIVE FORM, THIS 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."

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

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

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

         (i) General Provisions Relating to Transfers and Exchanges.

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

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

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

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

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

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

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

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

Section 2.07 Replacement Notes.

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

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

Section 2.08 Outstanding Notes.

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

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

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

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

Section 2.09 Treasury Notes.

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

Section 2.10 Temporary Notes.

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

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

Section 2.11 Cancellation.

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

Section 2.12 Defaulted Interest.

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

Section 2.13 CUSIP Number.

         The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the 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 Notes, and any such redemption shall not be affected by any
defect in or the omission of such numbers. The Company shall promptly notify
the Trustee of any change in the CUSIP numbers.

                                  ARTICLE 3.
                           REDEMPTION AND PREPAYMENT

Section 3.01 Notice to Trustee.

         If the Company elects to redeem Notes pursuant to the redemption
provisions of Section 3.07 hereof, it shall furnish to the 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 Indenture pursuant to which
the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price and (v) the CUSIP
numbers of the Notes to be redeemed.

Section 3.02 Selection of Notes to Be Redeemed.

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

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

Section 3.03 Notice of Redemption.

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

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

                  (1) the redemption date;

                  (2) the redemption price;

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

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

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

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

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

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

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

Section 3.04 Effect of Notice of Redemption.

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

Section 3.05 Deposit of Redemption Price.

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

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

Section 3.06 Notes Redeemed in Part.

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

         No Notes of $1,000 or less can be redeemed in part.

Section 3.07 Optional Redemption.

         At any time prior to December 15, 2005, the Company may, on any one
or more occasions, redeem, in whole or in part, up to 35% of the aggregate
principal amount of the Notes, including Additional Notes, if any, issued
under this Indenture at a redemption price of 106.875% of the principal amount
of the Notes redeemed, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the redemption date, with the net cash proceeds of
one or more Equity Offerings; provided, that:

                  (1) at least 65% of the aggregate principal amount of the
         Notes, including Additional Notes, if any, issued under this
         Indenture remains outstanding immediately after the occurrence of
         such redemption, excluding Notes held by the Company and its
         Subsidiaries; and

                  (2) the redemption occurs within 90 days of the date of the
         closing of such Equity Offering.

         Except pursuant to the preceding paragraph, the Notes will not be
redeemable at the Company's option prior to December 15, 2007.

         On or after December 15, 2007, the Company, at its option, may redeem
all or a part of the Notes upon not less than 30 nor more than 60 days'
notice, at the redemption prices, expressed as percentages of principal
amount, set forth below, plus accrued and unpaid interest and Liquidated
Damages, if any, on the Notes redeemed, to the applicable redemption date, if
redeemed during the twelve-month period beginning on December 15 of the years
indicated below:

Year                                                                Percentage
2007................................................................103.438%
2008................................................................102.292%
2009................................................................101.146%
2010 and thereafter................................................ 100.000%


Section 3.08 Mandatory Redemption.

          Other than as specifically provided in Sections 3.09, 4.10 or 4.15
hereof, the Company shall not be required to make any mandatory redemption or
sinking fund payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

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

         The 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 Notes and
such other pari passu Indebtedness required to be purchased pursuant to
Section 4.10 hereof (the "Offer Amount") or, if less than the Offer Amount has
been tendered, all Notes and such other pari passu Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

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

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders. The
notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer
shall be made to all Holders and all holders of other Indebtedness that is
pari passu with the Notes containing similar provisions to those set forth in
this Indenture with respect to offers to purchase or redeem with the proceeds
of sales of assets. The notice, which shall govern the terms of the Asset Sale
Offer, shall state:

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

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

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

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

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

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

                  (7) 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 Note the Holder
         delivered for purchase and a statement that such Holder is
         withdrawing his election to have such Note purchased;

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

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

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

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01 Payment of 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 Notes on the dates and in the manner provided in the 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 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 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 Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Administration Office of the Trustee.

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

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

Section 4.03 Reports.

         (a) Whether or not the Company is required by the SEC, so long as any
Notes are outstanding, the Company shall furnish to the Holders of Notes
within the time periods specified in the SEC's rules and regulations:

                  (1) all quarterly and annual financial information that
         would be required to be contained in a filing with the SEC on Forms
         10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" and, with respect to the annual
         information only, a report on the annual financial statements by the
         Company's independent public accountants (which shall be firm(s) of
         established national reputation); and

                  (2) all current reports that would be required to be filed
         with the SEC on Form 8-K if the Company were required to file such
         reports.

In addition, whether or not required by the rules and regulations of the SEC,
the Company shall file a copy of all such information and reports referred to
in clauses (1) and (2) above with the SEC for public availability within the
time periods specified in the SEC's rules and regulations, unless the SEC will
not accept such a filing, and make such information available to securities
analysts and prospective investors upon request. The Company shall at all
times comply with TIA Section 314(a). Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on
Officers' Certificates).

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

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

         (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, 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 Notes.

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Restricted Payments.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

         (i) declare or pay any dividend or make any other payment or
distribution on account of the Company's 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
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;

         (iii) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Guarantees, except a payment of interest or
principal at Stated Maturity of such Indebtedness; 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 of such Restricted Payment; 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 August 10, 1998, excluding Restricted Payments permitted by
clauses (ii), (iii), (iv) and (vi) 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 commencing August 10, 1998 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 since August 10,
         1998 as a contribution to its common equity capital or from the issue
         or sale of Equity Interests of the Company (other than Disqualified
         Stock), or from the issue or sale of Disqualified Stock or debt
         securities of the Company that have been converted into or exchanged
         for such Equity Interests, other than Equity Interests, Disqualified
         Stock or debt securities sold to a Restricted Subsidiary of the
         Company, 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 August 10, 1998 is sold for cash or
         otherwise liquidated or repaid for cash, or any Unrestricted
         Subsidiary which is designated as an Unrestricted Subsidiary
         subsequent to August 10, 1998 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, 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 of the dividend, if at the date of declaration
         the dividend payment would have complied with the provisions of this
         Indenture;

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

                  (iii) the payment, purchase, defeasance, retirement
         redemption, repurchase or other acquisition (a) of subordinated
         Indebtedness of the Company or any Restricted Subsidiary of the
         Company with the net cash proceeds from an incurrence of Permitted
         Refinancing Indebtedness or (b) of any Disqualified Stock of the
         Company in exchange for, or out of the net cash proceeds of the
         substantially concurrent sale of, Disqualified Stock of the Company
         that is not prohibited by the terms of this Indenture to be issued;

                  (iv) the payment of dividends on the Company's Common Stock
         of up to a combined amount of $30.0 million per annum; provided that
         up to $10.0 million of such amount that is not utilized by the
         Company to pay dividends in any calendar year may be carried forward
         to any subsequent year;

                  (v) (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 $25.0 million
         in the aggregate since the date of this 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;

                  (vi) 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;

                  (vii) the repurchase, redemption or other acquisition or
         retirement for value of the Existing Subordinated Notes pursuant to
         the provisions described under Section 3.07, 4.10 or 4.15 of the
         Existing Subordinated Notes Indenture;

                  (viii) the distribution, as a dividend or otherwise, of
         shares of Capital Stock of, or Indebtedness owed to Ball or a
         Restricted Subsidiary of Ball by, Unrestricted Subsidiaries; and

                  (ix) other Restricted Payments in an aggregate amount since
         the date of this Indenture not to exceed $100.0 million under this
         clause (ix);

provided that, with respect to clauses (iv), (vii) and (ix) above, no Default
or Event of Default shall have occurred and be continuing immediately after
such transaction or as a consequence thereof.

         The amount of all Restricted Payments, other than cash, shall be the
fair market value on the date of the Restricted Payment of the assets or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be
valued by this Section 4.07 shall be determined by the Board of Directors of
the Company whose resolution with respect thereto shall be delivered to the
Trustee.

         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 of the Company and such amounts may be credited to clause (c)
above, then such amounts shall 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 to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

         (a) pay dividends or make any other distributions on its Capital
Stock to the Company or any of its Restricted Subsidiaries, or with respect to
any other interest or participation in, or measured by, its profits, or pay
any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

         (b) make loans or advances to the Company or any of its Restricted
Subsidiaries; or

         (c) transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries.

         However, the preceding restrictions do not apply to such encumbrances
or restrictions existing under or by reason of

         (a) agreements governing Existing Indebtedness as in effect on the
date of this Indenture;

         (b) other encumbrances and restrictions in effect on the date of this
Indenture;

         (c) any Credit Facilities, including the New Credit Facilities, as in
effect on the date of this Indenture, and any extensions, amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof and other Credit Facilities not
prohibited under this Indenture, provided that such extensions, amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings and other Credit Facilities are not materially
more restrictive, taken as a whole, with respect to such dividend and other
payment restrictions than those contained in the New Credit Facilities as in
effect on the date of this Indenture;

         (d) the several indentures governing the Notes and the Existing
Notes, the Notes, the Existing Notes and the related subsidiary guarantees;

         (e) applicable law or any applicable rule, regulation or order;

         (f) existing with respect to any Person or the property or assets of
such person acquired by the Company or any of its Restricted Subsidiaries as
in effect at the time of such acquisition, and not incurred in connection with
or in contemplation of such acquisition, which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other
than the Person, or the property or assets of the Person, so acquired,
provided, that in the case of Indebtedness, such Indebtedness was permitted by
the terms of this Indenture to be incurred;

         (g) customary non-assignment provisions in leases or other contracts
entered into in the ordinary course of business;

         (h) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on that property of the nature
described in clause (c) of the preceding paragraph;

         (i) Indebtedness of Restricted Subsidiaries; provided that such
Indebtedness was not prohibited under this Indenture;

         (j) Permitted Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are not materially more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced;

         (k) Liens securing Indebtedness otherwise permitted to be incurred
under the provisions of Section 4.12 hereof that limit the right of the debtor
to dispose of the assets subject to such Liens;

         (l) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements, asset sale agreements, stock
sale agreements and other similar agreements entered into in the ordinary
course of business;

         (m) 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 may
apply only to such Securitization Entity;

         (n) any restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition;

         (o) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business; and

         (p) any encumbrance or restriction of the type referred to in clauses
(a) through (c) of the first paragraph of this Section 4.08 imposed by any
extension, amendment, modification, restatement, renewal, increase,
supplement, refunding, replacement or refinancing of an agreement, contract,
instrument or obligation referred to in clauses (a) through (o) above that is
not materially more restrictive, taken as a whole, than the encumbrance or
restriction imposed by the applicable predecessor agreement, contract,
instrument or obligation.

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

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness, including
Acquired Debt, and the Company shall not issue any Disqualified Stock and
shall not permit any of its Restricted Subsidiaries to issue any shares of
preferred stock; provided, however, that the Company may incur Indebtedness,
including Acquired Debt, 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 2.0 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
prohibit the incurrence of any of the following items of Indebtedness or the
issuance of preferred stock, as applicable (collectively, "Permitted Debt"):

                  (i) the incurrence by the Company or any of its Restricted
         Subsidiaries of additional Indebtedness under Credit Facilities in an
         aggregate principal amount at any one time outstanding under this
         clause (i), with letters of credit being deemed to have a principal
         amount equal to the maximum potential liability of the Company and
         its Restricted Subsidiaries thereunder, not to exceed $1,350 million
         less the aggregate amount of all Net Proceeds of Asset Sales applied
         by the Company or any of its Restricted Subsidiaries since the date
         of this Indenture to repay any term Indebtedness under any Credit
         Facility or to repay any revolving credit Indebtedness under any
         Credit Facility and effect a corresponding commitment reduction
         thereunder pursuant to Section 4.10 hereof;

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

                  (iii) the incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes and the Guarantees to be issued
         on the date of this Indenture and the Series B Notes and the
         Guarantees to be issued pursuant to the Registration Rights
         Agreement;

                  (iv) 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
         (iv), not to exceed 7.5% of Total Assets at any time outstanding;

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

                  (vi) 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 or any Guarantor is the obligor
                  on such Indebtedness, such Indebtedness must be expressly
                  subordinated to the prior payment in full in cash of all
                  Obligations with respect to the Notes, in the case of the
                  Company, or any such Guarantor's Guarantee, in the case of a
                  Guarantor; and

                           (ii) (a) any subsequent issuance or transfer of
                  Equity Interests that results in any such Indebtedness being
                  held by a Person other than the Company or a Restricted
                  Subsidiary of the Company and (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
                  (vi);

                  (vii) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations that are incurred in the normal
         course of business and not for speculative purposes;

                  (viii) 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, appeal 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;

                  (ix) the incurrence of Indebtedness arising from agreements
         of the Company or a Restricted Subsidiary of the Company 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;

                  (x) 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;

                  (xi) 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 Restricted
         Subsidiaries (other than Securitization Entities), except for
         Standard Securitization Undertakings and Limited Originator Recourse;

                  (xii) the guarantee by the Company or any Restricted
         Subsidiary 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;

                  (xiii) Indebtedness of the Company or a Restricted
         Subsidiary owed to, including obligations in respect of letters of
         credit for the benefit of, any Person in connection with workers'
         compensation, health, disability or other employee benefits or
         property, casualty or liability insurance provided by such Person to
         the Company or a Restricted Subsidiary of the Company, pursuant to
         reimbursement or indemnification obligations to such Person, in each
         case incurred in the ordinary course of business;

                  (xiv) Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         drawn against insufficient funds in the ordinary course of business,
         provided that such Indebtedness is extinguished within two business
         days of its incurrence;

                  (xv) the issuance of shares of preferred stock by a
         Restricted Subsidiary to the Company or another Restricted
         Subsidiary; provided that any subsequent issuance or transfer of any
         Capital Stock or any other event which results in any such Restricted
         Subsidiary ceasing to be a Restricted Subsidiary or any other
         subsequent transfer of any such shares of preferred stock (except to
         the Company or another Restricted Subsidiary) shall be deemed in each
         case to be an issuance of such shares of preferred stock that was not
         permitted by this clause (xv); and

                  (xvi) 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 Indebtedness incurred pursuant to this
         clause (xvi), not to exceed $150 million.

         The Company shall not incur any Indebtedness (including Permitted
Debt) that is contractually subordinated in right of payment to any other
Indebtedness of the Company unless such Indebtedness is also contractually
subordinated in right of payment to the Notes on substantially identical
terms; provided, however, that no Indebtedness of the Company shall be deemed
to be contractually subordinated in right of payment to any other Indebtedness
of the Company solely by virtue of being unsecured.

         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 (xvi)
above, or is entitled to be incurred pursuant to the first paragraph of this
Section 4.09, the Company, in its sole discretion, shall be permitted to
classify such item of Indebtedness on of the date of its incurrence, or later
reclassify such item of Indebtedness, 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.

         The accrual of interest, the accretion or amortization of original
issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the payment of dividends on
Disqualified Stock in the form of additional shares of the same class of
Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or
an issuance of Disqualified Stock for purposes of this Section 4.09.
Indebtedness includes the Guarantee by the specified Person of (i) any
Indebtedness of any other Person or (ii) any liability of any other Person,
whether or not contingent and whether or not it appears on the balance sheet
of such Person, but only to the extent not otherwise included in determining
compliance with this Section 4.09.

Section 4.10 Asset Sales.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

         (i) the Company or the Restricted Subsidiary, as the case may be,
receives consideration at the time of the Asset Sale at least equal to the
fair market value of the assets or Equity Interests issued or sold or
otherwise disposed of;

         (ii) the fair market value is determined by the Company's Board of
Directors and evidenced by a resolution of the Board of Directors set forth in
an Officers' Certificate delivered to the Trustee with respect to any Asset
Sale determined to have a fair market value greater than $25 million; and

         (iii) at least 75% of the consideration received in the Asset Sale by
the Company or such Restricted Subsidiary is in the form of cash or Cash
Equivalents. For purposes of this provision, each of the following shall be
deemed to be cash:

                  (w) any liabilities, as shown on the Company's or such
         Restricted Subsidiary's most recent consolidated balance sheet, of
         the Company or any Restricted Subsidiary, other than contingent
         liabilities and liabilities that are by their terms subordinated to
         the Notes or any 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 in that conversion;

                  (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 7.5% 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;

         provided, that this clause (iii) shall not be applicable to any sale
or other disposition of all or a portion of the business constituting the
aerospace and technologies segment of the Company.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may, at its option and to the extent the Company elects,
apply those Net Proceeds:

         (a) to repay Indebtedness and other Obligations under any Credit
Facility, and, if the Indebtedness repaid is revolving credit Indebtedness, to
correspondingly permanently reduce commitments with respect thereto;

         (b) to acquire all or substantially all of the assets of, or a
majority of the Voting Stock of, another Permitted Businesses;

         (c) to make a capital expenditure in a Permitted Business;

         (d) to acquire other long-term assets in a Permitted Business; or

         (e) to make an Investment in Additional Assets; provided, that the
Company shall be deemed to have complied with this clause (e) 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 Net Proceeds, the Company may
temporarily reduce Indebtedness or otherwise invest the Net Proceeds in any
manner that is not prohibited by this Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the second preceding paragraph shall constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $20.0 million, the
Company shall make an offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar
to those set forth in this Indenture with respect to offers to purchase or
redeem with the proceeds of sales of assets (an "Asset Sale Offer") to
purchase the maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer shall be equal to 100% of the principal amount plus
accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase, and shall be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu Indebtedness to be purchased on a
pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.

Section 4.11 Transactions With Affiliates.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless

                  (1) 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

                  (2) the Company delivers to the Trustee:

                           (A) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $10 million, a resolution of the
                  Board of Directors of the Company set forth in an Officers'
                  Certificate certifying that such Affiliate Transaction
                  complies with clause (1) above and that such Affiliate
                  Transaction has been approved by a majority of the
                  disinterested members of the Board of Directors of the
                  Company; and

                           (B) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $50 million, an opinion as to the
                  fairness to the Company of such Affiliate Transaction from a
                  financial point of view issued by an accounting, appraisal
                  or investment banking firm of national standing.

         (b) The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of Section
4.11(a) hereof:

                  (1) any employment, severance or termination agreement
         entered into by the Company or any of its Restricted Subsidiaries in
         the ordinary course of business;

                  (2) transactions between or among the Company and/or its
         Restricted Subsidiaries;

                  (3) transactions between or among the Company and/or its
         Restricted Subsidiaries with Ball Asia Pacific 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, to Affiliates of the Company;

                  (5) Restricted Payments that are permitted by and
         Investments that are not prohibited by Section 4.07 hereof;

                  (6) advances to employees for moving, entertainment and
         travel expenses, drawing accounts and similar expenditures in the
         ordinary course of business;

                  (7) 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;

                  (8) transactions effected as part of a Qualified
         Securitization Transaction;

                  (9) the grant of stock options or similar rights to
         officers, employees, consultants and directors of the Company and, to
         the extent otherwise permitted under this Indenture, to any
         Restricted Subsidiary, pursuant to plans approved by the Board of
         Directors of the Company and issuance of securities pursuant thereto;
         and

                  (10) transactions pursuant to any arrangement, contract or
         agreement in existence on the date of this Indenture, as such
         arrangement may be amended or restated, renewed, extended,
         refinanced, refunded or replaced from time to time, provided that any
         such amendment or restatement, renewal, extension, refinancing,
         refund or replacement is on terms and conditions not materially less
         favorable to the Company or its Restricted Subsidiaries taken as a
         whole than the arrangement, contract or agreement in existence on the
         date of this Indenture.

Section 4.12 Liens.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or suffer to exist 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 Indenture and the 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 Articles 5 and 10 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each of its Restricted Subsidiaries and any Unrestricted Subsidiary with $20
million of net sales in the most recent twelve month period or assets of $20
million, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company, any Restricted
Subsidiary or any Unrestricted Subsidiary with $20 million of net sales in the
most recent twelve month period or assets of $20 million and (ii) the rights
(charter and statutory), licenses and franchises of the Company, its
Restricted Subsidiaries and any Unrestricted Subsidiary with $20 million of
net sales in the most recent twelve month period or assets of $20 million;
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 Notes.

Section 4.15 Offer to Purchase Upon Change of Control.

         (a) If a Change of Control occurs, and the Company does not redeem
the Notes as described in Section 3.07 hereof within 60 days after the Change
of Control, each Holder of Notes shall have the right to require the Company
to repurchase all or any part, equal to $1,000 or an integral multiple of
$1,000, of that Holder's 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 of the Notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, to the date of purchase (the "Change
of Control Payment"). Within 30 days following any Change of Control, the
Company shall mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
Notes on the date specified in 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 Indenture and described in such notice. The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control provisions of this Indenture,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under the Change of
Control provisions of this Indenture by virtue of such conflict.

         (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful,

                  (1) accept for payment all Notes or portions of the Notes
         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 Notes or portions of the
         Notes properly tendered; and

                  (3) deliver or cause to be delivered to the Trustee the
         Notes properly accepted together with an Officers' Certificate
         stating the aggregate principal amount of Notes or portions of the
         Notes being purchased by the Company.

         The Paying Agent shall promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail, or cause to be transferred by book entry, to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note shall be in a
principal amount of $1,000 or an integral multiple of $1,000. 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 provisions described above that require the Company to make a
Change of Control Offer following a Change of Control shall be applicable
whether or not any other provisions of this Indenture are applicable. Except
as described above with respect to a Change of Control, this Indenture does
not contain provisions that permit the Holders of the Notes to require that
the Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.

         (c) Notwithstanding anything to the contrary in this Section 4.15,
the Company shall 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 Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer.

Section 4.16 Additional Guarantees.

         If the Company or any of its Restricted Subsidiaries acquires or
creates another Domestic Subsidiary after the date of this Indenture, then
that newly acquired or created Domestic Subsidiary shall become a Guarantor
and execute and deliver a supplemental indenture to the Trustee in the form of
Exhibit F within 20 business days of the date on which it was acquired or
created; provided, that this Section 4.16 does not apply to any Subsidiary
that has properly been designated as an Unrestricted Subsidiary in accordance
with this 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 to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be paid and is paid to all Holders of the 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 or any Restricted Subsidiary may enter into a sale and leaseback
transaction if:

         (i) the Company or such Restricted Subsidiary, as applicable, 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;

         (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 Trustee, of the property that is the subject of that sale and leaseback
transaction; and

         (iii) the transfer of assets in that 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 No Amendment to Subordination Provisions.

         The Company shall not amend, modify or alter the Existing
Subordinated Note Indenture in any way to amend the provisions of Article 10
of the Existing Subordinated Note Indenture (which relate to subordination).

Section 4.20 Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by the
Company and its Restricted Subsidiaries in the Subsidiary properly designated
shall be deemed to be an Investment made as of the time of the designation and
shall reduce the amount available for Restricted Payments under the first
paragraph of Section 4.07 hereof or Permitted Investments, as determined by
the Company. That designation shall only be permitted if the Investment would
be permitted at that time and if the Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. The Board of Directors may at any
time redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if
the redesignation would not cause a Default.

Section 4.21 Certain Covenants to Be Suspended Under Certain Conditions.

         The covenants set forth in Section 4.01 through Section 4.20,
inclusive, of this 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 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"), and
(ii) no Default or Event of Default shall have occurred and be continuing,
then beginning on that day and continuing at all times thereafter regardless
of any subsequent changes in the rating of the Notes, the Company and its
Subsidiaries shall not be subject to the provisions of this Indenture
described in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.20 and clause (iv) of
Section 5.01, (collectively, the "Suspended Covenants").

                                  ARTICLE 5.
                                  SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets.

         The Company shall not, directly or indirectly: (1) consolidate or
merge with or into another person, whether or not the Company is the surviving
corporation, or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries, taken as a whole, in one or more related
transactions, to another Person unless:

         (i) either: (a) the Company is the surviving corporation; or (b) 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 of the United States 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 Registration Rights
Agreement, the Notes and this Indenture pursuant to agreements reasonably
satisfactory to the Trustee;

         (iii) immediately after such transaction no Default or Event of
Default exists; and

         (iv) either:

                  (a) except in the case of a merger of the Company with or
         into a Subsidiary, the Company or the Person formed by or surviving
         any such consolidation or merger, if other than the Company, or to
         which such sale, assignment, transfer, conveyance or other
         disposition shall have been made will on the date of such transaction
         after giving pro forma effect thereto and any related financing
         transactions as if the same had occurred at the beginning of the
         applicable four-quarter period, be permitted to incur at least $1.00
         of additional Indebtedness pursuant to the Fixed Charge Coverage
         Ratio test set forth in the first paragraph of Section 4.09 hereof or

                  (b) the Fixed Charge Coverage Ratio for the Company or the
         Person formed by or surviving any such consolidation or merger, if
         other than the Company, or to which such sale, assignment, transfer,
         conveyance or other disposition shall have been made would,
         immediately after giving pro forma effect thereto and any related
         financing transactions as if same 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,

provided, however, that clause (iv) above does not apply if, in the good faith
determination of the Board of Directors of the Company, whose determination
shall be evidenced by a board resolution, the purpose of such transactions is
to change the state of incorporation of the Company. The Company may not,
directly or indirectly, lease all or substantially all of the properties or
assets of the Company and its Restricted Subsidiaries, taken as a whole, in
one or more related transactions, to any other Person. The provisions of this
Section 5.01 shall not apply 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 Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the 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 for 30 days in the payment when due of
interest on, or Liquidated Damages, if any, with respect to, the Notes;

         (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes;

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

         (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 comply with any of the other agreements in this Indenture
or the Notes;

         (f) the Company or any of its Restricted Subsidiaries (other than a
Securitization Entity) 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 Indenture, if that default:

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

                  (2) 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 $50 million or more or its foreign currency equivalent;

         (g) the Company or any of its Restricted Subsidiaries fails to pay
final judgments aggregating in excess of $50 million or its foreign currency
equivalent, 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 Indenture, any 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 Guarantee.

Section 6.02 Acceleration.

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

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

Section 6.03 Other Remedies.

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

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

Section 6.04 Waiver of Past Defaults.

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

Section 6.05 Control by Majority.

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

Section 6.06 Limitation on Suits.

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

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

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

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

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

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

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

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

Section 6.08 Collection Suit by Trustee.

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

Section 6.09 Trustee May File Proofs of Claim.

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

Section 6.10 Priorities.

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

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

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

                  Third: to the Company.

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

Section 6.11 Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted
by it as a Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable
attorneys' fees 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 Trustee, a suit
by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in principal amount of the then outstanding Notes.

                                  ARTICLE 7.
                                    TRUSTEE

Section 7.01 Duties of Trustee.

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

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

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

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

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

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

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

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

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

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

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

Section 7.02 Rights of Trustee.

         (a) The 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 Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall
not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel 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 Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed
with due care.

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

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

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

         (g) Whenever in the administration of this Indenture, the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, conclusively rely upon an Officers' Certificate.

         (h) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such
a Default or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this
Indenture.

         (i) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

         (j) The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person as so authorized in any such
certificate previously delivered and not superseded.

Section 7.03 Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event the Trustee acquires any conflicting interest
it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as Trustee or resign. Any Agent may exercise the same
rights, with the same duties, as the Trustee under this Section 7.03. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

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

Section 7.05 Notice of Defaults.

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

Section 7.06 Reports by Trustee to Holders of the Notes.

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

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Company shall promptly notify the Trustee when the 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 Trustee from time to
time such reasonable compensation as agreed upon in writing for its acceptance
of this Indenture and services hereunder. The Trustee's compensation shall not
be limited by any law on compensation of a Trustee of an express trust. The
Company and the Guarantors shall reimburse the Trustee promptly upon request
for all reasonable disbursements, advances and expenses incurred or made by it
in addition to the compensation for its services. Such expenses shall include
the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

          The Company and the Guarantors shall indemnify the Trustee against
any and all losses, liabilities, claims, damages or expenses (including taxes
other than taxes based upon the income of the Trustee) incurred by it arising
out of or in connection with the acceptance or administration of its duties
under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company 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 Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee
to so notify the Company shall not relieve the Company and the Guarantors of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld.

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

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

         When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(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 Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

Section 7.08 Replacement of Trustee.

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

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

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

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

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

         (d) the Trustee becomes incapable of acting.

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

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

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

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

Section 7.09 Successor Trustee by Merger, Etc.

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

Section 7.10 Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
Trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition.

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

Section 7.11 Preferential Collection of Claims Against Company.

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

Section 7.12 Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the
date on and/or after which such action shall be taken or such omission shall
be effective. The Trustee shall not be liable for any action taken by, or
omission of, the 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 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 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 and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from its obligations with respect to all
outstanding Notes and to have each Guarantor's obligation discharged with
respect to its Guarantee on the date the conditions set forth below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company and the Guarantors shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Notes, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments
in respect of the principal of, interest on and Liquidated Damages, if any, on
such Notes when such payments are due, (b) the Company's obligations with
respect to the Notes under Article 2 and Section 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the
Company's and the Guarantors' obligations in connection 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 Restricted Subsidiary
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 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16,
4.17 and 4.20 and clause (iv) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section
8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Company, each Guarantor and each Restricted Subsidiary may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 6.01 hereof, but, except as specified above,
the remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(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 Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

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

         (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the 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 Indenture, there has been a change in the applicable
U.S. federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred;

         (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for U.S. federal income tax purposes
as a result of such Covenant Defeasance and will be subject to U.S. 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 Notes pursuant to this Article 8
concurrently with such incurrence, or insofar as Sections 6.01(h) or 6.01(i)
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 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 Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of the Notes over the other creditors of the
Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and

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

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

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as Paying Agent) as
the Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, 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 Trustee
against any tax, fee or other charge imposed on or assessed against the cash
or non-callable Government Securities deposited pursuant to Section 8.04
hereof or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Notes.

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

Section 8.06 Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any 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 Note shall thereafter
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of
the Company as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the reasonable 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 shall be repaid to the Company.

Section 8.07 Reinstatement.

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

                                  ARTICLE 9.
                       AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

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

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

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes;

         (c) to provide for the assumption of the Company's obligations to the
Holders of the Notes in the case of merger or consolidation or sale of all or
substantially all of the Company's assets;

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

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

         (f) to provide for the issuance of Additional Notes in accordance
with the Indenture;

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

         (h) to evidence and provide for the acceptance of appointment by a
successor trustee;

         (i) to add guarantees with respect to the Notes; or

         (j) to secure the 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 Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join with the Company and
the Guarantors in the execution of any amended or supplemental Indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including
Sections 3.09, 4.10 and 4.15 hereof), the Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding voting as a single class, including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes, and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Guarantees
or the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes, including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes. Section 2.08 hereof shall determine which Notes are
considered to be "outstanding" for purposes of this Section 9.02.

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

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

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

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

         (b) reduce the principal of or change the fixed maturity of any Note
or alter or waive any of the provisions with respect to the redemption of the
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 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
Notes, except a rescission of acceleration of the Notes by the Holders of at
least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration:

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

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

         (g) make any change in the foregoing amendment and waiver provisions;
or

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

Section 9.03 Compliance With Trust Indenture Act.

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

Section 9.04 Revocation and Effect of Consents.

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

Section 9.05 Notation on or Exchange of Notes.

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

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

Section 9.06 Trustee to Sign Amendments, Etc.

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

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

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

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, Trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
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 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 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 Guarantee. The Guarantors
shall have the right to seek contribution from any non-paying Guarantor so
long as the exercise of such right does not impair the rights of the Holders
under the Guarantee.

Section 10.02 Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the 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 Guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor under its 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
Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03 Execution and Delivery of Guarantee.

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

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

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

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

         In the event that the Company creates or acquires any new
Subsidiaries subsequent to the date of this Indenture, if required by Section
4.16 hereof, the Company shall cause such Subsidiaries to execute supplemental
Indentures to this Indenture and 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.

         A Guarantor may not sell or otherwise dispose of all or substantially
all of its assets to, or consolidate with or merge with or into, whether or
not such Guarantor is the surviving Person, another Person other than the
Company or another Guarantor, unless:

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

         (b) either:

                  (1) the Person formed by or surviving any such consolidation
         or merger, if other than the Guarantor or the Company,
         unconditionally assumes all the obligations of such Guarantor under
         this Indenture, its Guarantee and the Registration Rights Agreement,
         pursuant to a supplemental Indenture in the form of Exhibit F hereto;
         or

                  (2) the Net Proceeds of such sale or other disposition are
         applied in accordance with the applicable provisions of this
         Indenture.

         In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor Person, by supplemental Indenture,
executed and delivered to the Trustee and satisfactory in the form of Exhibit
F to the Trustee, of the Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of this Indenture
to be performed by the Guarantor, such successor Person shall succeed to and
be substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Guarantees to be endorsed upon all of the Notes issuable
hereunder. All the Guarantees so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Guarantees had been issued at the date of the execution hereof.

         Except as set forth in Articles 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor. Upon any such consolidation or merger of any
Guarantor with or into another Guarantor or with or into the Company, the
Guarantee of the Guarantor that does not survive shall no longer be of any
force or effect.

Section 10.05 Releases Following Sale of Assets.

         In the event of (a) any sale or other disposition of all or
substantially all of the assets of any Guarantor, including by way of merger,
consolidation or otherwise, to a Person that is not, either before or after
giving effect to such transaction, the Company or a Subsidiary of the Company,
if the sale or other disposition complies with Section 4.10 herein; (b) any
sale or other disposition of all of the Capital Stock of a Guarantor,
including by way of dividend of the Capital Stock of such Guarantor to the
stockholders of the Company, to a Person that is not, either before or after
giving effect to such transaction, the Company or a Subsidiary of the Company
if the sale or other disposition complies with Section 4.10 herein, or (c) if
the Company designates any Restricted Subsidiary that is a Guarantor to be an
Unrestricted Subsidiary in accordance with Section 4.20 of this 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) shall be released and relieved of any obligations under its
Guarantee; provided that the Net Proceeds of such sale or other disposition
are applied in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.10 hereof. Upon delivery by the Company
to the Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Guarantee.

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

                                 ARTICLE 11.
                          SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

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

                  (1) either:

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

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

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

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

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

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

                                 ARTICLE 12.
                                 MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

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

Section 12.02 Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt
requested), 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 (Illinois)
         333 West Wacker Drive, Suite 2100
         Chicago, Illinois 60606
         Telecopier No.: (312) 407-0411
         Attention: Brian W. Duwe

         If to the Trustee:

         The Bank of New York
         101 Barclay Street, Floor 8 West
         New York, NY 10286
         Telecopier No.:  (212) 815-5707
         Attention:  Corporate Trust Administration

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

         All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when 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 Section
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

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

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

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

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

Section 12.04 Certificate and Opinion as to Conditions Precedent.

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

         (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

         (b) except with respect to the initial issuance of the Notes, an
Opinion of Counsel in form and substance reasonably satisfactory to the
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 12.05 Statements Required in Certificate.

         Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions
of TIA Section 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 12.06 Rules by Trustee and Agents.

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

Section 12.07 Calculation of Foreign Currency Amounts.

         The calculation of the U.S. dollar equivalent amount for any amount
denominated in a foreign currency shall be the noon buying rate in the City of
New York as certified by the Federal Reserve Bank of New York on the date on
which such determination is required to be made or, if such day is not a day
on which such rate is published, the rate most recently published prior to
such day.

Section 12.08 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
Notes, the Guarantees, this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes and the
Guarantees. The waiver may not be effective to waive liabilities under the
federal securities laws.

Section 12.09 Governing Law.

         THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS INDENTURE, THE NOTES AND THE 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 12.10 No Adverse Interpretation of Other Agreements.

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

Section 12.11 Successors.

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

Section 12.12 Severability.

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

Section 12.13 Counterpart Originals.

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

Section 12.14 Table of Contents, Headings, Etc.

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

                        [Signatures on following page]


<PAGE>

                                  SIGNATURES

Dated as of December 19, 2002

                                      BALL CORPORATION


                                      By:  /s/ David A. Westerlund
                                           ----------------------------------
                                      Name:    David A. Westerlund
                                      Title:   Senior Vice President,
                                               Administration and
                                               Corporate Secretary


                                      BALL AEROSPACE & TECHNOLOGIES CORP.


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


                                      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


                                      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.


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


                                      BALL PAN-EUROPEAN HOLDINGS, INC.


                                      By:  /s/ Charles E. Baker
                                           ------------------------------
                                      Name:   Charles E. Baker
                                      Title:  Assistant Secretary


                                      THE BANK OF NEW YORK,
                                      as Trustee


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

<PAGE>

                                                                     EXHIBIT A

                                (Face of Note)
- ------------------------------------------------------------------------------

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

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

         [Insert the Regulation S Temporary Global Note Legend, if applicable
         pursuant to the provisions of the Indenture]


                                                          CUSIP/CINS 058498AE6

                           6?% Senior Notes due 2012

No. ___                                                              $_________

                               BALL CORPORATION

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of ________________________________________________________

Dollars on December 15, 2012.

Interest Payment Dates:  June 15 and December 15

Record Dates:  June 1 and December 1


                                               BALL CORPORATION


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

This is one of the Global Notes
referred to in the within-
mentioned Indenture:

Dated: December ___, 2002

THE BANK OF NEW YORK,
as Trustee

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


<PAGE>


                                (Back of Note)
                           6?% Senior Notes due 2012

         Capitalized terms used herein shall have the meanings assigned to
them in the 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
         Note at 6?% per annum from December 19, 2002 until maturity and shall
         pay the Liquidated Damages, if any, payable pursuant to Section 5 of
         the Registration Rights Agreement referred to below. The Company
         shall pay interest and Liquidated Damages, if any, semi-annually on
         June 15 and December 15 of each year, or if any such day is not a
         Business Day, on the next succeeding Business Day (each an "Interest
         Payment Date"). Interest on the Notes will accrue from the most
         recent date to which interest has been paid or, if no interest has
         been paid, from the date of issuance; provided that if there is no
         existing Default in the payment of interest, and if this Note is
         authenticated between a record date referred to on the face hereof
         and the next succeeding Interest Payment Date, interest shall accrue
         from such next succeeding Interest Payment Date; provided, further,
         that the first Interest Payment Date shall be June 15, 2003. 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 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, if any, (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 shall pay interest on the
         Notes (except defaulted interest) and Liquidated Damages, if any, to
         the Persons who are registered Holders of Notes at the close of
         business on the June 1 or December 1 next preceding the Interest
         Payment Date, even if such Notes are canceled after such record date
         and on or before such Interest Payment Date, except as provided in
         Section 2.12 of the Indenture with respect to defaulted interest.
         Principal, premium, if any, and interest and Liquidated Damages, if
         any, on the Notes shall be payable at the office or agency of the
         Paying Agent and Registrar within the City and State of New York or,
         at the option of the Company, payment of interest and Liquidated
         Damages, if any, 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 shall 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 Trustee under the Indenture, will act as Paying Agent and
         Registrar. The Company may change any Paying Agent or Registrar
         without notice to any Holder. The Company or any of its Subsidiaries
         may act in any such capacity.

                  4. INDENTURE. The Company issued the Notes under an
         Indenture dated as of December 19, 2002 (the "Indenture") between the
         Company, the Guarantors and the Trustee. The terms of the Notes
         include those stated in the Indenture and those made part of the
         Indenture by reference to the Trust Indenture Act of 1939, as amended
         (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all
         such terms, and Holders are referred to the Indenture and such Act
         for a statement of such terms. To the extent any provision of this
         Note conflicts with the express provisions of the Indenture, the
         provisions of the Indenture shall govern and be controlling.

                  5.  OPTIONAL REDEMPTION.

                           (a) Except as set forth in subparagraph (b) of this
         Paragraph 5, the Company shall not have the option to redeem the
         Notes prior to December 15, 2007. Thereafter, the Company shall have
         the option to redeem all or a part of the Notes, upon not less than
         30 nor more than 60 days' notice, at the redemption prices, expressed
         as percentages of principal amount, set forth below, plus accrued and
         unpaid interest and Liquidated Damages, if any, on the Notes redeemed
         to the applicable redemption date, if redeemed during the
         twelve-month period beginning on December 15 of the years indicated
         below:

        Year                                                         Percentage
        2007.......................................................   103.438%
        2008.......................................................   102.292%
        2009.......................................................   101.146%
        2010 and thereafter........................................   100.000%

                           (b) Notwithstanding the provisions of subparagraph
         (a) of this Paragraph 5, at any time prior to December 15, 2005, the
         Company may on any one or more occasions redeem, in whole or in part,
         up to 35% of the aggregate principal amount of Notes, including
         Additional Notes, if any, issued under the Indenture, at a redemption
         price of 106.875% of the principal amount of the Notes redeemed, plus
         accrued and unpaid interest and Liquidated Damages, if any, thereon
         to the redemption date with the net cash proceeds of one or more
         Equity Offerings; provided that at least 65% of the aggregate
         principal amount of the Notes, including Additional Notes, if any,
         issued under the Indenture, remains outstanding immediately after the
         occurrence of such redemption, excluding Notes held by the Company
         and its Subsidiaries; and the redemption occurs within 90 days of the
         date of the closing of such Equity Offering.

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

                  7. REPURCHASE AT OPTION OF HOLDER.

                           (a) If a Change of Control occurs, and the Company
         does not redeem the Notes as described under clause (5) above within
         60 days after the 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 Notes at a purchase price in cash equal to 101% of the
         aggregate principal amount of the Notes repurchased plus accrued and
         unpaid interest and Liquidated Damages, if any, on the Notes
         repurchased to the date of purchase (the "Change of Control
         Payment"). Within 30 days following any Change of Control, the
         Company shall mail a notice to each Holder setting forth the
         procedures governing the Change of Control Offer as required by the
         Indenture.

                           (b) If the Company or a Restricted Subsidiary
         consummates any Asset Sales and the aggregate amount of Excess
         Proceeds exceeds $20 million, the Company shall commence an offer to
         all Holders of Notes and all holders of other Indebtedness that is
         pari passu with the Notes containing provisions similar to those set
         forth in the Indenture with respect to offers to purchase or redeem
         with the proceeds of sales of assets to purchase the maximum
         principal amount of Notes and such other pari passu Indebtedness that
         may be purchased out of the Excess Proceeds (an "Asset Sale Offer")
         pursuant to Section 3.09 of the Indenture at an offer price in cash
         in an amount equal to 100% of the principal amount plus accrued and
         unpaid interest and Liquidated Damages, if any, to the date of
         purchase and shall be payable in cash. To the extent that the
         aggregate amount of Notes and other pari passu Indebtedness tendered
         pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
         Company (or such Subsidiary) may use those Excess Proceeds for any
         purpose not otherwise prohibited by the Indenture. If the aggregate
         principal amount of Notes and other pari passu Indebtedness
         surrendered by Holders thereof exceeds the amount of Excess Proceeds,
         the Trustee shall select the Notes and other pari passu Indebtedness
         to be purchased on a pro rata basis. Holders of Notes that are the
         subject of an offer to purchase shall receive an Asset Sale Offer
         from the Company prior to any related purchase date and may elect to
         have such Notes purchased by completing the form entitled "Option of
         Holder to Elect Purchase" on the reverse of the Notes.

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

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

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

                  11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
         exceptions, the Indenture, the Guarantees or the Notes may be amended
         or supplemented with the consent of the Holders of at least a
         majority in principal amount of the Notes then outstanding,
         including, without limitation, consents obtained in connection with a
         purchase of, or tender offer or exchange offer for, Notes, voting as
         a single class, and any existing default or compliance with any
         provision of the Indenture, the Guarantees or the Notes may be waived
         with the consent of the Holders of a majority in principal amount of
         the then outstanding Notes, including, without limitation, consents
         obtained in connection with a purchase of, or tender offer or
         exchange offer for, Notes, voting as a single class. Without the
         consent of any Holder of a Note, the Indenture, the Guarantees or the
         Notes may be amended or supplemented to cure any ambiguity, defect or
         inconsistency, to provide for uncertificated Notes in addition to or
         in place of certificated Notes, to provide for the assumption of the
         Company's or Guarantor's obligations to Holders of the Notes in case
         of a merger or consolidation or sale of all or substantially all of
         the Company's assets, to make any change that would provide any
         additional rights or benefits to the Holders of the Notes or that
         does not adversely affect the legal rights under the Indenture of any
         such Holder, to comply with the requirements of the SEC in order to
         effect or maintain the qualification of the Indenture under the Trust
         Indenture Act, to provide for the issuance of Additional Notes in
         accordance with the Indenture, to allow any Guarantor to execute a
         supplemental Indenture to the Indenture and/or a Guarantee with
         respect to the Notes, to evidence and provide for the acceptance of
         appointment by a successor trustee, to add Guarantees with respect to
         the Notes and to secure the Notes.

                  12. DEFAULTS AND REMEDIES. An "EVENT OF DEFAULT" occurs if:
         (i) the Company defaults for a period of 30 days in the payment when
         due of interest on, or Liquidated Damages, if any, with respect to,
         the Notes; (ii) the Company defaults in the payment when due of
         principal of or premium, if any, on the Notes; (iii) the Company or
         any of its Restricted Subsidiaries fails to comply with the
         provisions of Section 5.01 of the Indenture; (iv) the Company or any
         of its Restricted Subsidiaries fails for 30 days after notice to the
         Company by the Trustee to comply with any of the provisions of
         Sections 4.07, 4.09, 4.10 or 4.15 of the Indenture; (v) the Company
         or any of its Restricted Subsidiaries fails for 60 days after notice
         to comply with any of the other agreements in the Indenture or the
         Notes; (vi) 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 Indenture, if that default (a) is caused by a failure to
         pay principal of or premium, if any, or interest on such Indebtedness
         on or before 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 $50 million or more or its foreign currency equivalent;
         (vii) the Company or any of its Restricted Subsidiaries fails to pay
         final judgments aggregating in excess of $50 million or its foreign
         currency equivalent, 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 Indenture, any 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 Guarantee.

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

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

                  14. NO RECOURSE AGAINST OTHERS. A director, officer,
         employee, incorporator or stockholder, of the Company or any
         Guarantor, as such, shall not have any liability for any obligations
         of the Company or the Guarantors under the Notes, the Guarantees or
         the Indenture or for any claim based on, in respect of, or by reason
         of, such obligations or their creation. Each Holder of Notes by
         accepting a Note waives and releases all such liability. The waiver
         and release are part of the consideration for the issuance of the
         Notes.

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

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

                  17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
         AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided
         to Holders of Notes under the Indenture, Holders of Restricted Global
         Notes and Restricted Definitive Notes shall have all the rights set
         forth in the Registration Rights Agreement dated as of December 19,
         2002, between the Company and the parties named on the signature
         pages thereof (the "Registration Rights Agreement").

                  18. CUSIP NUMBERS. Pursuant to a recommendation promulgated
         by the Committee on Uniform Security Identification Procedures, the
         Company has caused CUSIP numbers to be printed on the Notes and the
         Trustee may use CUSIP numbers in notices of redemption as a
         convenience to Holders. No representation is made as to the accuracy
         of such numbers either as printed on the Notes or as contained in any
         notice of redemption and reliance may be placed only on the other
         identification numbers placed thereon. The Company shall furnish to
         any Holder upon written request and without charge a copy of the
         Indenture and/or the Registration Rights Agreement. Requests may be
         made to:

                  Ball Corporation
                  10 Longs Peak Drive
                  Broomfield, Colorado 80021-2510
                  Telecopier No.: (303) 460-2691
                  Attention: Chief Financial Officer


<PAGE>


                                ASSIGNMENT FORM

         To assign this Note, fill in the form below:

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

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

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

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

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

Date:  ____________________

                               Your Signature:________________________________
                                            (sign exactly as your name appears
                                            on the face of this 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.


<PAGE>


                      Option of Holder to Elect Purchase

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

           |_|      Section 4.10                        |_|    Section 4.15

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

Date:  ____________________

                                Your Signature:______________________________
                                          (sign exactly as your name appears
                                          on the face of this 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.


<PAGE>


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

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

<TABLE>
<CAPTION>

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

<S>                        <C>                    <C>                      <C>                   <C>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------

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

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

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

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

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

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

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

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

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

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

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

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

- -------------------------------------------------------------------------------------------------------------------
(1) This should be included only if the Note is issued in global form.

</TABLE>

<PAGE>


                                   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 8 West
New York, NY 10286

Attention: Corporate Trust Administration

                Re:    6-7/8% Senior Notes due 2012 (CUSIP           )

         Reference is hereby made to the Indenture, dated as of December 19,
2002 (the "Indenture"), among Ball Corporation, as issuer (the "Company"), the
Guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

                            [CHECK ALL THAT APPLY]

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

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

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

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

                                      or

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

                                      or

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

                                      or

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

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

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

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

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

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


                                  __________________________________________
                                          [Insert Name of Transferor]


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

                                     Dated:  _______________________


<PAGE>


                      ANNEX A TO CERTIFICATE OF TRANSFER

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

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

                  (a) |_| a beneficial interest in the:

                          (i)   |_| 144A Global Note (CUSIP 058498AE6), or

                          (ii)  |_| Regulation S Global Note (CUSIP U05796AC8),
                                    or

                          (iii) |_| IAI Global Note (CUSIP 058498AG1); or

                  (b) |_| a Restricted Definitive Note.

         2. After the Transfer the Transferee will hold:

                                  [CHECK ONE]

                  (a) |_| a beneficial interest in the:

                          (i)   |_| 144A Global Note (CUSIP 058498AE6), or

                          (ii)  |_| Regulation S Global Note (CUSIP U05796AC8),
                                    or

                          (iii) |_| IAI Global Note (CUSIP 058498AG1); or

                          (iv)  |_| Unrestricted Global Note (CUSIP ); or

                  (b) |_| a Restricted Definitive Note; or

                  (c) |_| an Unrestricted Definitive Note, in accordance with
the terms of the Indenture.


<PAGE>

                                   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 8 West

New York, NY 10286

Attention: Corporate Trust Administration

                    Re:  6-7/8% Senior Notes due 2012 (CUSIP          )

         Reference is hereby made to the Indenture, dated as of December 19,
2002 (the "Indenture"), among Ball Corporation, as issuer (the "Company"), the
Guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

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

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

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

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

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

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

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

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

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


                                      -----------------------------------
                                          [Insert Name of Transferor]


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

Dated:  ______________________


<PAGE>

                                   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 8 West
New York, NY 10286
Attention: Corporate Trust Administration

                   Re: 6-7/8% Senior Notes due 2012 (CUSIP         )

         Reference is hereby made to the Indenture, dated as of December 19,
2002 (the "Indenture"), among Ball Corporation, as issuer (the "Company"), the
guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

         (a) |_| a beneficial interest in a Global Note, or

         (b) |_| a Definitive Note,

         we confirm that:

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

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

         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to 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 Notes
purchased by us will bear a legend to the foregoing effect.

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

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

         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:  _______________________


<PAGE>

                                   EXHIBIT E

                         FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Senior Note Indenture dated as of December 19, 2002 (the
"Indenture") among Ball Corporation, the Guarantors named on the signature
pages thereto and The Bank of New York, as trustee (the "Trustee"), (a) the
due and punctual payment of the principal of, premium and Liquidated Damages,
if any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal and premium, and, to the extent
permitted by law, interest, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance
with the terms of the Indenture and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the
same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article 10 of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Guarantee. Each Holder of a
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder,
to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Guarantee shall cease to be so subordinated and
subject in right of payment upon any defeasance of this Note in accordance
with the provisions of the Indenture.

                                            [Name of Guarantor(s)]


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




<PAGE>

                                   EXHIBIT F

                        FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS


         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, 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 Indenture referred to herein) and The Bank of New York, as
trustee under the indenture referred to below (the "Trustee").

                              W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of December 19, 2002
providing for the issuance of an aggregate principal amount of up to $300.0
million of 6?% Senior Notes due 2012 (the "Notes");

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

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

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

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

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

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

                           (i) the principal of, and premium and Liquidated
                  Damages, if any, and interest on the 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 Notes, if any, if lawful,
                  and all other obligations of the Company to the Holders or
                  the Trustee hereunder or thereunder will be promptly paid in
                  full or performed, all in accordance with the terms hereof
                  and thereof; and

                           (ii) in case of any extension of time of payment or
                  renewal of any Notes or any of such other obligations, that
                  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 Notes or the Indenture, the absence of
                  any action to enforce the same, any waiver or consent by any
                  Holder of the Notes with respect to any provisions hereof or
                  thereof, the recovery of any judgment against the Company,
                  any action to enforce the same or any other circumstance
                  which might otherwise constitute a legal or equitable
                  discharge or defense of a Guarantor.

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

                           (d) This Note Guarantee shall not be discharged
                  except by complete performance of the obligations contained
                  in the Notes and the Indenture, and the Guaranteeing
                  Subsidiary accepts all obligations of a Guarantor under the
                  Indenture.

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

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

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

                           (i) Pursuant to Section 10.02 of the Indenture,
                  after giving effect to any maximum amount and all 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 Indenture, this new
                  Note Guarantee shall be limited to the maximum amount
                  permissible such that the obligations of such Guarantor
                  under this Note Guarantee will not constitute a fraudulent
                  transfer or conveyance.

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

         4. Guaranteeing Subsidiary may Consolidate, etc. on Certain Terms.

                           (a) The Guaranteeing Subsidiary may not sell or
                  otherwise dispose of all substantially all of its assets to,
                  or consolidate with or merge with or into (whether or not
                  such Guarantor is the surviving Person) another Person,
                  other than the Company or another Guarantor unless:

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

                           (ii) either (A) subject to Sections 10.04 and 10.05
                  of the Indenture, the Person acquiring the property in any
                  such sale or disposition or the Person formed by or
                  surviving any such consolidation or merger unconditionally
                  assumes all the obligations of that Guarantor, pursuant to a
                  supplemental indenture in form and substance reasonably
                  satisfactory to the Trustee, under the Notes, the Indenture
                  and the Note Guarantee on the terms set forth herein or
                  therein; or (B) the Net Proceeds of such sale or other
                  disposition are applied in accordance with the applicable
                  provisions of the Indenture, including without limitation,
                  Section 4.10 thereof.

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

                           (c) Except as set forth in Articles 4 and 5 and
                  Section 10.05 of Article 10 of the Indenture, and
                  notwithstanding clauses (a) and (b) above, nothing contained
                  in the Indenture or in any of the Notes shall prevent any
                  consolidation or merger of a Guarantor with or into the
                  Company or another Guarantor, or shall prevent any sale or
                  conveyance of the property of a Guarantor as an entirety or
                  substantially as an entirety to the Company or another
                  Guarantor.

         5. Releases.

                           (a) In the event of any sale or other disposition
                  of all or substantially all of the assets of any Guarantor,
                  by way of merger, consolidation or otherwise, or a sale or
                  other disposition of all of the capital stock of any
                  Guarantor, in each case to a Person that is not (either
                  before or after giving effect to such transaction) a
                  [Restricted] Subsidiary of the Company, 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 Note
                  Guarantee; provided that the Net Proceeds of such sale or
                  other disposition are applied in accordance with the
                  applicable provisions of the Indenture, including without
                  limitation Section 4.10 of the Indenture. Upon delivery by
                  the Company to the Trustee of an Officers' Certificate and
                  an Opinion of Counsel to the effect that such sale or other
                  disposition was made by the Company in accordance with the
                  provisions of the Indenture, including without limitation
                  Section 4.10 of the Indenture, the Trustee shall execute any
                  documents reasonably required in order to evidence the
                  release of any Guarantor from its obligations under its Note
                  Guarantee.

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

         6. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the
Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder
of the Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.
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 LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

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

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

<PAGE>

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

Dated: _______________, 20___


                                          [GUARANTEEING SUBSIDIARY]


                                          By:  _______________________________
                                          Name:
                                          Title:


                                          [COMPANY]


                                          By:  _______________________________
                                          Name:
                                          Title:


                                          [EXISTING GUARANTORS]


                                          By:  _______________________________
                                          Name:
                                          Title:


                                          [TRUSTEE],
                                          as Trustee


                                          By:  _______________________________
                                                Authorized Signatory

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>7
<FILENAME>chi365063.txt
<DESCRIPTION>EXHIBIT 4.3
<TEXT>


                                                                     Exhibit 4.3


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


                                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



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


                             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.
<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

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

<S>                      <C>                                                                                    <C>
   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
<PAGE>


                             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
</TABLE>
<PAGE>



         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]
<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
                                             -----------------------------------
<PAGE>






                                   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:
<PAGE>


                              (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
<PAGE>



                                 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.
<PAGE>


                       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.
<PAGE>



                      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:

<TABLE>
<CAPTION>
                                                                          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
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>


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

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

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

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

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

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

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

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

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

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

- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

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





                                   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.
<PAGE>


                                                                      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:
<PAGE>



               (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
<PAGE>



                                 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.
<PAGE>


                       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.
<PAGE>



                      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:

<TABLE>
<CAPTION>
                                                                          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
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>


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

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

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

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

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

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

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

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

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

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

- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
<PAGE>

                                    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:____________________, _____
<PAGE>


                       ANNEX A TO CERTIFICATE OF TRANSFER


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

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

         (a) [ ] a beneficial interest in the:

                  (i)      [ ] 144A Global 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.
<PAGE>





                                    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:____________________, _____
<PAGE>


                                    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:____________________, _____
<PAGE>




                                    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: ________________________
<PAGE>



                                    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.
<PAGE>


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:
<PAGE>




                                   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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>8
<FILENAME>s365064.txt
<DESCRIPTION>EXHIBIT 4.4
<TEXT>
                                                                 EXHIBIT 4.4

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




                                BALL CORPORATION


                                       and


                                   GUARANTORS
                                 Parties Hereto


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

                                  $250,000,000

                              SERIES A AND SERIES B
                    8 1/4% SENIOR SUBORDINATED NOTES DUE 2008

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





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

             AMENDED AND RESTATED SENIOR SUBORDINATED NOTE INDENTURE

                      INDENTURE DATED AS OF AUGUST 10, 1998

             AMENDMENT AND RESTATEMENT DATED AS OF DECEMBER 19, 2002

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



                              THE BANK OF NEW YORK

                        Senior Subordinated Note Trustee


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

<PAGE>

<TABLE>
<CAPTION>
                             CROSS-REFERENCE TABLE*

Trust Indenture
   Act Section                                                                                Indenture Section

<S>                                                                                                  <C>
310(a)(1)
     ...........................................................................................     7.10
     (a)(2).....................................................................................     7.10
     (a)(3).....................................................................................     N.A.
     (a)(4).....................................................................................     N.A.
     (a)(5).....................................................................................     7.10
     (b)........................................................................................     7.10
     (c)........................................................................................     N.A.

     311(a).....................................................................................     7.11
     (b)........................................................................................     7.11
     (c)........................................................................................     N.A.

     312(a).....................................................................................     2.05
     (b)........................................................................................    12.03
     (c)........................................................................................    12.03

     313(a).....................................................................................     7.06
     (b)(2).....................................................................................     7.07
     (c)........................................................................................     7.06;12.02
     (d)........................................................................................     7.06

     314(a).....................................................................................     4.03;12.05
     (b)........................................................................................     N.A.
     (c)(1).....................................................................................    12.04
     (c)(2).....................................................................................    12.04
     (c)(3).....................................................................................     N.A.
     (e)........................................................................................    12.05
     (f)........................................................................................     N.A.

     315(a).....................................................................................     7.01
     (b)........................................................................................     7.05,12.02
     (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)..........................................................................................    12.01
     (b)........................................................................................     N.A.
     (c)........................................................................................    12.01

N.A. means not applicable.

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

<PAGE>


                                TABLE OF CONTENTS

                                                                                                    Page

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

   SECTION 1.01.         DEFINITIONS.............................................................     1
   SECTION 1.02.         OTHER DEFINITIONS.......................................................    18
   SECTION 1.03.         INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.......................    19
   SECTION 1.04.         RULES OF CONSTRUCTION...................................................    19

ARTICLE 2                THE SENIOR SUBORDINATED NOTES...........................................    20

   SECTION 2.01.         FORM AND DATING.........................................................    20
   SECTION 2.02.         Execution and Authentication............................................    21
   SECTION 2.03.         REGISTRAR AND PAYING AGENT..............................................    22
   SECTION 2.04.         PAYING AGENT TO HOLD MONEY IN TRUST.....................................    22
   SECTION 2.05.         HOLDER LISTS............................................................    22
   SECTION 2.06.         TRANSFER AND EXCHANGE...................................................    23
   SECTION 2.07.         REPLACEMENT SENIOR SUBORDINATED NOTES...................................    36
   SECTION 2.08.         OUTSTANDING SENIOR SUBORDINATED NOTES...................................    36
   SECTION 2.09.         TREASURY SENIOR SUBORDINATED NOTES......................................    36
   SECTION 2.10.         TEMPORARY SENIOR SUBORDINATED NOTES.....................................    37
   SECTION 2.11.         CANCELLATION............................................................    37
   SECTION 2.12.         DEFAULTED INTEREST......................................................    37
   SECTION 2.13.         CUSIP NUMBER............................................................    37

ARTICLE 3                REDEMPTION AND PREPAYMENT...............................................    38

   SECTION 3.01.         NOTICES TO SENIOR SUBORDINATED NOTE TRUSTEE.............................    38
   SECTION 3.02.         SELECTION OF SENIOR SUBORDINATED NOTES TO BE REDEEMED...................    38
   SECTION 3.03.         NOTICE OF REDEMPTION....................................................    38
   SECTION 3.04.         EFFECT OF NOTICE OF REDEMPTION..........................................    39
   SECTION 3.05.         DEPOSIT OF REDEMPTION PRICE.............................................    39
   SECTION 3.06.         SENIOR SUBORDINATED NOTES REDEEMED IN PART..............................    40
   SECTION 3.07.         OPTIONAL REDEMPTION.....................................................    40
   SECTION 3.08.         MANDATORY REDEMPTION....................................................    40
   SECTION 3.09.         OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.....................    40

ARTICLE 4                COVENANTS...............................................................    42

   SECTION 4.01.         PAYMENT OF SENIOR SUBORDINATED NOTES....................................    42
   SECTION 4.02.         MAINTENANCE OF OFFICE OR AGENCY.........................................    43
   SECTION 4.03.         REPORTS.................................................................    43
   SECTION 4.04.         COMPLIANCE CERTIFICATE..................................................    44
   SECTION 4.05.         TAXES...................................................................    44
   SECTION 4.06.         STAY, EXTENSION AND USURY LAWS..........................................    44
   SECTION 4.07.         RESTRICTED PAYMENTS.....................................................    45
   SECTION 4.08.         DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
                         AFFECTING RESTRICTED SUBSIDIARIES.......................................    48
   SECTION 4.09.         INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF
                         PREFERRED STOCK.........................................................    48
   SECTION 4.10.         ASSETS SALES............................................................    51
   SECTION 4.11.         TRANSACTIONS WITH AFFILIATES............................................    52
   SECTION 4.12.         LIENS...................................................................    53
   SECTION 4.13.         BUSINESS ACTIVITIES.....................................................    53
   SECTION 4.14.         CORPORATE EXISTENCE.....................................................    53
   SECTION 4.15.         OFFER TO PURCHASE UPON CHANGE OF CONTROL................................    53
   SECTION 4.16.         ADDITIONAL SUBORDINATED SUBSIDIARY GUARANTEES...........................    54
   SECTION 4.17.         PAYMENT FOR CONSENTS....................................................    55
   SECTION 4.18.         SALE AND LEASEBACK TRANSACTIONS.........................................    55
   SECTION 4.19.         ANTI-LAYERING...........................................................    55
   SECTION 4.20.         CERTAIN COVENANTS TO BE SUSPENDED UNDER
                         CERTAIN CONDITIONS......................................................    55

ARTICLE 5                SUCCESSORS..............................................................    56

   SECTION 5.01.         MERGER, CONSOLIDATION OR SALE OF ASSETS.................................    56
   SECTION 5.02.         SUCCESSOR CORPORATION SUBSTITUTED.......................................    57

ARTICLE 6                DEFAULTS AND REMEDIES...................................................    57

   SECTION 6.01.         EVENTS OF DEFAULT.......................................................    57
   SECTION 6.02.         ACCELERATION............................................................    58
   SECTION 6.03.         OTHER REMEDIES..........................................................    59
   SECTION 6.04.         WAIVER OF PAST DEFAULTS.................................................    59
   SECTION 6.05.         CONTROL BY MAJORITY.....................................................    60
   SECTION 6.06.         LIMITATION ON SUITS.....................................................    60
   SECTION 6.07.         RIGHTS OF HOLDERS OF SENIOR SUBORDINATED
                         NOTES TO RECEIVE PAYMENT................................................    60
   SECTION 6.08.         COLLECTION SUIT BY SENIOR SUBORDINATED NOTE
                         TRUSTEE.................................................................    60
   SECTION 6.09.         SENIOR SUBORDINATED NOTE TRUSTEE MAY FILE
                         PROOFS OF CLAIM.........................................................    61
   SECTION 6.10.         PRIORITIES..............................................................    61
   SECTION 6.11.         UNDERTAKING FOR COSTS...................................................    62

ARTICLE 7                SENIOR SUBORDINATED NOTE TRUSTEE........................................    62

   SECTION 7.01.         DUTIES OF SENIOR SUBORDINATED NOTE TRUSTEE..............................    62
   SECTION 7.02.         RIGHTS OF SENIOR SUBORDINATED NOTE TRUSTEE..............................    63
   SECTION 7.03.         INDIVIDUAL RIGHTS OF SENIOR SUBORDINATED NOTE TRUSTEE...................    64
   SECTION 7.04.         SENIOR SUBORDINATED NOTE TRUSTEE'S DISCLAIMER...........................    64
   SECTION 7.05.         NOTICE OF DEFAULTS......................................................    64
   SECTION 7.06.         REPORTS BY SENIOR SUBORDINATED NOTE TRUSTEE TO
                         HOLDERS OF THE SENIOR SUBORDINATED NOTES................................    64
   SECTION 7.07.         COMPENSATION AND INDEMNITY..............................................    64
   SECTION 7.08.         REPLACEMENT OF SENIOR SUBORDINATED NOTE TRUSTEE.........................    65
   SECTION 7.09.         SUCCESSOR SENIOR SUBORDINATED NOTE TRUSTEE BY MERGER, ETC...............    66
   SECTION 7.10.         ELIGIBILITY; DISQUALIFICATION...........................................    67
   SECTION 7.11.         PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                         COMPANY.................................................................    67
   SECTION 7.12.         SENIOR SUBORDINATED NOTE TRUSTEE'S APPLICATION
                         FOR INSTRUCTIONS FROM THE COMPANY.......................................    67

ARTICLE 8                LEGAL DEFEASANCE AND COVENANT DEFEASANCE................................    67

   SECTION 8.01.         OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE................    67
   SECTION 8.02.         LEGAL DEFEASANCE AND DISCHARGE..........................................    67
   SECTION 8.03.         COVENANT DEFEASANCE.....................................................    68
   SECTION 8.04.         CONDITIONS TO LEGAL OR COVENANT DEFEASANCE..............................    68
   SECTION 8.05.         DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD
                         IN TRUST; OTHER MISCELLANEOUS PROVISIONS................................    69
   SECTION 8.06.         REPAYMENT TO COMPANY....................................................    70
   SECTION 8.07.         REINSTATEMENT...........................................................    70

ARTICLE 9                AMENDMENT, SUPPLEMENT AND WAIVER........................................    71

   SECTION 9.01.         WITHOUT CONSENT OF HOLDERS OF SENIOR
                         SUBORDINATED NOTES......................................................    71
   SECTION 9.02.         WITH CONSENT OF HOLDERS OF SENIOR SUBORDINATED NOTES....................    71
   SECTION 9.03.         COMPLIANCE WITH TRUST INDENTURE ACT.....................................    73
   SECTION 9.04.         REVOCATION AND EFFECT OF CONSENTS.......................................    73
   SECTION 9.05.         NOTATION ON OR EXCHANGE OF SENIOR SUBORDINATED NOTES....................    73
   SECTION 9.06.         SENIOR SUBORDINATED NOTE TRUSTEE TO SIGN AMENDMENTS, ETC................    74

ARTICLE 10               SUBORDINATION...........................................................    74

   SECTION 10.01.        AGREEMENT TO SUBORDINATE................................................    74
   SECTION 10.02.        LIQUIDATION; DISSOLUTION; BANKRUPTCY....................................    74
   SECTION 10.03.        DEFAULT ON DESIGNATED SENIOR DEBT.......................................    75
   SECTION 10.04.        ACCELERATION OF SENIOR SUBORDINATED NOTES...............................    75
   SECTION 10.05.        WHEN DISTRIBUTION MUST BE PAID OVER.....................................    75
   SECTION 10.06.        NOTICE BY COMPANY.......................................................    76
   SECTION 10.07.        SUBROGATION.............................................................    76
   SECTION 10.08.        RELATIVE RIGHTS.........................................................    76
   SECTION 10.09.        SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY............................    77
   SECTION 10.10.        DISTRIBUTION OR NOTICE TO REPRESENTATIVE................................    77
   SECTION 10.11.        RIGHTS OF SENIOR SUBORDINATED NOTE TRUSTEE AND PAYING AGENT.............    77
   SECTION 10.12.        AUTHORIZATION TO EFFECT SUBORDINATION...................................    77
   SECTION 10.13.        AMENDMENTS..............................................................    78

ARTICLE 11               SUBORDINATED SUBSIDIARY GUARANTEES......................................    78

   SECTION 11.01.        GUARANTEE...............................................................    78
   SECTION 11.02.        LIMITATION ON GUARANTOR LIABILITY.......................................    79
   SECTION 11.03.        EXECUTION AND DELIVERY OF SENIOR SUBSIDIARY GUARANTEE...................    79
   SECTION 11.04.        GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.......................    80
   SECTION 11.05.        RELEASES FOLLOWING SALE OF ASSETS.......................................    81

ARTICLE 12               MISCELLANEOUS...........................................................    81

   SECTION 12.01.        TRUST INDENTURE ACT CONTROLS............................................    81
   SECTION 12.02.        NOTICES.................................................................    81
   SECTION 12.03.        COMMUNICATION BY HOLDERS OF SENIOR
                         SUBORDINATED NOTES WITH OTHER HOLDERS OF
                         SENIOR SUBORDINATED NOTES...............................................    82
   SECTION 12.04.        CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT......................    82
   SECTION 12.05.        STATEMENTS REQUIRED IN CERTIFICATE......................................    83
   SECTION 12.06.        RULES BY SENIOR SUBORDINATED NOTE TRUSTEE AND AGENTS....................    83
   SECTION 12.07.        NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
                         EMPLOYEES AND STOCKHOLDERS..............................................    83
   SECTION 12.08.        GOVERNING LAW...........................................................    83
   SECTION 12.09.        NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS...........................    84
   SECTION 12.10.        SUCCESSORS..............................................................    84
   SECTION 12.11.        SEVERABILITY............................................................    84
   SECTION 12.12.        COUNTERPART ORIGINALS...................................................    84
   SECTION 12.13.        TABLE OF CONTENTS, HEADINGS, ETC........................................    84


                             EXHIBITS AND SCHEDULES

Exhibit A1        FORM OF SENIOR SUBORDINATED NOTE
Exhibit A2        FORM OF REGULATION S TEMPORARY GLOBAL SENIOR
                  SUBORDINATED 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 SUBORDINATED NOTE
                  INDENTURE TO BE DELIVERED BY SUBSEQUENT
                  GUARANTORS
Schedule I        SCHEDULE OF GUARANTORS
</TABLE>


         SENIOR SUBORDINATED 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 (as
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 Subordinated Note Trustee
(the "SENIOR SUBORDINATED NOTE TRUSTEE").

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

         The Company and the Senior Subordinated Note Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the 8 1/4% Series A Senior Subordinated Notes due 2008 (the "SERIES
A SENIOR SUBORDINATED NOTES") and the 8 1/4% Series B Senior Subordinated
Notes due 2008 (the "SERIES B SENIOR SUBORDINATED NOTEs" and, together with
the Series A Senior Subordinated Notes, the "SENIOR SUBORDINATED NOTES"):

                                  ARTICLE 1
                         DEFINITIONS AND INCORPORATION
                                 BY REFERENCE

SECTION 1.01.     DEFINITIONS.

         "144A GLOBAL SENIOR SUBORDINATED NOTE" means a global note in the
form of Exhibit A1 hereto bearing the Global Senior Subordinated 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
Subordinated 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 Subordinated
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 l3d-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 Subordinated 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 SUBORDINATED NOTE TRUSTEE"
shall be at the address of the Senior Subordinated Note Trustee specified in
Section 12.02 hereof or such other address as to which the Senior Subordinated
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 Subordinated Note Trustee, as custodian
with respect to the Senior Subordinated 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 SUBORDINATED NOTE" means a certificated Senior
Subordinated 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 Subordinated Note shall not bear the Global Senior
Subordinated Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Senior Subordinated Note" attached thereto.

         "DEPOSITARY" means, with respect to the Senior Subordinated 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 Subordinated
Notes, and any and all successors thereto appointed as depositary hereunder
and having become such pursuant to the applicable provision of this Senior
Subordinated 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 of the Company or
any of its Restricted Subsidiaries outstanding under Credit Facilities, (ii)
any Indebtedness outstanding under the Senior Note Indenture and (iii) any
other Senior Debt permitted under this Senior Subordinated Note Indenture 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 Subordinated 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 Subordinated
Registration Rights Agreement.

         "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Subordinated Registration Rights Agreement.

         "EXCHANGE SENIOR SUBORDINATED NOTES" means the Senior Subordinated
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 Subordinated
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 Subordinated Note Indenture.

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

         "GLOBAL SENIOR SUBORDINATED NOTES" means, individually and
collectively, each of the Restricted Global Senior Subordinated Notes and the
Unrestricted Global Senior Subordinated 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 as of the
date of this Senior Subordinated Note Indenture (other than Ball Capital Corp.
and the Excluded Subsidiaries) 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 Subordinated Note is
registered.

         "IAI GLOBAL SENIOR SUBORDINATED NOTE" means the global Senior
Subordinated Note in the form of Exhibit A1 hereto bearing the Global Senior
Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated
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 Subordinated 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 Subordinated 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 12.04 and 12.05
hereof.

         "OPINION OF COUNSEL" means an opinion from legal counsel who is
acceptable to the Senior Subordinated Note Trustee, that meets the
requirements of Sections 12.04 and 12.05 hereof. The counsel may be an
employee of or counsel to the Company, any Subsidiary of the Company or the
Senior Subordinated 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
Subordinated 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 Subordinated 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
Subordinated 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 Subordinated 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 JUNIOR SECURITIES" means Equity Interests in the Company
or debt securities that are subordinated to all Senior Debt (and any debt
securities issued in exchange for Senior Debt) to substantially the same
extent as, or to a greater extent than, the Senior Subordinated Notes are
subordinated to Senior Debt pursuant to Article 10 of this Senior Subordinated
Note Indenture.

         "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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Notes on terms at least as
favorable to the Holders of Senior Subordinated 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 Subordinated Notes issued under this
Senior Subordinated Note Indenture except where otherwise permitted by the
provisions of this Senior Subordinated 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 SUBORDINATED NOTE" means a Regulation S
Temporary Global Senior Subordinated Note or Regulation S Permanent Global
Senior Subordinated Note, as appropriate.

         "REGULATION S PERMANENT GLOBAL SENIOR SUBORDINATED NOTE" means a
permanent global Senior Subordinated Note in the form of Exhibit A1 hereto
bearing the Global Senior Subordinated 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 Subordinated Note
upon expiration of the Restricted Period.

         "REGULATION S TEMPORARY GLOBAL SENIOR SUBORDINATED NOTE" means a
temporary global Senior Subordinated 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
Subordinated Notes initially sold in reliance on Rule 903 of Regulation S.

         "REPRESENTATIVE" means the administrative agents under the Credit
Agreements or their respective successors thereunder.

         "RESPONSIBLE OFFICER" when used with respect to the Senior
Subordinated Note Trustee, means any officer within the corporate trust
department of the Senior Subordinated Note Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Senior Subordinated 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 Subordinated Note Indenture.

         "RESTRICTED DEFINITIVE SENIOR SUBORDINATED NOTE" means a Definitive
Senior Subordinated Note bearing the Private Placement Legend.

         "RESTRICTED GLOBAL SENIOR SUBORDINATED NOTE" means a Global Senior
Subordinated 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 Subordinated 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 Subordinated Note
Trustee by filing with the Senior Subordinated 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 Subordinated 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
Subordinated 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 Subordinated Note
Indenture.

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

         "SENIOR NOTES" means the Company's 7 3/4% Senior Subordinated Notes
due 2006 issued concurrently pursuant to the Senior Note Indenture.

         "SENIOR SUBORDINATED NOTE INDENTURE" means this Senior Subordinated
Note Indenture, as amended or supplemented from time to time, relating to the
Senior Subordinated Notes.

         "SENIOR SUBORDINATED NOTES" has the meaning assigned to it in the
preamble to this Senior Subordinated Note Indenture.

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

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

         "SERIES A SENIOR SUBORDINATED NOTES" has the meaning assigned to it
in the preamble to this Senior Subordinated Note Indenture.

         "SERIES B SENIOR SUBORDINATED NOTES" has the meaning assigned to it
in the preamble to this Senior Subordinated Note Indenture.

         "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement
as defined in the Subordinated 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 Subordinated 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.

         "SUBORDINATED REGISTRATION RIGHTS AGREEMENT" means the Registration
Rights Agreement with respect to the Senior Subordinated 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.

         "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 Article 12 hereof and
in the form of Guarantee endorsed on the forms of Senior Subordinated Note
attached as Exhibits A1 and A2 hereto and any additional Guarantee of the
Senior Subordinated Notes to be executed by any Restricted Subsidiary of the
Company pursuant to Section 4.16 hereof.

         "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 Subordinated 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.

         "UNRESTRICTED DEFINITIVE SENIOR SUBORDINATED NOTE" means one or more
Definitive Senior Subordinated Notes that do not bear and are not required to
bear the Private Placement Legend.

         "UNRESTRICTED GLOBAL SENIOR SUBORDINATED NOTE" means a permanent
global Senior Subordinated Note in the form of Exhibit A1 attached hereto that
bears the Global Senior Subordinated Note Legend and that has the "Schedule of
Exchanges of Interests in the Global Senior Subordinated 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 Subordinated 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 Subordinated Note Trustee by filing with the Senior
Subordinated 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"................................................. 8.03
"DTC"................................................................. 2.03
"EVENT OF DEFAULT".................................................... 6.01
"EXCESS PROCEEDS" .................................................... 4.10
"INCUR"............................................................... 4.09
"INVESTMENT GRADE RATINGS"............................................ 4.20
"LEGAL DEFEASANCE".................................................... 8.02
"LONG-TERM CREDIT AGREEMENT".......................................... 1.01
"MOODY'S"............................................................. 4.20
"OFFER AMOUNT"........................................................ 3.09
"OFFER PERIOD"........................................................ 3.09
"OTHER INDEBTEDNESS".................................................. 4.16
"PAYING AGENT"........................................................ 2.03
"PAYMENT BLOCKAGE NOTICE".............................................10.03
"PAYMENT DEFAULt"..................................................... 6.01
"PERMITTED DEBT"...................................................... 4.09
"PURCHASE DATE"....................................................... 3.09
"RATING AGENCIES"..................................................... 4.20
"REGISTRAR"........................................................... 2.03
"RESTRICTED PAYMENTS"................................................. 4.07
"S&P"................................................................. 4.20
"SENIOR SUBORDINATED ASSET SALE OFFER"................................ 4.10
"SHORT-TERM CREDIT AGREEMENT"......................................... 1.01
"SUSPENDED COVENANTS"................................................. 4.20
"SUSPENSION PERIOD"................................................... 4.20


SECTION 1.03.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

                  "INDENTURE SECURITIES" means the Senior Subordinated Notes;

                  "INDENTURE SECURITY HOLDER" means a Holder of a Senior
Subordinated Note;

                  "INDENTURE TO BE QUALIFIED" means this Senior Subordinated
Note Indenture;

                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Senior Subordinated Note Trustee; and

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

         All other terms used in this Senior Subordinated 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 SUBORDINATED NOTES

SECTION 2.01.     FORM AND DATING.

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

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

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

         (c) Temporary Global Senior Subordinated Notes. Senior Subordinated
Notes offered and sold in reliance on Regulation S shall be issued initially
in the form of the Regulation S Temporary Global Senior Subordinated Note,
which shall be deposited on behalf of the purchasers of the Senior
Subordinated Notes represented thereby with the Senior Subordinated 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
Subordinated Note Trustee as hereinafter provided. The Restricted Period shall
be terminated upon the receipt by the Senior Subordinated 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
Subordinated 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
Subordinated Note or an IAI Global Senior Subordinated 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 Subordinated Note shall be exchanged for beneficial interests in
Regulation S Permanent Global Senior Subordinated Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Senior Subordinated Notes, the Senior Subordinated Note
Trustee shall cancel the Regulation S Temporary Global Senior Subordinated
Note. The aggregate principal amount of the Regulation S Temporary
Subordinated Note and the Regulation S Permanent Global Senior Subordinated
Notes may from time to time be increased or decreased by adjustments made on
the records of the Senior Subordinated 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
Subordinated Note and the Regulation S Permanent Global Senior Subordinated
Notes that are held by Participants through Euroclear or Cedel Bank.

SECTION 2.02.     EXECUTION AND AUTHENTICATION.

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

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

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

         The Senior Subordinated Note Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Senior Subordinated Notes. An
authenticating agent may authenticate Senior Subordinated Notes whenever the
Senior Subordinated Note Trustee may do so. Each reference in this Senior
Subordinated Note Indenture to authentication by the Senior Subordinated 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
Subordinated Notes may be presented for registration of transfer or for exchange
("REGISTRAR") and an office or agency where Senior Subordinated Notes may be
presented for payment ("PAYING AGENT"). The Registrar shall keep a register of
the Senior Subordinated 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
Subordinated Note Trustee in writing of the name and address of any Agent not a
party to this Senior Subordinated Note Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Senior
Subordinated 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 Subordinated Notes.

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

SECTION 2.04.     PAYING AGENT TO HOLD MONEY IN TRUST.

         The Company shall require each Paying Agent other than the Senior
Subordinated Note Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Senior Subordinated 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 Subordinated Notes, and
will notify the Senior Subordinated Note Trustee of any default by the Company
in making any such payment. While any such default continues, the Senior
Subordinated Note Trustee may require a Paying Agent to pay all money held by it
to the Senior Subordinated Note Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Senior Subordinated Note
Trustee. Upon payment over to the Senior Subordinated 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 Subordinated Note Trustee shall
serve as Paying Agent for the Senior Subordinated Notes.

SECTION 2.05.     HOLDER LISTS.

         The Senior Subordinated 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 Subordinated Note Trustee is not the Registrar, the
Company shall furnish to the Senior Subordinated Note Trustee at least seven
Business Days before each interest payment date and at such other times as the
Senior Subordinated Note Trustee may request in writing, a list in such form and
as of such date as the Senior Subordinated Note Trustee may reasonably require
of the names and addresses of the Holders of Senior Subordinated 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 Subordinated Notes. A
Global Senior Subordinated 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 Subordinated Notes will be exchanged
by the Company for Definitive Senior Subordinated Notes if (i) the Company
delivers to the Senior Subordinated 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 Subordinated Notes (in whole
but not in part) should be exchanged for Definitive Senior Subordinated Notes
and delivers a written notice to such effect to the Senior Subordinated Note
Trustee; provided that in no event shall the Regulation S Temporary Global
Senior Subordinated Note be exchanged by the Company for Definitive Senior
Subordinated 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 Subordinated
Notes shall be issued in such names as the Depositary shall instruct the
Senior Subordinated Note Trustee. Global Senior Subordinated Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Senior Subordinated Note authenticated and delivered in
exchange for, or in lieu of, a Global Senior Subordinated 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
Subordinated Note. A Global Senior Subordinated Note may not be exchanged for
another Senior Subordinated Note other than as provided in this Section
2.06(a); however, beneficial interests in a Global Senior Subordinated 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 Subordinated Notes. The transfer and exchange of beneficial interests
in the Global Senior Subordinated Notes shall be effected through the
Depositary, in accordance with the provisions of this Senior Subordinated Note
Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Senior Subordinated 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
Subordinated 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 Subordinated Note. Beneficial interests in any Restricted
         Global Senior Subordinated Note may be transferred to Persons who
         take delivery thereof in the form of a beneficial interest in the
         same Restricted Global Senior Subordinated 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 Subordinated 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
         Subordinated Note may be transferred to Persons who take delivery
         thereof in the form of a beneficial interest in an Unrestricted
         Global Senior Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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
         Subordinated Note shall be registered to effect the transfer or
         exchange referred to in (1) above; provided that in no event shall
         Definitive Senior Subordinated Notes be issued upon the transfer or
         exchange of beneficial interests in the Regulation S Temporary Global
         Senior Subordinated 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 Subordinated Notes. Upon satisfaction of
         all of the requirements for transfer or exchange of beneficial
         interests in Global Senior Subordinated Notes contained in this
         Senior Subordinated Note Indenture and the Senior Subordinated Notes
         or otherwise applicable under the Securities Act, the Senior
         Subordinated Note Trustee shall adjust the principal amount of the
         relevant Global Senior Subordinated Note(s) pursuant to Section
         2.06(h) hereof.

                  (iii) Transfer of Beneficial Interests to Another Restricted
         Global Senior Subordinated Note. A beneficial interest in any
         Restricted Global Senior Subordinated Note may be transferred to a
         Person who takes delivery thereof in the form of a beneficial
         interest in another Restricted Global Senior Subordinated 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
                  Subordinated 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 Subordinated Note or the Regulation S Global
                  Senior Subordinated 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
                  Subordinated 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 Subordinated Note for Beneficial Interests
         in the Unrestricted Global Senior Subordinated Note. A beneficial
         interest in any Restricted Global Senior Subordinated Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Senior Subordinated Note or transferred to a
         Person who takes delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Senior Subordinated 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 Subordinated
                  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 Subordinated 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 Subordinated
                  Registration Rights Agreement;

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

                           (D) the Registrar receives the following:

                               (1) if the holder of such beneficial interest
                                   in a Restricted Global Senior Subordinated
                                   Note proposes to exchange such beneficial
                                   interest for a beneficial interest in an
                                   Unrestricted Global Senior Subordinated
                                   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 Subordinated
                                   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 Subordinated 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
                               Subordinated 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
                               Subordinated Note Trustee shall
                               authenticate one or more Unrestricted
                               Global Senior Subordinated 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 Subordinated 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 Subordinated Note.

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

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

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Senior Subordinated Note proposes to
                  exchange such beneficial interest for a Restricted
                  Definitive Senior Subordinated 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 Subordinated Note Trustee shall cause the aggregate
                  principal amount of the applicable Global Senior Subordinated
                  Note to be reduced accordingly pursuant to Section 2.06(h)
                  hereof, and the Company shall execute and the Senior
                  Subordinated Note Trustee shall authenticate and deliver to
                  the Person designated in the instructions a Definitive Senior
                  Subordinated Note in the appropriate principal amount. Any
                  Definitive Senior Subordinated Note issued in exchange for a
                  beneficial interest in a Restricted Global Senior Subordinated
                  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 Subordinated Note Trustee shall deliver such Definitive
                  Senior Subordinated Notes to the Persons in whose names such
                  Senior Subordinated Notes are so registered. Any Definitive
                  Senior Subordinated Note issued in exchange for a beneficial
                  interest in a Restricted Global Senior Subordinated 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 Subordinated Note may not be exchanged for a Definitive
                  Senior Subordinated Note or transferred to a Person who takes
                  delivery thereof in the form of a Definitive Senior
                  Subordinated 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
         Subordinated Notes to Unrestricted Definitive Senior Subordinated
         Notes. A holder of a beneficial interest in a Restricted Global
         Senior Subordinated Note may exchange such beneficial interest for an
         Unrestricted Definitive Senior Subordinated Note or may transfer such
         beneficial interest to a Person who takes delivery thereof in the
         form of an Unrestricted Definitive Senior Subordinated Note only if:

                           (A) such exchange or transfer is effected pursuant
                  to the Exchange Offer in accordance with the Subordinated
                  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 Subordinated 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 Subordinated
                  Registration Rights Agreement;

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

                           (D) the Registrar receives the following:

                               (1)  if the holder of such beneficial interest
                                    in a Restricted Global Senior Subordinated
                                    Note proposes to exchange such beneficial
                                    interest for a Definitive Senior
                                    Subordinated 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 Subordinated
                                    Note proposes to transfer such beneficial
                                    interest to a Person who shall take
                                    delivery thereof in the form of a
                                    Definitive Senior Subordinated 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
         Subordinated Notes to Unrestricted Definitive Senior Subordinated
         Notes. If any holder of a beneficial interest in an Unrestricted
         Global Senior Subordinated Note proposes to exchange such beneficial
         interest for a Definitive Senior Subordinated Note or to transfer
         such beneficial interest to a Person who takes delivery thereof in
         the form of a Definitive Senior Subordinated Note, then, upon
         satisfaction of the conditions set forth in Section 2.06(b)(ii)
         hereof, the Senior Subordinated Note Trustee shall cause the
         aggregate principal amount of the applicable Global Senior
         Subordinated Note to be reduced accordingly pursuant to Section
         2.06(h) hereof, and the Company shall execute and the Senior
         Subordinated Note Trustee shall authenticate and deliver to the
         Person designated in the instructions a Definitive Senior
         Subordinated Note in the appropriate principal amount. Any Definitive
         Senior Subordinated 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 Subordinated Note Trustee shall
         deliver such Definitive Senior Subordinated Notes to the Persons in
         whose names such Senior Subordinated Notes are so registered. Any
         Definitive Senior Subordinated 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 Subordinated Notes for
Beneficial Interests.

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

                           (A) if the Holder of such Restricted Definitive
                  Senior Subordinated Note proposes to exchange such Senior
                  Subordinated Note for a beneficial interest in a Restricted
                  Global Senior Subordinated 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
                  Subordinated 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
                  Subordinated 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
                  Subordinated 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
                  Subordinated 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
                  Subordinated 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
                  Subordinated 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 Subordinated Note Trustee shall cancel the
                  Restricted Definitive Senior Subordinated Note, increase or
                  cause to be increased the aggregate principal amount of, in
                  the case of clause (A) above, the appropriate Restricted
                  Global Senior Subordinated Note, in the case of clause (B)
                  above, the 144A Global Senior Subordinated Note, in the case
                  of clause (c) above, the Regulation S Global Senior
                  Subordinated Note, and in all other cases, the IAI Global
                  Senior Subordinated Note.

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

                           (A) such exchange or transfer is effected pursuant
                  to the Exchange Offer in accordance with the Subordinated
                  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 Subordinated 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 Subordinated
                  Registration Rights Agreement;

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

                           (D) the Registrar receives the following:

                                (1)  if the Holder of such Definitive Senior
                                     Subordinated Notes proposes to exchange
                                     such Senior Subordinated Notes for a
                                     beneficial interest in the Unrestricted
                                     Global Senior Subordinated 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
                                     Subordinated Notes proposes to transfer
                                     such Senior Subordinated Notes to a
                                     Person who shall take delivery thereof in
                                     the form of a beneficial interest in the
                                     Unrestricted Global Senior Subordinated
                                     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
                  Subordinated Note Trustee shall cancel the Definitive Senior
                  Subordinated Notes and increase or cause to be increased the
                  aggregate principal amount of the Unrestricted Global Senior
                  Subordinated Note.

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

         If any such exchange or transfer from a Definitive Senior Subordinated
         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 Subordinated 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 Subordinated Note Trustee shall
         authenticate one or more Unrestricted Global Senior Subordinated Notes
         in an aggregate principal amount equal to the principal amount of
         Definitive Senior Subordinated Notes so transferred.

         (e) Transfer and Exchange of Definitive Senior Subordinated Notes for
Definitive Senior Subordinated Notes. Upon request by a Holder of Definitive
Senior Subordinated 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 Subordinated Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Senior Subordinated 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 Subordinated Notes to
         Restricted Definitive Senior Subordinated Notes. Any Restricted
         Definitive Senior Subordinated Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the
         form of a Restricted Definitive Senior Subordinated 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 Subordinated Notes to
         Unrestricted Definitive Senior Subordinated Notes. Any Restricted
         Definitive Senior Subordinated Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Senior Subordinated Note or
         transferred to a Person or Persons who take delivery thereof in the
         form of an Unrestricted Definitive Senior Subordinated Note if:

                           (A) such exchange or transfer is effected pursuant
                  to the Exchange Offer in accordance with the Subordinated
                  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 Subordinated 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
                  Subordinated 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 Subordinated
                  Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                (1)  if the Holder of such Restricted
                                     Definitive Senior Subordinated Notes
                                     proposes to exchange such Senior
                                     Subordinated Notes for an Unrestricted
                                     Definitive Senior Subordinated 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 Subordinated Notes
                                     proposes to transfer such Senior
                                     Subordinated Notes to a Person who shall
                                     take delivery thereof in the form of an
                                     Unrestricted Definitive Senior
                                     Subordinated 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 Subordinated Notes to
         Unrestricted Definitive Senior Subordinated Notes. A Holder of
         Unrestricted Definitive Senior Subordinated Notes may transfer such
         Senior Subordinated Notes to a Person who takes delivery thereof in
         the form of an Unrestricted Definitive Senior Subordinated Note. Upon
         receipt of a request to register such a transfer, the Registrar shall
         register the Unrestricted Definitive Senior Subordinated Notes
         pursuant to the instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Subordinated Registration Rights Agreement, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02, the Senior Subordinated Note Trustee shall authenticate (i) one
or more Unrestricted Subordinated Notes in an aggregate principal amount equal
to the principal amount of the beneficial interests in the Restricted Global
Senior Subordinated 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
Subordinated 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 Subordinated Notes in an aggregate principal amount equal to
the principal amount of the Restricted Definitive Senior Subordinated Notes
accepted for exchange in the Exchange Offer. Concurrently with the issuance of
such Senior Subordinated Notes, the Senior Subordinated Note Trustee shall
cause the aggregate principal amount of the applicable Restricted Global
Senior Subordinated Notes to be reduced accordingly, and the Company shall
execute and the Senior Subordinated Note Trustee shall authenticate and
deliver to the Persons designated by the Holders of Definitive Senior
Subordinated Notes so accepted Definitive Senior Subordinated Notes in the
appropriate principal amount.

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

                  (i) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Senior Subordinated Note and each Definitive
                  Senior Subordinated Note (and all Senior Subordinated 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 Subordinated Note or Definitive Senior Subordinated
                  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 Subordinated Notes issued
                  in exchange therefor or substitution thereof) shall not bear
                  the Private Placement Legend.

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

                           "THIS GLOBAL SENIOR SUBORDINATED NOTE IS HELD BY
                           THE DEPOSITARY (AS DEFINED IN THE SENIOR
                           SUBORDINATED NOTE INDENTURE GOVERNING THIS SENIOR
                           SUBORDINATED 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
                           SUBORDINATED NOTE TRUSTEE MAY MAKE SUCH NOTATIONS
                           HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06
                           OF THE SENIOR SUBORDINATED NOTE INDENTURE, (II)
                           THIS GLOBAL SENIOR SUBORDINATED NOTE MAY BE
                           EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
                           SECTION 2.06(a) OF THE SENIOR SUBORDINATED NOTE
                           INDENTURE, (III) THIS GLOBAL SENIOR SUBORDINATED
                           NOTE MAY BE DELIVERED TO THE SENIOR SUBORDINATED
                           NOTE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
                           2.11 OF THE SENIOR SUBORDINATED NOTE INDENTURE AND
                           (IV) THIS GLOBAL SENIOR SUBORDINATED NOTE MAY BE
                           TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
                           PRIOR WRITTEN CONSENT OF THE COMPANY."

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

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

         (h) Cancellation and/or Adjustment of Global Senior Subordinated
Notes. At such time as all beneficial interests in a particular Global Senior
Subordinated Note have been exchanged for Definitive Senior Subordinated Notes
or a particular Global Senior Subordinated Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Senior Subordinated
Note shall be returned to or retained and canceled by the Senior Subordinated
Note Trustee in accordance with Section 2.11 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Senior Subordinated 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 Subordinated Note
or for Definitive Senior Subordinated Notes, the principal amount of Senior
Subordinated Notes represented by such Global Senior Subordinated Note shall
be reduced accordingly and an endorsement shall be made on such Global Senior
Subordinated Note by the Senior Subordinated Note Trustee or by the Depositary
at the direction of the Senior Subordinated 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 Subordinated Note, such other
Global Senior Subordinated Note shall be increased accordingly and an
endorsement shall be made on such Global Senior Subordinated Note by the
Senior Subordinated Note Trustee or by the Depositary at the direction of the
Senior Subordinated 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 Subordinated Note Trustee shall
         authenticate Global Senior Subordinated Notes and Definitive Senior
         Subordinated 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 Subordinated Note or to a
         Holder of a Definitive Senior Subordinated 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 Subordinated Note selected for
         redemption in whole or in part, except the unredeemed portion of any
         Senior Subordinated Note being redeemed in part.

                  (iv) All Global Senior Subordinated Notes and Definitive
         Senior Subordinated Notes issued upon any registration of transfer or
         exchange of Global Senior Subordinated Notes or Definitive Senior
         Subordinated Notes shall be the valid obligations of the Company,
         evidencing the same debt, and entitled to the same benefits under
         this Senior Subordinated Note Indenture, as the Global Senior
         Subordinated Notes or Definitive Senior Subordinated 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 Subordinated Notes
         during a period beginning at the opening of business 15 days before
         the day of any selection of Senior Subordinated 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 Subordinated Note so selected for redemption in whole or in
         part, except the unredeemed portion of any Senior Subordinated Note
         being redeemed in part or (C) to register the transfer of or to
         exchange a Senior Subordinated 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 Subordinated Note, the Senior Subordinated
         Note Trustee, any Agent and the Company may deem and treat the Person
         in whose name any Senior Subordinated Note is registered as the
         absolute owner of such Senior Subordinated Note for the purpose of
         receiving payment of principal of and interest on such Senior
         Subordinated Notes and for all other purposes, and none of the Senior
         Subordinated Note Trustee, any Agent or the Company shall be affected
         by notice to the contrary.

                  (vii) The Senior Subordinated Note Trustee shall
         authenticate Global Senior Subordinated Notes and Definitive Senior
         Subordinated 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 SUBORDINATED NOTES.

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

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

SECTION 2.08.     OUTSTANDING SENIOR SUBORDINATED NOTES.

         The Senior Subordinated Notes outstanding at any time are all the
Senior Subordinated Notes authenticated by the Senior Subordinated Note
Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Senior Subordinated
Note effected by the Senior Subordinated 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 Subordinated Note does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Senior Subordinated Note.

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

         If the principal amount of any Senior Subordinated 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 Subordinated Notes payable on that date, then on and
after that date such Senior Subordinated Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.

SECTION 2.09.     TREASURY SENIOR SUBORDINATED NOTES.

         In determining whether the Holders of the required principal amount
of Senior Subordinated Notes have concurred in any direction, waiver or
consent, Senior Subordinated 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
Subordinated Note Trustee shall be protected in relying on any such direction,
waiver or consent, only Senior Subordinated Notes that a Responsible Officer
of the Senior Subordinated Note Trustee actually knows are so owned shall be
so disregarded.

SECTION 2.10.     TEMPORARY SENIOR SUBORDINATED NOTES.

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

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

SECTION 2.11.     CANCELLATION.

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

SECTION 2.12.     DEFAULTED INTEREST.

         If the Company defaults in a payment of interest on the Senior
Subordinated 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 Subordinated Notes and in Section 4.01 hereof.
The Company shall notify the Senior Subordinated Note Trustee in writing of
the amount of defaulted interest proposed to be paid on each Senior
Subordinated 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 Subordinated 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 Subordinated Notes may use "CUSIP"
numbers (if then generally in use), and, if so, the Senior Subordinated 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
Subordinated 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 Subordinated 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 Subordinated Note Trustee of any change in the CUSIP
numbers.

                                  ARTICLE 3
                           REDEMPTION AND PREPAYMENT

SECTION 3.01.     NOTICES TO SENIOR SUBORDINATED NOTE TRUSTEE.

         If the Company elects to redeem Senior Subordinated Notes pursuant to
the redemption provisions of Section 3.07 hereof, it shall furnish to the
Senior Subordinated 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 Subordinated Note Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Senior Subordinated Notes to be redeemed, (iv) the redemption price and (v)
the CUSIP numbers of the Senior Subordinated Notes to be redeemed.

SECTION 3.02.     SELECTION OF SENIOR SUBORDINATED NOTES TO BE REDEEMED.

         If less than all of the Senior Subordinated Notes are to be redeemed
or purchased in an offer to purchase at any time, the Senior Subordinated Note
Trustee shall select the Senior Subordinated Notes to be redeemed or purchased
among the Holders of the Senior Subordinated Notes in compliance with the
requirements of the principal national securities exchange, if any, on which
the Senior Subordinated Notes are listed or, if the Senior Subordinated Notes
are not so listed, on a pro rata basis, by lot or in accordance with any other
method the Senior Subordinated Note Trustee shall deem fair and appropriate;
provided that no Senior Subordinated Notes of $1,000 or less shall be redeemed
in part. In the event of partial redemption by lot, the particular Senior
Subordinated 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 Subordinated Note Trustee from the outstanding Senior Subordinated
Notes not previously called for redemption.

         The Senior Subordinated Note Trustee shall promptly notify the
Company in writing of the Senior Subordinated Notes selected for redemption
and, in the case of any Senior Subordinated Note selected for partial
redemption, the principal amount thereof to be redeemed. Senior Subordinated
Notes and portions of Senior Subordinated Notes selected shall be in amounts
of $1,000 or whole multiples of $1,000; except that if all of the Senior
Subordinated Notes of a Holder are to be redeemed, the entire outstanding
amount of Senior Subordinated 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 Subordinated Note Indenture that apply to
Senior Subordinated Notes called for redemption also apply to portions of
Senior Subordinated 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 Subordinated Notes are to be redeemed at its registered address.

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

         (a) the redemption date;

         (b) the redemption price;

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

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

         (e) that Senior Subordinated 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 Subordinated Notes called for redemption ceases to
accrue on and after the redemption date;

         (g) the paragraph of the Senior Subordinated Notes and/or Section of
this Senior Subordinated Note Indenture pursuant to which the Senior
Subordinated 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
Subordinated Notes.

         At the Company's request, the Senior Subordinated 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
Subordinated Note Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Senior Subordinated 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 Subordinated 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 Subordinated Note Trustee or with the Paying Agent
money sufficient to pay the redemption price of and accrued interest on all
Senior Subordinated Notes to be redeemed on that date. The Senior Subordinated
Note Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Senior Subordinated 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 Subordinated 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 Subordinated Notes or the portions of Senior Subordinated Notes
called for redemption. If a Senior Subordinated 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 Subordinated Note was registered at the close of business on such
record date. If any Senior Subordinated 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 Subordinated Notes and in Section 4.01
hereof.

SECTION 3.06.     SENIOR SUBORDINATED NOTES REDEEMED IN PART.

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

SECTION 3.07.     OPTIONAL REDEMPTION.

         (a) The Senior Subordinated Notes will not be subject to redemption
at the option of the Company prior to August 1, 2003. Thereafter, the Senior
Subordinated Notes will be subject to redemption at any time at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period beginning on August 1 of the years indicated below:

         YEAR                                               PERCENTAGE

         2003                                                104.125%
         2004                                                102.750%
         2005                                                101.375%
         2006 and thereafter                                 100.000%

         (b) Notwithstanding the provisions of clause (a) of this Section
3.07, during the first 36 months after August 5, 1998, the Company may on any
one or more occasions redeem up to 35% of the aggregate principal amount of
Senior Subordinated Notes issued under this Senior Subordinated Note Indenture
at a redemption price of 108.250% of the principal amount thereof, plus in
such case accrued and unpaid interest and Liquidated Damages thereon, if any,
to the redemption date, with the net cash proceeds of any Public Equity
Offering; provided that at least 65% of the aggregate principal amount of
Senior Subordinated Notes issued remain outstanding immediately after the
occurrence of such redemption (excluding Senior Subordinated Notes held by the
Company and its Subsidiaries); and provided, further, that such redemption
shall occur within 90 days of the date of the closing of such Public Equity
Offering.

         (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 Subordinated 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 Subordinated Asset Sale Offer, it shall
follow the procedures specified below.

         The Senior Subordinated 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 Subordinated 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 Subordinated Notes tendered in response to the Senior
Subordinated Asset Sale Offer. Payment for any Senior Subordinated 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 Subordinated Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Senior Subordinated Notes
pursuant to the Senior Subordinated Asset Sale Offer.

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

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

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

         (c) that any Senior Subordinated 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 Subordinated Note accepted for payment pursuant to the Senior
Subordinated Asset Sale Offer shall cease to accrete or accrue interest after
the Purchase Date;

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

         (f) that Holders electing to have a Senior Subordinated Note
purchased pursuant to any Senior Subordinated Asset Sale Offer shall be
required to surrender the Senior Subordinated Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Senior Subordinated
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 Subordinated Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Senior
Subordinated Note purchased;

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

         (i) that Holders whose Senior Subordinated Notes were purchased only
in part shall be issued new Senior Subordinated Notes equal in principal
amount to the unpurchased portion of the Senior Subordinated 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 Subordinated Notes or portions thereof tendered
pursuant to the Senior Subordinated Asset Sale Offer, or if less than the
Offer Amount has been tendered, all Senior Subordinated Notes tendered, and
shall deliver to the Senior Subordinated Note Trustee an Officers' Certificate
stating that such Senior Subordinated 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 Subordinated Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Senior
Subordinated Note, and the Senior Subordinated Note Trustee, upon written
request from the Company shall authenticate and mail or deliver such new
Senior Subordinated Note to such Holder, in a principal amount equal to any
unpurchased portion of the Senior Subordinated Note surrendered. Any Senior
Subordinated 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 Subordinated 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 SUBORDINATED 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 Subordinated Notes on the dates and in the manner provided in the
Senior Subordinated 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 Subordinated 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
Subordinated 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
Subordinated Note Trustee or an affiliate of the Senior Subordinated Note
Trustee, Registrar or co-registrar) where Senior Subordinated 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 Subordinated Notes and
this Senior Subordinated Note Indenture may be served. The Company shall give
prompt written notice to the Senior Subordinated 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 Subordinated 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 Subordinated Note
Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Senior Subordinated 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
Subordinated 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 Subordinated 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 Subordinated Notes are
outstanding, the Company will furnish to each of the Holders of Senior
Subordinated Notes and the Senior Subordinated 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
Subordinated Note Trustee is for informational purposes only and the Senior
Subordinated 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 Subordinated Note Trustee is
entitled to rely exclusively on Officers' Certificates).

         (b) For so long as any Senior Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Note Indenture and is not in default in
the performance or observance of any of the terms, provisions and conditions
of this Senior Subordinated 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
Subordinated 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 Subordinated
Notes are outstanding, deliver to the Senior Subordinated 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 Subordinated 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
Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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
         Subordinated 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 Subordinated 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) other Restricted Payments in an aggregate amount
         since the date of this Senior Subordinated Note Indenture not to
         exceed $50.0 million under this clause (viii);

provided that, with respect to clauses (ii), (iii), (v), (vi) and (viii)
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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Note
Indenture, (b) the Credit Facility as in effect as of the date of this Senior
Subordinated 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
Subordinated Note Indenture, (c) the Senior Note Indenture, this 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 Subordinated 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 Subordinated 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 the Senior Note Indenture
         and this 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 Subordinated
         Note and this Senior Subordinated 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
         Subordinated 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
Subordinated 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
Subordinated 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
Senior Debt of the Company or any Restricted Subsidiary, including, without
limitation, Indebtedness under the Senior Notes and 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 the Indentures. 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 Subordinated Notes and all holders of other
Indebtedness that is not Senior Debt that ranks pari passu with the Senior
Subordinated Notes containing provisions similar to those set forth in the
Senior Subordinated Note Indenture with respect to offers to purchase or
redeem with the proceeds of sales of assets (a "SENIOR SUBORDINATED ASSET SALE
OFFER") to purchase the maximum principal amount of Senior Subordinated 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
the Senior Subordinated Note Indenture and such other Indebtedness. To the
extent that any Excess Proceeds remain after consummation of a Senior
Subordinated Asset Sale Offer, the Company may use any remaining Excess
Proceeds for any purpose not otherwise prohibited by the Senior Subordinated
Note Indenture. If the aggregate principal amount of Senior Subordinated Notes
and such other Indebtedness tendered into such Senior Subordinated Asset Sale
Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds,
the Senior Subordinated Note Trustee shall select the Senior Subordinated
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 Subordinated 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 Subordinated Note Indentures and the Senior Subordinated
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 Subordinated
Notes.

SECTION 4.15.     OFFER TO PURCHASE UPON CHANGE OF CONTROL.

         (a) Upon the occurrence of a Change of Control, each Holder of Senior
Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Notes or portions thereof so
tendered and (3) deliver or cause to be delivered to the Senior Subordinated
Note Trustee the Senior Subordinated Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of Senior
Subordinated Notes or portions thereof being purchased by the Company. The
Paying Agent will promptly mail to each Holder of Senior Subordinated Notes so
tendered the Change of Control Payment for such Senior Subordinated Notes, and
the Senior Subordinated Note Trustee will promptly authenticate and mail (or
cause to be transferred by book entry) to each Holder a new Senior
Subordinated Note equal in principal amount to any unpurchased portion of the
Senior Subordinated Notes surrendered, if any; provided that each such new
Senior Subordinated Note will be in a principal amount of $1,000 or an
integral multiple thereof. Prior to complying with the provisions of this
Section 4.15, but in any event within 60 days following a Change of Control,
the Company will either repay all outstanding Senior Debt or obtain the
requisite consents, if any, under all agreements governing outstanding Senior
Debt to permit the repurchase of Senior Subordinated Notes required by this
Section 4.15. 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 Subordinated Note Indenture
are applicable. Except as described above with respect to a Change of Control,
this Senior Subordinated Note Indenture does not contain provisions that
permit the Holders of the Senior Subordinated Notes to require that the
Company repurchase or redeem the Senior Subordinated 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 Subordinated Note Indenture applicable to a Change of
Control Offer made by the Company and purchases all Senior Subordinated Notes
validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.16.     ADDITIONAL SUBORDINATED SUBSIDIARY GUARANTEES.

         If the Company or any of its Domestic Subsidiaries (i) acquires or
creates any Domestic Subsidiary after the date of this Senior Subordinated
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
pursuant to which it will become a Guarantor under the Senior Subordinated
Note Indenture; provided, however, that if such Other Indebtedness is (i)
Indebtedness that is ranked pari passu in right of payment with the Senior
Subordinated Notes or such Subsidiary's Guarantee of the Senior Subordinated
Notes, as the case may be, such Subsidiary's Guarantee of the Senior
Subordinated Notes shall be pari passu in right of payment with such
Subsidiary's guarantee of the Other Indebtedness; or (ii) Senior Debt, such
Subsidiary's Guarantee of the Senior Subordinated Notes shall be subordinated
in right of payment to the guarantee of Other Indebtedness (which guarantee of
such Senior Debt shall provide that the guarantee is senior to such
Subsidiary's Guarantee of the Senior Subordinated Notes to the same extent and
in the same manner as the Other Indebtedness is senior to the Senior
Subordinated Notes or such Subsidiary's Guarantee of the Senior Subordinated
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 Subordinated 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 Subordinated Notes for or as an inducement to any consent, waiver
or amendment of any of the terms or provisions of this Senior Subordinated
Note Indenture or the Senior Subordinated Notes unless such consideration is
offered to be paid or is paid to all Holders of the Senior Subordinated 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 Subordinated 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.     ANTI-LAYERING.

         Notwithstanding any other provision of this Senior Subordinated Note
Indenture, (i) the Company will not incur, create, issue, assume, guarantee or
otherwise become liable directly or indirectly for any Indebtedness (including
Acquired Debt) that is subordinate or junior in right of payment to any Senior
Debt and senior in any respect in right of payment to the Senior Subordinated
Notes and (ii) no Guarantor will incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness (including Acquired Debt) that is
subordinate or junior in right of payment to any Senior Debt of a Guarantor
and senior in any respect in right of payment to any Subordinated Subsidiary
Guarantee.

SECTION 4.20.     CERTAIN COVENANTS TO BE SUSPENDED UNDER CERTAIN CONDITIONS.

         The covenants set forth in Section 4.01 through Section 4.19,
inclusive, of this Senior Subordinated 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
Subordinated 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 Subordinated 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 Subordinated 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
Subordinated Note Indenture. Notwithstanding any other provision of this
Senior Subordinated 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 Subordinated 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 Subordinated Registration Rights
Agreement, the Senior Subordinated Notes and this Senior Subordinated Note
Indenture pursuant to a supplemental indenture in a form reasonably
satisfactory to the Senior Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Notes and
such default continues for a period of 30 days (whether or not prohibited by
the subordination provisions of Article 10);

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

         (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 Subordinated Note Indenture or the
Senior Subordinated 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 Subordinated 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;

         (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 Subordinated 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 Subordinated Note Trustee or
the Holders of at least 25% in principal amount of the then outstanding Senior
Subordinated Notes may declare all the Senior Subordinated Notes to be due and
payable immediately. Upon any such declaration, the Senior Subordinated 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
Subordinated Notes shall be due and payable without further action or notice.
Holders of the Senior Subordinated Notes may not enforce this Senior
Subordinated Note Indenture or the Senior Subordinated Notes except as
provided in this Senior Subordinated Note Indenture.

         If an Event of Default occurs prior to August 1, 2003 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding the prohibition on redemption of the
Senior Subordinated Notes prior to August 1, 2003, then the premium specified
in this Senior Subordinated Indenture shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Senior
Subordinated Notes.

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

         The Senior Subordinated Note Trustee may maintain a proceeding even
if it does not possess any of the Senior Subordinated Notes or does not
produce any of them in the proceeding. A delay or omission by the Senior
Subordinated Note Trustee or any Holder of a Senior Subordinated 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
Subordinated Notes then outstanding by notice to the Senior Subordinated Note
Trustee may on behalf of the Holders of all of the Senior Subordinated Notes
waive any existing Default or Event of Default and its consequences under this
Senior Subordinated Note Indenture except a continuing Default or Event of
Default in the payment of interest on, or the principal of, the Senior
Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Notes may direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Senior Subordinated
Note Trustee or exercising any trust or power conferred on it. However, the
Senior Subordinated Note Trustee may refuse to follow any direction that
conflicts with law or this Senior Subordinated Note Indenture that the Senior
Subordinated Note Trustee determines may be unduly prejudicial to the rights
of other Holders of Senior Subordinated Notes or that may involve the Senior
Subordinated Note Trustee in personal liability. .

SECTION 6.06.     LIMITATION ON SUITS.

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

         (a) the Holder of a Senior Subordinated Note gives to the Senior
Subordinated 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 Subordinated Notes make a written request to the Senior
Subordinated Note Trustee to pursue the remedy;

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

         (d) the Senior Subordinated 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 Subordinated Notes do not give the
Senior Subordinated Note Trustee a direction inconsistent with the request.

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

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

         Notwithstanding any other provision of this Senior Subordinated Note
Indenture, the right of any Holder of a Senior Subordinated Note to receive
payment of principal, premium and Liquidated Damages, if any, and interest on
the Senior Subordinated Note, on or after the respective due dates expressed
in the Senior Subordinated 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 SUBORDINATED NOTE TRUSTEE.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Senior Subordinated Note Trustee is authorized to recover
judgment in its own name and as Senior Subordinated 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
Subordinated 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 Subordinated Note Trustee,
its agents and counsel.

SECTION 6.09.     SENIOR SUBORDINATED NOTE TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Senior Subordinated 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 Subordinated Note Trustee (including
any claim for the reasonable compensation, expenses, disbursements and
advances of the Senior Subordinated Note Trustee, its agents and counsel) and
the Holders of the Senior Subordinated Notes allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Senior
Subordinated 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 Subordinated Note Trustee, and in the event that the Senior
Subordinated Note Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Senior Subordinated Note Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Senior Subordinated Note Trustee, its agents and counsel, and
any other amounts due the Senior Subordinated Note Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Senior Subordinated Note Trustee, its agents
and counsel, and any other amounts due the Senior Subordinated 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 Subordinated 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 Subordinated Notes
or the rights of any Holder, or to authorize the Senior Subordinated Note
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.     PRIORITIES.

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

                  First: to the Senior Subordinated 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 Subordinated Note Trustee and the
         costs and expenses of collection;

                  Second: to Holders of Senior Subordinated Notes for amounts
         due and unpaid on the Senior Subordinated 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 Subordinated Notes for principal,
         premium and Liquidated Damages, if any and interest, respectively;
         and

                  Third: to the Company.

         The Senior Subordinated Note Trustee may fix a record date and
payment date for any payment to Holders of Senior Subordinated 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 Subordinated Note Indenture or in any suit against the Senior
Subordinated Note Trustee for any action taken or omitted by it as a Senior
Subordinated 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 Subordinated Note Trustee, a suit by a Holder of a Senior Subordinated
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Senior Subordinated Notes.

                                  ARTICLE 7
                       SENIOR SUBORDINATED NOTE TRUSTEE

SECTION 7.01.     DUTIES OF SENIOR SUBORDINATED NOTE TRUSTEE

         (a) If an Event of Default has occurred and is continuing, the Senior
Subordinated Note Trustee shall exercise such of the rights and powers vested
in it by this Senior Subordinated 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 Subordinated Note Trustee shall
         be determined solely by the express provisions of this Senior
         Subordinated Note Indenture and the Senior Subordinated Note Trustee
         need perform only those duties that are specifically set forth in
         this Senior Subordinated Note Indenture and no others, and no implied
         covenants or obligations shall be read into this Senior Subordinated
         Note Indenture against the Senior Subordinated Note Trustee; and

                  (ii) in the absence of bad faith on its part, the Senior
         Subordinated 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 Subordinated
         Note Trustee and conforming to the requirements of this Senior
         Subordinated 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 Subordinated Note Trustee, the Senior
         Subordinated Note Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Senior Subordinated Note Indenture (but need not confirm or
         investigate the accuracy of mathematical calculations or other facts
         stated therein).

         (c) The Senior Subordinated 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 Subordinated 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 Subordinated Note
         Trustee was negligent in ascertaining the pertinent facts; and

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

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

SECTION 7.02.     RIGHTS OF SENIOR SUBORDINATED NOTE TRUSTEE.

         (a) The Senior Subordinated 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 Subordinated Note Trustee need not
investigate any fact or matter stated in the document.

         (b) Before the Senior Subordinated Note Trustee acts or refrains from
acting, it may require an Officers' Certificate or an Opinion of Counsel or
both. The Senior Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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
Subordinated Note Indenture.

         (e) Unless otherwise specifically provided in this Senior
Subordinated 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 Subordinated Note Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Senior
Subordinated Note Indenture at the request or direction of any of the Holders
unless such Holders shall have offered to the Senior Subordinated 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 SUBORDINATED NOTE TRUSTEE.

         The Senior Subordinated Note Trustee in its individual or any other
capacity may become the owner or pledgee of Senior Subordinated 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 Subordinated Note Trustee. The
Senior Subordinated Note Trustee is also subject to Sections 7.10 and 7.11
hereof.

SECTION 7.04.     SENIOR SUBORDINATED NOTE TRUSTEE'S DISCLAIMER.

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

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

         Within 60 days after each August 1 beginning with the August 1
following the date of this Senior Subordinated Note Indenture, and for so long
as Senior Subordinated Notes remain outstanding, the Senior Subordinated Note
Trustee shall mail to the Holders of the Senior Subordinated 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
Subordinated Note Trustee also shall comply with TIA ss. 313(b)(2). The Senior
Subordinated 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 Subordinated Notes shall be mailed to the Company and filed with the SEC
and each stock exchange on which the Senior Subordinated Notes are listed in
accordance with TIA ss. 313(d). The Company shall promptly notify the Senior
Subordinated Note Trustee when the Senior Subordinated 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 Subordinated
Note Trustee from time to time such compensation as agreed upon in writing for
its acceptance of this Senior Subordinated Note Indenture and services
hereunder. The Senior Subordinated Note Trustee's compensation shall not be
limited by any law on compensation of a Senior Subordinated Note Trustee of an
express trust. The Company and the Guarantors shall reimburse the Senior
Subordinated 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 Subordinated Note Trustee's agents
and counsel.

         The Company and the Guarantors shall indemnify the Senior
Subordinated 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 Subordinated
Note Indenture, including the costs and expenses of enforcing this Senior
Subordinated 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 Subordinated
Note Trustee shall notify the Company promptly of any claim for which it may
seek indemnity. Failure by the Senior Subordinated 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
Subordinated Note Trustee shall cooperate in the defense. The Senior
Subordinated 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 Subordinated
Note Indenture.

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

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

SECTION 7.08.     REPLACEMENT OF SENIOR SUBORDINATED NOTE TRUSTEE.

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

         The Senior Subordinated 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 Subordinated Notes of a majority in principal
amount of the then outstanding Senior Subordinated Notes may remove the Senior
Subordinated Note Trustee by so notifying the Senior Subordinated Note Trustee
and the Company in writing. The Company may remove the Senior Subordinated
Note Trustee if:

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

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

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

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

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

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

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

         A successor Senior Subordinated Note Trustee shall deliver a written
acceptance of its appointment to the retiring Senior Subordinated Note Trustee
and to the Company. Thereupon, the resignation or removal of the retiring
Senior Subordinated Note Trustee shall become effective, and the successor
Senior Subordinated Note Trustee shall have all the rights, powers and duties
of the Senior Subordinated Note Trustee under this Senior Subordinated Note
Indenture. The successor Senior Subordinated Note Trustee shall mail a notice
of its succession to Holders of the Senior Subordinated Notes. The retiring
Senior Subordinated Note Trustee shall promptly transfer all property held by
it as Senior Subordinated Note Trustee to the successor Senior Subordinated
Note Trustee, provided all sums owing to the Senior Subordinated 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 Subordinated 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 Subordinated Note Trustee.

SECTION 7.09.     SUCCESSOR SENIOR SUBORDINATED NOTE TRUSTEE BY MERGER, ETC.

         If the Senior Subordinated 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 Subordinated Note Trustee.

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

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

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Senior Subordinated Note Trustee is subject to TIA ss. 311(a),
excluding any creditor relationship listed in TIA ss. 311(b). A Senior
Subordinated 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 SUBORDINATED NOTE TRUSTEE'S APPLICATION FOR
                  INSTRUCTIONS FROM THE COMPANY.

         Any application by the Senior Subordinated Note Trustee for written
instructions from the Company may, at the option of the Senior Subordinated
Note Trustee, set forth in writing any action proposed to be taken or omitted
by the Senior Subordinated Note Trustee under this Senior Subordinated Note
Indenture and the date on and/or after which such action shall be taken or
such omission shall be effective. The Senior Subordinated Note Trustee shall
not be liable for any action taken by, or omission of, the Senior Subordinated
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 Subordinated 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
Subordinated 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 Subordinated 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
Subordinated 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
Subordinated Note Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Senior Subordinated Notes and
this Senior Subordinated Note Indenture (and the Senior Subordinated 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 Subordinated 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 Subordinated
Notes when such payments are due, (b) the Company's obligations with respect
to such Senior Subordinated Notes under Article 2 and Section 4.02 hereof, (c)
the rights, powers, trusts, duties and immunities of the Senior Subordinated
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 Subordinated Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Senior Subordinated 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
Subordinated Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the
outstanding Senior Subordinated 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 Subordinated Note Indenture and such Senior
Subordinated 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 Subordinated Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

         (a) the Company must irrevocably deposit with the Senior Subordinated
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
Subordinated 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 Subordinated 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 Subordinated Note Trustee an Opinion of
Counsel in the United States reasonably acceptable to the Senior Subordinated
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 Subordinated 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 Subordinated 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 Subordinated Note Trustee an Opinion of
Counsel in the United States reasonably acceptable to the Senior Subordinated
Note Trustee confirming that the Holders of the outstanding Senior
Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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
Subordinated Note Trustee (or other qualifying Senior Subordinated Note
Trustee, collectively for purposes of this Section 8.05, the "SENIOR
SUBORDINATED NOTE TRUSTEE") pursuant to Section 8.04 hereof in respect of the
outstanding Senior Subordinated Notes shall be held in trust and applied by
the Senior Subordinated Note Trustee, in accordance with the provisions of
such Senior Subordinated Notes and this Senior Subordinated Note Indenture, to
the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent) as the Senior Subordinated Note Trustee may
determine, to the Holders of such Senior Subordinated 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
Subordinated 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 Subordinated Notes.

         Anything in this Article 8 to the contrary notwithstanding, the
Senior Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Note shall thereafter, as a secured
creditor, look only to the Company for payment thereof, and all liability of
the Senior Subordinated Note Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as Senior Subordinated Note
Trustee thereof, shall thereupon cease; provided, however, that the Senior
Subordinated 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 Subordinated 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 Subordinated Note Indenture and the Senior
Subordinated 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
Subordinated 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 Subordinated Note following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the
Holders of such Senior Subordinated Notes to receive such payment from the
money held by the Senior Subordinated Note Trustee or Paying Agent.

                                  ARTICLE 9
                       AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.     WITHOUT CONSENT OF HOLDERS OF SENIOR SUBORDINATED NOTES.

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

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

         (b) to provide for uncertificated Senior Subordinated Notes in
addition to or in place of certificated Senior Subordinated 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 Subordinated Notes by a successor to
the Company or a Guarantor pursuant to Article 5 or Article 11 hereof;

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

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

         (f) to allow any Guarantor to execute a supplemental Senior
Subordinated Note Indenture and/or a Senior Subsidiary Guarantee with respect
to the Senior Subordinated 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 Subordinated Note Indenture, and upon receipt by the
Senior Subordinated Note Trustee of the documents described in Section 7.02
hereof, the Senior Subordinated Note Trustee shall join with the Company and
the Guarantors in the execution of any amended or supplemental Senior
Subordinated Note Indenture authorized or permitted by the terms of this
Senior Subordinated Note Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Senior
Subordinated Note Trustee shall not be obligated to enter into such amended or
supplemental Senior Subordinated Note Indenture that affects its own rights,
duties or immunities under this Senior Subordinated Note Indenture or
otherwise.

SECTION 9.02.     WITH CONSENT OF HOLDERS OF SENIOR SUBORDINATED NOTES.

         Except as provided below in this Section 9.02, the Company and the
Senior Subordinated Note Trustee may amend or supplement this Senior
Subordinated Note Indenture (including Sections 3.09, 4.10 and 4.15 hereof),
the Subordinated Subsidiary Guarantees and the Senior Subordinated Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Senior Subordinated 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 Subordinated
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 Subordinated
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Senior Subordinated Note
Indenture, the Subordinated Subsidiary Guarantees or the Senior Subordinated
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Senior Subordinated Notes voting as a single
class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Senior Subordinated Notes). Without
the consent of at least 75% in principal amount of the Senior Subordinated
Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, such Senior Subordinated
Notes), no waiver or amendment to this Senior Subordinated Note Indenture may
make any change in the provisions of Article 10 hereof that adversely affects
the rights of any Holder of Senior Subordinated Notes. Section 2.08 hereof
shall determine which Senior Subordinated 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 Subordinated Note Indenture, and upon the filing with the
Senior Subordinated Note Trustee of evidence satisfactory to the Senior
Subordinated Note Trustee of the consent of the Holders of Senior Subordinated
Notes as aforesaid, and upon receipt by the Senior Subordinated Note Trustee
of the documents described in Section 7.02 hereof, the Senior Subordinated
Note Trustee shall join with the Company in the execution of such amended or
supplemental Senior Subordinated Note Indenture unless such amended or
supplemental Senior Subordinated Note Indenture directly affects the Senior
Subordinated Note Trustee's own rights, duties or immunities under this Senior
Subordinated Note Indenture or otherwise, in which case the Senior
Subordinated Note Trustee may in its discretion, but shall not be obligated
to, enter into such amended or supplemental Senior Subordinated Note
Indenture.

         It shall not be necessary for the consent of the Holders of Senior
Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Senior Subordinated Note Indenture or the Senior
Subordinated 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 Subordinated Notes held by a non-consenting Holder):

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

         (b) reduce the principal of or change the fixed maturity of any
Senior Subordinated Note or alter or waive any of the provisions with respect
to the redemption of the Senior Subordinated 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 Subordinated 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 Subordinated Notes (except a rescission of acceleration of the Senior
Subordinated Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Senior Subordinated Notes and a
waiver of the payment default that resulted from such acceleration);

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

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

         (g) waive a redemption payment with respect to any Senior
Subordinated 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 Subordinated Note Indenture, except
in accordance with the terms of this Senior Subordinated Note Indenture.

SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment or supplement to this Senior Subordinated Note
Indenture or the Senior Subordinated Notes shall be set forth in a amended or
supplemental Senior Subordinated 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 Subordinated Note is a continuing consent by the
Holder of a Senior Subordinated Note and every subsequent Holder of a Senior
Subordinated Note or portion of a Senior Subordinated Note that evidences the
same debt as the consenting Holder's Senior Subordinated Note, even if
notation of the consent is not made on any Senior Subordinated Note. However,
any such Holder of a Senior Subordinated Note or subsequent Holder of a Senior
Subordinated Note may revoke the consent as to its Senior Subordinated Note if
the Senior Subordinated 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 SUBORDINATED NOTES.

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

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

SECTION 9.06.     SENIOR SUBORDINATED NOTE TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Senior Subordinated Note Trustee shall sign any amended or
supplemental Senior Subordinated 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 Subordinated Note Trustee. The
Company may not sign an amendment or supplemental Senior Subordinated Note
Indenture until the Board of Directors approves it. In executing any amended
or supplemental Senior Subordinated Note Indenture, the Senior Subordinated
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
Subordinated Note Indenture is authorized or permitted by this Senior
Subordinated Note Indenture.

                                  ARTICLE 10
                                 SUBORDINATION

SECTION 10.01.    AGREEMENT TO SUBORDINATE.

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

SECTION 10.02.    LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

         (a) holders of Senior Debt shall be entitled to receive payment in
full in cash or Cash Equivalents of all Obligations due in respect of such
Senior Debt (including interest after the commencement of any such proceeding
at the rate specified in the agreement or instrument governing the applicable
Senior Debt, whether or not allowed or allowable as a claim in any such
proceeding) before Holders of the Senior Subordinated Notes shall be entitled
to receive any payment with respect to the Senior Subordinated Notes (except
that Holders may receive and retain (i) Permitted Junior Securities and (ii)
payments and other distributions made from any defeasance trust created
pursuant to Section 8.01 hereof); and

         (b) until all Obligations with respect to Senior Debt (as provided in
subsection (1) above) are paid in full in cash or Cash Equivalents, any
distribution to which Holders would be entitled but for this Article 10 shall
be made to holders of Senior Debt (except that Holders of Senior Subordinated
Notes may receive (i) Permitted Junior Securities and (ii) payments and other
distributions made from any defeasance trust created pursuant to Section 8.01
hereof), as their interests may appear.

         A distribution may consist of cash, securities or other property, by
set-off or otherwise.

SECTION 10.03.    DEFAULT ON DESIGNATED SENIOR DEBT.

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

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

         (b) any other default occurs and is continuing with respect to
Designated Senior Debt that permits holders of the Designated Senior Debt as
to which such default relates to accelerate its maturity (or that would permit
such holders to accelerate with the giving of notice or the passage of time or
both) and the Senior Subordinated Note Trustee receives a notice of the
default (a "PAYMENT BLOCKAGE NOTICE") from a Person who may give it pursuant
to Section 10.11 hereof. If the Senior Subordinated Note Trustee receives any
such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be
effective for purposes of this Section unless and until (i) 360 days shall
have elapsed since the effectiveness of the immediately prior Payment Blockage
Notice and (ii) all scheduled payments of principal, premium, if any, and
interest and Liquidated Damages, if any, on the Senior Subordinated Notes that
have come due have been paid in full in cash. No nonpayment default that
existed or was continuing on the date of delivery of any Payment Blockage
Notice to the Senior Subordinated Note Trustee shall be, or be made, the basis
for a subsequent Payment Blockage Notice unless such default shall have been
waived for a period of not less than 180 days.

         The Company may and shall resume payments on and distributions in
respect of the Senior Subordinated Notes and may acquire them upon the earlier
of:

                  (i) the date upon which the default is cured or waived, or

                  (ii) in the case of a default referred to in Section
         10.03(b) hereof, 179 days after the date on which the applicable
         Payment Blockage Notice is received, unless the maturity of any
         Designated Senior Debt has been accelerated, if this Article 10
         otherwise permits the payment, distribution or acquisition at the
         time of such payment or acquisition.

SECTION 10.04.    ACCELERATION OF SENIOR SUBORDINATED NOTES.

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

SECTION 10.05.    WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Senior Subordinated Note Trustee or any Holder
receives any payment of any Obligations with respect to the Senior
Subordinated Notes at a time when the Senior Subordinated Note Trustee or such
Holder, as applicable, has actual knowledge that such payment is prohibited by
Article 10 hereof, such payment shall be held by the Senior Subordinated Note
Trustee or such Holder, in trust for the benefit of, and shall be paid
forthwith over and delivered, upon written request, to, the holders of Senior
Debt as their interests may appear or their Representative under the Senior
Subordinated Note Indenture or other agreement (if any) pursuant to which
Senior Debt may have been issued, as their respective interests may appear,
for application to the payment of all Obligations with respect to Senior Debt
remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

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

SECTION 10.06.    NOTICE BY COMPANY.

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

SECTION 10.07.    SUBROGATION.

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

SECTION 10.08.    RELATIVE RIGHTS.

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

         (a) impair, as between the Company and Holders of Senior Subordinated
Notes, the obligation of the Company, which is absolute and unconditional, to
pay principal of and interest on the Senior Subordinated Notes in accordance
with their terms;

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

         (c) prevent the Senior Subordinated Note Trustee or any Holder of
Senior Subordinated Notes from exercising its available remedies upon a
Default or Event of Default, subject to (i) the rights of holders and owners
of Senior Debt to receive distributions and payments otherwise payable to
Holders of Senior Subordinated Notes and (ii) the notice provisions of Section
6.02 hereof.

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

SECTION 10.09.    SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

SECTION 10.10.    DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

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

SECTION 10.11.    RIGHTS OF SENIOR SUBORDINATED NOTE TRUSTEE AND PAYING AGENT.

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

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

SECTION 10.12.    AUTHORIZATION TO EFFECT SUBORDINATION.

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

SECTION 10.13.    AMENDMENTS.

         The provisions of this Article 10 shall not be amended or modified in
a manner that is adverse to the holders of all Senior Debt without the written
consent of the holders of all Senior Debt.

                                  ARTICLE 11
                      SUBORDINATED SUBSIDIARY GUARANTEES

SECTION 11.01.    GUARANTEE.

         Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Senior
Subordinated Note authenticated and delivered by the Senior Subordinated Note
Trustee and to the Senior Subordinated Note Trustee and its successors and
assigns, irrespective of the validity and enforceability of this Senior
Subordinated Note Indenture, the Senior Subordinated Notes or the obligations
of the Company hereunder or thereunder, that: (a) the principal of and
interest on the Senior Subordinated 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 Subordinated
Notes, if any, if lawful, and all other obligations of the Company to the
Holders or the Senior Subordinated 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 Subordinated 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 Subordinated Notes or this Senior Subordinated Note Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Senior Subordinated 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 Subordinated Notes and this Senior Subordinated Note Indenture.

         If any Holder or the Senior Subordinated Note Trustee is required by
any court or otherwise to return to the Company, the Guarantors or any
custodian, Senior Subordinated 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 Subordinated 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 Subordinated 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 11.02.    SUBORDINATION OF SUBORDINATED SUBSIDIARY GUARANTEE

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

SECTION 11.03.    LIMITATION ON GUARANTOR LIABILITY.

         Each Guarantor, and by its acceptance of Senior Subordinated 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 Subordinated Note Trustee, the
Holders and the Guarantors hereby irrevocably agree that the obligations of
such Guarantor under its Senior Subsidiary Guarantee and this Article 11 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 11, result in the obligations of such Guarantor under its Senior
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 11.04.    EXECUTION AND DELIVERY OF SENIOR SUBSIDIARY GUARANTEE.

         To evidence its Senior Subsidiary Guarantee set forth in Section
11.01, 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 Subordinated Note authenticated
and delivered by the Senior Subordinated Note Trustee and that this Senior
Subordinated 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 11.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Senior Subordinated Note a notation of such
Senior Subsidiary Guarantee.

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

         The delivery of any Senior Subordinated Note by the Senior
Subordinated Note Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Senior Subsidiary Guarantee set forth in this
Senior Subordinated 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 Subordinated Note
Indenture, if required by Section 4.16 hereof, the Company shall cause such
Subsidiaries to execute supplemental Senior Subordinated Note Indentures to
this Senior Subordinated Note Indenture and Subordinated Subsidiary Guarantees
in accordance with Section 4.16 hereof and this Article 11, to the extent
applicable.

SECTION 11.05.    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 11.04 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 Subordinated Note Indenture in form and
substance reasonably satisfactory to the Senior Subordinated Note Trustee,
under the Senior Subordinated Notes, this Senior Subordinated Note Indenture,
the Subordinated 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
Subordinated Note Indenture, executed and delivered to the Senior Subordinated
Note Trustee and satisfactory in form to the Senior Subordinated Note Trustee,
of the Senior Subsidiary Guarantee endorsed upon the Senior Subordinated Notes
and the due and punctual performance of all of the covenants and conditions of
this Senior Subordinated 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 Subordinated
Subsidiary Guarantees to be endorsed upon all of the Senior Subordinated Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Senior Subordinated Note Trustee. All the Subordinated
Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Senior Subordinated Note Indenture as the Subordinated
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Senior Subordinated Note Indenture as though all of such
Subordinated 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 Subordinated Note
Indenture or in any of the Senior Subordinated Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

SECTION 11.06.    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 Subordinated 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 Subordinated Note
Indenture, including without limitation Section 4.10 hereof. Upon delivery by
the Company to the Senior Subordinated 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 Subordinated Note Indenture, including without
limitation Section 4.10 hereof, the Senior Subordinated 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 Subordinated Notes and for the other obligations of
any Guarantor under this Senior Subordinated Note Indenture as provided in
this Article 11.

                                  ARTICLE 12
                                 MISCELLANEOUS

SECTION 12.01.    TRUST INDENTURE ACT CONTROLS.

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

SECTION 12.02.    NOTICES.

         Any notice or communication by the Company, any Guarantor or the
Senior Subordinated 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 (Illinois)
                            333 West Wacker Drive, Suite 2100
                            Chicago, Illinois 60606
                            Telecopier No.: (312) 407-0411
                            Attention: Brian W. Duwe

                            If to the Senior Subordinated 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 Subordinated 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 Subordinated Note Trustee and each Agent at the same
time.

SECTION 12.03.    COMMUNICATION BY HOLDERS OF SENIOR SUBORDINATED NOTES
                  WITH OTHER HOLDERS OF SENIOR SUBORDINATED NOTES.

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

SECTION 12.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

         (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Senior Subordinated Note Trustee (which shall include the
statements set forth in Section 12.05 hereof) stating that, in the opinion of
the signers, all conditions precedent and covenants, if any, provided for in
this Senior Subordinated Note Indenture relating to the proposed action have
been satisfied; and

         (b) except with respect to the initial issuance of the Senior
Subordinated Notes, an Opinion of Counsel in form and substance reasonably
satisfactory to the Senior Subordinated Note Trustee (which shall include the
statements set forth in Section 12.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.05.    STATEMENTS REQUIRED IN CERTIFICATE.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Senior Subordinated 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 12.06.    RULES BY SENIOR SUBORDINATED NOTE TRUSTEE AND AGENTS.

         The Senior Subordinated 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 12.07.    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 Subordinated Notes, the Subordinated Subsidiary Guarantees, this Senior
Subordinated 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 Subordinated Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Senior
Subordinated Notes.

SECTION 12.08.    GOVERNING LAW.

         THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SENIOR SUBORDINATED NOTE INDENTURE, THE SENIOR SUBORDINATED
NOTES AND THE SUBORDINATED 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 12.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 12.10.    SUCCESSORS.

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

SECTION 12.11.    SEVERABILITY.

         In case any provision in this Senior Subordinated Note Indenture or
in the Senior Subordinated 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 12.12.    COUNTERPART ORIGINALS.

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

SECTION 12.13.    TABLE OF CONTENTS, HEADINGS, ETC.

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

                         [Signatures on following page]
<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

                           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 Subordinated Note Trustee


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


<PAGE>

                                   EXHIBIT A-1

                       (FACE OF SENIOR SUBORDINATED NOTE)

                                   .........

       [INSERT THE GLOBAL SENIOR SUBORDINATED NOTE LEGEND, IF APPLICABLE
    PURSUANT TO THE PROVISIONS OF THE SENIOR SUBORDINATED NOTE INDENTURE]

      [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE
            PROVISIONS OF THE SENIOR SUBORDINATED NOTE INDENTURE]

                                                                   CUSIP/CINS
         8 1/4% [SERIES A] [SERIES B] SENIOR SUBORDINATED NOTES DUE 2008

   No. ________________                                     $_______________

                                BALL CORPORATION

    promises to pay to ____________ or registered assigns, the principal sum
            of ________________________ Dollars on August 1, 2008.

                 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 Subordinated Notes
referred to in the within-
mentioned Senior Subordinated
Note Indenture:

Dated:  August 10, 1998

                             THE BANK OF NEW YORK,
as Senior Subordinated Note Trustee


By:_______________________
Name:
Title:


                       (Back of Senior Subordinated Note)

          __% [Series A] [Series B] Senior Subordinated Notes due 2008

Capitalized terms used herein shall have the meanings assigned to them in the
Senior Subordinated 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
         Subordinated Note at 81/4% per annum from August 10, 1998 until
         maturity and shall pay the Liquidated Damages payable pursuant to
         Section 5 of the Subordinated 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 Subordinated
         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 Subordinated 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 Subordinated
         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
         Subordinated Notes (except defaulted interest) and Liquidated Damages
         to the Persons who are registered Holders of Senior Subordinated
         Notes at the close of business on the January 15 or July 15 next
         preceding the Interest Payment Date, even if such Senior Subordinated
         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 Subordinated Note Indenture with respect to defaulted
         interest. Principal, premium, if any, and interest and Liquidated
         Damages on the Senior Subordinated 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 Subordinated Note Trustee under the Senior Subordinated 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 SUBORDINATED NOTE INDENTURE. The Company issued the Senior
         Subordinated Notes under a Senior Subordinated Note Indenture dated
         as of August 10, 1998 ("SENIOR SUBORDINATED NOTE INDENTURE") between
         the Company and the Senior Subordinated Note Trustee. The terms of
         the Senior Subordinated Notes include those stated in the Senior
         Subordinated Note Indenture and those made part of the Senior
         Subordinated Note Indenture by reference to the Trust Indenture Act
         of 1939, as amended (15 U.S. Codess.ss.77aaa-77bbbb). The Senior
         Subordinated Notes are subject to all such terms, and Holders are
         referred to the Senior Subordinated Note Indenture and such Act for a
         statement of such terms. To the extent any provision of this Senior
         Subordinated Note conflicts with the express provisions of the Senior
         Subordinated Note Indenture, the provisions of the Senior
         Subordinated Note Indenture shall govern and be controlling. The
         Senior Subordinated Notes are obligations of the Company limited to
         $250.0 million in aggregate principal amount.

5.       OPTIONAL REDEMPTION

         (a)      The Senior Subordinated Notes will not be subject to
                  redemption at the option of the Company prior to August 1,
                  2003. Thereafter, the Senior Subordinated Notes will be
                  subject to redemption at any time at the option of the
                  Company, in whole or in part, upon not less than 30 nor more
                  than 60 days' notice, at the redemption prices (expressed as
                  percentages of principal amount) set forth below plus
                  accrued and unpaid interest and Liquidated Damages thereon,
                  if any, to the applicable redemption date, if redeemed
                  during the twelve-month period beginning on August 1 of the
                  years indicated below:

                  YEAR                                    PERCENTAGE

                  2003                                           104.125%
                  2004                                           102.750%
                  2005                                           101.375%
                  2006 and thereafter                            100.000%

         (b)      Notwithstanding the provisions of clause (a) of this
                  Paragraph 5, during the first 36 months after August 5,
                  1998, the Company may on any one or more occasions redeem up
                  to 35% of the aggregate principal amount of Senior
                  Subordinated Notes issued under the Senior Subordinated Note
                  Indenture at a redemption price of 108.250% of the principal
                  amount thereof, plus in such case accrued and unpaid
                  interest and Liquidated Damages thereon, if any, to the
                  redemption date, with the net cash proceeds of any Public
                  Equity Offering; provided that at least 65% of the aggregate
                  principal amount of Senior Subordinated Notes issued remain
                  outstanding immediately after the occurrence of such
                  redemption (excluding Senior Subordinated Notes held by the
                  Company and its Subsidiaries); and provided, further, that
                  such redemption shall occur within 90 days of the date of
                  the closing of such Public Equity Offering.

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

6.       MANDATORY REDEMPTION. Except as set forth in Sections 3.09, 4.10 and
         4.15 of the Senior Subordinated Note Indenture, the Company shall not
         be required to make mandatory redemption payments with respect to the
         Senior Subordinated 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 Subordinated 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
                  Subordinated 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 Subordinated Notes (a "SENIOR
                  SUBORDINATED ASSET SALE OFFER") pursuant to Section 3.09 of
                  the Senior Subordinated Note Indenture to purchase the
                  maximum principal amount of Senior Subordinated 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 Subordinated Note Indenture. To the
                  extent that the aggregate amount of Senior Subordinated
                  Notes tendered pursuant to a Senior Subordinated 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 Subordinated Note Indenture. If the
                  aggregate principal amount of Senior Subordinated Notes
                  surrendered by Holders thereof exceeds the amount of Excess
                  Proceeds, the Senior Subordinated Note Trustee shall select
                  the Senior Subordinated Notes to be purchased on a pro rata
                  basis. Holders of Senior Subordinated Notes that are the
                  subject of an offer to purchase will receive a Senior
                  Subordinated Asset Sale Offer from the Company prior to any
                  related purchase date and may elect to have such Senior
                  Subordinated Notes purchased by completing the form entitled
                  "Option of Holder to Elect Purchase" on the reverse of the
                  Senior Subordinated 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 Subordinated Notes are to be redeemed at its
         registered address. Senior Subordinated 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 Subordinated Notes held by a Holder
         are to be redeemed. On and after the redemption date interest ceases
         to accrue on Senior Subordinated Notes or portions thereof called for
         redemption.

9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Senior Subordinated Notes are
         in registered form without coupons in denominations of $1,000 and
         integral multiples of $1,000. The transfer of Senior Subordinated
         Notes may be registered and Senior Subordinated Notes may be
         exchanged as provided in the Senior Subordinated Note Indenture. The
         Registrar and the Senior Subordinated 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
         Subordinated Note Indenture. The Company need not exchange or
         register the transfer of any Senior Subordinated Note or portion of a
         Senior Subordinated Note selected for redemption, except for the
         unredeemed portion of any Senior Subordinated Note being redeemed in
         part. Also, the Company need not exchange or register the transfer of
         any Senior Subordinated Notes for a period of 15 days before a
         selection of Senior Subordinated 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 Subordinated
         Note may be treated as its owner for all purposes.

11.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
         Senior Subordinated Note Indenture, the Subordinated Subsidiary
         Guarantees or the Senior Subordinated 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 Subordinated Notes
         voting as a single class, and any existing default or compliance with
         any provision of the Senior Subordinated Note Indenture, the
         Subordinated Subsidiary Guarantees or the Senior Subordinated Notes
         may be waived with the consent of the Holders of a majority in
         principal amount of the then outstanding Senior Subordinated Notes
         voting as a single class. Without the consent of any Holder of a
         Senior Subordinated Note, the Senior Subordinated Note Indenture, the
         Subordinated Subsidiary Guarantees or the Senior Subordinated Notes
         may be amended or supplemented to cure any ambiguity, defect or
         inconsistency, to provide for uncertificated Senior Subordinated
         Notes in addition to or in place of certificated Senior Subordinated
         Notes, to provide for the assumption of the Company's or Guarantor's
         obligations to Holders of the Senior Subordinated 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
         Subordinated Notes or that does not adversely affect the legal rights
         under the Senior Subordinated 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 Subordinated Note Indenture
         under the Trust Indenture Act or to allow any Guarantor to execute a
         supplemental Senior Subordinated Note Indenture to the Senior
         Subordinated Note Indenture and/or a Senior Subsidiary Guarantee with
         respect to the Senior Subordinated Notes. Without the consent of at
         least 75% in principal amount of the Senior Subordinated Notes then
         outstanding (including consents obtained in connection with a tender
         offer or exchange offer for, or purchase of, such Senior Subordinated
         Notes), no waiver or amendment to this Senior Subordinated Note
         Indenture may make any change in the provisions of Article 10 of the
         Senior Subordinated Note Indenture that adversely affects the rights
         of any Holder of Senior Subordinated 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 Subordinated
         Notes and such default continues for a period of 30 days (whether or
         not prohibited by the subordination provisions of Article 10 of the
         Senior Subordinated Note Indenture); (ii) the Company defaults in the
         payment when due of principal of or premium, if any, on the Senior
         Subordinated Notes when the same becomes due and payable at maturity,
         upon redemption (including in connection with an offer to purchase)
         or otherwise (whether or not prohibited by the subordination
         provisions of Article 10 of the Senior Subordinated Note Indenture);
         (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 Subordinated Note Trustee with
         any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the
         Senior Subordinated 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
         Subordinated Note Indenture or the Senior Subordinated Notes for 60
         days after notice to the Company by the Senior Subordinated 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 Subordinated 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
         Subordinated 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
         Subordinated Note Trustee or the Holders of at least 25% in principal
         amount of the then outstanding Senior Subordinated Notes may declare
         all the Senior Subordinated 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 Subordinated Notes will become due and payable
         without further action or notice. Holders may not enforce the Senior
         Subordinated Note Indenture or the Senior Subordinated Notes except as
         provided in the Senior Subordinated Note Indenture. Subject to certain
         limitations, Holders of a majority in principal amount of the then
         outstanding Senior Subordinated Notes may direct the Senior
         Subordinated Note Trustee in its exercise of any trust or power. The
         Senior Subordinated Note Trustee may withhold from Holders of the
         Senior Subordinated 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 Subordinated Notes then outstanding by notice to
         the Senior Subordinated Note Trustee may on behalf of the Holders of
         all of the Senior Subordinated Notes waive any existing Default or
         Event of Default and its consequences under the Senior Subordinated
         Note Indenture except a continuing Default or Event of Default in the
         payment of interest on, or the principal of, the Senior Subordinated
         Notes. The Company is required to deliver to the Senior Subordinated
         Note Trustee annually a statement regarding compliance with the Senior
         Subordinated Note Indenture, and the Company is required upon becoming
         aware of any Default or Event of Default, to deliver to the Senior
         Subordinated Note Trustee a statement specifying such Default or Event
         of Default.

13.      SENIOR SUBORDINATED NOTE TRUSTEE DEALINGS WITH COMPANY. The Senior
         Subordinated 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 Subordinated 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 Subordinated Notes, the
         Subordinated Subsidiary Guarantees or the Senior Subordinated 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
         Subordinated Note waives and releases all such liability. The waiver
         and release are part of the consideration for the issuance of the
         Senior Subordinated Notes.

15.      AUTHENTICATION. This Senior Subordinated Note shall not be valid until
         authenticated by the manual signature of the Senior Subordinated 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 SUBORDINATED
         NOTES AND RESTRICTED DEFINITIVE SENIOR SUBORDINATED NOTES. In
         addition to the rights provided to Holders of Senior Subordinated
         Notes under the Senior Subordinated Note Indenture, Holders of
         Restricted Global Senior Subordinated Notes and Restricted Definitive
         Senior Subordinated Notes shall have all the rights set forth in the
         Subordinated Registration Rights Agreement dated as of August 10,
         1998, between the Company and the parties named on the signature
         pages thereof (the "SUBORDINATED 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 Subordinated
         Notes and the Senior Subordinated 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 Subordinated 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 Subordinated Note Indenture
         and/or the Subordinated 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

<PAGE>

                                 ASSIGNMENT FORM

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

<PAGE>

                       Option of Holder to Elect Purchase


If you want to elect to have this Senior Subordinated Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Senior Subordinated Note
Indenture, check the box below:

                     [  ] Section 4.10      [  ] Section 4.15


If you want to elect to have only part of the Senior Subordinated Note
purchased by the Company pursuant to Section 4.10 or Section 4.15 of the
Senior Subordinated 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 Subordinated 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.

<PAGE>

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

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

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

(1)  This should be included only if the Senior Subordinated Note is issued in global form.
</TABLE>
<PAGE>


                                   EXHIBIT A-2

        (Face of Regulation S Temporary Global Senior Subordinated Note)


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

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR SUBORDINATED
NOTES IN DEFINITIVE FORM, THIS SENIOR SUBORDINATED 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.
<PAGE>

                                                                  CUSIP/CINS

               8 1/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2008



No._____                                                          $__________


                                BALL CORPORATION



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

              ________________________ Dollars on August 1, 2008.

                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 Subordinated Notes referred to in the
within-mentioned Senior Subordinated Note Indenture:

Dated: August 10, 1998


                             THE BANK OF NEW YORK,
as Senior Subordinated Note Trustee


By:___________________________
     Name:
     Title:

<PAGE>

        (Back of Regulation S Temporary Global Senior Subordinated Note)
               8 1/4% Series A Senior Subordinated Notes due 2008

Capitalized terms used herein shall have the meanings assigned to them in the
Senior Subordinated 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
         Subordinated Note at 81/4% per annum from August 10, 1998 until
         maturity and shall pay the Liquidated Damages payable pursuant to
         Section 5 of the Subordinated 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 Subordinated
         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 Subordinated 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 Subordinated
         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 Subordinated Note is
         exchanged for one or more Regulation S Permanent Global Senior
         Subordinated 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 Subordinated Note shall in all
         other respects be entitled to the same benefits as other Senior
         Subordinated Notes under the Senior Subordinated Note Indenture.

2.       METHOD OF PAYMENT. The Company will pay interest on the Senior
         Subordinated Notes (except defaulted interest) and Liquidated Damages
         to the Persons who are registered Holders of Senior Subordinated
         Notes at the close of business on the January 15 or July 15 next
         preceding the Interest Payment Date, even if such Senior Subordinated
         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 Subordinated Note Indenture with respect to defaulted
         interest. Principal, premium, if any, and interest and Liquidated
         Damages on the Senior Subordinated 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
         Subordinated Note Trustee under the Senior Subordinated 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 SUBORDINATED NOTE INDENTURE. The Company issued the Senior
         Subordinated Notes under an Senior Subordinated Note Indenture dated
         as of August 10, 1998 ("SENIOR SUBORDINATED NOTE INDENTURE") between
         the Company and the Senior Subordinated Note Trustee. The terms of
         the Senior Subordinated Notes include those stated in the Senior
         Subordinated Note Indenture and those made part of the Senior
         Subordinated Note Indenture by reference to the Trust Indenture Act
         of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Senior
         Subordinated Notes are subject to all such terms, and Holders are
         referred to the Senior Subordinated Note Indenture and such Act for a
         statement of such terms. To the extent any provision of this Senior
         Subordinated Note conflicts with the express provisions of the Senior
         Subordinated Note Indenture, the provisions of the Senior
         Subordinated Note Indenture shall govern and be controlling. The
         Senior Subordinated Notes are obligations of the Company limited to
         $250.0 million in aggregate principal amount.

5.       OPTIONAL REDEMPTION

         (a)      The Senior Subordinated Notes will not be subject to
                  redemption at the option of the Company prior to August 1,
                  2003. Thereafter, the Senior Subordinated Notes will be
                  subject to redemption at any time at the option of the
                  Company, in whole or in part, upon not less than 30 nor more
                  than 60 days' notice, at the redemption prices (expressed as
                  percentages of principal amount) set forth below plus
                  accrued and unpaid interest and Liquidated Damages thereon,
                  if any, to the applicable redemption date, if redeemed
                  during the twelve-month period beginning on August 1 of the
                  years indicated below:


                  YEAR                                 PERCENTAGE

                  2003                                 104.125%
                  2004                                 102.750%
                  2005                                 101.375%
                  2006 and thereafter                  100.000%

         (b)      Notwithstanding the provisions of clause (a) of this
                  Paragraph 5, during the first 36 months after August 5,
                  1998, the Company may on any one or more occasions redeem up
                  to 35% of the aggregate principal amount of Senior
                  Subordinated Notes issued under the Senior Subordinated Note
                  Indenture at a redemption price of 108.250% of the principal
                  amount thereof, plus in such case accrued and unpaid
                  interest and Liquidated Damages thereon, if any, to the
                  redemption date, with the net cash proceeds of any Public
                  Equity Offering; provided that at least 65% of the aggregate
                  principal amount of Senior Subordinated Notes issued remain
                  outstanding immediately after the occurrence of such
                  redemption (excluding Senior Subordinated Notes held by the
                  Company and its Subsidiaries); and provided, further, that
                  such redemption shall occur within 90 days of the date of
                  the closing of such Public Equity Offering.

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

6.       MANDATORY REDEMPTION. Except as set forth in Sections 3.09, 4.10 and
         4.15 of the Senior Subordinated Note Indenture, the Company shall not
         be required to make mandatory redemption payments with respect to the
         Senior Subordinated 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 Subordinated 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
                  Subordinated 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 Subordinated Notes (a "SENIOR
                  SUBORDINATED ASSET SALE OFFER") pursuant to Section 3.09 of
                  the Senior Subordinated Note Indenture to purchase the
                  maximum principal amount of Senior Subordinated 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 Subordinated Note Indenture. To the
                  extent that the aggregate amount of Senior Subordinated
                  Notes tendered pursuant to a Senior Subordinated 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 Subordinated Note Indenture. If the
                  aggregate principal amount of Senior Subordinated Notes
                  surrendered by Holders thereof exceeds the amount of Excess
                  Proceeds, the Senior Subordinated Note Trustee shall select
                  the Senior Subordinated Notes to be purchased on a pro rata
                  basis. Holders of Senior Subordinated Notes that are the
                  subject of an offer to purchase will receive a Senior
                  Subordinated Asset Sale Offer from the Company prior to any
                  related purchase date and may elect to have such Senior
                  Subordinated Notes purchased by completing the form entitled
                  "Option of Holder to Elect Purchase" on the reverse of the
                  Senior Subordinated 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 Subordinated Notes are to be redeemed at its
         registered address. Senior Subordinated 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 Subordinated Notes held by a Holder
         are to be redeemed. On and after the redemption date interest ceases
         to accrue on Senior Subordinated Notes or portions thereof called for
         redemption.

9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Senior Subordinated Notes are
         in registered form without coupons in denominations of $1,000 and
         integral multiples of $1,000. The transfer of Senior Subordinated
         Notes may be registered and Senior Subordinated Notes may be
         exchanged as provided in the Senior Subordinated Note Indenture. The
         Registrar and the Senior Subordinated 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
         Subordinated Note Indenture. The Company need not exchange or
         register the transfer of any Senior Subordinated Note or portion of a
         Senior Subordinated Note selected for redemption, except for the
         unredeemed portion of any Senior Subordinated Note being redeemed in
         part. Also, the Company need not exchange or register the transfer of
         any Senior Subordinated Notes for a period of 15 days before a
         selection of Senior Subordinated Notes to be redeemed or during the
         period between a record date and the corresponding Interest Payment
         Date.

         This Regulation S Temporary Global Senior Subordinated Note is
         exchangeable in whole or in part for one or more Global Senior
         Subordinated 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 Subordinated Note
         Indenture. Upon exchange of this Regulation S Temporary Global Senior
         Subordinated Note for one or more Global Senior Subordinated Notes,
         the Senior Subordinated Note Trustee shall cancel this Regulation S
         Temporary Global Senior Subordinated Note.

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

11.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
         Senior Subordinated Note Indenture, the Subordinated Subsidiary
         Guarantees or the Senior Subordinated 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 Subordinated Notes
         voting as a single class, and any existing default or compliance with
         any provision of the Senior Subordinated Note Indenture, the
         Subordinated Subsidiary Guarantees or the Senior Subordinated Notes
         may be waived with the consent of the Holders of a majority in
         principal amount of the then outstanding Senior Subordinated Notes
         voting as a single class. Without the consent of any Holder of a
         Senior Subordinated Note, the Senior Subordinated Note Indenture, the
         Subordinated Subsidiary Guarantees or the Senior Subordinated Notes
         may be amended or supplemented to cure any ambiguity, defect or
         inconsistency, to provide for uncertificated Senior Subordinated
         Notes in addition to or in place of certificated Senior Subordinated
         Notes, to provide for the assumption of the Company's or Guarantor's
         obligations to Holders of the Senior Subordinated 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
         Subordinated Notes or that does not adversely affect the legal rights
         under the Senior Subordinated 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 Subordinated Note Indenture
         under the Trust Indenture Act or to allow any Guarantor to execute a
         supplemental Senior Subordinated Note Indenture to the Senior
         Subordinated Note Indenture and/or a Senior Subsidiary Guarantee with
         respect to the Senior Subordinated Notes. Without the consent of at
         least 75% in principal amount of the Senior Subordinated Notes then
         outstanding (including consents obtained in connection with a tender
         offer or exchange offer for, or purchase of, such Senior Subordinated
         Notes), no waiver or amendment to this Senior Subordinated Note
         Indenture may make any change in the provisions of Article 10 of the
         Senior Subordinated Note Indenture that adversely affects the rights
         of any Holder of Senior Subordinated 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 Subordinated
         Notes and such default continues for a period of 30 days (whether or
         not prohibited by the subordination provisions of Article 10 of the
         Senior Subordinated Note Indenture); (ii) the Company defaults in the
         payment when due of principal of or premium, if any, on the Senior
         Subordinated Notes when the same becomes due and payable at maturity,
         upon redemption (including in connection with an offer to purchase)
         or otherwise (whether or not prohibited by the subordination
         provisions of Article 10 of the Senior Subordinated Note Indenture);
         (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 Subordinated Note Trustee with
         any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the
         Senior Subordinated 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
         Subordinated Note Indenture or the Senior Subordinated Notes for 60
         days after notice to the Company by the Senior Subordinated 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 Subordinated 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
         Subordinated 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
         Subordinated Note Trustee or the Holders of at least 25% in principal
         amount of the then outstanding Senior Subordinated Notes may declare
         all the Senior Subordinated 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 Subordinated Notes will become due and payable
         without further action or notice. Holders may not enforce the Senior
         Subordinated Note Indenture or the Senior Subordinated Notes except as
         provided in the Senior Subordinated Note Indenture. Subject to certain
         limitations, Holders of a majority in principal amount of the then
         outstanding Senior Subordinated Notes may direct the Senior
         Subordinated Note Trustee in its exercise of any trust or power. The
         Senior Subordinated Note Trustee may withhold from Holders of the
         Senior Subordinated 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 Subordinated Notes then outstanding by notice to
         the Senior Subordinated Note Trustee may on behalf of the Holders of
         all of the Senior Subordinated Notes waive any existing Default or
         Event of Default and its consequences under the Senior Subordinated
         Note Indenture except a continuing Default or Event of Default in the
         payment of interest on, or the principal of, the Senior Subordinated
         Notes. The Company is required to deliver to the Senior Subordinated
         Note Trustee annually a statement regarding compliance with the Senior
         Subordinated Note Indenture, and the Company is required upon becoming
         aware of any Default or Event of Default, to deliver to the Senior
         Subordinated Note Trustee a statement specifying such Default or Event
         of Default.

13.      SENIOR SUBORDINATED NOTE TRUSTEE DEALINGS WITH COMPANY. The Senior
         Subordinated 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 Subordinated 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 Subordinated Notes, the
         Subordinated Subsidiary Guarantees or the Senior Subordinated 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
         Subordinated Note waives and releases all such liability. The waiver
         and release are part of the consideration for the issuance of the
         Senior Subordinated Notes.

15.      AUTHENTICATION. This Senior Subordinated Note shall not be valid
         until authenticated by the manual signature of the Senior
         Subordinated 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 SUBORDINATED
         NOTES AND RESTRICTED DEFINITIVE SENIOR SUBORDINATED NOTES. In
         addition to the rights provided to Holders of Senior Subordinated
         Notes under the Senior Subordinated Note Indenture, Holders of
         Restricted Global Senior Subordinated Notes and Restricted Definitive
         Senior Subordinated Notes shall have all the rights set forth in the
         Subordinated Registration Rights Agreement dated as of August 10,
         1998, between the Company and the parties named on the signature
         pages thereof (the "SUBORDINATED 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 Subordinated
         Notes and the Senior Subordinated 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 Subordinated 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 Subordinated Note Indenture
         and/or the Subordinated 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

<PAGE>

                                 ASSIGNMENT FORM

To assign this Senior Subordinated Note, fill in the form below: (I) or (we)
assign and transfer this Senior Subordinated 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 Subordinated 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 Subordinated 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.
<PAGE>

                       Option of Holder to Elect Purchase


If you want to elect to have this Senior Subordinated Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Senior Subordinated Note
Indenture, check the box below:

            [   ] Section 4.10                  [  ] Section 4.15


If you want to elect to have only part of the Senior Subordinated Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 of the Senior
Subordinated 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 Subordinated 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.

<PAGE>

                      SCHEDULE OF EXCHANGES OF INTERESTS IN
           THE REGULATION S TEMPORARY GLOBAL SENIOR SUBORDINATED NOTE

The following exchanges of a part of this Regulation S Temporary Global Senior
Subordinated Note for an interest in another Global Senior Subordinated Note, or
of other Restricted Global Senior Subordinated Note for an interest in this
Regulation S Temporary Global Senior Subordinated Note, have been made:


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER



Ball Corporation
Colorado Office Center
9300 West 108th Circle
Broomfield, CO 80021-3682


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


          Re:  8 1/4% Senior Subordinated Notes due 2008 (CUSIP         )
               ----------------------------------------------------------

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

____________________, (the "TRANSFEROR") owns and proposes to transfer the
Senior Subordinated Note[s] or interest in such Senior Subordinated Note[s]
specified in Annex A hereto, in the principal amount of $_____________ in such
Senior Subordinated 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 SUBORDINATED NOTE OR A DEFINITIVE SENIOR
         SUBORDINATED 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 Subordinated Note is
         being transferred to a Person that the Transferor reasonably believed
         and believes is purchasing the beneficial interest or Definitive
         Senior Subordinated 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 Subordinated Note Indenture,
         the transferred beneficial interest or Definitive Senior Subordinated
         Note will be subject to the restrictions on transfer enumerated in
         the Private Placement Legend printed on the 144A Global Senior
         Subordinated Note and/or the Definitive Senior Subordinated Note and
         in the Senior Subordinated Note Indenture and the Securities Act.

2.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
         IN THE TEMPORARY REGULATION S GLOBAL SENIOR SUBORDINATED NOTE, THE
         REGULATION S GLOBAL SENIOR SUBORDINATED NOTE OR A DEFINITIVE SENIOR
         SUBORDINATED 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 Subordinated Note Indenture, the
         transferred beneficial interest or Definitive Senior Subordinated
         Note will be subject to the restrictions on Transfer enumerated in
         the Private Placement Legend printed on the Regulation S Global
         Senior Subordinated Note, the Temporary Regulation S Global Senior
         Subordinated Note and/or the Definitive Senior Subordinated Note and
         in the Senior Subordinated Note Indenture and the Securities Act.

3.       [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
         BENEFICIAL INTEREST IN THE IAI GLOBAL SENIOR SUBORDINATED NOTE OR A
         DEFINITIVE SENIOR SUBORDINATED 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
         Subordinated Notes and Restricted Definitive Senior Subordinated
         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 Subordinated Note or Restricted
                  Definitive Senior Subordinated 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 Subordinated Note Indenture and (2)
                  if such Transfer is in respect of a principal amount of
                  Senior Subordinated 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 Subordinated Note Indenture, the
                  transferred beneficial interest or Definitive Senior
                  Subordinated Note will be subject to the restrictions on
                  transfer enumerated in the Private Placement Legend printed
                  on the IAI Global Senior Subordinated Note and/or the
                  Definitive Senior Subordinated Notes and in the Senior
                  Subordinated Note Indenture and the Securities Act.

4.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
         IN AN UNRESTRICTED GLOBAL SENIOR SUBORDINATED NOTE OR OF AN
         UNRESTRICTED DEFINITIVE SENIOR SUBORDINATED 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
                  Subordinated 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
                  Subordinated 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 Subordinated Note
                  Indenture, the transferred beneficial interest or Definitive
                  Senior Subordinated Note will no longer be subject to the
                  restrictions on transfer enumerated in the Private Placement
                  Legend printed on the Restricted Global Senior Subordinated
                  Notes, on Restricted Definitive Senior Subordinated Notes
                  and in the Senior Subordinated 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 Subordinated 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
                  Subordinated 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 Subordinated Note
                  Indenture, the transferred beneficial interest or Definitive
                  Senior Subordinated Note will no longer be subject to the
                  restrictions on transfer enumerated in the Private Placement
                  Legend printed on the Restricted Global Senior Subordinated
                  Notes, on Restricted Definitive Senior Subordinated Notes
                  and in the Senior Subordinated 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 Subordinated 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 Subordinated 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
                  Subordinated Note Indenture, the transferred beneficial
                  interest or Definitive Senior Subordinated Note will not be
                  subject to the restrictions on transfer enumerated in the
                  Private Placement Legend printed on the Restricted Global
                  Senior Subordinated Notes or Restricted Definitive Senior
                  Subordinated Notes and in the Senior Subordinated 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:_________________, ____




<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

         (a)      [ ] a beneficial interest in the:

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

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

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

         (b)      [ ] a Restricted Definitive Senior Subordinated Note.

2.       After the Transfer the Transferee will hold:

                                  [CHECK ONE]

         (a)      [ ] beneficial interest in the:

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

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

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

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

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

         (c)      [ ] an Unrestricted Definitive Senior Subordinated Note,

in accordance with the terms of the Senior Subordinated Note Indenture.

<PAGE>

                                    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:  8 1/4% Senior Subordinated Notes due 2008 (CUSIP __________)


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

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

1. EXCHANGE OF RESTRICTED DEFINITIVE SENIOR SUBORDINATED NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL SENIOR SUBORDINATED NOTE FOR UNRESTRICTED
DEFINITIVE SENIOR SUBORDINATED NOTES OR BENEFICIAL INTERESTS IN AN
UNRESTRICTED GLOBAL SENIOR SUBORDINATED NOTE

(a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL
SENIOR SUBORDINATED NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
SENIOR SUBORDINATED NOTE. In connection with the Exchange of the Owner's
beneficial interest in a Restricted Global Senior Subordinated Note for a
beneficial interest in an Unrestricted Global Senior Subordinated 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 Subordinated 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
Subordinated 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 Subordinated 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 SUBORDINATED NOTE TO UNRESTRICTED DEFINITIVE SENIOR SUBORDINATED NOTE.
In connection with the Exchange of the Owner's beneficial interest in a
Restricted Global Senior Subordinated Note for an Unrestricted Definitive
Senior Subordinated Note, the Owner hereby certifies (i) the Definitive Senior
Subordinated 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 Subordinated Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Senior Subordinated Note Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Senior Subordinated 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 SUBORDINATED
NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SENIOR SUBORDINATED
NOTE. In connection with the Owner's Exchange of a Restricted Definitive
Senior Subordinated Note for a beneficial interest in an Unrestricted Global
Senior Subordinated 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 Subordinated Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Senior Subordinated 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 SUBORDINATED
NOTE TO UNRESTRICTED DEFINITIVE SENIOR SUBORDINATED NOTE. In connection with
the Owner's Exchange of a Restricted Definitive Senior Subordinated Note for
an Unrestricted Definitive Senior Subordinated Note, the Owner hereby
certifies (i) the Unrestricted Definitive Senior Subordinated 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 Subordinated Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Senior Subordinated 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 Subordinated 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 SUBORDINATED NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL SENIOR SUBORDINATED NOTES FOR RESTRICTED
DEFINITIVE SENIOR SUBORDINATED NOTES OR BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL SENIOR SUBORDINATED NOTES

(a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL
SENIOR SUBORDINATED NOTE TO RESTRICTED DEFINITIVE SENIOR SUBORDINATED NOTE. In
connection with the Exchange of the Owner's beneficial interest in a
Restricted Global Senior Subordinated Note for a Restricted Definitive Senior
Subordinated Note with an equal principal amount, the Owner hereby certifies
that the Restricted Definitive Senior Subordinated 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 Subordinated Note
Indenture, the Restricted Definitive Senior Subordinated Note issued will
continue to be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Definitive Senior
Subordinated Note and in the Senior Subordinated Note Indenture and the
Securities Act.

(b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SENIOR SUBORDINATED
NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SENIOR SUBORDINATED NOTE.
In connection with the Exchange of the Owner's Restricted Definitive Senior
Subordinated Note for a beneficial interest in the [CHECK ONE] 144A [ ] Global
Senior Subordinated Note, [ ] Regulation S Global Senior Subordinated Note, [ ]
IAI Global Senior Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Note and in the Senior Subordinated 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:______________, ____


<PAGE>


                                    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:  8 1/4% Senior Subordinated Notes due 2008 (CUSIP __________)

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

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

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

we confirm that:

1. We understand that any subsequent transfer of the Senior Subordinated Notes
or any interest therein is subject to certain restrictions and conditions set
forth in the Senior Subordinated Note Indenture and the undersigned agrees to
be bound by, and not to resell, pledge or otherwise transfer the Senior
Subordinated 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 Subordinated Notes have
not been registered under the Securities Act, and that the Senior Subordinated
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 Subordinated 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 Subordinated 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 Subordinated Note or beneficial interest in a Global
Senior Subordinated 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 Subordinated 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
Subordinated Notes purchased by us will bear a legend to the foregoing effect.
We further understand that any subsequent transfer by us of the Senior
Subordinated 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
Subordinated 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 Subordinated 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:_______________, ___

<PAGE>

                                    EXHIBIT E

              FORM OF NOTATION OF SUBORDINATED SUBSIDIARY GUARANTEE

For value received, each Guarantor (which term includes any successor Person
under the Senior Subordinated Note Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Senior Subordinated
Note Indenture and subject to the provisions in the Senior Subordinated Note
Indenture dated as of August 10, 1998 (the "SENIOR SUBORDINATED NOTE
INDENTURE") among Ball Corporation, the Guarantors listed on Schedule I
thereto and The Bank of New York, as Senior Subordinated Note Trustee (the
"SENIOR SUBORDINATED NOTE TRUSTEE"), (a) the due and punctual payment of the
principal of, premium, if any, and interest on the Senior Subordinated Notes
(as defined in the Senior Subordinated 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 Subordinated Note Trustee all in
accordance with the terms of the Senior Subordinated Note Indenture and (b) in
case of any extension of time of payment or renewal of any Senior Subordinated
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 Subordinated Notes and
to the Senior Subordinated Note Trustee pursuant to the Subordinated
Subsidiary Guarantee and the Senior Subordinated Note Indenture are expressly
set forth in Article 11 of the Senior Subordinated Note Indenture and
reference is hereby made to the Senior Subordinated Note Indenture for the
precise terms of the Subordinated Subsidiary Guarantee. Each Holder of a
Senior Subordinated Note, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Senior Subordinated
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 Subordinated Note Indenture and (c) appoints the Senior Subordinated
Note Trustee attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Subordinated Subsidiary
Guarantee shall cease to be so subordinated and subject in right of payment
upon any defeasance of this Senior Subordinated Note in accordance with the
provisions of the Senior Subordinated Note Indenture.

                        [Name of Guarantor(s)]



                        By: ____________________________
                            Name:
                            Title:

<PAGE>

                                    EXHIBIT F



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


SUPPLEMENTAL SENIOR SUBORDINATED NOTE INDENTURE (this "SUPPLEMENTAL SENIOR
SUBORDINATED 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
Subordinated Note Indenture referred to herein) and The Bank of New York, as
Senior Subordinated Note Trustee under the Senior Subordinated Note Indenture
referred to below (the "SENIOR SUBORDINATED NOTE TRUSTEE").

                               W I T N E S S E T H


WHEREAS, the Company has heretofore executed and delivered to the Senior
Subordinated Note Trustee a Senior Subordinated Note Indenture (the "SENIOR
SUBORDINATED NOTE INDENTURE"), dated as of August 10, 1998 providing for the
issuance of an aggregate principal amount of up to $250.0 million of 8 1/4%
Senior Subordinated Notes due 2008 (the "SENIOR SUBORDINATED NOTES");

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

WHEREAS, pursuant to Section 9.01 of the Senior Subordinated Note Indenture,
the Senior Subordinated Note Trustee is authorized to execute and deliver this
Supplemental Senior Subordinated 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 Subordinated Note Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Senior Subordinated Notes as follows:

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

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

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

                  (i)      the principal of and interest on the Senior
                           Subordinated 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
                           Subordinated Notes, if any, if lawful, and all
                           other obligations of the Company to the Holders or
                           the Senior Subordinated 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 Subordinated 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 Subordinated Notes or the Senior Subordinated
                  Note Indenture, the absence of any action to enforce the
                  same, any waiver or consent by any Holder of the Senior
                  Subordinated 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 Subordinated Subsidiary Guarantee shall not be
                  discharged except by complete performance of the obligations
                  contained in the Senior Subordinated Notes and the Senior
                  Subordinated Note Indenture.

         (e)      If any Holder or the Senior Subordinated Note Trustee is
                  required by any court or otherwise to return to the Company,
                  the Guarantors, or any custodian, Senior Subordinated 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 Subordinated Note Trustee or
                  such Holder, this Subordinated 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 Subordinated 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
                  Subordinated Note Indenture for the purposes of this
                  Subordinated 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
                  Subordinated Note Indenture, such obligations (whether or
                  not due and payable) shall forthwith become due and payable
                  by the Guarantors for the purpose of this Subordinated
                  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 Subordinated Subsidiary Guarantee.

         (i)      Pursuant to Section 11.04 of the Senior Subordinated 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 11 of the
                  Senior Subordinated Note Indenture shall result in the
                  obligations of such Guarantor under its Subordinated
                  Subsidiary Guarantee not constituting a fraudulent transfer
                  or conveyance.

3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Subordinated Subsidiary Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Senior Subordinated Note a
notation of such Subordinated 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 11.04 of the Senior Subordinated
                           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 Subordinated Note Indenture
                           in form and substance reasonably satisfactory to
                           the Senior Subordinated Note Trustee, under the
                           Senior Subordinated Notes, the Senior Subordinated
                           Note Indenture and the Subordinated 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 Subordinated Note
                  Indenture, executed and delivered to the Senior Subordinated
                  Note Trustee and satisfactory in form to the Senior
                  Subordinated Note Trustee, of the Subordinated Subsidiary
                  Guarantee endorsed upon the Senior Subordinated Notes and
                  the due and punctual performance of all of the covenants and
                  conditions of the Senior Subordinated 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 Subordinated Subsidiary Guarantees to be
                  endorsed upon all of the Senior Subordinated Notes issuable
                  hereunder which theretofore shall not have been signed by
                  the Company and delivered to the Senior Subordinated Note
                  Trustee. All the Subordinated Subsidiary Guarantees so
                  issued shall in all respects have the same legal rank and
                  benefit under the Senior Subordinated Note Indenture as the
                  Subordinated Subsidiary Guarantees theretofore and
                  thereafter issued in accordance with the terms of the Senior
                  Subordinated Note Indenture as though all of such
                  Subordinated 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
                  Subordinated Note Indenture, and notwithstanding clauses (a)
                  and (b) above, nothing contained in the Senior Subordinated
                  Note Indenture or in any of the Senior Subordinated 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
                  Subordinated Subsidiary Guarantee; provided that the Net
                  Proceeds of such sale or other disposition are applied in
                  accordance with the applicable provisions of the Senior
                  Subordinated Note Indenture, including without limitation
                  Section 4.10 of the Senior Subordinated Note Indenture. Upon
                  delivery by the Company to the Senior Subordinated 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 Subordinated Note Indenture, including without
                  limitation Section 4.10 of the Senior Subordinated Note
                  Indenture, the Senior Subordinated Note Trustee shall
                  execute any documents reasonably required in order to
                  evidence the release of any Guarantor from its obligations
                  under its Subordinated Subsidiary Guarantee.

         (b)      Any Guarantor not released from its obligations under its
                  Subordinated Subsidiary Guarantee shall remain liable for
                  the full amount of principal of and interest on the Senior
                  Subordinated Notes and for the other obligations of any
                  Guarantor under the Senior Subordinated Note Indenture as
                  provided in Article 11 of the Senior Subordinated 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 Subordinated Notes, any Subordinated
Subsidiary Guarantees, the Senior Subordinated Note Indenture or this
Supplemental Senior Subordinated 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 Subordinated Notes by accepting a Senior Subordinated Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Senior Subordinated 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 SUBORDINATED 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 Subordinated 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 SUBORDINATED NOTE TRUSTEE. The Senior Subordinated Note Trustee
shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Senior Subordinated 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
Subordinated 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 Subordinated Note Trustee


                         By:___________________________
                            Name:
                            Title:

<PAGE>

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS


The following schedule lists each Guarantor under the Senior Subordinated Note
Indenture as of the date of this Senior Subordinated 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






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>chi365065.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                   Exhibit 10.1



                                                              EXECUTION VERSION

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

                                  $800,000,000

                                (euro)414,000,000

                                (pound)79,000,000

                                CREDIT AGREEMENT
                                      among
                                BALL CORPORATION,

                    CERTAIN SUBSIDIARIES OF BALL CORPORATION,
                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                             as Administrative Agent
                                       and
                          VARIOUS LENDING INSTITUTIONS
                          Dated as of December 19, 2002

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

                                   Arranged by

                          DEUTSCHE BANK SECURITIES INC.
                       AND BANC OF AMERICA SECURITIES LLC
    as Joint Lead Arrangers, Joint Mandated Arrangers and Joint Book Managers

                                      with
                              BANK OF AMERICA, N.A.
                              as Syndication Agent

                                       and
                                  BANK ONE, NA,
                          LEHMAN COMMERCIAL PAPER INC.
                                 AND BNP PARIBAS
                           as Co-Documentation Agents
<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                                Page

<S>      <C>                                                                                                    <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS.......................................................................2
         1.1      Definitions.....................................................................................2
         1.2      Accounting Terms; Financial Statements.........................................................57
         1.3      Calculation of Exchange Rate...................................................................58

ARTICLE II  AMOUNT AND TERMS OF CREDIT...........................................................................58
         2.1      The Commitments................................................................................58
         2.2      Notes..........................................................................................63
         2.3      Minimum Amount of Each Borrowing; Maximum Number of Borrowings.................................63
         2.4      Borrowing Options..............................................................................64
         2.5      Notice of Borrowing............................................................................64
         2.6      Conversion or Continuation.....................................................................65
         2.7      Disbursement of Funds..........................................................................65
         2.8      Utilization of Multicurrency Revolving Commitments in an Alternative
                  Currency.......................................................................................66
         2.9      Additional Facility............................................................................67
         2.10     Letters of Credit..............................................................................68
         2.11     Pro Rata Borrowings............................................................................76

ARTICLE IIA  CANADIAN REVOLVER...................................................................................77
         2A.1     The Canadian Revolving Commitments.............................................................77
         2A.2     Notes..........................................................................................77
         2A.3     Minimum Amount of Each Borrowing; Maximum Number of Borrowings.................................77
         2A.4     Borrowing Options..............................................................................78
         2A.5     Notice of Canadian Borrowing...................................................................78
         2A.6     Conversion or Continuation.....................................................................78
         2A.7     Disbursement of Funds..........................................................................79
         2A.8     Pro Rata Borrowings............................................................................80
         2A.9     Bankers' Acceptances...........................................................................80

ARTICLE III  INTEREST AND FEES...................................................................................83
         3.1      Interest.......................................................................................83
         3.2      Fees...........................................................................................85
         3.3      Computation of Interest and Fees...............................................................86
         3.4      Interest Periods...............................................................................86
         3.5      Compensation for Funding Losses................................................................87
         3.6      Increased Costs, Illegality, Etc...............................................................88
         3.7      Replacement of Affected Lenders................................................................91

ARTICLE IV  REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS...................................................92
         4.1      Voluntary Reduction of Commitments.............................................................92
         4.2      Mandatory Reduction of Term Commitments........................................................92
         4.3      Voluntary Prepayments..........................................................................92
         4.4      Mandatory Prepayments..........................................................................93
         4.5      Application of Prepayments; Waiver of Certain Prepayments......................................96
         4.6      Method and Place of Payment....................................................................98
         4.7      Net Payments...................................................................................99

ARTICLE V  CONDITIONS OF CREDIT.................................................................................102
         5.1      Conditions Precedent to the Initial Borrowing.................................................102
         5.2      Conditions Precedent to All Credit Events.....................................................108

ARTICLE VI  REPRESENTATIONS AND WARRANTIES......................................................................109
         6.1      Corporate Status..............................................................................109
         6.2      Corporate Power and Authority.................................................................109
         6.3      No Violation..................................................................................110
         6.4      Governmental and Other Approvals..............................................................110
         6.5      Financial Statements; Financial Condition; Undisclosed Liabilities Projections; Etc...........110
         6.6      Litigation....................................................................................112
         6.7      True and Complete Disclosure..................................................................112
         6.8      Use of Proceeds; Margin Regulations...........................................................113
         6.9      Taxes.........................................................................................113
         6.10     Compliance With ERISA.........................................................................114
         6.11     Security Documents............................................................................114
         6.12     Documents.....................................................................................115
         6.13     Ownership of Property.........................................................................115
         6.14     Capitalization of Company.....................................................................116
         6.15     Subsidiaries..................................................................................116
         6.16     Compliance With Law, Etc......................................................................117
         6.17     Investment Company Act........................................................................117
         6.18     Public Utility Holding Company Act............................................................117
         6.19     Environmental Matters.........................................................................117
         6.20     Labor Relations...............................................................................118
         6.21     Intellectual Property, Licenses, Franchises and Formulas......................................118
         6.22     Foreign Pension Matters.......................................................................118
         6.23     Schmalbach Acquisition........................................................................119

ARTICLE VII  AFFIRMATIVE COVENANTS..............................................................................119
         7.1      Financial Statements..........................................................................119
         7.2      Certificates; Other Information...............................................................120
         7.3      Notices.......................................................................................121
         7.4      Conduct of Business and Maintenance of Existence..............................................122
         7.5      Payment of Obligations........................................................................122
         7.6      Inspection of Property, Books and Records.....................................................123
         7.7      ERISA.........................................................................................123
         7.8      Maintenance of Property, Insurance............................................................124
         7.9      Environmental Laws............................................................................125
         7.10     Interest Rate Protection......................................................................126
         7.11     Use of Proceeds...............................................................................126
         7.12     Additional Security; Further Assurances.......................................................126
         7.13     End of Fiscal Years; Fiscal Quarters..........................................................128
         7.14     Foreign Subsidiaries Security.................................................................128
         7.15     Foreign Pension Plan Compliance...............................................................129

ARTICLE VIII  NEGATIVE COVENANTS................................................................................129
         8.1      Liens.........................................................................................129
         8.2      Indebtedness..................................................................................131
         8.3      Fundamental Changes...........................................................................133
         8.4      Asset Sales...................................................................................133
         8.5      Dividends or Other Distributions..............................................................135
         8.6      Issuance of Stock.............................................................................136
         8.7      Loans, Investment and Acquisitions............................................................137
         8.8      Transactions with Affiliates..................................................................138
         8.9      Sale-Leasebacks...............................................................................138
         8.10     Restrictions on Credit Support to the BAP Group and any Permitted
                  Aerospace JV..................................................................................139
         8.11     Lines of Business.............................................................................139
         8.12     Fiscal Year...................................................................................139
         8.13     Limitation on Voluntary Payments and Modifications of Indebtedness;
                  Modifications of Certificate of Incorporation, By-Laws and Certain
                  Other Agreements; Certain Derivative Transactions, Etc........................................139
         8.14     Limitation on Certain Restrictions on Subsidiaries............................................140
         8.15     Accounting Changes............................................................................141

ARTICLE IX  FINANCIAL COVENANTS.................................................................................141
         9.1      Interest Coverage Ratio.......................................................................142
         9.2      Leverage Ratio................................................................................142
         9.3      Fixed Charge Coverage Ratio...................................................................142

ARTICLE X  EVENTS OF DEFAULT....................................................................................143
         10.1     Events of Default.............................................................................143
         10.2     Rights Not Exclusive..........................................................................146

ARTICLE XI  ADMINISTRATIVE AGENT................................................................................146
         11.1     Appointment...................................................................................146
         11.2     Nature of Duties..............................................................................147
         11.3     Exculpation, Rights Etc.......................................................................147
         11.4     Reliance......................................................................................148
         11.5     Indemnification...............................................................................148
         11.6     Administrative Agent In Its Individual Capacity...............................................148
         11.7     Notice of Default.............................................................................149
         11.8     Holders of Obligations........................................................................149
         11.9     Resignation by Administrative Agent...........................................................149
         11.10    The Joint Lead Arrangers, Joint Mandated Arrangers, Joint Book Managers,
                  Syndication Agent and Co-Documentation Agents.................................................150

ARTICLE XII  MISCELLANEOUS......................................................................................150
         12.1     No Waiver; Modifications in Writing...........................................................150
         12.2     Further Assurances............................................................................153
         12.3     Notices, Etc..................................................................................153
         12.4     Costs, Expenses and Taxes; Indemnification....................................................153
         12.5     Confirmations.................................................................................156
         12.6     Adjustment; Setoff............................................................................156
         12.7     Execution in Counterparts.....................................................................157
         12.8     Binding Effect; Assignment; Addition and Substitution of Lenders..............................157
         12.9     CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL..........................................160
         12.10    Release of Collateral.........................................................................161
         12.11    GOVERNING LAW.................................................................................162
         12.12    Severability of Provisions....................................................................162
         12.13    Transfers of Notes............................................................................162
         12.14    Registry......................................................................................162
         12.15    Euro Currency.................................................................................163
         12.16    Headings......................................................................................163
         12.17    Termination of Agreement......................................................................163
         12.18    Confidentiality...............................................................................164
         12.19    Concerning the Collateral and the Loan Documents..............................................164
         12.20    Effectiveness.................................................................................166
         12.21    Intentionally Omitted.........................................................................166
         12.22    Restrictions on Guarantees and Pledges........................................................166

ARTICLE XIII  COLLECTION ACTION MECHANISM.......................................................................167
         13.1     Implementation of CAM.........................................................................167
         13.2     Letters of Credit.............................................................................168

ARTICLE XIV  COMPANY GAURANTY...................................................................................169
         14.1     The Company Guaranty..........................................................................169
         14.2     Insolvency....................................................................................170
         14.3     Nature of Liability...........................................................................170
         14.4     Independent Obligation........................................................................170
         14.5     Authorization.................................................................................170
         14.6     Reliance......................................................................................171
         14.7     Subordination.................................................................................172
         14.8     Waiver........................................................................................172
         14.9     Nature of Liability...........................................................................173
</TABLE>
<PAGE>


                         INDEX OF EXHIBITS AND SCHEDULES

                                    Exhibits

Exhibit 2.1(c)         Form of Swing Line Loan Participation Certificate
Exhibit 2.2(a)(1)      Form of Term A Note
Exhibit 2.2(a)(2)      Form of Term B Dollar Note
Exhibit 2.2(a)(3)      Form of Term B Euro Note
Exhibit 2.2(a)(4)      Form of Multicurrency Revolving Note
Exhibit 2.2(a)(5)      Form of U.S. Swing Line Note
Exhibit 2.2(a)(6)      Form of European Swing Line Note
Exhibit 2.5            Form of Notice of Borrowing
xhibit 2.6             Form of Notice of Conversion or Continuation
Exhibit 2.10(c)        Form of Letter of Credit Request
Exhibit 2A.2(a)        Form of Canadian Revolving Note
Exhibit 2A.5           Form of Notice of Canadian Borrowing
Exhibit 2A.6           Form of Notice of Canadian Conversion or Continuation
Exhibit 4.7(d)         Form of Section 4.7(d) Certificate
Exhibit 5.1(b)(i)      Form of United States Loan Guaranty
Exhibit 5.1(b)(ii)     Form of United States Pledge Agreement
Exhibit 5.1(b)(iii)    Form of Canadian Loan Guaranty
Exhibit 5.1(b)(iv)     Form of Canadian Pledge Agreement
Exhibit 5.1(c)(i)      Form of European Loan Guaranty
Exhibit 5.1(c)(ii)     Form of European Pledge Agreement
Exhibit 5.1(d)         Form of Opinion of Borrowers' Counsel
Exhibit 5.1(e)         Form of Officer's Certificate
Exhibit 5.1(f)         Form of Secretary's Certificate
Exhibit 5.1(y)         Form of Post-Closing Agreement
Exhibit 7.2(a)         Form of Compliance Certificate Pursuant to Section 7.2(a)
Exhibit 12.1(b)        Form of Joinder Agreement
Exhibit 12.8(c)        Form of Assignment and Assumption Agreement

                                    Schedules

Schedule 1.1(a)        Commitments
Schedule 1.1(b)        Multicurrency Revolver Sublimits
Schedule 1.1(c)        Consolidated EBITDA
Schedule 1.1(d)        Subsidiary Borrowers
Schedule 2.10(j)       Letters of Credit Outstanding
Schedule 5.1(c)        European Guaranties and Security Documents
Schedule 5.1(r)        Transaction Waivers
Schedule 6.3           Approvals and Consents
Schedule 6.4           Governmental Approval
Schedule 6.5(a)        Pro Forma Balance Sheet
Schedule 6.5(d)        Indebtedness
Schedule 6.5(e)        Projections
Schedule 6.11          Pledge Agreement Filings
Schedule 6.15          Organization of Subsidiaries
Schedule 6.22          Foreign Pension Plans
Schedule 8.1           Liens
Schedule 8.7           Existing Investments
Schedule 8.14(a)       Existing Restrictions on Subsidiaries
Schedule 12.3          Notice Addresses
<PAGE>

                                CREDIT AGREEMENT

                  THIS CREDIT AGREEMENT is dated as of December 19, 2002 and is
made by and among Ball Corporation, an Indiana corporation ("Company"), Ball
European Holdings, Sarl, a corporation organized under the laws of Luxembourg
("European Holdco"), Ball Packaging Products Canada Corp., a company organized
under the laws of the Province of Nova Scotia ("Canadian Borrower"), each
Subsidiary Borrower (as defined herein), the undersigned financial institutions,
including Deutsche Bank AG, New York Branch, in their capacities as lenders
hereunder (collectively, the "Lenders," and each individually, a "Lender"), The
Bank of Nova Scotia, as Canadian administrative agent ("Canadian Administrative
Agent") and Deutsche Bank AG, New York Branch, as administrative agent
("Administrative Agent") for the Lenders.

                              W I T N E S S E T H:
                               - - - - - - - - - -

                  WHEREAS, Borrowers have requested that the Lenders (i) make
term loans to Company in the aggregate principal amount of $350 million maturing
on December 19, 2009; (ii) make term loans to European Holdco in the aggregate
Dollar Equivalent principal amount of $250 million denominated in Euros and
Sterling maturing on December 19, 2007; (iii) make term loans to European Holdco
in the aggregate Dollar Equivalent amount of $300 million denominated in Euros
maturing on December 19, 2009; (iv) provide a multicurrency revolving credit
facility maturing on December 19, 2007 (including a letter of credit
subfacility), to Company, European Holdco and Subsidiary Borrowers in an
aggregate principal amount not to exceed the Dollar Equivalent of $415 million
and (v) provide a revolving credit facility to Canadian Borrower in an aggregate
amount not to exceed the Dollar Equivalent of $35 million at any time
outstanding denominated in Canadian Dollars and maturing on December 19, 2007;

                  WHEREAS, the proceeds of the term loans described above will
be used by Company and European Holdco and certain of the proceeds of the
revolving loans described above will be used by Company to consummate the
Schmalbach Acquisition and to repay certain outstanding indebtedness of
Borrowers;

                  WHEREAS, the proceeds of the revolving credit facility
described above will be used by Borrowers for ongoing working capital and
general corporate purposes; and

                  WHEREAS, the Lenders are willing to extend commitments to make
the term loans and revolving credit loans to Borrowers for the purposes
specified above and only on the terms and subject to the conditions set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained and, among other things, the assignment of and
the grant of a security interest in the Pledged Securities by Company and
certain of its Subsidiaries in favor of Collateral Agent for the benefit of the
Secured Creditors pursuant to the Pledge Agreements, the parties hereto agree as
follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         1.1 Definitions. As used herein, and unless the context requires a
different meaning, the following terms have the meanings indicated:

                  "Acceptance Fee" means a fee payable in Canadian Dollars by
Canadian Borrower to Canadian Administrative Agent for the account of a Canadian
Revolving Lender with respect to the acceptance of a B/A or the making of a B/A
Equivalent Loan on the date of such acceptance or loan, equal to the Applicable
B/A Margin of the face amount of such B/A or B/A Equivalent Loan calculated on
the basis of the number of days in the applicable Contract Period (including the
date of acceptance and excluding the date of maturity) and a year of 365 days
(it being agreed that the rate per annum applicable to the B/A Equivalent Loan
is equivalent to the rate per annum otherwise applicable to the Bankers'
Acceptance which has been replaced by the making of such B/A Equivalent Loan
pursuant to Section 2A.9).

                  "Acquisition" means (i) the purchase by a Person of a business
or business unit conducted by another Person (whether through the acquisition of
Capital Stock or assets) or (ii) the merger, consolidation or amalgamation of
any Person with any other Person.

                  "Acquisition Agreement" means that certain Share Sale and
Transfer Agreement between Schmalbach and AV Packaging GmbH and Ball
Pan-European Holdings, Inc. and Company dated August 29, 2002, as the same may
be amended, supplemented or otherwise modified in accordance with the terms
hereof.

                  "Acquisition Documents" means the Acquisition Agreement and
all other related agreements and documents in connection with the Schmalbach
Acquisition.

                  "Additional Security Documents" means all guarantees and
pledge agreements and other related documents entered into pursuant to Section
7.12 with respect to additional Collateral.

                  "Additional Term Loans" has the meaning assigned to that term
in Section 2.9(a).

                  "Adjusted Working Capital" means the difference between (i)
the amount, without duplication, that is classified on a consolidated balance
sheet of Company and its Subsidiaries as the consolidated current assets of
Company and its Subsidiaries in accordance with GAAP excluding Cash and Cash
Equivalents and (ii) the amount, without duplication, that is classified on a
consolidated balance sheet of Company and its Subsidiaries as the consolidated
current liabilities of Company and its Subsidiaries in accordance with GAAP
excluding all short-term borrowings, the current portion of long-term
indebtedness, the current portion of deferred taxes and the current portion of
Capitalized Lease Obligations.

                  "Administrative Agent" has the meaning assigned to that term
in the introduction to this Agreement and any successor Administrative Agent in
such capacity, provided that, unless the context otherwise requires, when used
in respect of payments and notices pertaining to Canadian Revolving Loans, the
term "Administrative Agent" shall mean Canadian Administrative Agent.

                  "Aerospace Asset Disposition" means (i) an Asset Disposition
by Company or any of its Subsidiaries of all or a portion of (a) the Aerospace
Business (whether or not such disposition is to any Permitted Aerospace JV), (b)
the Capital Stock of a Person holding only the Aerospace Business or (c) the
Capital Stock of any Permitted Aerospace JV or (ii) the receipt by Company or
any of its Subsidiaries of a liquidating dividend in respect of an interest in
the Capital Stock of any Permitted Aerospace JV.

                  "Aerospace Business" means the assets constituting the
business of Ball Aerospace and its Subsidiaries on the date hereof and business
reasonably related or incidental to such business, but excluding all Cash and
Cash Equivalents held by Ball Aerospace and its Subsidiaries other than Cash and
Cash Equivalents held in the ordinary course of business and in an amount
consistent with past practices.

                  "Affiliate" means, with respect to any Person, any Person or
group acting in concert in respect of the Person in question that, directly or
indirectly, controls or is controlled by or is under common control with such
Person, provided that, neither DB nor any Affiliate of DB shall be deemed to be
an Affiliate of Borrower. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any Person or group of Persons,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of management and policies of such Person, whether through
the ownership of voting securities or by contract or otherwise. A Person shall
be deemed to control a corporation if such Person is the "beneficial owner" as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of
10% or more of the securities having ordinary voting power for the election of
directors of such corporation.

                  "Agent" or "Agents" means Administrative Agent and/or Canadian
Administrative Agent, as the context may require.

                  "Agreement" means this Credit Agreement, as the same may at
any time be amended, supplemented or otherwise modified in accordance with the
terms hereof and in effect.

                  "Alternative Currency" means at any time, Euros or Sterling.

                  "Alternative Currency Loan" means any Loan denominated in a
currency other than Dollars.

                  "Applicable B/A Margin" means at any date, the applicable
percentage set forth in the following table under column Applicable B/A Margin
opposite the Most Recent Leverage Ratio as of such date:

- ------------------------------------------- ------------------------------------
                                                       Applicable B/A
      Most Recent Leverage Ratio                           Margin
- ------------------------------------------- ------------------------------------
          Less than 2.0 to 1                               1.25%
- ------------------------------------------- ------------------------------------
   Equal to or greater than 2.0 to 1
        but less than 2.5 to 1                             1.50%
- ------------------------------------------- ------------------------------------
   Equal to or greater than 2.5 to 1
        but less than 3.0 to 1                             1.75%
- ------------------------------------------- ------------------------------------
   Equal to or greater than 3.0 to 1                       2.00%
- ------------------------------------------- ------------------------------------

                  "Applicable Base Rate Margin" means at any date, (i) with
respect to Multicurrency Revolving Loans, the applicable percentage set forth in
the following table under the column Applicable Base Rate Margin for
Multicurrency Revolving Loans opposite the Most Recent Leverage Ratio as of such
date and (ii) with respect to Term B Dollar Loans, the applicable percentage set
forth under the column Applicable Base Rate Margin for Term B Dollar Loans
opposite the Most Recent Leverage Ratio as of such date:

<TABLE>
<CAPTION>
- --------------------------------------------- --------------------------------- ---------------------------
                                              Applicable Base Rate Margin for           Applicable
                                                                                        Base Rate
                                                                                        Margin for
                Most Recent                                                               Term B
               Leverage Ratio                  Multicurrency Revolving Loans           Dollar Loans
- --------------------------------------------- --------------------------------- ---------------------------
<S>                                                        <C>                            <C>
             Less than 2.0 to 1                            0.25 %                         1.50 %
- --------------------------------------------- --------------------------------- ---------------------------
 Equal to or greater than 2.0 to 1 but less                0.50 %                         1.50 %
               than 2.5 to 1
- --------------------------------------------- --------------------------------- ---------------------------
 Equal to or greater than 2.5 to 1 but less                0.75 %                         1.50 %
               than 3.0 to 1
- --------------------------------------------- --------------------------------- ---------------------------
     Equal to or greater than 3.0 to 1                     1.00 %                         1.50 %
- --------------------------------------------- --------------------------------- ---------------------------
</TABLE>

;provided, that the Applicable Base Rate Margin for Term B Dollar Loans shall
equal 1.75% at any time the Most Recent Leverage Ratio is equal to or greater
than 3.5 to 1.

                  "Applicable Canadian Prime Rate Margin" means at any date, the
applicable percentage set forth in the following table under the column
Applicable Canadian Prime Rate Margin opposite the Most Recent Leverage Ratio as
of such date:

<TABLE>
<CAPTION>
- ------------------------------------------------------------ -------------------------------------------------------
                Most Recent Leverage Ratio                           Applicable Canadian Prime Rate Margin
- ------------------------------------------------------------ -------------------------------------------------------
<S>                                                                                  <C>
                    Less than 2.0 to 1                                               0.25 %
- ------------------------------------------------------------ -------------------------------------------------------

 Equal to or greater than 2.0 to 1 but less than 2.5 to 1                            0.50 %
- ------------------------------------------------------------ -------------------------------------------------------
 Equal to or greater than 2.5 to 1 but less than 3.0 to 1                            0.75 %
- ------------------------------------------------------------ -------------------------------------------------------
             Equal to or greater than 3.0 to 1                                       1.00 %
- ------------------------------------------------------------ -------------------------------------------------------
</TABLE>

                  "Applicable Commitment Fee Percentage" means at any date, the
applicable percentage set forth in the following table opposite the Most Recent
Leverage Ratio as of such date:

<TABLE>
<CAPTION>
- -------------------------------------------------- ----------------------------------------------
                   Most Recent                                 Applicable Commitment
                 Leverage Ratio                                   Fee Percentage
- -------------------------------------------------- ----------------------------------------------
<S>                                                                   <C>
               Less than 2.5 to 1                                     0.375 %
- -------------------------------------------------- ----------------------------------------------
        Equal to or greater than 2.5 to 1                             0.50 %
- -------------------------------------------------- ----------------------------------------------
</TABLE>

                  "Applicable Currency" means as to any particular payment or
Loan, Dollars or the Alternative Currency in which it is denominated or is
payable.

                  "Applicable Eurocurrency Margin" means at any date, (i) with
respect to Multicurrency Revolving Loans and Term A Loans, the applicable
percentage set forth in the following table under the column Applicable
Eurocurrency Margin for Multicurrency Revolving Loans and Term A Loans opposite
the Most Recent Leverage Ratio on such date, (ii) with respect to Term B Dollar
Loans, the applicable percentage set forth in the following table under the
column Applicable Eurocurrency Margin for Term B Dollar Loans opposite the Most
Recent Leverage Ratio on such date and (iii) with respect to Term B Euro Loans,
the applicable percentage set forth in the following table under the column
Applicable Eurocurrency Margin for Term B Euro Loans opposite the Most Recent
Leverage Ratio on such date:

<TABLE>
<CAPTION>
- ---------------------------- ------------------------------ ------------------------- -------------------------
        Most Recent             Applicable Eurocurrency            Applicable                Applicable
                               Margin for Multicurrency     Eurocurrency Margin For   Eurocurrency Margin For
                          Revolving Loans Term B Term B
      Leverage Ratio               and Term A Loans               Dollar Loans               Euro Loans
- ---------------------------- ------------------------------ ------------------------- -------------------------
<S>                                     <C>                          <C>                       <C>
    Less than 2.0 to 1                  1.25 %                       2.25 %                    2.50%
- ---------------------------- ------------------------------ ------------------------- -------------------------
 Equal to or greater than               1.50 %                       2.25 %                    2.50%
2.0 to 1 but less than 2.5
           to 1
- ---------------------------- ------------------------------ ------------------------- -------------------------
 Equal to or greater than               1.75 %                       2.25 %                    2.50%
2.5 to 1 but less than 3.0
           to 1
- ---------------------------- ------------------------------ ------------------------- -------------------------
 Equal to or greater than               2.00 %                       2.25 %                    2.50%
         3.0 to 1
- ---------------------------- ------------------------------ ------------------------- -------------------------
</TABLE>

;provided, that the Applicable Eurocurrency Margin for Term B Dollar Loans shall
equal 2.50% at any time the Most Recent Leverage Ratio is equal to or greater
than 3.5 to 1.

                  "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) of
all or any part of (i) an interest in shares of Capital Stock of a Subsidiary of
Company (other than directors' qualifying shares) or (ii) property or other
assets (each of (i) and (ii) referred to for the purposes of this definition as
a "disposition") by Company or any of its Subsidiaries.

                  "Assignee" has the meaning assigned to that term in Section
12.8(c).

                  "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement substantially in the form of Exhibit 12.8(c) annexed hereto
and made a part hereof made by any applicable Lender, as assignor, and such
Lender's assignee in accordance with Section 12.8.

                  "Attorney Costs" means all reasonable fees and disbursements
of any law firm or other external counsel and the reasonable allocated cost of
internal legal services, including all reasonable disbursements of internal
counsel.

                  "Attributable Debt" means as of the date of determination
thereof, without duplication, (i) in connection with a Sale and Leaseback
Transaction, the net present value (discounted according to GAAP at the cost of
debt implied in the lease) of the obligations of the lessee for rental payments
during the then remaining term of any applicable lease, (ii) Receivables
Facility Attributable Debt and (iii) the principal balance outstanding under any
synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product to which such Person is a party,
where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease in accordance with GAAP.

                  "Available Canadian Revolving Commitment" means, as to any
Canadian Revolving Lender at any time, an amount equal to the excess, if any, of
(a) such Lender's Canadian Revolving Commitment over (b) the Effective Amount of
then outstanding Canadian Revolving Loans made by such Lender.

                  "Available Liquidity" means, at any date, the sum of (i) the
Total Available Canadian Revolving Commitment on such date plus (ii) the Total
Available Multicurrency Revolving Commitment on such date plus (iii) Cash and
Cash Equivalents as of the most recent reporting date for such balances.

                  "Available Multicurrency Revolver Sublimit" means, as to
European Holdco or any Subsidiary Borrower at any time an amount equal to (i)
such Borrower's Multicurrency Revolver Sublimit at such time minus (ii) the sum
of (a) the aggregate Effective Amount of then outstanding Multicurrency
Revolving Loans made to such Borrower plus (b) the Effective Amount of such
Borrower's LC Obligations plus (c) the aggregate Effective Amount of then
outstanding Swing Line Loans made to such Borrower.

                  "Available Multicurrency Revolving Commitment" means, as to
any Multicurrency Revolving Lender at any time an amount equal to the excess, if
any, of (a) such Lender's Multicurrency Revolving Commitment over (b) the sum of
(i) the aggregate Effective Amount of then outstanding Multicurrency Revolving
Loans made by such Lender and (ii) such Lender's Multicurrency Revolver Pro Rata
Share of the Effective Amount of LC Obligations and Swing Line Loans then
outstanding.

                  "B/A Equivalent Loan" has the meaning assigned to that term in
Section 2A.9(h).

                  "B/A Loan" means a Borrowing comprised of one or more Bankers'
Acceptances or, as applicable, B/A Equivalent Loans. For greater certainty, all
provisions of this Agreement which are applicable to Bankers' Acceptances are
also applicable, mutatis mutandis, to B/A Equivalent Loans.

                  "Ball Aerospace" means Ball Aerospace and Technologies Corp.,
a Delaware corporation.


                  "Ball Capital Corp" means Ball Capital Corp., a Delaware
corporation, together with its successors and assigns.

                  "Ball Corporate Group" means Company, each of its Subsidiaries
and the members of the BAP Group.

                  "Ball Holdings" means Ball Holdings, Sarl, a corporation
organized under the laws of Luxembourg.

                  "Ball Metal Food Container Corp." means Ball Metal Food
Container Corp., a Delaware corporation, together with its successors and
assigns.

                  "Ball Plastic Container Corp." means Ball Plastic Container
Corp., a Colorado corporation, together with its successors and assigns.

                  "Bankers' Acceptance" and "B/A" mean a depository note within
the meaning of the Depository Bills and Notes Act (Canada) or a bill of exchange
within the meaning of the Bills of Exchange Act (Canada), in each case,
denominated in Canadian Dollars, drawn by Canadian Borrower, and accepted by a
Canadian Revolving Lender in accordance with this Agreement.

                  "BAP" means Ball Asia Pacific Holdings Limited, a Hong Kong
corporation, and its successors and assigns.

                  "BAP Group" means BAP and each of its direct and indirect
subsidiaries and joint ventures (the "BAP Subs") and, upon a restructuring of
the BAP Group occurring after the Initial Borrowing Date, means BAP, the BAP
Subs and each direct or indirect holding company of BAP and/or the BAP Subs that
was not a Credit Party prior to such restructuring and does not engage in any
business other than holding shares of BAP or BAP Subs, as the case may be, and
matters incidental thereto.

                  "Base Rate" means the greater of (i) the rate most recently
announced by DB at its principal office as its "prime rate", which is not
necessarily the lowest rate made available by DB or (ii) the Federal Funds Rate
plus 1/2 of 1% per annum. The "prime rate" announced by DB is evidenced by the
recording thereof after its announcement in such internal publication or
publications as DB may designate. Any change in the interest rate resulting from
a change in such "prime rate" announced by DB shall become effective without
prior notice to Borrowers as of 12:01 a.m. (New York City time) on the Business
Day on which each change in such "prime rate" is announced by DB. DB may make
commercial or other loans to others at rates of interest at, above or below its
"prime rate".

                  "Base Rate Loan" means any Loan which bears interest at a rate
determined with reference to the Base Rate.

                  "Benefited Lender" has the meaning assigned to that term in
Section 12.6(a).

                  "BMBCC" means Ball Metal Beverage Container Corp., a Colorado
corporation, together with its successors and assigns, including a
debtor-in-possession on behalf of BMBCC.

                  "Board" means the Board of Governors of the Federal Reserve
System.

                  "Borrowers" means Company, European Holdco, Canadian Borrower
and Subsidiary Borrowers.

                  "Borrowing" means a group of Loans of a single Type made by
the Lenders or the European Swing Line Lender or U.S. Swing Line Lender, as
appropriate on a single date (or resulting from a conversion on such date) and
in the case of Eurocurrency Loans, as to which a single Interest Period is in
effect, provided that, Base Rate Loans or Eurocurrency Loans incurred pursuant
to Section 3.7 shall be considered part of any related Borrowing of Eurocurrency
Loans.

                  "Business Day" means (i) as it relates to any payment,
determination, funding or notice to be made or given in connection with any
Dollar-denominated Loan, or otherwise to be made or given to or from
Administrative Agent, a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurocurrency Loan, the
term "Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market; provided, further,
that when used in connection with any Letter of Credit, the term "Business Day"
shall also exclude any day on which commercial banks in the city in which the
respective Facing Agent for such Letter of Credit is domiciled are required by
law to close; (ii) as it relates to any payment, determination, funding or
notice to be made or given in connection with any Alternative Currency Loan, any
day (A) on which dealings in deposits in the Alternative Currency are carried
out in the London interbank market, (B) on which commercial banks and foreign
exchange markets are open for business in London, New York City, and the
principal financial center for such Alternative Currency, and (C) with respect
to any such payment, determination or funding to be made in connection with any
Alternative Currency Loan denominated in Euros, on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET) System or any
successor settlement system is open; provided, however that when used in
connection with a Borrowing by Canadian Borrower, the term "Business Day" shall
also exclude any day on which banks are not open for business in Toronto or
Montreal.

                  "CAM" means the mechanism for the allocation and exchange of
interests in the Facilities and collections thereunder established under Article
XIII.

                  "CAM Exchange" means the exchange of the Lenders' interests
provided for in Section 13.1.

                  "CAM Exchange Date" means the first date after the Initial
Borrowing Date on which there shall occur any event described in paragraph (e)
or (f) of Section 10.1 with respect to Company or European Holdco.

                  "CAM Percentage" means, as to each Lender, a fraction,
expressed as a decimal to 12 decimal places, of which (a) the numerator shall be
the sum of (i) the aggregate Designated Obligations owed to such Lender and (ii)
such Lender's Multicurrency Revolver Pro Rata Share of the aggregate outstanding
LC Obligations, if any, of such Lender, in each case immediately prior to the
CAM Exchange Date, and (b) the denominator shall be the sum of (i) the aggregate
Designated Obligations owed to all the Lenders and (ii) the aggregate
outstanding LC Obligations, in each case immediately prior to such CAM Exchange
Date. For purposes of computing each Lender's CAM Percentage, all Designated
Obligations which shall be denominated in an Alternative Currency shall be
translated into U.S. Dollars at the Exchange Rate in effect on the CAM Exchange
Date.

                  "Canadian Administrative Agent" has the meaning assigned to
that term in the introduction to this Agreement and any successor Canadian
Administrative Agent in such capacity.

                  "Canadian Borrower" has the meaning assigned to that term in
the introduction to this Agreement.

                  "Canadian Commitment Fee" has the meaning assigned to that
term in Section 3.2(c).

                  "Canadian Commitment Period" means, the period from and
including the date hereof to but not including the Canadian Revolver Termination
Date.

                  "Canadian Dollars" and "Cdn.$" shall mean lawful currency of
Canada.

                  "Canadian Holdings" means Ball North America, Inc., a company
organized under the laws of the Province of Nova Scotia.

                  "Canadian Loan Guaranty" has the meaning assigned to that term
in Section 5.1(b)(iii).

                  "Canadian Notice Address" has the meaning assigned to that
term in Section 2A.5.

                  "Canadian Payment Office" means the office of Canadian
Administrative Agent located at 222 Bay Street, Suite 1100, P.O. Box 64,
Toronto, Ontario, Canada M5K 1E7 or such other office as Canadian Administrative
Agent may designate to Borrowers and the Lenders from time to time.

                  "Canadian Pledge Agreement" has the meaning assigned to that
term in Section 5.1(b)(iv)

                  "Canadian Prime Rate" means, for each day in any period, a
fluctuating interest rate per annum as shall be in effect from time to time,
which rate per annum shall at all times for such day be equal to the higher of
(a) the annual rate of interest announced publicly by Canadian Administrative
Agent and in effect as its prime rate at its principal office in Toronto,
Ontario on such day for determining interest rates on Canadian
Dollar-denominated commercial loans made in Canada and (b) 0.75% per annum above
the average of the rates per annum for Canadian Dollar bankers' acceptances
having a term of 30 days that appears on the display referred to as the "CDOR
Page" (or any display substituted therefor) of Reuter Monitor Money Rates
Service as of 10:00 a.m. (Toronto time) on the date of determination, as
reported by Canadian Administrative Agent (and if such screen is not available,
any successor or similar service as may be selected by Canadian Administrative
Agent).

                  "Canadian Prime Rate Loan" means any Loan which bears interest
at a rate determined with reference to the Canadian Prime Rate.

                  "Canadian Revolver Pro Rata Share" means, when used with
reference to any Canadian Revolving Lender and any described aggregate or total
amount, an amount equal to the result obtained by multiplying such described
aggregate or total amount by a fraction the numerator of which shall be such
Lender's Canadian Revolving Commitment and the denominator of which shall be the
Canadian Revolving Commitments or, if the Canadian Revolver Termination Date has
occurred, such Lender's aggregate outstanding principal amount of Canadian
Revolving Loans.

                  "Canadian Revolver Termination Date" means the earliest to
occur of (i) December 19, 2007 or (ii) such earlier date as the Canadian
Revolving Commitments shall have been terminated or otherwise reduced to $0
pursuant to this Agreement.

                  "Canadian Revolving Commitment" means, with respect to any
Lender, the obligation of such Lender to make Canadian Revolving Loans, as such
commitment may be reduced from time to time pursuant to this Agreement, which
commitment as of the date hereof is the amount set forth opposite such lender's
name on Schedule 1.1(a) hereto under the caption "Amount of Canadian Revolving
Commitment" as the same may be adjusted from time to time pursuant to the terms
hereof and "Canadian Revolving Commitments" means such commitments collectively,
which commitments equal $35,000,000 as of the date hereof.

                  "Canadian Revolving Facility" means the credit facility under
this Agreement evidenced by the Canadian Revolving Commitments and the Canadian
Revolving Loans.

                  "Canadian Revolving Lender" means any Lender which has a
Canadian Revolving Commitment, which prior to any CAM Exchange shall be resident
in Canada for purposes of the ITA, or deemed to be resident in Canada for
purposes of Part XIII of the ITA in respect of any amounts paid or credited to
such Lender under the Canadian Revolving Facility.

                  "Canadian Revolving Loan" and "Canadian Revolving Loans" as
defined in Section 2A.1, including by way of Bankers' Acceptances and B/A
Equivalent Loans, pursuant to Section 2A.1 or Section 2A.9.

                  "Canadian Revolving Note" has the meaning assigned to that
term in Section 2A.2.

                  "Capital Stock" means, with respect to any Person, any and all
common shares, preferred shares, interests, participations, rights in or other
equivalents (however designated) of such Person's capital stock, partnership
interests, membership interests or other equivalent interests and any rights
(other than debt securities convertible into or exchangeable for capital stock),
warrants or options exchangeable for or convertible into such capital stock or
other equity interests.

                  "Capitalized Lease" means, at the time any determination
thereof is to be made, any lease of property, real or personal, in respect of
which the present value of the minimum rental commitment is capitalized on the
balance sheet of the lessee in accordance with GAAP.

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

                  "Cash" means money, currency or the available credit balance
in Dollars, Canadian Dollars, an Alternative Currency or another currency that,
in the opinion of Administrative Agent, is at such time freely transferable and
freely convertible into Dollars in a Deposit Account.

                  "Cash Equivalents" means (i) any evidence of indebtedness,
maturing not more than 180 days after the date of issue, issued by the United
States of America or any instrumentality or agency thereof, the principal,
interest and premium, if any, of which is guaranteed fully by, or backed by the
full faith and credit of, the United States of America, (ii) Dollar, Canadian
Dollar or Alternative Currency denominated (or other foreign currency fully
hedged) time deposits, certificates of deposit and bankers acceptances maturing
not more than 180 days after the date of purchase, issued by (x) any Lender or
(y) a commercial banking institution having, or which is the principal banking
subsidiary of a bank holding company having, combined capital and surplus and
undivided profits of not less than $200,000,000 and a commercial paper rating of
"P-1" (or higher) according to Moody's, "A-1" (or higher) according to S&P or
the equivalent rating by any other nationally recognized rating agency in the
United States (any such bank, an "Approved Bank"), or (z) a non-United States
commercial banking institution which is either currently ranked among the 100
largest banks in the world (by assets, according to the American Banker), has
combined capital and surplus and undivided profits of not less than $500,000,000
or whose commercial paper (or the commercial paper of such bank's holding
company) has a rating of "P-1" (or higher) according to Moody's, "A-1" (or
higher) according to S&P or the equivalent rating by any other nationally
recognized rating agency, (iii) commercial paper, maturing not more than 180
days after the date of purchase, issued or guaranteed by a corporation (other
than Company or any Subsidiary of Company or any of their respective Affiliates)
organized and existing under the laws of any state within the United States of
America with a rating, at the time as of which any determination thereof is to
be made, of "P-1" (or higher) according to Moody's, or "A-1" (or higher)
according to S&P, (iv) demand deposits with any bank or trust company maintained
in the ordinary course of business, (v) repurchase or reverse repurchase
agreements covering obligations of the type specified in clause (i) with a term
of not more than seven days with any Approved Bank and (vi) shares of any money
market mutual fund rated at least AAA or the equivalent thereof by S&P or at
least Aaa or the equivalent thereof by Moody's, including, without limitation,
any such mutual fund managed or advised by any Lender or Administrative Agent.

                  "CDOR Rate" means, on any day, the per annum rate of interest
which is the rate determined as being the arithmetic average of the rates
applicable to Canadian Dollar bankers' acceptances having identical issue and
comparable maturity dates as the Bankers' Acceptances proposed to be issued by
Canadian Borrower displayed and identified as such on the display referred to as
the "CDOR Page" (or any display substituted therefor) of Reuters Monitor Money
Rates Service as at approximately 10:00 a.m. (Toronto time) on such day, or if
such day is not a Business Day, then on the immediately preceding Business Day
(as adjusted by Canadian Administrative Agent in good faith after 10:00 a.m.
(Toronto time) to reflect any error in a posted rate of interest or in the
posted average annual rate of interest); provided, however, if such a rate does
not appear on such CDOR Page, then the CDOR Rate, on any day, shall be the
discount rate quoted by Canadian Administrative Agent (determined as of 10:00
a.m. (Toronto time)) on such day at which Canadian Administrative Agent would
purchase its own bankers acceptances in a comparable face amount and with
comparable maturity dates to the Bankers' Acceptances proposed to be issued by
Canadian Borrower on such day, or if such day is not a Business Day, then on the
immediately preceding Business Day.

                  "Change of Control" means (i) the sale, lease or transfer of
all or substantially all of Company's assets to any Person or group (as such
term is used in Section 13(d)(3) of the Exchange Act), (ii) the liquidation or
dissolution of Company or European Holdco, (iii) any person or group of persons
(within the meaning of the Exchange Act) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the
Exchange Act) of 35% or more of the issued and outstanding shares of Company's
Voting Securities; (iv) during any period of twelve consecutive calendar months,
individuals who at the beginning of such period constituted Company's board of
directors (together with any new directors whose election by Company's board of
directors or whose nomination for election by Company's stockholders was
approved by a vote of at least a majority of the directors then still in office
who either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason other
than death or disability to constitute a majority of the directors then in
office; or (v) any "Change of Control" (as such term is defined in the 2006
Senior Note Indenture, the 2008 Subordinated Note Indenture, the 2012 Senior
Note Indenture or any other Permitted Debt Document related to any Permitted
Refinancing Indebtedness of the foregoing).

                  "Code" means the Internal Revenue Code of 1986, as from time
to time amended, including the regulations promulgated thereunder, or any
successor statute and the regulations promulgated thereunder.

                  "Co-Documentation Agents" means Bank One, NA, Lehman
Commercial Paper Inc. and BNP Paribas.

                  "COLI Policy Advances" of Company or any of its Subsidiaries
shall mean, with respect to any Company Owned Life Insurance Program, policy
loans made to Company or any of its Subsidiaries under life insurance policies
in an amount not in excess of the available cash surrender values of such
policies, which loans are made pursuant to the contractual terms of life
insurance policies issued in connection with a Company Owned Life Insurance
Program.

                  "Collateral" means all "Collateral" as defined in each of the
Security Documents.

                  "Collateral Account" has the meaning assigned to that term in
Section 4.4(a).

                  "Collateral Agent" means DB acting as collateral agent for the
Secured Creditors pursuant to its appointment as Collateral Agent in Section
11.1.

                  "Commitment" means, with respect to each Lender, the aggregate
of the Multicurrency Revolving Commitment, Canadian Revolving Commitment and
Term Commitments of such Lender and "Commitments" means such commitments of all
of the Lenders collectively.

                  "Commitment Fee" has the meaning assigned to that term in
Section 3.2(b).

                  "Commitment Period" means, the period from and including the
date hereof to but not including the Multicurrency Revolver Termination Date or,
in the case of the Swing Line Commitment, five (5) Business Days prior to the
Multicurrency Revolver Termination Date.

                  "Common Stock" means the common stock of Company, no par
value.

                  "Company" has the meaning assigned to that term in the
introduction to this Agreement.

                  "Company Owned Life Insurance Program" means a life insurance
program in which the Company is a participant, pursuant to which the Company is
the owner of whole life policies insuring the lives of certain of its employees.

                  "Company Refinancing" means the repayment in full of all
material indebtedness for money borrowed of Company and its Subsidiaries (other
than the Loans, the Letters of Credit, the 2012 Senior Notes and Indebtedness to
Remain Outstanding).

                  "Company Refinancing Documents" means collectively all
agreements, instruments and documents executed in connection with the Company
Refinancing, including, without limitation, any document or instrument necessary
to release and terminate any and all security interests thereunder.

                  "Compliance Certificate" has the meaning assigned to that term
in Section 7.2(a).

                  "Computation Date" has the meaning assigned to that term in
Section 2.8(a).

                  "Consolidated Assets" means, for any Person, the total assets
of such Person and its Subsidiaries, as determined from a consolidated balance
sheet of such Person and its consolidated Subsidiaries prepared in accordance
with GAAP.

                  "Consolidated Capital Expenditures" means, for Company and its
Subsidiaries, for any period, the aggregate of all expenditures (whether paid in
cash or accrued as liabilities and including in all events all Capitalized Lease
Obligations but excluding any capitalized interest with respect thereto) by
Company and its Subsidiaries during that period that, in conformity with GAAP,
are or are required to be included in the property, plant or equipment reflected
in the consolidated balance sheet of Company.

                  "Consolidated Cash Interest Expense" means, for any period,
(i) Consolidated Interest Expense, but excluding, however, interest expense not
payable in cash, amortization of discount and deferred financing costs; plus or
minus, as the case may be (ii) net amounts paid or received under Interest Rate
Agreements (with cap payments amortized over the life of the cap); and minus
(iii) interest income received in Cash or Cash Equivalents in respect of
Investments permitted hereunder.

                  "Consolidated Debt" means, at any time, (i) all Indebtedness
of Company and its Subsidiaries (other than the BAP Group and any Permitted
Aerospace JV) determined on a consolidated basis in accordance with GAAP and
(ii) the aggregate outstanding amount, without duplication, of Attributable Debt
of Company and its Subsidiaries (other than the BAP Group and any Permitted
Aerospace JV) determined on a consolidated basis.

                  "Consolidated EBITDA" means, for any period, on a consolidated
basis for the Company and its Subsidiaries, the sum of the amounts for such
period, without duplication, of:

                           (i)      Consolidated Net Income,

                  plus     (ii)     Consolidated Interest Expense, to the extent
                                    deducted in computing Consolidated Net
                                    Income,

                  plus     (iii)    charges against income for foreign, federal,
                                    state and local taxes in each case based on
                                    income, to the extent deducted in computing
                                    Consolidated Net Income,

                  plus     (iv)     depreciation expense, to the extent deducted
                                    in computing Consolidated Net Income,

                  plus     (v)      amortization expense, including, without
                                    limitation, amortization of good will and
                                    other intangible assets, fees, costs and
                                    expenses in connection with the execution,
                                    delivery and performance of any of the
                                    Transaction Documents and the consummation
                                    of the Acquisition, and other fees, costs
                                    and expenses in connection with Permitted
                                    Acquisitions, in each case, to the extent
                                    deducted in computing Consolidated Net
                                    Income,

                  minus    (vi)     the gain (or plus the loss) (net of any
                                    tax effect) resulting from the sale of any
                                    capital assets other than in the ordinary
                                    course of business to the extent added
                                    (deducted) in computing Consolidated Net
                                    Income,

                  minus    (vii)    extraordinary or non-cash nonrecurring
                                    after-tax gains (or plus extraordinary or
                                    non-cash nonrecurring after-tax losses) to
                                    the extent added (deducted) in computing
                                    Consolidated Net Income,

                  minus   (viii)    any gain resulting from any write-up
                                    of assets (other than with respect to any
                                    company owned life insurance program) to the
                                    extent added (deducted) in computing
                                    Consolidated Net Income,

                  plus     (ix)     any non-cash charge resulting from any
                                    write-down of assets to the extent deducted
                                    in computing Consolidated Net Income; and

                  plus     (x)      any non-cash restructuring charge to the
                                    extent deducted in computing Consolidated
                                    Net Income;

in each case calculated for the applicable period in conformity with GAAP;
provided, however, Consolidated EBITDA shall be decreased by the amount of any
cash expenditures in such period related to non-cash charges added back to
Consolidated EBITDA during any prior periods; provided, further, however, for
purposes of computing the Fixed Charge Coverage Ratio, Interest Coverage Ratio,
Leverage Ratio, Most Recent Leverage Ratio and Senior Secured Leverage Ratio for
each Test Period ending on or before December 31, 2003, Consolidated EBITDA for
the second, third and fourth fiscal quarters of 2002 shall be deemed to be as
set forth on Schedule 1.1(c).

                  "Consolidated Fixed Charges" means, for any period, for
Company and its Subsidiaries, the sum of (without duplication) (i) Consolidated
Cash Interest Expense, (ii) all scheduled payments of principal on Indebtedness
of Company and its Subsidiaries, including, without limitation, principal
payments in respect of Capitalized Leases, but excluding payments of principal
on the 2006 Senior Notes at maturity thereof to the extent such payments are
permitted pursuant to the terms of this Agreement, (iii) Dividends paid in Cash
by Company and (iv) taxes paid in cash, as each of the foregoing is made during
such period of determination in accordance with GAAP on a consolidated basis.

                  "Consolidated Interest Expense" means, for any period, without
duplication, the sum of the total interest expense (including that attributable
to Capitalized Leases in accordance with GAAP) of Company and its Subsidiaries
on a consolidated basis with respect to all outstanding Indebtedness of Company
and its Subsidiaries, including, without limitation, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, but excluding, however, any amortization of deferred
financing costs, all as determined on a consolidated basis for Company and its
consolidated Subsidiaries in accordance with GAAP plus the interest component of
any lease payment under Attributable Debt transactions paid by Company and its
Subsidiaries on a consolidated basis plus any discount and/or interest component
in respect of a sale of Receivables Facility Assets by Company and its
Subsidiaries regardless of whether such discount or interest would constitute
interest under GAAP.

                  "Consolidated Net Income" and "Consolidated Net Loss" mean,
respectively, with respect to any period, the aggregate of the net income (loss)
of the Person in question for such period, determined in accordance with GAAP on
a consolidated basis, provided that, there shall be excluded (i) the income of
any unconsolidated Subsidiary and any Person in which any other Person (other
than Company or any of the Subsidiaries or any director holding qualifying
shares in compliance with applicable law or any other third party holding a de
minimus number of shares in order to comply with other similar requirements) has
a joint interest, except to the extent of the amount of dividends or other
distributions actually paid to Company or any of its Wholly-Owned Subsidiaries
by such Person during such period and (ii) the cumulative effect of a change in
accounting principles.

                  "Consolidated Secured Debt" means, at any time, without
duplication, the sum of (i) all Indebtedness of Company and its Subsidiaries
secured by any Lien on any property owned by such Person determined on a
consolidated basis in accordance with GAAP and (ii) the aggregate outstanding
amount of Attributable Debt, in each case determined on a consolidated basis.

                  "Consolidated Tangible Assets" means, for any Person, the
total assets of such Person and its Subsidiaries, as determined from a
consolidated balance sheet of such Person and its consolidated Subsidiaries
prepared in accordance with GAAP, but excluding therefrom all items that are
treated as goodwill and other intangible assets under GAAP.

                  "Contaminant" means any material with respect to which any
Environmental Law imposes a duty, obligation or standard of conduct, including
without limitation any pollutant, contaminant (as those terms are defined in 42
U.S.C. ss. 9601(33)), toxic pollutant (as that term is defined in 33 U.S.C. ss.
1362(13)), hazardous substance (as that term is defined in 42 U.S.C.
ss.9601(14)), hazardous chemical (as that term is defined by 29 CFR ss.
1910.1200(c)), hazardous waste (as that term is defined in 42 U.S.C. ss.
6903(5)), or any state, local or other equivalent of such laws and regulations,
including, without limitation, radioactive material, special waste,
polychlorinated biphenyls, asbestos, petroleum, including crude oil or any
petroleum-derived substance, (or any fraction thereof), waste, or breakdown or
decomposition product thereof, mold, bacteria or any constituent of any such
substance or waste, including but not limited to polychlorinated biphenyls and
asbestos.

                  "Contract Period" means the term of a B/A Loan selected by
Canadian Borrower in accordance with Section 2A.5 or Section 2A.6 commencing on
the date of such B/A Loan and expiring on a Business Day which shall be either
30 days, 60 days, 90 days or 180 days (subject to availability) thereafter,
provided that, no Contract Period shall extend beyond the Canadian Revolver
Termination Date.

                  "Contractual Obligation" means, as to any Person, any
provision of any Securities issued by such Person or of any indenture or credit
agreement or any agreement, instrument or other undertaking to which such Person
is a party or by which it or any of its property is bound or to which it may be
subject.

                  "Controlled Group" means the group consisting of (i) any
corporation which is a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Code) as Company; (ii) a
partnership or other trade or business (whether or not incorporated) which is
under common control (within the meaning of Section 414(c) of the Code) with
Company; (iii) a member of the same affiliated service group (within the meaning
of Section 414(m) of the Code) as Company, any corporation described in clause
(i) above or any partnership or trade or business described in clause (ii)
above; or (iv) any other Person which is required to be aggregated with Company
or any of its Subsidiaries pursuant to regulations promulgated under Section
414(o) of the Code.

                  "Controlled Subsidiary" of any Person means a Subsidiary of
such Person (i) ninety percent (90%) or more of the Capital Stock of which
(other than directors' qualifying shares) shall at the time be owned by such
Person or by one or more wholly-owned Subsidiaries of such Person and (ii) of
which such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies, whether through the ownership
of voting securities, by agreement or otherwise.

                  "Credit Event" means the making of any Loan or the issuance of
any Letter of Credit.

                  "Credit Exposure" has the meaning assigned to that term in
Section 12.8(b).

                  "Credit Party" means Company, European Holdco, Canadian
Borrower, Subsidiary Borrowers and any guarantor which may hereafter enter into
a guarantee agreement or a pledge agreement with respect to all or any portion
of the Obligations.

                  "Customary Permitted Liens" means for any Person

                           (i) Liens for taxes, assessments or governmental
charges not yet due and payable or which are being contested in good faith by
appropriate proceedings diligently pursued, provided that, adequate provision
for the payment of all such taxes, assessments or governmental charges known to
such Person has been made on the books of such Person to the extent required by
GAAP or, in the case of a Foreign Subsidiary, generally accepted accounting
principles in effect from time to time in its jurisdiction of organization;

                           (ii) mechanics', suppliers', processor's,
materialmen's, carriers', warehousemen's, workmen's, landlord's and similar
Liens arising by operation of law and arising or created in the ordinary course
of business and securing obligations of such Person that are not overdue for a
period of more than 30 days or are being contested in good faith by appropriate
proceedings diligently pursued, provided that, adequate provision for the
payment of such Liens known to such Person has been made on the books of such
Person to the extent required by GAAP or, in the case of a Foreign Subsidiary,
generally accepted accounting principles in effect from time to time in its
jurisdiction of organization;

                           (iii) Liens arising in connection with worker's
compensation, unemployment insurance, old age pensions and social security
benefits or other similar benefits which are not overdue or are being contested
in good faith by appropriate proceedings diligently pursued, provided that,
adequate provision for the payment of such Liens known to such Person has been
made on the books of such Person to the extent required by GAAP or, in the case
of a Foreign Subsidiary, generally accepted accounting principles in effect from
time to time in its jurisdiction of organization;

                           (iv) (A) Liens incurred or deposits made in the
ordinary course of business to secure the performance of bids, tenders,
statutory obligations, fee and expense arrangements with trustees and fiscal
agents (exclusive of obligations incurred in connection with the borrowing of
money or the payment of the deferred purchase price of property) and customary
deposits granted in the ordinary course of business under Operating Leases and
(B) Liens securing surety, indemnity, performance, appeal, customs and release
bonds, provided that, adequate provision for the payment of all such obligations
has been made on the books of such Person to the extent required by GAAP or, in
the case of a Foreign Subsidiary, generally accepted accounting principles in
effect from time to time in its jurisdiction of organization;

                           (v) Permitted Real Property Encumbrances;

                           (vi) attachment, judgment, writs or warrants of
attachment or other similar Liens arising in connection with court or
arbitration proceedings which do not constitute an Event of Default under
Section 10.1(i);

                           (vii) licenses of patents, trademarks, or other
intellectual property rights granted in the ordinary course of business;

                           (viii) Liens in respect of an agreement to dispose of
any asset, to the extent such disposal is permitted by Section 8.4;

                           (ix) Liens arising due to any cash pooling, netting
or composite accounting arrangements between any one or more of the Borrowers
and any of their Subsidiaries or between any one or more of such entities and
one or more banks or other financial institutions where any such entity
maintains deposits.

                           (x) leases or subleases granted to others not
interfering in any material respect with the business of Company or any of its
Subsidiaries and any interest or title of a lessor, licensor or subleasor under
any lease or license permitted by this Agreement or the Security Documents; and

                           (xi) customary rights of set off, revocation, refund
or chargeback or similar rights under deposit disbursement, concentration
account agreements or under the UCC (or comparable foreign law) or arising by
operation of law of banks or other financial institutions where any Borrower
maintains deposit, disbursement or concentration accounts in the ordinary course
of business permitted by this Agreement.

                  "DB" means Deutsche Bank AG, New York Branch, and its
successors.

                  "DBSI" means Deutsche Bank Securities Inc.

                  "Default Rate" means a variable rate per annum which shall be
two percent (2%) per annum plus either (i) the then applicable interest rate
hereunder in respect of the amount on which the Default Rate is being assessed
or (ii) if there is no such applicable interest rate, the Base Rate plus the
Applicable Base Rate Margin, and with respect to the obligations denominated in
Canadian Dollars, the Canadian Prime Rate plus the Applicable Canadian Prime
Rate Margin, but in no event in excess of that permitted by applicable law.

                  "Defaulting Lender" means any Lender with respect to which a
Lender Default is in effect.

                  "Deposit Account" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

                  "Designated Obligations" means all Obligations of the Credit
Parties in respect of accrued and unpaid (a) principal of and interest on the
Loans (including B/A's, B/A Equivalent Loans and Acceptance Fees with respect
thereto), (b) LC Commissions and (c) Commitment Fees, whether or not the same
shall at the time of any determination be due and payable under the terms of the
Loan Documents.

                  "Discount Proceeds" means in respect of any Bankers'
Acceptance (or, as applicable, any B/A Equivalent Loan) required to be accepted
and purchased by a Canadian Revolving Lender an amount (rounded to the nearest
whole cent with one-half one cent being rounded-up) determined as of the
applicable date of the Canadian Revolving Loan or rollover date for such
Canadian Revolving Loan which is equal to:

                  Face Amount x Price

where "Face Amount" is the face amount of such Bankers' Acceptance (or, as
applicable, the B/A Equivalent Loan) and "Price" is equal to:

                                1
                       -----------------
                       1 + (Rate x Term)
                                   -----
                                    365

where the "Rate" is the Discount Rate expressed as a decimal on the date of the
Canadian Revolving Loan or rollover date for such Canadian Revolving Loan, as
the case may be; the "Term" is the Contract Period of such Bankers' Acceptance
expressed as a number of days; and the Price as so determined is rounded up or
down to the fifth decimal place with .000005 being rounded-up.

                  "Discount Rate" means:

                  (a) with respect to an issue of Bankers' Acceptances accepted
and purchased by a Canadian Revolving Lender that is a Schedule I Bank, the CDOR
Rate; and

                  (b) with respect to an issue of Bankers' Acceptances accepted
and purchased by a Canadian Revolving Lender that is not a Schedule I Bank,
including without limitation, a Schedule II Bank and a Schedule III Bank, the
CDOR Rate plus ten (10) basis points (0.10%).

                  "Dividend" has the meaning assigned to that term on Section
8.5.

                  "Documents" means the Loan Documents and the Transaction
Documents.

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

                  "Dollar Equivalent" means, at any time, (a) as to any amount
denominated in Dollars, the amount thereof at such time, (b) as to any amount
denominated in an Alternative Currency, the equivalent amount in Dollars as
determined by Administrative Agent at such time on the basis of the Exchange
Rate for the purchase of Dollars with such Alternative Currency on the most
recent Computation Date provided for in Section 2.8(a), and (c) as to any amount
denominated in Canadian Dollars, the equivalent in Dollars of such amount
determined by Administrative Agent using the Exchange Rate then in effect.

                  "Domestic Receivables Parent Undertaking Agreement" means that
certain Parent Undertaking Agreement, dated as of December 29, 1997, by Ball
Corporation in favor of Old Line Funding Corp. and Royal Bank of Canada, as such
agreement may be amended, restated or otherwise modified from time to time in
accordance with the terms hereof, or any replacement or substitution therefor.

                  "Domestic Receivables Purchase Agreement" means that certain
Domestic Receivables Purchase Agreement dated as of December 29, 1997, among
Ball Capital Corp., as seller, Company, as servicer, Old Line Funding Corp., a
Delaware corporation, as buyer, and Royal Bank of Canada, as agent, as such
agreement may be amended, restated or otherwise modified from time to time in
accordance with the terms hereof, or any replacement or substitution therefor.

                  "Domestic Receivables Purchase Documents" means the Domestic
Receivables Sale Agreement, the Domestic Receivables Parent Undertaking
Agreement and the Domestic Receivables Purchase Agreement.

                  "Domestic Receivables Sale Agreement" means that certain
Originator Purchase Agreement dated as of December 29, 1997, between Ball Metal
Food Container Corp., Ball Plastic Container Corp., and BMBCC and Ball Capital
Corp., pursuant to which Ball Metal Food Container Corp., Ball Plastic Container
Corp. and BMBCC shall sell to Ball Capital Corp. all of its "Receivables" and
"Related Security" (as such terms are defined therein), as such agreement may be
amended, restated or otherwise modified from time to time in accordance with the
terms hereof, or any replacement or substitution therefor.

                  "Domestic Subsidiary" means any Subsidiary other than a
Foreign Subsidiary.

                  "Drawing" has the meaning set forth in Section 2.10(d)(ii).

                  "Effective Amount" means (a) with respect to any Loans on any
date, the aggregate outstanding principal Dollar Equivalent amount thereof after
giving effect to any Borrowings and prepayments or repayments of Loans occurring
on such date; and (b) with respect to any outstanding LC Obligations on any
date, the Dollar Equivalent amount of such LC Obligations on such date after
giving effect to any issuances of Letters of Credit occurring on such date and
any other changes in the aggregate amount of the LC Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under
any Letters of Credit or any reductions in the maximum amount available for
drawing under Letters of Credit taking effect on such date.

                  "Effective Date" has the meaning assigned to that term in
Section 12.20.

                  "Eligible Assignee" means a commercial bank, financial
institution, financial company, Fund or insurance company in each case, together
with its Affiliates or Related Funds, which extends credit or buys loans in the
ordinary course of its business or any other Person approved by Administrative
Agent and Borrower, such approval not to be unreasonably withheld; provided,
that, prior to any CAM Exchange, no Person shall qualify as an Eligible Assignee
with respect to Credit Exposure under the Canadian Revolving Loans or Canadian
Revolving Commitments unless such Person is either not resident in Canada for
the purpose of the ITA or is not deemed to be resident in Canada for the purpose
of Part XIII of the ITA.

                  "EMU Legislation" means the legislative measures of the
European Union for the introduction of, changeover to, or operation of, the Euro
in one or more member states.

                  "Environmental Claim" means any notice of violation, claim,
suit, demand, abatement order, or other lawful order by any Governmental
Authority or any Person for any damage, personal injury (including sickness,
disease or death), property damage, contribution, cost recovery, or any other
common law claims, indemnity, indirect or consequential damages, damage to the
environment, nuisance, cost recovery, or any other common law claims, pollution,
contamination or other adverse effects on the environment, human health, or
natural resources, or for fines, penalties, restrictions or injunctive relief,
resulting from or based upon (a) the occurrence or existence of a Release or
substantial threat of a material Release (whether sudden or non-sudden or
accidental or non-accidental) of, or exposure to, any Contaminant in, into or
onto the environment at, in, by, from or related to the Premises or (b) the
violation, or alleged violation, of any Environmental Laws relating to
environmental matters connected with any Borrower's operations or any Premises.

                  "Environmental Laws" means any and all applicable foreign,
federal, state or local laws, statutes, ordinances, codes, rules, regulations,
orders, decrees, judgments, directives, or Environmental Permits relating to the
protection of health, safety or the environment, including, but not limited to,
the following statutes as now written and hereafter amended: the Water Pollution
Control Act, as codified in 33 U.S.C. ss. 1251 et seq., the Clean Air Act, as
codified in 42 U.S.C. ss. 7401 et seq., the Toxic Substances Control Act, as
codified in 15 U.S.C. ss. 2601 et seq., the Solid Waste Disposal Act, as
codified in 42 U.S.C. ss. 6901 et seq., the Comprehensive Environmental
Response, Compensation and Liability Act, as codified in 42 U.S.C. ss. 9601 et
seq., the Emergency Planning and Community Right-to-Know Act of 1986, as
codified in 42 U.S.C. ss. 11001 et seq., and the Safe Drinking Water Act, as
codified in 42 U.S.C. ss. 300f et seq., the Canadian Environmental Protection
Act (Canada), the Fisheries Act (Canada) and the Waste Management Act (British
Columbia) and any related regulations, as well as all provincial, state, local
or other equivalents.

                  "Environmental Lien" means a Lien in favor of any Governmental
Authority for (i) any liability under Environmental Laws, or licenses,
authorizations, or directions of any Government Authority or court, or (ii)
damages relating to, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

                  "Environmental Permits" means any and all permits, licenses,
certificates, authorizations or approvals of any Governmental Authority required
by Environmental Laws and necessary or reasonably required for the current and
anticipated future operation of the business of Company or any Subsidiary of
Company.

                  "Environmental Study" means those certain environmental
assessments, and documents upon which such assessments are based, prepared by an
environmental consulting firm acceptable to Administrative Agent with regard to
the existing and potential liability of any Credit Party with respect to any
environmental matters, including a review of compliance with Environmental Laws.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as from time to time amended.

                  "ERISA Affiliate" means, with respect to any Person, any trade
or business (whether or not incorporated) which, together with such Person, is
under common control as described in Section 414(c) of the Code or is a member
of a "controlled group", as defined in Section 414(b) of the Code which includes
such Person. Unless otherwise qualified, all references to an "ERISA Affiliate"
in this Agreement shall refer to an ERISA Affiliate of Company or any
Subsidiary.

                  "Euro" means the lawful currency adopted by or which is
adopted by participating member states of the European Community relating to
Economic and Monetary Union.

                  "Eurocurrency Loan" means any Loan bearing interest at a rate
determined by reference to the Eurocurrency Rate.

                  "Eurocurrency Rate" shall mean the aggregate of (1) and (2)
below:

1.

         (a)      in the case of Dollar denominated loans, (i) the rate per
                  annum equal to the rate determined by Administrative Agent to
                  be the offered rate that appears on the Telerate Screen that
                  displays an average British Bankers Association Interest
                  Settlement Rate for deposits in Dollars (for delivery on the
                  first day of such interest period) with a term equivalent to
                  such interest period, determined as of approximately 11:00
                  a.m. (London time) on the applicable Interest Rate
                  Determination Date and, in the event such rate is not
                  available, (ii) the arithmetic average (rounded up to the
                  nearest 1/100th of 1%) of the offered quotation in the
                  interbank eurodollar market by the Reference Lenders to first
                  class banks for Dollar deposits of amounts in immediately
                  available funds with a term equivalent comparable to the
                  interest period for which a Eurocurrency Rate is determined,
                  as of 11:00 a.m. (London time) on the applicable Interest Rate
                  Determination Date; or

         (b)      in the case of Euro denominated loans, (i) the rate per annum
                  equal to the rate determined by Administrative Agent to be the
                  offered rate that appears on the appropriate page of the
                  Telerate Screen that displays EURIBOR (for delivery on the
                  first day of such interest period) with a term equivalent to
                  such interest period, determined as of approximately 11:00
                  a.m. (London time) on the applicable Interest Rate
                  Determination Date and, in the event such rate is not
                  available, (ii) the arithmetic average (rounded up to the
                  nearest 1/100 th of 1%) of the offered quotation in the
                  European interbank market by the Reference Lenders for Euro
                  deposits of amounts in immediately available funds with a term
                  equivalent comparable to the interest period for which a
                  Eurocurrency Rate is determined, as of 11:00 a.m. (London
                  time) on the applicable Interest Rate Determination Date; or

         (c)      in the case of Sterling denominated loans, (i) the rate per
                  annum equal to the rate determined by Administrative Agent to
                  be the offered rate that appears on the appropriate page of
                  the Telerate Screen that displays LIBOR (for delivery on the
                  first day of such interest period) with a term equivalent to
                  such interest period, determined as of approximately 11:00
                  a.m. (London time) on the applicable Interest Rate
                  Determination Date and, in the event such rate is not
                  available, (ii) the arithmetic average (rounded up to the
                  nearest 1/100 th of 1%) of the offered quotation in the London
                  interbank market by the Reference Lenders for Sterling
                  deposits of amounts in immediately available funds with a term
                  equivalent comparable to the interest period for which a
                  Eurocurrency Rate is determined, as of 11:00 a.m. (London
                  time) on the applicable Interest Rate Determination Date; and

2.       the then current Eurocurrency Reserve Requirements.

                  "Eurocurrency Reserve Requirements" means, for any day as
applied to a Eurocurrency Loan, the aggregate (without duplication) of the
maximum rates (expressed as a decimal fraction) of reserve liquid asset or
similar requirements in effect on such day (including, without limitation,
basic, supplemental, marginal and emergency reserves under any regulations of
the Board or other Governmental Authority having jurisdiction with respect
thereto), including without limitation, under regulations issued from time to
time by (a) the Board, (b) any Governmental Authority of the jurisdiction of the
relevant currency or (c) any Governmental Authority of any jurisdiction in which
advances in such currency are made to which banks in any jurisdiction are
subject for any category of deposits or liabilities customarily used to fund
loans in such currency or by reference to which interest rates applicable to
loans in such currency are determined, including the cost to the Lenders of
complying with mandatory liquid asset and special deposit requirements, if any,
of the Bank of England and/or the Financial Services Authority or the European
Central Bank or any successor body exercising their functions in this respect.

                  "European Loan Guaranty" is defined on Schedule 5.1(c)

                  "European Permitted Receivables Transfer" means (i) a sale or
other transfer (including by way of subrogation under Article 1250-1 of the
French Civil Code) by Schmalbach and/or Continental Can Company Limited to
Interprise of "Receivables" and "Related Security" under and as such terms are
defined in the European Receivables Purchase Agreements, in accordance with the
terms of the European Receivables Purchase Agreements and (ii) a transfer by way
of subrogation under Article 1250-1 of the French Civil Code by Continental Can
France S.A.S. to Continental Can Company, Ltd. of "Receivables" and "Related
Security" under and as such terms are defined in the French Receivables
Subrogation Agreement to Continental Can Company Limited in accordance with the
terms of the French Receivables Subrogation Agreement.

                  "European Pledge Agreement" is defined on Schedule 5.1(c).

                  "European Receivables Purchase Agreements" means the French
Onward Subrogation Agreement, the German Receivables Purchase Agreement and the
UK Receivables Purchase Agreement.

                  "European Receivables Purchase Documents" means the French
Receivables Subrogation Agreement, the European Receivables Purchase Agreements
and the Schmalbach Guarantee Agreement.

                  "European Swing Line Lender" means Deutsche Bank, AG, London
Branch or Affiliate of DB in such capacity.

                  "European Swing Line Loans" has the meaning assigned to that
term in Section 2.1(c)(i)(2).

                  "European Swing Line Note" has the meaning assigned to that
term in Section 2.2(a).

                  "Event of Default" has the meaning assigned to that term in
Section 10.1.

                  "Excess Cash Flow" means, for any period, an amount equal to
the Company's and its Subsidiaries' consolidated:

                           (i)      Consolidated EBITDA for such period,

                  minus    (ii)     foreign, federal, state and local taxes in
                                    each case based on income paid in cash for
                                    such period,

                  minus    (iii)    Consolidated Capital Expenditures paid in
                                    cash during such period to the extent not
                                    financed by Indebtedness (including
                                    Capitalized Lease Obligations but
                                    excluding Loans hereunder or under
                                    overdraft lines permitted by this
                                    Agreement),

                  minus    (iv)     Dividends paid in cash by Company during
                                    such period to the extent  permitted
                                    pursuant to Section 8.5,

                  minus    (v)      Consolidated Cash Interest Expense during
                                    such period,

                  minus    (vi)     scheduled amortization of the principal
                                    portion of the Term Loans and of the
                                    principal portion of all other Indebtedness
                                    of the Company and its Subsidiaries paid in
                                    cash during such period (other than
                                    repayment of Indebtedness with proceeds of
                                    issuance of other Indebtedness or equity or
                                    equity contributions or with Net Sale
                                    Proceeds or Recovery Events),

                  minus    (vii)    non cash charges added back to Consolidated
                                    EBITDA in a previous period pursuant to
                                    clauses (ix) or (x) of the definition
                                    thereof to the extent any such charge has
                                    become a cash item in the current period,

                  minus    (viii)   for the fiscal years ending on December 31,
                                    2003, December 31, 2004 and December 31,
                                    2005, the cash portion of any cash
                                    rationalization cost with respect to the
                                    Schmalbach Acquisition as evidenced by the
                                    reduction of the relevant balance sheet
                                    liability of the Company in accordance with
                                    GAAP ("Rationalization Costs"), in an amount
                                    not to exceed $25,000,000 in the aggregate
                                    for the period commencing on the date hereof
                                    through and including December 31, 2005 only
                                    to the extent such Rationalization Costs are
                                    not reflected on the Company's consolidated
                                    income statement as prepared in accordance
                                    with GAAP,

                  minus    (ix)     voluntary prepayments of the principal
                                    portion of the Term Loans, in each case
                                    calculated in accordance with GAAP,

                  plus     (x)      the decrease, if any, in Adjusted Working
                                    Capital from the first day to the last day
                                    of such period,

                  minus   (xi)      the increase, if any, in Adjusted Working
                                    Capital from the first day to the last day
                                    of such period.

                  "Excess Cash Flow Period" means, with respect to the repayment
required on each Excess Cash Payment Date, the immediately preceding Fiscal Year
of Company.

                  "Excess Cash Payment Date" means the date occurring 100 days
after the last day of a Fiscal Year of Company (beginning with its Fiscal Year
ending on December 31, 2003).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended and as codified in 15 U.S.C. 78a et seq., and as hereafter amended.

                  "Exchange Rate" shall mean, on any day, (a) with respect to
conversions between any Alternative Currency (other than Canadian Dollars) and
Dollars, the Spot Rate and (b) with respect to conversions between Canadian
Dollars and Dollars, the spot rate set forth on the Reuters World Currency Page
for Canadian Dollars (or, if not so quoted, the spot rate of exchange quoted for
wholesale transactions made by Canadian Administrative Agent in Toronto,
Ontario) at 12:00 noon (Toronto time), on such day, provided that, if at the
time of any such determination, for any reason, no such spot rate is being
quoted, Administrative Agent or Canadian Administrative Agent, as applicable,
may use any reasonable method it deems applicable to determine such rate, and
such determination shall be conclusive absent manifest error. For purposes of
determining the Exchange Rate in connection with an Alternative Currency
Borrowing such Exchange Rate shall be determined as of the Exchange Rate
Determination Date for such Borrowing. Administrative Agent shall provide
Borrowers with the then current Exchange Rate from time to time upon any
Borrower's request therefor.

                  "Exchange Rate Determination Date" means for purposes of the
determination of the Exchange Rate of any stated amount on any Business Day in
relation to any Alternative Currency Borrowing, the date which is three Business
Days prior to such Borrowing.

                  "Excluded Taxes" means in the case of a Lender or Agent, taxes
imposed on or measured by the overall net income, receipts, net profits or
capital of such Lender or Agent or a branch of such Lender or Agent (including,
branch profits taxes), and franchise taxes imposed on such Lender or Agent by
(i) the jurisdiction in which such Lender or Agent is incorporated or organized
or (ii) the jurisdiction (or political subdivision or taxing authority thereof)
in which such Lender's or Agent's lending office in respect of which payments
under this Agreement are made is located or is otherwise carrying on business.

                  "Existing Credit Agreements" means (i) that certain Long-Term
Credit Agreement dated as of August 10, 1998, as heretofore amended,
supplemented or otherwise modified, among Company, the financial institutions
party thereto, The First National Bank of Chicago, as administrative agent for
such financial institutions, Bank of America National Trust and Savings
Association, as syndication agent, and Lehman Commercial Paper Inc., as
documentation agent, (ii) that certain Short-Term Credit Agreement dated as of
August 10, 1998, as heretofore amended, supplemented or otherwise modified,
among Company, the financial institutions party thereto, The First National Bank
of Chicago, as administrative agent for such financial institutions, Bank of
America National Trust and Savings Association, as syndication agent, and Lehman
Commercial Paper Inc., as documentation agent and (iii) that certain Revolving
Credit Agreement dated as of August 10, 1998, as heretofore amended,
supplemented or otherwise modified, among Ball Packaging Products Canada, Inc.,
Company, as guarantor, the financial institutions party thereto, Bank One
Canada, as agent and Banc One Capital Markets, Inc., as arranger.

                  "Facility" means any of the credit facilities established
under this Agreement.

                  "Facing Agent" means each of DB and any other Lender agreed to
by such Lender, Company and Administrative Agent.

                  "Federal Funds Rate" means on any one day, the rate per annum
equal to the weighted average (rounded upwards, if necessary, to the nearest
1/100th of 1%) of the rate on overnight federal funds transactions with members
of the Federal Reserve System only arranged by federal funds brokers, as
published as of such day by the Federal Reserve Bank of New York, or, if such
rate is not so published, the average of the quotations for such day on such
transactions received by DB from three federal funds brokers of recognized
standing selected by DB.

                  "Fiscal Quarter" has the meaning assigned to that term in
Section 7.13.

                  "Fiscal Year" has the meaning assigned to that term in Section
7.13.

                  "Fixed Charge Coverage Ratio" means, for any period, the ratio
of (i) Consolidated EBITDA minus Consolidated Capital Expenditures to (ii)
Consolidated Fixed Charges for such period.

                   "Foreign Pension Plan" means any plan, fund (including,
without limitation, any super-annuation fund) or other similar program
established or maintained outside of the United States of America by Company or
one or more of its Subsidiaries primarily for the benefit of employees of
Company or such Subsidiaries residing outside the United States of America,
which plan, fund, or similar program provides or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which is not subject to ERISA or the Code.

                  "Foreign Subsidiary" means any Subsidiary that is organized
under the laws of a jurisdiction other than the United States of America or any
state thereof or the District of Columbia.

                  "Former Premises" means, at any time, all real property
formerly owned, leased or operated by Company or any of its Subsidiaries.

                  "French Onward Subrogation Agreement" means that certain
French Onward Subrogation Agreement, dated as of June 27, 2002, by and among
Schmalbach as parent and master servicer, Continental Can Company Limited as
onward seller, Interprise, and Bank One, NA as administrative agent, as such
agreement may be amended, restated or otherwise modified from time to time in
accordance with the terms hereof, or any replacement or substitution therefor.

                  "French Receivables Subrogation Agreement" means that certain
French Receivables Subrogation Agreement, dated as of June 27, 2002, by and
among Schmalbach as offer agent and parent, Continental Can France S.A.S. as
seller and servicer, Continental Can Company Limited as purchaser, and Bank One,
NA as administrative agent, as such agreement may be amended, restated or
otherwise modified from time to time in accordance with the terms hereof, or any
replacement or substitution therefor.

                  "Fund" means a Person that is a fund that invests in senior
loans.

                  "GAAP" means generally accepted accounting principles in the
U.S. as in effect from time to time.

                  "German Receivables Purchase Agreement" means that certain
German Receivables Purchase Agreement, dated as of June 27, 2002, by and among
Schmalbach as seller and servicer, Interprise as purchaser, and Bank One, NA as
agent, as such agreement may be amended, restated or otherwise modified from
time to time in accordance with the terms hereof, or any replacement or
substitution therefor.

                  "Government Acts" has the meaning assigned to that term in
Section 2.10(h).

                  "Governmental Authority" means any nation or government, any
intergovernmental or supranational body, any state or other political
subdivision thereof and any entity lawfully exercising executive, legislative,
judicial, regulatory or administrative functions of government, any securities
exchange and any self-regulatory organization (including the National
Association of Insurance Commissioners).

                  "Guarantee Obligations" means, as to any Person, without
duplication, any direct or indirect contractual obligation of such Person
guaranteeing or intended to guarantee any Indebtedness or Operating Lease,
dividend or other obligation ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent:
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor; (ii) to advance or supply funds (a) for the
purchase or payment of any such primary obligation, or (b) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor; (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation; or (iv) otherwise to assure or hold harmless the owner
of such primary obligation against loss in respect thereof; provided, however,
that the term Guarantee Obligations shall not include any endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation at any time shall be deemed to be an amount
equal to the lesser at such time of (a) the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made or (b)
the maximum amount for which such Person may be liable pursuant to the terms of
the instrument embodying such Guarantee Obligation; or, if not stated or
determinable, the maximum reasonably anticipated liability (assuming full
performance) in respect thereof.

                  "Guaranteed Creditors" means and includes Administrative
Agent, the Lenders and each Lender or an Affiliate of a Lender (even if such
Lender ceases to be a Lender under this Agreement for any reason) which becomes
a party to one or more Interest Rate Agreements or Other Hedging Agreements
entered into by a Borrower (other than Company) or its Subsidiaries.

                  "Guaranteed Obligations" means (i) the principal and interest
(whether such interest is allowed as a claim in a bankruptcy proceeding with
respect to European Holdco, each Subsidiary Borrower and Canadian Borrower or
otherwise) on each Note issued by European Holdco, each Subsidiary Borrower and
Canadian Borrower to each Lender, and all Loans made under this Agreement and
all reimbursement obligations and Unpaid Drawings with respect to Letters of
Credit (other than with respect to Company obligations), together with all other
obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities
(including, without limitation, indemnities, fees and interest thereon) of
European Holdco, each Subsidiary Borrower and Canadian Borrower to such Lender
now existing or hereafter incurred under, arising out of or in connection with
this Agreement or any other Loan Documents and the due performance and
compliance with all terms, conditions and agreements contained in the Loan
Documents by European Holdco, Subsidiary Borrowers and Canadian Borrower, and
(ii) all obligations (including obligations which, but for the automatic stay
under Section 362(a) of the Bankruptcy Code, would become due) of European
Holdco, any Subsidiary Borrower or Canadian Borrower owing under any Interest
Rate Agreement or Other Hedging Agreement entered into by European Holdco, any
Subsidiary Borrower or Canadian Borrower or any of their Subsidiaries with any
Lender or any Affiliate thereof (even if such Lender subsequently ceases to be a
Lender under this Agreement for any reason) so long as such Lender or Affiliate
participates in such Interest Rate Agreement or Other Hedging Agreement, and
their subsequent assigns, if any, whether or not existing or hereafter arising,
and the due performance and compliance with all terms, conditions and agreements
contained therein.

                  "Guarantors" means, collectively, Company and each Person
party to any European Loan Guaranty, Canadian Loan Guaranty and/or United States
Loan Guaranty.

                  "Guaranty" means each European Loan Guaranty, Canadian Loan
Guaranty and United States Loan Guaranty.

                  "Hazardous Materials" means (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar meaning and regulatory
effect; or (c) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any Governmental Authority.

                  "Indebtedness" means, as applied to any Person (without
duplication):

                  (i) all indebtedness of such Person for borrowed money;

                  (ii) the deferred and unpaid balance of the purchase price of
assets or services (other than trade payables and other accrued liabilities
incurred in the ordinary course of business that are not overdue by more than 90
days from the required payment date therefor unless being contested in good
faith) which purchase price is (a) due more than six months from the date of
incurrence of the obligation in respect thereof or (b) evidenced by a note or a
similar written instrument;

                  (iii) all Capitalized Lease Obligations;

                  (iv) all indebtedness secured by any Lien on any property
owned by such Person, whether or not such indebtedness has been assumed by such
Person or is nonrecourse to such Person;

                  (v) notes payable and drafts accepted representing extensions
of credit whether or not representing obligations for borrowed money (other than
such notes or drafts for the deferred purchase price of assets or services which
does not constitute Indebtedness pursuant to clause (ii) above);

                  (vi) indebtedness or obligations of such Person, in each case,
evidenced by bonds, notes or similar written instruments;

                  (vii) the face amount of all letters of credit and bankers'
acceptances issued for the account of such Person, and without duplication, all
drafts drawn thereunder other than, in each case, commercial or standby letters
of credit or the functional equivalent thereof issued in connection with
performance, bid or advance payment obligations incurred in the ordinary course
of business, including, without limitation, performance requirements under
workers compensation or similar laws;

                  (viii) all obligations of such Person under Interest Rate
Agreements or Other Hedging Agreements;

                  (ix) Guarantee Obligations of such Person; and

                  (x) Attributable Debt of such Person;

provided, Indebtedness shall exclude COLI Policy Advances except to the extent
such COLI Policy Advances constitute Indebtedness of Company and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.

                  "Indebtedness to Remain Outstanding" shall have the meaning
assigned to that term in Section 6.5(d).

                  "Indemnified Person" has the meaning assigned to that term in
Section 12.4(b).

                  "Initial Borrowing" means the first Borrowing by certain
Borrowers under this Agreement.

                  "Initial Borrowing Date" means the date of the Initial
Borrowing.

                  "Initial Loan" means the first Loan made by the Lenders under
this Agreement.

                  "Intellectual Property" has the meaning assigned to that term
in Section 6.21.

                  "Intercompany Indebtedness" means Indebtedness of Company or
any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

                  "Interest Coverage Ratio" means, for any period, the ratio of
Consolidated EBITDA to Consolidated Cash Interest Expense for such period.

                  "Interest Payment Date" means (a) as to any Base Rate Loan or
Canadian Prime Rate Loan, each Quarterly Payment Date to occur while such Loan
is outstanding, (b) as to any Eurocurrency Loan having an Interest Period of
three months or less the last day of the Interest Period applicable thereto and
(c) as to any Eurocurrency Loan having an Interest Period longer than three
months, each three (3) month anniversary of the first day of the Interest Period
applicable thereto and the last day of the Interest Period applicable thereto;
provided, however, that, in addition to the foregoing, each of (i) the date upon
which both the Multicurrency Revolving Commitments have been terminated and the
Multicurrency Revolving Loans have been paid in full, (ii) the date upon which
both the Canadian Revolving Commitments have been terminated and the Canadian
Revolving Loans have been paid in full and (iii) the applicable Term Maturity
Date shall be deemed to be an "Interest Payment Date" with respect to any
interest which is then accrued hereunder for such Loan.

                  "Interest Period" has the meaning assigned to that term in
Section 3.4.

                  "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate futures contract, interest rate option contract or other similar agreement
or arrangement to which Company or any Subsidiary is a party.

                  "Interest Rate Determination Date" means the date for
calculating the Eurocurrency Rate for an Interest Period, which date shall be
(i) in the case of any Eurocurrency Loan in Dollars, the second Business Day
prior to first day of the related Interest Period for such Loan or (ii) in the
case of any Eurocurrency Loan in an Alternative Currency, the date on which
quotations would ordinarily be given by prime banks in the relevant interbank
market for deposits in the Applicable Currency for value on the first day of the
related Interest Period for such Eurocurrency Loan; provided, however, that if
for any such Interest Period with respect to an Alternative Currency Loan,
quotations would ordinarily be given on more than one date, the Interest Rate
Determination Date shall be the last of those dates.

                  "Interprise" means International Preferred Securitization
(Interprise) B.V., a company incorporated under the laws of the Netherlands.

                  "Inventory" means, inclusively, all inventory as defined in
the UCC from time to time and all goods, merchandise and other personal property
wherever located, now owned or hereafter acquired by Company or any of its
Subsidiaries of every kind or description which are held for sale or lease or
are furnished or to be furnished under a contract of service or are raw
materials, work-in-process or materials used or consumed or to be used or
consumed in Company's or any of its Subsidiaries' business.

                  "Investment" means, as applied to any Person, (i) any direct
or indirect purchase or other acquisition by that Person of, or a beneficial
interest in, Securities of any other Person, or a capital contribution by that
Person to any other Person (ii) any direct or indirect loan or advance to any
other Person (other than prepaid expenses or Receivable created or acquired in
the ordinary course of business), including all Indebtedness to such Person
arising from a sale of property by such person other than in the ordinary course
of its business (iii) any Acquisition or (iv) any purchase by that Person of a
futures contract or such person otherwise becoming liable for the purchase or
sale of currency or other commodity at a future date in the nature of a futures
contract. The amount of any Investment by any Person on any date of
determination shall be the sum of the value of the gross assets transferred to
or acquired by such Person (including the amount of any liability assumed in
connection with such transfer or acquisition by such Person to the extent such
liability would be reflected on a balance sheet prepared in accordance with
GAAP) plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment, minus the amount of all cash returns of principal or
capital thereon, cash dividends thereon and other cash returns on investment
thereon or liabilities expressly assumed by another Person (other than Company
or another Subsidiary of Company) in connection with the sale of such
Investment. Whenever the term "outstanding" is used in this Agreement with
reference to an Investment, it shall take into account the matters referred to
in the preceding sentence.

                  "IRS" means the United States Internal Revenue Service, or any
successor or analogous organization.

                  "ITA" means the Income Tax Act (Canada), as from time to time
amended, including the regulations proposed or promulgated thereunder, or any
successor statute and the regulations proposed or promulgated thereunder.

                  "LC Commission" has the meaning assigned to that term in
Section 2.10(g)(ii).

                  "LC Obligations" means, at any time, an amount equal to the
sum of (a) the aggregate Stated Amount of the then outstanding Letters of Credit
and (b) the aggregate amount of Unpaid Drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 2.10(f). The LC Obligation of
any Lender at any time shall mean its Multicurrency Revolver Pro Rata Share of
the aggregate LC Obligations outstanding at such time.

                  "LC Participant" has the meaning assigned to that term in
Section 2.10(e).

                  "LC Supportable Indebtedness" means (i) obligations of Company
or its Subsidiaries incurred in the ordinary course of business with respect to
insurance obligations and workers' compensation, surety bonds and other similar
statutory obligations and (ii) such other obligations of Company or any of its
Subsidiaries as are reasonably acceptable to the respective Facing Agent and
otherwise not restricted pursuant to the terms of this Agreement.

                  "Lender" and "Lenders" have the respective meanings assigned
to those terms in the introduction to this Agreement and shall include any
Person that becomes a "Lender" as contemplated by Section 12.8.

                  "Lender Default" means (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.10(f) or (ii) a Lender
having notified in writing Borrowers and/or Administrative Agent that it does
not intend to comply with its obligations under Section 2.10(e) or Section
2.10(f), as a result of any takeover of such Lender by any regulatory authority
or agency.

                  "Letter of Credit Payment" means as applicable (a) all
payments made by the respective Facing Agent pursuant to either a draft or
demand for payment under a Letter of Credit or (b) all payments by Lenders
having Multicurrency Revolving Commitments to such Facing Agent in respect
thereof (whether or not in accordance with their Multicurrency Revolver Pro Rata
Share).

                  "Letter of Credit Request" has the meaning assigned to that
term in Section 2.10(c).

                  "Letters of Credit" is defined in Section 2.10(a).

                  "Leverage Ratio" means, for any period, the ratio of
Consolidated Debt as of the last day of such period to Consolidated EBITDA for
such period.

                  "Lien" means (i) any judgment lien or execution, attachment,
levy, distraint or similar legal process and (ii) any mortgage, pledge,
hypothecation, collateral assignment, security interest, encumbrance, lien
(statutory or otherwise), charge or deposit arrangement (other than a deposit to
a Deposit Account not intended as security) of any kind or other arrangement of
similar effect (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof, any agreement to give
any of the foregoing, or any sale of receivables with recourse against the
seller or any Affiliate of the seller).

                  "Loan" means any Term Loan, Multicurrency Revolving Loan,
Canadian Revolving Loan or Swing Line Loan and "Loans" means all such Loans
collectively.

                  "Loan Documents" means, collectively, this Agreement, the
Notes, each Letter of Credit, each Security Document, each United States Loan
Guaranty, each European Loan Guaranty, each Canadian Loan Guaranty, each
Interest Rate Agreement and Other Hedging Agreement to which any Lender or any
Affiliate of a Lender is a party, and all other agreements, instruments and
documents executed in connection therewith, in each case as the same may at any
time be amended, supplemented, restated or otherwise modified and in effect.

                  "Majority Lenders" of any Facility means those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations of other Facilities under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

                  "Manufacturing Supply Agreement" means that certain
Manufacturing Supply Agreement, dated as of January 1, 1994, by and between
Canadian Borrower and Ball Metal Packaging Sales Corp., a Colorado corporation
and successor by assignment to the Company, as amended, restated, supplemented
and otherwise modified as of the date hereof.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, financial condition, operations or prospects of Company and
its Subsidiaries taken as a whole, (b) the ability of Company or any Subsidiary
to perform, in any material respect, its respective obligations under any Loan
Document to which it is a party, or (c) the validity or enforceability of this
Agreement or any of the Security Documents.

                  "Material Subsidiary" means any Subsidiary of Company, which
either (i) the consolidated total assets of which were more than 3% of the
Company's Consolidated Assets as of the end of the most recently completed
Fiscal Year of Company for which audited financial statements are available or
(ii) the consolidated total revenues of which were more than 7% of Company's
consolidated total revenues for such period; provided that, in the event the
aggregate of the total assets of all Subsidiaries that do not constitute
Material Subsidiaries exceeds 7% of Company's Consolidated Assets as of such
date or the consolidated total revenues of such Subsidiaries exceeds 12% of
Company's consolidated total revenues as of such date, Company (or
Administrative Agent, in the event Company has failed to do so promptly (and in
any event within thirty (30) Business Days) after request therefor by
Administrative Agent) shall, to the extent necessary, designate, on a reasonable
basis, sufficient Subsidiaries (other than members of the BAP Group or any
Permitted Aerospace JV) to be deemed to be "Material Subsidiaries" to eliminate
such excess, and such designated Subsidiaries shall thereafter constitute
Material Subsidiaries. Assets of Foreign Subsidiaries shall be converted into
Dollars at the rates used for purposes of preparing the consolidated balance
sheet of Company included in such audited financial statements.

                  "Maximum Commitment" means, when used with reference to any
Lender, the aggregate of such Lender's Term Commitments, Multicurrency Revolving
Commitment and Canadian Revolving Commitment in the amounts not to exceed those
set forth opposite the name of such Lender on Schedule 1.1(a) hereto, subject to
reduction from time to time in accordance with the terms of this Agreement.

                  "Minimum Borrowing Amount" means (i) with respect to Base Rate
Loans, $1,000,000, (ii) with respect to Eurocurrency Loans, $5,000,000 in the
case of a Borrowing in Dollars, (pound)3,000,000 in the case of a Borrowing in
Sterling and (euro)5,000,000 in the case of a Borrowing in Euros, (iii) with
respect to U.S. Swing Line Loans, $1,000,000, (iv) with respect to European
Swing Line Loans, (pound)500,000 in the case of a Borrowing in Sterling and
(euro)1,000,000 in the case of a Borrowing in Euro, (v) with respect to Canadian
Prime Rate Loans, Cdn.$1,000,000, and (vi) with respect to B/A Loans
Cdn.$5,000,000.

                  "Minimum Borrowing Multiple" means, (i) in the case of a
Borrowing in Dollars, $1,000,000, (ii) in the case of a Borrowing in Euros,
(euro)1,000,000, (iii) in the case of a Borrowing in Sterling (pound)500,000 and
(iv) in the case of a Borrowing in Canadian Dollars, Cdn.$1,000,000.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Most Recent Leverage Ratio" means, at any date, the Leverage
Ratio for the Test Period ending as of the most recently ended Fiscal Quarter
for which financial statements have been delivered to the Lenders pursuant to
Section 7.1; provided, however, that if Company fails to deliver such financial
statements as required by Section 7.1 and further fails to remedy such default
within five days of notice thereof from Administrative Agent, then, without
prejudice to any other rights of any Lender hereunder, the Most Recent Leverage
Ratio shall be deemed to be greater than 3.0 to 1 as of the date such financial
statements were required to be delivered under Section 7.1. Notwithstanding the
foregoing or the provisions of the last sentence of Section 3.3, from the date
hereof to the date six (6) months after the date of the Initial Borrowing
hereunder, the Most Recent Leverage Ratio shall not be less than 3.0 to 1.

                  "Multicurrency Revolver Pro Rata Share" means, when used with
reference to any Multicurrency Revolving Lender and any described aggregate or
total amount, an amount equal to the result obtained by multiplying such
described aggregate or total amount by a fraction the numerator of which shall
be such Multicurrency Revolving Lender's Multicurrency Revolving Commitment or,
if the Multicurrency Revolver Termination Date has occurred, the Effective
Amount of such Multicurrency Revolving Lender's then outstanding Multicurrency
Revolving Loans and the denominator of which shall be the Multicurrency
Revolving Commitments or, if the Multicurrency Revolver Termination Date has
occurred, the Effective Amount of all then outstanding Multicurrency Revolving
Loans.

                  "Multicurrency Revolver Sublimit" means, when used in
reference to Company, the Total Multicurrency Revolving Commitment and when used
in reference to European Holdco or a Subsidiary Borrower, the maximum aggregate
Effective Amount of outstanding Multicurrency Revolving Loans, LC Obligations
and Swing Line Loans permitted to be borrowed by European Holdco or such
Subsidiary Borrower, which amount is set forth on Schedule 1.1(b) attached
hereto.

                  "Multicurrency Revolver Termination Date" means the earliest
to occur of (i) December 19, 2007 or (ii) such earlier date as the Multicurrency
Revolving Commitments shall have been terminated or otherwise reduced to $0
pursuant to this Agreement.

                  "Multicurrency Revolving Commitment" means, with respect to
any Multicurrency Revolving Lender, the obligation of such Multicurrency
Revolving Lender to make Multicurrency Revolving Loans, as such commitment may
be adjusted from time to time pursuant to this Agreement, which commitment as of
the date hereof is the amount set forth opposite such Lender's name on Schedule
1.1(a) hereto under the caption "Amount of Multicurrency Revolving Commitment"
as the same may be adjusted from time to time pursuant to the terms hereof and
"Multicurrency Revolving Commitments" means such commitments collectively, which
commitments equal $415,000,000 in the aggregate as of the date hereof.

                  "Multicurrency Revolving Facility" means the credit facility
under this Agreement evidenced by the Multicurrency Revolving Commitments and
the Multicurrency Revolving Loans.

                  "Multicurrency Revolving Lender" means any Lender which has a
Multicurrency Revolving Commitment or is owed a Multicurrency Revolving Loan (or
a portion thereof).

                  "Multicurrency Revolving Loan" and "Multicurrency Revolving
Loans" have the meanings given in Section 2.1(b).

                  "Multicurrency Revolving Note" has the meaning assigned to
that term in Section 2.2(a).

                  "Multiemployer Plan" means a Plan that is a "multiemployer
plan" as defined in Section 4001(a)(3) of ERISA to which Company or any
Subsidiary of Company or any ERISA Affiliate contributes or has an obligation to
contribute.

                  "Net Offering Proceeds" means the proceeds received from (a)
the issuance of any Capital Stock (or capital contribution with respect to
Capital Stock) or (b) the incurrence of any Indebtedness, in each case net of
the liabilities for reasonably anticipated cash taxes in connection with such
issuance or incurrence, if any, any underwriting, brokerage and other customary
selling commissions incurred in connection with such issuance or incurrence, and
reasonable legal, advisory and other fees and expenses, including, without
limitation, title and recording tax expenses, if any, incurred in connection
with such issuance or incurrence.

                  "Net Sale Proceeds" means, with respect to any Asset
Disposition (including any Aerospace Asset Disposition) the aggregate cash
payments received by Company or any Subsidiary from such Asset Disposition
(including, without limitation, cash received by way of deferred payment
pursuant to a note receivable, conversion of non-cash consideration, cash
payments in respect of purchase price adjustments or otherwise, but only as and
when such cash is received) minus the direct costs and expenses incurred in
connection therewith (including in the case of any Asset Disposition, the
payment of the outstanding principal amount of, premium, if any, and interest on
any Indebtedness (other than hereunder) required to be repaid as a result of
such Asset Disposition); and any provision for taxes in respect thereof made in
accordance with GAAP, provided that, such expenses shall only include taxes to
the extent that taxes are payable in cash in the current year or the following
year as a result of such Asset Disposition. Any proceeds received in a currency
other than Dollars shall, for purposes of the calculation of the amount of Net
Sale Proceeds, be in an amount equal to the Dollar Equivalent thereof as of the
date of receipt thereof by Company or any Subsidiary of Company.

                  "Non-Defaulting Lender" means each Lender which is not a
Defaulting Lender.

                  "Note" means any of the Canadian Revolving Notes, the
Multicurrency Revolving Notes, the Swing Line Note or the Term Notes and "Notes"
means all of such Notes collectively.

                  "Notice Address" shall mean the office of Administrative Agent
located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, or such
other office as Administrative Agent may hereafter designate in writing as such
to the other parties hereto, provided that in the case of all borrowings under
any Term Facility funded in an Alternative Currency and all borrowings in
Alternative Currencies under the Multicurrency Revolving Facility and all
notices relating thereto, the "Notice Office" shall mean the office specified
above, with a copy of the respective notice to be delivered at the same time as
otherwise required pursuant to the terms of this Agreement to the office of
Administrative Agent located at Deutsche Bank AG London Branch, 1 Appold Street,
Broadgate, London EC2A HE, Attention: Loans Agency Department.

                  "Notice of Borrowing" has the meaning assigned to that term in
Section 2.5.

                  "Notice of Canadian Borrowing" has the meaning assigned to
that term in Section 2A.5.

                  "Notice of Canadian Conversion or Continuation" has the
meaning assigned to that term in Section 2A.6.

                  "Notice of Conversion or Continuation" has the meaning
assigned to that term in Section 2.6.

                  "Notice Office" means the office of Administrative Agent
located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, Attn:
Commercial Loan Division, or such other office as Administrative Agent may
designate to Borrowers and the Lenders from time to time and with respect to
Canadian Administrative Agent, 222 Bay Street, Suite 1100, P.O. Box 64, Toronto,
Canada M5K1E7, or such other office as Canadian Administrative Agent may
designate to Borrowers and the Lenders from time to time.

                  "Obligations" means all liabilities and obligations of Company
and its Subsidiaries now or hereafter arising under this Agreement and all of
the other Loan Documents, whether for principal, interest, fees, expenses,
indemnities or otherwise, and whether primary, secondary, direct, indirect,
contingent, fixed or otherwise (including obligations of performance).

                  "Operating Lease" of any Person, means any lease (including,
without limitation, leases which may be terminated by the lessee at any time) of
any property (whether real, personal or mixed) by such Person, as lessee, which
is not a Capitalized Lease.

                  "Organizational Documents" means, with respect to any Person,
such Person's articles or certificate of incorporation, certificate of
amalgamation, memorandum or articles of association, bylaws, partnership
agreement, limited liability company agreement, joint venture agreement or other
similar governing documents and any document setting forth the designation,
amount and/or relative rights, limitations and preferences of any class or
series of such Person's Capital Stock.

                  "Other Hedging Agreement" means any foreign exchange contract,
currency swap agreement, futures contract, commodity agreements, option
contract, synthetic cap or other similar agreement.

                  "Outstanding Letters of Credit" has the meaning assigned to
that term in Section 2.10(j).

                  "Overnight Euro Rate" on any date shall mean the offered
quotation to first-class banks in the London interbank market by European Swing
Line Lender for Euro overnight deposits of amounts in immediately available
funds comparable to the outstanding principal amount of the Euro Swing Line Loan
of European Swing Line Lender as of 11:00 a.m. (London time) on such date,
provided that in the event Administrative Agent has made any determination
pursuant to Section 3.6 in respect of European Swing Line Loans denominated in
Euros, or in the circumstances described in Section 3.6 in respect of European
Swing Line Loans denominated in Euros, the Overnight Euro Rate determined
pursuant to this definition shall instead be the rate determined by European
Swing Line Lender as the all-in-cost of funds for European Swing Line Lender to
fund such Euro Swing Line Loan in each case, plus the Applicable Eurocurrency
Margin for Multicurrency Revolving Loans.

                  "Overnight LIBOR Rate" on any date shall mean the offered
quotation to first-class banks in the London interbank market by European Swing
Line Lender for Sterling overnight deposits of amounts in immediately available
funds comparable to the outstanding principal amount of the European Swing Line
Loan denominated in Sterling of European Swing Line Lender as of 11:00 a.m.
(London time) on such date, provided, that in the event Administrative Agent has
made any determination pursuant to Section 3.6 in respect of European Swing Line
Loans denominated in Sterling, or in the circumstances described in Section 3.6
in respect of European Swing Line Loan, the Overnight LIBOR Rate determined
pursuant to this definition shall instead be the rate determined by European
Swing Line Lender as the all-in-cost of funds for European Swing Line Lender to
fund such European Swing Line Loan, in each case, plus the Applicable
Eurocurrency Margin for Multicurrency Revolving Loans.

                  "Overnight Rate Loan" shall mean each European Swing Line Loan
which bears interest at a rate determined with reference to the Overnight Euro
Rate or the Overnight LIBOR Rate, as applicable based on the Alternative
Currency borrowed.

                  "Participants" has the meaning assigned to that term in
Section 12.8(b).

                  "Participating Subsidiary" means any Subsidiary of Company
that is a participant in a Permitted Accounts Receivable Securitization.

                  "Payment Office" means (a) with respect to Administrative
Agent or U.S. Swing Line Lender, for payments with respect to Dollar-denominated
Loans and, except as provided in clauses (b) and (c) below, all other amounts,
90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, Attn: Commercial
Loan Division, or such other address as Administrative Agent or U.S. Swing Line
Lender, as the case may be, may from time to time specify in accordance with
Section 12.3, (b) with respect to Administrative Agent or European Swing Line
Lender, for payments in any Alternative Currency, such account at such bank or
office in London or such other place as Administrative Agent or European Swing
Line Lender, as the case may be, shall designate by notice to the Person
required to make the relevant payment and (c) with respect to Canadian
Administrative Agent, for payments with respect to Canadian Revolving Loans,
such account at such bank or office in Canada or such other place as Canadian
Administrative Agent shall designate by notice to the Person required to make
the relevant payment.

                  "PBGC" means the Pension Benefit Guaranty Corporation created
by Section 4002(a) of ERISA.

                  "Permitted Accounts Receivable Securitization" means (i) the
receivables financing program evidenced by the European Receivables Purchase
Documents and the receivables financing program evidenced by the Domestic
Receivables Purchase Documents, in each case, together with any amendments,
restatements or other modifications or refinancings permitted by this Agreement,
provided that, the recourse obligations of Company or any of its Subsidiaries
(other than a Receivables Subsidiary) are not increased in any material respect
and such documentation is otherwise on market terms and conditions after giving
effect to such amendment or other modification and (ii) any other receivables
financing program providing for the sale or transfer of Receivables Facility
Assets by Company or its Participating Subsidiaries to a Receivables Subsidiary
in transactions purporting to be sales (and treated as sales for GAAP purposes),
in each case, without any guarantee by Company or any of its Subsidiaries (other
than a Receivables Subsidiary) and otherwise on market terms and conditions.

                  "Permitted Acquisition" means any Acquisition by Company or a
Subsidiary of Company if all of the following conditions are met on the date
such Acquisition is consummated:

                  (a) no Event of Default or Unmatured Event of Default has
occurred and is continuing or would result therefrom;

                  (b) such acquisition has not been preceded by an unsolicited
tender offer for such Person by Company or any of its Affiliates;

                  (c) all transactions related thereto are consummated in
compliance, in all material respects, with applicable Requirements of Law;

                  (d) in the case of any acquisition of any equity interest in
any Person, after giving effect to such acquisition such Person becomes a
Wholly-Owned Subsidiary of Company which is not a member of the BAP Group or any
Permitted Aerospace JV (or with respect to any such Person that does not become
a Wholly-Owned Subsidiary, such Person becomes a Subsidiary of Company, and, to
the extent required by Section 7.12, (i) guarantees the Obligations hereunder
and (ii) grants the security interest contemplated by such Section 7.12);

                  (e) all actions, if any, required to be taken under Section
7.12 with respect to any acquired or newly formed Subsidiary and its property
are taken as and when required under Section 7.12;

                  (f) if the Leverage Ratio (calculated on a Pro Forma Basis for
the period of four Fiscal Quarters ending with the Fiscal Quarter for which
financial statements have most recently been delivered (or were required to be
delivered) under Section 7.1) is greater than 2.85 to 1.0, the aggregate
purchase price (including assumed Indebtedness for money borrowed and
Attributable Debt) of all Acquisitions shall not exceed (a) for any single
transaction or series of related transactions, $200,000,000; and (b) for all
transactions from and after the date hereof, $300,000,000; and

                  (g) if the aggregate Investment for such acquisition is
$50,000,000 or greater (including the maximum value of earn out obligations, if
any): (x) after giving effect thereto on a Pro Forma Basis for the period of
four Fiscal Quarters ending with the Fiscal Quarter for which financial
statements have most recently been delivered (or were required to be delivered)
under Section 7.1, no Event of Default or Unmatured Event of Default would exist
hereunder; (y) there is at least $100,000,000 of Available Liquidity and (z) on
or before the date of such acquisition and before Company or any Subsidiary
enters into such acquisition or any agreement therefor (that is not contingent
upon such acquisition being permitted under this Agreement), Company delivers to
Administrative Agent and Lenders a certificate signed on behalf of Company by
the Chief Financial Officer or Treasurer of Company attaching financial
statements of the business or Person to be acquired, including income statements
or statements of cash flows and, if available, balance sheet statements for at
least the fiscal year or the four fiscal quarters then most recently ended,
together with pro forma financial statements supporting the calculations
required by clauses (x) and (y) hereof, if applicable, certified on behalf of
Company by the Chief Financial Officer or Treasurer of Company to the best of
his or her knowledge.

                  "Permitted Additional Indebtedness" has the meaning assigned
to that term in Section 8.2(d).

                  "Permitted Aerospace JV" means a Person (together with its
Subsidiaries, if any) organized by the Company or Ball Aerospace and one or more
third parties for the purpose, among other things, of conducting the Aerospace
Business regardless of whether such Person is a subsidiary, a joint venture or a
minority-owned Person provided that (i) such Person shall not be a Controlled
Subsidiary and (ii) to the extent the assets (net of cash proceeds) transferred
by Company and its Subsidiaries to such Permitted Aerospace JV were more than 3%
of Company's Consolidated Assets as of the end of the most recently completed
Fiscal Year of Company for which audited financial statements are available or
the business transferred by Company and its Subsidiaries to such Permitted
Aerospace JV accounted for more than 7% of Company's consolidated total revenues
for such period, all of the Capital Stock of such Person owned by the Company
and its Subsidiaries shall, promptly and in any event within sixty (60) days, be
pledged as collateral to Collateral Agent for the benefit of the Secured
Creditors.

                  "Permitted Covenant" means (i) any periodic reporting
covenant, (ii) any covenant restricting payments by Company with respect to any
securities of Company which are junior to the Permitted Preferred Stock, (iii)
any covenant the default of which can only result in an increase in the amount
of any redemption price, repayment amount, dividend rate or interest rate, (iv)
any covenant providing board observance rights with respect to Company's board
of directors and (v) any other covenant that does not adversely affect the
interests of the Lenders (as reasonably determined by Administrative Agent).

                  "Permitted Debt Documents" means, collectively, the 2006
Senior Note Documents, the 2008 Subordinated Note Documents, the 2012 Senior
Note Documents and any other documents evidencing, guaranteeing or otherwise
governing Permitted Additional Indebtedness or Permitted Refinancing
Indebtedness of any of the foregoing.

                  "Permitted Guarantee Obligations" means (i) Guarantee
Obligations of Company or any of its Subsidiaries of obligations of any Person
under leases, supply contracts and other contracts or warranties and
indemnities, in each case, not constituting Indebtedness of such Person, which
have been or are undertaken or made in the ordinary course of business by
Company or any of its Subsidiaries (including, without limitation, guarantees of
leases and supply contracts entered into in the ordinary course of business),
(ii) Guarantee Obligations arising under the Transaction Documents, (iii)
Guarantee Obligations of any Credit Party with respect to Indebtedness permitted
under Section 8.2 (other than clauses (b), (f), (g) and (j) of such Section) of
any other Credit Party, provided that, to the extent that such Indebtedness is
subordinated to the Obligations, such Guarantee Obligations shall be
subordinated to the Obligations on terms reasonably acceptable to Administrative
Agent, (iv) Guarantee Obligations of any Subsidiary that is not a Credit Party
with respect to Indebtedness permitted under Section 8.2 (other than clauses
(b), (f), (g) and (j) of such Section) of any other Subsidiary that is not a
Credit Party, (v) Guarantee Obligations with respect to surety, appeal and
performance bonds obtained by Company or any of its Subsidiaries in the ordinary
course of business and (vi) additional Guarantee Obligations which (other than
Guarantee Obligations of Indebtedness permitted under Section 8.2(b)) do not
exceed the Dollar Equivalent of $35,000,000 in the aggregate at any time.

                  "Permitted Liens" has the meaning assigned to that term in
Section 8.1.

                  "Permitted Preferred Stock" means any preferred stock of
Company (or any equity security of Company that is convertible or exchangeable
into any preferred stock of Company), so long as the terms of any such preferred
stock or equity security of Company (i) do not provide any collateral security,
(ii) do not provide any guaranty or other support by any Borrower or any
Subsidiaries of any Borrower, (iii) do not contain any mandatory put,
redemption, repayment, sinking fund or other similar provision occurring before
the eighth anniversary of the Effective Date, (iv) do not require the cash
payment of dividends or interest, (v) do not contain any covenants other than
any Permitted Covenant, (vi) do not grant the holders thereof any voting rights
except for (x) voting rights required to be granted to such holders under
applicable law, (y) limited customary voting rights on fundamental matters such
as mergers, consolidations, sales of substantial assets, or liquidations
involving Company and (z) other voting rights to the extent not greater than or
superior to those allocated to Company Common Stock on a per share basis, and
(vii) are otherwise reasonably satisfactory to Administrative Agent.

                  "Permitted Real Property Encumbrances" means (i) as to any
particular real property at any time, such easements, encroachments, covenants,
rights of way, subdivisions, parcelizations, minor defects, irregularities,
encumbrances on title (including leasehold title) or other similar charges or
encumbrances which do not, in the reasonable opinion of Administrative Agent,
materially detract from the value of such real property for the purpose for
which it is held by the owner thereof, (ii) municipal and zoning ordinances and
other land use and environmental regulations, which are not violated in any
material respect by the existing improvements and the present use made by the
owner thereof of the premises, (iii) general real estate taxes and assessments
not yet delinquent or the amount or validity of which are being contested in
good faith by appropriate proceedings diligently pursued, provided that,
adequate provision for the payment of all such taxes known to such Person has
been made on the books of such Person to the extent required by GAAP or, in the
case of a Foreign Subsidiary, generally accepted accounting principles in effect
from time to time in its jurisdiction of organization and (iv) such other items
to which Administrative Agent may consent.

                  "Permitted Receivables Transfer" means (i) a sale or other
transfer by Ball Metal Food Container Corp., Ball Plastic Container Corp. and
BMBCC to Ball Capital Corp. of "Receivables" and "Related Security" under and as
such terms are defined in the Domestic Receivables Sale Agreement, in accordance
with the terms of the Domestic Receivables Sale Agreement and/or (ii) a sale by
Ball Capital Corp. to purchasers in accordance with the terms of the Domestic
Receivables Purchase Agreement.

                  "Permitted Refinancing Indebtedness" means a replacement,
renewal, refinancing or extension of any Indebtedness by the Person that
originally incurred such Indebtedness, provided that

                           (i) the principal amount of such Indebtedness (as
determined as of the date of the incurrence of the Indebtedness in accordance
with GAAP) does not exceed the principal amount of the Indebtedness refinanced
thereby on such date plus the amount of accrued and unpaid fees and expenses
incurred in connection with such replacement, renewal, refinancing or extension;

                           (ii) the Weighted Average Life to Maturity of such
Indebtedness is not less than the Weighted Average Life to Maturity of the
Indebtedness being refinanced;

                           (iii) except as permitted in connection with
Permitted Refinancing Indebtedness of the 2006 Senior Notes, such Indebtedness
is not secured by any assets other than those securing such Indebtedness on the
Initial Borrowing Date and is not guaranteed by any Credit Party or any
Subsidiary of any Credit Party except to the extent such Person guaranteed such
Indebtedness being refinanced;

                           (iv) in the case of other indebtedness the Dollar
Equivalent amount which is in excess of $25,000,000, the covenants, defaults and
similar provisions applicable to such Indebtedness, taken as a whole, are no
more restrictive in any material respect than the provisions contained in the
original documentation for such Indebtedness or in this Agreement and do not
conflict in any material respect with the provisions of this Agreement and is
otherwise on market terms and conditions; and

                           (v) (A) in the case of Permitted Refinancing
Indebtedness of the 2006 Senior Notes, (1) such Indebtedness is not Indebtedness
under the Multicurrency Revolving Facility unless the Senior Secured Leverage
Ratio after giving pro forma effect to such Indebtedness would be equal to or
less than 2.25 to 1.00 and Available Liquidity after giving effect to such
incurrence would equal at least $250,000,000 and (2) unless such Indebtedness is
Indebtedness under this Agreement, the scheduled maturity date shall not be
earlier than, nor shall any amortization commence, prior to the date that is one
year after the latest Term Loan Maturity Date; and

                  (B) in the case of Permitted Refinancing Indebtedness of the
2008 Subordinated Notes, (1) such Indebtedness is unsecured, (2) such
Indebtedness is subordinated to the Obligations on terms and conditions not
less, taken as a whole, favorable to the Lenders than the 2008 Subordinated
Notes unless the Leverage Ratio after giving pro forma effect to the incurrence
of such Indebtedness would be equal to or less than 3.00 to 1.00, in which case
such Indebtedness may rank pari passu in right of payment to the Facilities and
(3) the scheduled maturity date shall not be earlier than, nor shall any
amortization commence, prior to the date that is one year after the latest Term
Loan Maturity Date.

                  "Person" means an individual or a corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "Plan" means any plan described in Section 4021(a) of ERISA
and not excluded pursuant to Section 4021(b) thereof, which is or has, within
the preceding six years, been established or maintained, or to which
contributions are being or have been, within the preceding six years, made, by
Company, any Subsidiary or any ERISA Affiliates.

                  "Plan Administrator" has the meaning assigned to the term
"administrator" in Section 3(16)(A) of ERISA.

                  "Plan Sponsor" has the meaning assigned to the term "plan
sponsor" in Section 3(16)(B) of ERISA.

                  "Pledge Agreements" means, once executed and delivered, each
Canadian Pledge Agreement, European Pledge Agreement and United States Pledge
Agreement.

                  "Pledged Securities" means all of the Pledged Securities as
defined in the Pledge Agreements.

                  "Premises" means, at any time any real estate then owned,
leased or operated by Company or any of its Subsidiaries.

                  "Pro Forma Balance Sheet" has the meaning assigned to that
term in Section 6.5(a).

                  "Pro Forma Basis" means, (a) with respect to the preparation
of pro forma financial statements for purposes of the tests set forth in the
definition of Permitted Acquisitions and for any other purpose relating to a
Permitted Acquisition, pro forma on the basis that (i) any Indebtedness incurred
or assumed in connection with such Acquisition was incurred or assumed on the
first day of the applicable period, (ii) if such Indebtedness bears a floating
interest rate, such interest shall be paid over the pro forma period at the rate
in effect on the date of such Acquisition, and (iii) all income and expense
associated with the assets or entity acquired in connection with such
Acquisition (other than the fees, costs and expenses associated with the
consummation of such Acquisition) for the most recently ended four fiscal
quarter period for which such income and expense amounts are available shall be
treated as being earned or incurred by Company over the applicable period on a
pro forma basis without giving effect to any cost savings other than Pro Forma
Cost Savings, (b) with respect to the preparation of a pro forma financial
statement for any purpose relating to an Asset Disposition, pro forma on the
basis that (i) any Indebtedness prepaid out of the proceeds of such Asset
Disposition shall be deemed to have been prepaid as of the first day of the
applicable Test Period, and (ii) all income and expense (other than such
expenses as Company, in good faith, estimates will not be reduced or eliminated
as a consequence of such Asset Disposition) associated with the assets or entity
disposed of in connection with such Asset Disposition shall be deemed to have
been eliminated as of the first day of the applicable Test Period and (c) with
respect to the preparation of pro forma financial statements for any purpose
relating to an incurrence of Indebtedness, pro forma on the basis that (i) any
Indebtedness incurred or assumed in connection with such incurrence of
Indebtedness was incurred or assumed on the first day of the applicable period,
(ii) if such incurrence of Indebtedness bears a floating interest rate, such
interest shall be paid over the pro forma period at the rate in effect on the
date of the incurrence of such Indebtedness, and (iii) all income and expense
associated with the assets or entity acquired in connection with the incurrence
of Indebtedness (other than the fees, costs and expenses associated with the
consummation of such incurrence of Indebtedness) for the most recently ended
four fiscal quarter period for which such income and expense amounts are
available shall be treated as being earned or incurred by Company over the
applicable period on a pro forma basis without giving effect to any cost savings
other than Pro Forma Cost Savings.

                  "Pro Forma Cost Savings" means with respect to any Permitted
Acquisition, if requested by Company pursuant to the succeeding sentence, the
amount of factually supportable and identifiable pro forma cost savings directly
attributable to operational efficiencies expected to be created by Company with
respect to such Permitted Acquisition which efficiencies can be reasonably
computed (based on the four (4) fiscal quarters immediately preceding the date
of such proposed acquisition) and are approved by Administrative Agent in its
sole discretion acting in good faith. If Company desires to have, with respect
to any Permitted Acquisition, the amount of pro forma cost savings directly
attributable to the aforementioned operational efficiencies treated as part of
the term Pro Forma Cost Savings, then Company shall so notify Administrative
Agent and provide written detail with respect thereto not less than five (5)
Business Days prior to the proposed date of consummation of such Permitted
Acquisition.

                  "Pro Rata Share" means, when used with reference to any Lender
and any described aggregate or total amount of any Facility or Facilities, an
amount equal to the result obtained by multiplying such described aggregate or
total amount by a fraction the numerator of which shall be such Lender's Maximum
Commitment with respect to such Facility or Facilities and the denominator of
which shall be the Total Commitment with respect to such Facility or Facilities
or, if no Commitments are then outstanding, such Lender's aggregate Loans to the
total Loans and Obligations hereunder with respect to such Facility.

                  "Projections" has the meaning assigned to that term in Section
6.5(e).

                  "Quarterly Payment Date" means the last Business Day of each
March, June, September and December of each year commencing March 31, 2003.

                  "Receivable(s)" means and includes all of Company's and its
Subsidiaries' presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of Company and its
Subsidiaries to payment for goods sold or leased or for services rendered
(except those evidenced by instruments or chattel paper), whether or not they
have been earned by performance, and all rights in any merchandise or goods
which any of the same may represent, and all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any right of stoppage in transit.

                  "Receivables Documents" shall mean all documentation relating
to any Permitted Accounts Receivable Securitization.

                  "Receivables Facility Assets" shall mean all Receivables
(whether now existing or arising in the future) of Company or any of its
Subsidiaries which are transferred pursuant to a Permitted Accounts Receivable
Securitization, and any assets related thereto, including without limitation (i)
all collateral given by the respective account debtor or on its behalf (but not
by Company or any of its Subsidiaries) securing such Receivables, (ii) all
contracts and all guarantees (but not by Company or any of its Subsidiaries) or
other obligations directly related to such Receivables, (iii) other related
assets including those set forth in the Receivables Documents, and (iv) proceeds
of all of the foregoing.

                  "Receivables Facility Attributable Debt" means at any date of
determination thereof in connection with the Receivables Documents, the Domestic
Receivables Purchase Documents or the European Receivables Purchase Documents,
the aggregate net outstanding amount theretofore paid to the applicable seller
of Receivables in respect of the Receivables and related assets sold or
transferred by it in connection with such documents (it being the intent of the
parties that the amount of Receivables Facility Attributable Debt at any time
outstanding approximate as closely as possible the principal amount of
Indebtedness which would be outstanding at such time under the Domestic
Receivables Purchase Agreement or European Receivables Purchase Agreements, as
applicable, if the same were structured as a secured lending agreement rather
than a purchase agreement).

                  "Receivables Subsidiary" means a special purpose, bankruptcy
remote Wholly-Owned Subsidiary of Company which has been or may be formed for
the sole and exclusive purpose of engaging in activities in connection with the
purchase, sale and financing of Receivables in connection with and pursuant to a
Permitted Accounts Receivable Securitization.

                  "Recovery Event" means the receipt by Company (or any of its
Subsidiaries) of any insurance or condemnation proceeds payable (i) by reason of
any theft, physical destruction or damage or any other similar event with
respect to any properties or assets of Company or any of its Subsidiaries, (ii)
by reason of any condemnation, taking, seizing or similar event with respect to
any properties or assets of Company or any of its Subsidiaries or (iii) under
any policy of insurance required to be maintained under Section 7.8; provided,
however, that in no event shall payments made under business interruption
insurance constitute a Recovery Event.

                   "Reference Lenders" mean DB and Bank of America, N.A.

                  "Refunded Swing Line Loans" has the meaning assigned to that
term in Section 2.1(c)(ii).

                  "Register" has the meaning assigned to that term in Section
12.14.

                  "Regulation D" means Regulation D of the Board as from time to
time in effect and any successor provision to all or a portion thereof
establishing reserve requirements.

                  "Related Fund" means, with respect to any Lender which is a
Fund, any other Fund that is administered or managed by the same investment
advisor of such Lender or by an Affiliate of such investment advisor.

                  "Release" means any release, spill, emission, leaking,
pumping, pouring, emptying, dumping, injection, deposit, disposal, discharge,
dispersal, escape, leaching or migration into the environment or into or out of
any property of Company or its Subsidiaries, or at any other location, including
any location to which Company or any Subsidiary has transported or arranged for
the transportation of any Contaminant, including the movement of Contaminants
through or in the air, soil, surface water, groundwater or property of Company
or its Subsidiaries or at any other location, including any location to which
Company or any Subsidiary has transported or arranged for the transportation of
any Contaminant.

                  "Remedial Action" means actions legally required to (i) clean
up, remove, treat or in any other way address Contaminants in the environment or
(ii) perform pre-response or post-response studies and investigations and
post-response monitoring and care or any other studies, reports or
investigations relating to Contaminants.

                  "Replaced Lender" has the meaning assigned to that term in
Section 3.7.

                  "Replacement Lender" has the meaning assigned to that term in
Section 3.7.

                  "Reportable Event" means a "reportable event" described in
Section 4043(c) of ERISA or in the regulations thereunder with respect to a
Plan, excluding any event for which the thirty (30) day notice requirement has
been waived.

                  "Required Lenders" means Non-Defaulting Lenders the sum of
whose Effective Amount of outstanding Term Loans, Multicurrency Revolving
Commitments and Canadian Revolving Commitments (or, if after the Total
Multicurrency Revolving Commitment or Total Canadian Revolving Commitment, as
applicable, has been terminated, outstanding Multicurrency Revolving Loans and
Multicurrency Revolver Pro Rata Share of outstanding Swing Line Loans and LC
Obligations or Canadian Revolving Loans, as applicable) constitute greater than
50% of the sum of (i) the total Effective Amount of outstanding Term Loans of
Non-Defaulting Lenders, (ii) the Total Multicurrency Revolving Commitment less
the aggregate Multicurrency Revolving Commitments of Defaulting Lenders (or, if
after the Total Multicurrency Revolving Commitment has been terminated, the
total Effective Amount of outstanding Multicurrency Revolving Loans of
Non-Defaulting Lenders and the aggregate Multicurrency Revolver Pro Rata Share
of all Non-Defaulting Lenders of the total outstanding Swing Line Loans and LC
Obligations at such time) and (iii) the Total Canadian Revolving Commitment less
the aggregate Canadian Revolving Commitments of the Defaulting Lenders (or, if
after the Total Canadian Revolving Commitment has been terminated, the total
Effective Amount of outstanding Canadian Revolving Loans of all Non-Defaulting
Lenders at such time).

                  "Requirement of Law" means, as to any Person, any law
(including common law), treaty, rule or regulation or judgment, decree,
determination or award of an arbitrator or a court or other Governmental
Authority, including without limitation, any Environmental Law, in each case
imposing a legal obligation or binding upon such Person or any of its property
or to which such Person or any of its property is subject.

                  "Responsible Officer" means any of the Chairman or Vice
Chairman of the Board of Directors, the President, any Executive Vice President,
any Senior Vice President, the Chief Financial Officer, any Vice President or
the Treasurer of Company or, if applicable, any Subsidiary.

                  "Restricted Investment" means any Investment other than an
Investment permitted by Section 8.7 (other than clause (j) thereof).

                  "Restricted Payment" has the meaning assigned to that term in
Section 8.5.

                  "Returns" has the meaning assigned to that term in Section
6.9(a).
                  "Sale and Leaseback Transaction" means any arrangement,
directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter lease, or
repurchase under an extended purchase contract, conditional sales or other title
retention agreement, the same or similar property.

                  "Schedule I Bank" means a bank that is a Canadian chartered
bank listed on Schedule I under the Bank Act (Canada).

                  "Schedule II Bank" means a bank that is a Canadian chartered
bank listed on Schedule II under the Bank Act (Canada).

                  "Schedule III Bank" means an authorized foreign bank listed on
Schedule III under the Bank Act (Canada).

                  "Scheduled Term Repayments" means, for any Term Facility, the
scheduled principal repayments set forth in the "Scheduled Term Repayments"
definition applicable to such Term Facility.

                  "Scheduled Term A Repayments" means, with respect to the
principal payments on the Term A Loans for each date set forth below, the Euro
and Sterling amounts set forth opposite thereto, as reduced from time to time
pursuant to Sections 4.3 and 4.4:

                             Scheduled Term A              Schedule Term A
Date                         Repayment (Euros)           Repayment (Sterling)
- ----                         -----------------           --------------------

March 31, 2003                (euro)6,000,000              (pound)3,950,000
June 30, 2003                 (euro)6,000,000              (pound)3,950,000
September 30, 2003            (euro)6,000,000              (pound)3,950,000
December 31, 2003             (euro)6,000,000              (pound)3,950,000
March 31, 2004                (euro)6,000,000              (pound)3,950,000
June 30, 2004                 (euro)6,000,000              (pound)3,950,000
September 30, 2004            (euro)6,000,000              (pound)3,950,000
December 31, 2004             (euro)6,000,000              (pound)3,950,000
March 31, 2005                (euro)6,000,000              (pound)3,950,000
June 30, 2005                 (euro)6,000,000              (pound)3,950,000
September 30, 2005            (euro)6,000,000              (pound)3,950,000
December 31, 2005             (euro)6,000,000              (pound)3,950,000
March 31, 2006                (euro)6,000,000              (pound)3,950,000
June 30, 2006                 (euro)6,000,000              (pound)3,950,000
September 30, 2006            (euro)6,000,000              (pound)3,950,000
December 31, 2006             (euro)6,000,000              (pound)3,950,000
March 31, 2007                (euro)6,000,000              (pound)3,950,000
June 30, 2007                 (euro)6,000,000              (pound)3,950,000
September 30, 2007            (euro)6,000,000              (pound)3,950,000
Term A Loan Maturity Date     (euro)6,000,000              (pound)3,950,000

                  "Scheduled Term B Dollar Repayments" means, with respect to
the principal payments on the Term B Dollar Loans for each date set forth below,
the Dollar amount set forth opposite thereto, as reduced from time to time
pursuant to Sections 4.3 and 4.4.

                                                                Scheduled Term B
       Date                                                     Dollar Repayment

       March 31, 2003                                               $875,000
       June 30, 2003                                                $875,000
       September 30, 2003                                           $875,000
       December 31, 2003                                            $875,000
       March 31, 2004                                               $875,000
       June 30, 2004                                                $875,000
       September 30, 2004                                           $875,000
       December 31, 2004                                            $875,000
       March 31, 2005                                               $875,000
       June 30, 2005                                                $875,000
       September 30, 2005                                           $875,000
       December 31, 2005                                            $875,000
       March 31, 2006                                               $875,000
       June 30, 2006                                                $875,000
       September 30, 2006                                           $875,000
       December 31, 2006                                            $875,000
       March 31, 2007                                               $875,000
       June 30, 2007                                                $875,000
       September 30, 2007                                           $875,000
       December 31, 2007                                            $875,000
       March 31, 2008                                               $875,000
       June 30, 2008                                                $875,000
       September 30, 2008                                           $875,000
       December 31, 2008                                            $875,000
       March 31, 2009                                               $875,000
       June 30, 2009                                                $875,000
       September 30, 2009                                           $875,000
       Term B Dollar Loan Maturity Date                           $326,375,000

                  "Scheduled Term B Euro Repayments" means, with respect to the
principal payments on the Term B Euro Loans for each date set forth below, the
Euro amount set forth opposite thereto, as reduced from time to time pursuant to
Sections 4.3 and 4.4:

                                                           Scheduled Term B Euro
       Date                                                     Repayment

       March 31, 2003                                         (euro)735,000
       June 30, 2003                                          (euro)735,000
       September 30, 2003                                     (euro)735,000
       December 31, 2003                                      (euro)735,000
       March 31, 2004                                         (euro)735,000
       June 30, 2004                                          (euro)735,000
       September 30, 2004                                     (euro)735,000
       December 31, 2004                                      (euro)735,000
       March 31, 2005                                         (euro)735,000
       June 30, 2005                                          (euro)735,000
       September 30, 2005                                     (euro)735,000
       December 31, 2005                                      (euro)735,000
       March 31, 2006                                         (euro)735,000
       June 30, 2006                                          (euro)735,000
       September 30, 2006                                     (euro)735,000
       December 31, 2006                                      (euro)735,000
       March 31, 2007                                         (euro)735,000
       June 30, 2007                                          (euro)735,000
       September 30, 2007                                     (euro)735,000
       December 31, 2007                                      (euro)735,000
       March 31, 2008                                         (euro)735,000
       June 30, 2008                                          (euro)735,000
       September 30, 2008                                     (euro)735,000
       December 31, 2008                                      (euro)735,000
       March 31, 2009                                         (euro)735,000
       June 30, 2009                                          (euro)735,000
       September 30, 2009                                     (euro)735,000
       Term B Euro Loan Maturity Date                       (euro)274,155,000

                   "Schmalbach" means Schmalbach-Lubeca GmbH, a corporation
organized under the laws of Germany.

                  "Schmalbach Acquisition" means, collectively, each respective
Acquisition by Company and/or any of its Subsidiaries, as the case may be, of
all of the Capital Stock of Schmalbach (after its conversion to a German Limited
Liability Company) and/or each of its direct and indirect operating
subsidiaries.

                  "Schmalbach Guarantee Agreement" means that certain Guarantee
Agreement, dated as of December 21, 2000, by and between Schmalbach and
Interprise, as such agreement has been amended by that certain Amendment and
Restatement Agreement, dated as of June 27, 2001, by and between Schmalbach and
Interprise, and as such agreement may be amended, restated or otherwise modified
from time to time in accordance with the terms hereof, or any replacement or
substitution therefor.

                  "Schmalbach Refinancing" means the repayment in full of all
material indebtedness for money borrowed of Schmalbach and its Subsidiaries
(other than Indebtedness to Remain Outstanding).

                  "Schmalbach Refinancing Documents" means, collectively all
agreements, instruments and documents executed in connection with the Schmalbach
Refinancing, including, without limitation, any document or instrument necessary
to release and terminate any and all security interests thereunder.

                  "SEC" means the Securities and Exchange Commission or any
successor thereto.

                  "Secured Creditors" has the meaning provided in the respective
Security Documents to the extent defined therein and shall include any Person
who is granted a security interest pursuant to any Loan Document.

                  "Securities" means any stock, shares, voting trust
certificates, bonds, debentures, options, warrants, notes, or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities" or any certificates of
interest, shares or participations in temporary or interim certificates for the
purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.

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

                  "Security Documents" means, collectively the Pledge
Agreements, and all other documents executed in connection therewith to effect
the Pledge Agreements, in each case as the same may at any time be amended,
supplemented, restated or otherwise modified and in effect. For purposes of this
Agreement, "Security Documents" shall also include all pledge agreements and
other documents executed in connection therewith to effect such pledge
agreements entered into by Company or any Subsidiary of Company after the date
of this Agreement in favor of Collateral Agent for the benefit of the Secured
Creditors, in each case as the same may at any time be amended, supplemented,
restated or otherwise modified and in effect.

                  "Senior Secured Leverage Ratio" means for any Test Period, the
ratio of Consolidated Secured Debt as of the last day of such Test Period to
Consolidated EBITDA for such Test Period.

                  "S&P" means Standard & Poor's Corporation or any successor to
the rating agency business thereof.

                  "Spot Rate" means, for any currency at any date, the rate
quoted by DB as the spot rate for the purchase by DB of such currency with
another currency through its foreign exchange trading office at approximately
11:00 a.m. (New York City time) for delivery two (2) Business Days later.

                  "Stated Amount" or "Stated Amounts" means (i) with respect to
any Letter of Credit issued in Dollars, the stated or face amount of such Letter
of Credit to the extent available at the time for drawing (subject to
presentment of all requisite documents), and (ii) with respect to any Letter of
Credit issued in any currency other than Dollars, the Dollar Equivalent of the
stated or face amount of such Letter of Credit to the extent available at the
time for drawing (subject to presentment of all requisite documents), in either
case as the same may be increased or decreased from time to time in accordance
with the terms of such Letter of Credit.

                  "Sterling" means the lawful currency of the United Kingdom.

                  "Subsidiary" of any Person means any corporation, partnership
(limited or general), limited liability company, trust or other entity of which
a majority of the stock (or equivalent ownership or equity interest) having
voting power to elect a majority of the board of directors (if a corporation) or
to select the trustee or equivalent managing body or controlling interest,
shall, at the time such reference becomes operative, be directly or indirectly
owned or controlled by such Person or one or more of the other subsidiaries of
such Person or any combination thereof. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement (a) shall
refer to a Subsidiary or Subsidiaries of Company and (b) shall not include (i)
members of the BAP Group and (ii) any Permitted Aerospace JV.

                  "Subsidiary Borrower" means each Foreign Subsidiary listed as
a Subsidiary Borrower in Schedule 1.1(d) as amended from time to time in
accordance with Section 12.1(b).

                  "Supermajority Lenders" means Non-Defaulting Lenders the sum
of whose Effective Amount of outstanding Term Loans, Multicurrency Revolving
Commitments and Canadian Revolving Commitments (or, if after the Total
Multicurrency Revolving Commitment or Total Canadian Revolving Commitment, as
applicable, has been terminated, outstanding Multicurrency Revolving Loans and
Multicurrency Revolver Pro Rata Share of outstanding Swing Line Loans and LC
Obligations or Canadian Revolving Loans, as applicable) constitute greater than
66-2/3% of the sum of (i) the total Effective Amount of outstanding Term Loans
of Non-Defaulting Lenders, (ii) the Total Multicurrency Revolving Commitment
less the aggregate Multicurrency Revolving Commitments of Defaulting Lenders
(or, if after the Total Multicurrency Revolving Commitment has been terminated,
the total Effective Amount of outstanding Multicurrency Revolving Loans of
Non-Defaulting Lenders and the aggregate Multicurrency Revolver Pro Rata Share
of all Non-Defaulting Lenders of the total Effective Amount of outstanding Swing
Line Loans and LC Obligations at such time) and (iii) the Total Canadian
Revolving Commitment less the aggregate Canadian Revolving Commitments of the
Defaulting Lenders (or, if after the Total Canadian Revolving Commitment has
been terminated, the total Effective Amount of outstanding Canadian Revolving
Loans of all Non-Defaulting Lenders at such time).

                  "Swing Line Commitment" means, with respect to the U.S. Swing
Line Lender or European Swing Line Lender, as applicable, at any date, the
obligation of such lender to make Swing Line Loans pursuant to Section 2.1(c)(i)
in the amount referred to therein.

                  "Swing Line Lender" means, European Swing Line Lender or U.S.
Swing Line Lender, as applicable.

                  "Swing Line Loan Participation Certificate" means a
certificate, substantially in the form of Exhibit 2.1(c).

                  "Swing Line Loans" means U.S. Swing Line Loans and European
Swing Line Loans, collectively.

                  "Syndication Agent" means the Bank of America, N.A.

                  "Syndication Date" has the meaning assigned to that term in
Section 2.1(a).

                  "2006 Senior Note Documents" means the 2006 Senior Notes, the
2006 Senior Note Indenture and all other documents evidencing, guaranteeing or
otherwise governing the terms of the 2006 Senior Notes.

                  "2006 Senior Note Indenture" means that certain Indenture
dated as of August 10, 1998, between Company and The Bank of New York, as
Trustee, as amended, supplemented or modified in accordance with the terms
hereof.

                  "2006 Senior Notes" means those certain 7 3/4% Senior Notes
due August 1, 2006, issued by Company in the aggregate principal amount of $300
million pursuant to the 2006 Senior Note Indenture, which term shall include and
shall constitute the notes issued in exchange therefor as contemplated by the
2006 Senior Note Indenture.

                  "2008 Subordinated Note Documents" means the 2008 Subordinated
Notes, the 2008 Subordinated Note Indenture and all other documents evidencing,
guaranteeing or otherwise governing the terms of the 2008 Subordinated Notes.

                  "2008 Subordinated Note Indenture" means that certain
Indenture dated as of August 10, 1998, between Company and The Bank of New York,
as Trustee, as amended, supplemented or modified in accordance with the terms
hereof.

                  "2008 Subordinated Note Acceleration Date" means February 1,
2008.

                  "2008 Subordinated Notes" means those certain 8 1/4% Senior
Notes due August 1, 2008, issued by Company in the aggregate principal amount of
$250 million pursuant to the 2008 Subordinated Note Indenture, which term shall
include and shall constitute the notes issued in exchange therefor as
contemplated by the 2008 Subordinated Note Indenture.

                  "2012 Senior Note Documents" means the 2012 Senior Notes, the
2012 Senior Note Indenture and all other documents evidencing, guaranteeing or
otherwise governing the terms of the 2012 Senior Notes.

                  "2012 Senior Note Financing" means the issuance (either by
private placement or an underwritten public sale) by Company of the 2012 Senior
Notes in an aggregate Dollar Equivalent principal amount of not more than $300
million.

                   "2012 Senior Note Indenture" means that certain Indenture
dated as of December 19, 2002, between Company and The Bank of New York, as
Trustee, as amended, supplemented or modified in accordance with the terms
hereof.

                  "2012 Senior Notes" means those certain 6 7/8% Senior Notes
due December 1, 2012, issued by Company in the aggregate principal amount of
$300 million pursuant to the 2012 Senior Note Indenture, which term shall
include and shall constitute the notes issued in exchange therefor as
contemplated by the 2012 Senior Note Indenture.

                  "Tax Sharing Agreements" means all tax sharing, disaffiliation
tax allocation and other similar agreements entered into by Company or its
Subsidiaries on or before the date of this Agreement.

                  "Taxes" means any and all present and future taxes, duties,
levies, imposts, deductions, charges or withholdings, and any and all
liabilities (including interest and penalties) with respect to the foregoing,
but excluding Excluded Taxes.

                  "TBNS" means The Bank of Nova Scotia.

                  "Term A Commitment" means, with respect to any Term A Lender,
the principal amount set forth opposite such Lender's name on Schedule 1.1(a)
hereto or in any Assignment and Assumption Agreement under the caption "Amount
of Term A Commitment", as such commitment may be adjusted from time to time
pursuant to this Agreement, and "Term A Commitments" means such commitments
collectively, which commitments equal (euro)120,000,000 and (pound)79,000,000 in
the aggregate as of the date hereof.

                  "Term A Lender" means any Lender which has a Term A Commitment
or is owed a Term A Loan (or a portion thereof).

                  "Term A Loan" and "Term A Loans" have the meanings assigned to
those terms in Section 2.1(a)(i).

                  "Term A Loan Maturity Date" means December 19, 2007.

                  "Term A Note" and "Term A Notes" have the meanings assigned to
those terms in Section 2.2(a).

                  "Term B Dollar Commitment" means, with respect to any Lender,
the principal amount set forth opposite such Lender's name on Schedule 1.1(a)
hereto or in any Assignment and Assumption Agreement under the caption "Amount
of Term B Dollar Commitment", as such commitment may be adjusted from time to
time pursuant to this Agreement, and "Term B Dollar Commitments" means such
commitments collectively, which commitments equal $350,000,000 in the aggregate
as of the date hereof.

                  "Term B Dollar Lender" means any Lender which has a Term B
Dollar Commitment or is owed a Term B Dollar Loan (or a portion thereof).

                  "Term B Dollar Loan" and "Term B Dollar Loans" have the
meanings assigned to those terms in Section 2.1(a)(ii).

                  "Term B Dollar Loan Maturity Date" means the earlier to occur
of (i) December 19, 2009 or (ii) the 2008 Subordinated Note Acceleration Date,
if the 2008 Subordinated Notes have not been refinanced in full with Permitted
Refinancing Indebtedness by such date.

                  "Term B Dollar Note" and "Term B Dollar Notes" have the
meanings assigned to those terms in Section 2.2(a).

                  "Term B Euro Commitment" means, with respect to any Lender,
the principal amount set forth opposite such Lender's name on Schedule 1.1(a)
hereto or in any Assignment and Assumption Agreement under the caption "Amount
of Term B Euro Commitment", as such commitment may be adjusted from time to time
pursuant to this Agreement, and "Term B Euro Commitments" means such commitments
collectively, which commitments equal (euro)294,000,000 in the aggregate as of
the date hereof.

                  "Term B Euro Lender" means any Lender which has a Term B Euro
Commitment or is owed a Term B Euro Loan (or a portion thereof).

                  "Term B Euro Loan" and "Term B Euro Loans" have the meanings
assigned to those terms in Section 2.1(a)(iii).

                  "Term B Euro Loan Maturity Date" means the earlier to occur of
(i) December 19, 2009 or (ii) the 2008 Subordinated Note Acceleration Date, if
the 2008 Subordinated Notes have not been refinanced in full with Permitted
Refinancing Indebtedness by such date.

                  "Term B Euro Note" and "Term B Dollar Notes" have the meanings
assigned to those terms in Section 2.2(a).

                  "Term Commitment" means, with respect to any Lender and any
Term Facility, the principal amount set forth opposite such Lender's name on
Schedule 1.1(a) hereto or in any Assignment and Assumption Agreement under the
caption for the amount of commitment to such Term Facility, as such commitments
may be adjusted from time to time pursuant to this Agreement, and "Term
Commitments" means such commitments collectively.

                  "Term Facilities" means the Facilities under the Agreement
with respect to the Term Loans, collectively.

                  "Term Lender" means, with respect to any Term Facility, any
Lender which has a Term Commitment for such Term Facility or is owed a Term Loan
(or portion thereof) under such Term Facility.

                  "Term Loans" means the Loans under the Term Facilities,
collectively.

                  "Term Maturity Date" means, with respect to any Term Facility,
the scheduled maturity date for such Term Facility under this Agreement.

                  "Term Note" and "Term Notes" means the notes provided for in
Section 2.2(a) that evidence indebtedness under the Term Facilities,
collectively.

                  "Term Percentage" means, at any time with respect to any Term
Facility, a fraction (expressed as a percentage) the numerator of which is equal
to the aggregate Effective Amount of all Loans under such Term Facility
outstanding at such time and the denominator of which is equal to the aggregate
Effective Amount of all Term Loans outstanding at such time.

                  "Term Pro Rata Share" means, with respect to any Term
Facility, when used with reference to any Lender and any described aggregate or
total amount, an amount equal to the result obtained by multiplying such
described aggregate or total amount by a fraction the numerator of which shall
be such Lender's then outstanding Loans under such Facility and the denominator
of which shall be the amount of all then outstanding Loans under such Facility.

                  "Termination Event" means (i) a Reportable Event with respect
to any Plan; (ii) the withdrawal of Company or any ERISA Affiliate from a Plan
during a plan year in which Company or such ERISA Affiliate was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA or the cessation of
operations which results in the termination of employment of twenty percent
(20%) of Plan participants who are employees of Company or any ERISA Affiliate;
(iii) the imposition of an obligation on Company or any ERISA Affiliate under
Section 4041 of ERISA to provide affected parties written notice of intent to
terminate a Plan in a standard termination or a distress termination described
in Section 4041 of ERISA; (iv) the institution by the PBGC or any similar
foreign governmental authority of proceedings to terminate a Plan or Foreign
Pension Plan; (v) any event or condition which would constitute grounds under
Section 4042 of ERISA (other than subparagraph (a)(4) of such Section) for the
termination of, or the appointment of a trustee to administer, any Plan; (vi)
that a foreign governmental authority shall appoint a trustee to administer any
Foreign Pension Plan in place of the existing administrator; (vii) the partial
or complete withdrawal of Company or any ERISA Affiliate from a Multiemployer
Plan or Foreign Pension Plan or (viii) receipt of a notice of reorganization or
insolvency with respect to a Multiemployer Plan pursuant to Section 4242 or 4245
of ERISA.

                  "Test Period" means the four consecutive Fiscal Quarters of
Company then last ended, provided that, the first Test Period shall end on or
about March 31, 2003.

                  "Total Available Canadian Revolving Commitment" means, at the
time, any determination thereof is made, the sum of the respective Available
Canadian Revolving Commitments of the Lenders at such time.

                  "Total Available Multicurrency Revolving Commitment" means, at
the time any determination thereof is made, the sum of the respective Available
Multicurrency Revolving Commitments of the Lenders at such time.

                  "Total Canadian Revolving Commitment" means, at any time, the
sum of the Canadian Revolving Commitments of each of the Lenders at such time.

                  "Total Commitment" means, at the time any determination
thereof is made, the sum of the Term Commitments, Multicurrency Revolving
Commitments and Canadian Revolving Commitments at such time.

                  "Total Multicurrency Revolving Commitment" means, at any time,
the sum of the Multicurrency Revolving Commitments of each of the Lenders at
such time.

                  "Transaction" means and includes (i) each of the Credit Events
occurring on the Initial Borrowing Date, (ii) the Schmalbach Acquisition, (iii)
the Company Refinancing, (iv) the Schmalbach Refinancing, (v) the issuance of
the 2012 Senior Notes, if applicable, (vi) such other transactions as are
contemplated by the Documents, and (vii) the payment of fees and expenses in
connection with the foregoing.

                  "Transaction Documents" means, collectively, the Acquisition
Agreement, the 2012 Senior Note Documents, if applicable, the Company
Refinancing Documents and the Schmalbach Refinancing Documents, and including
any agreement, document, instrument and certificate executed and/or delivered
pursuant to the terms of, or in connection with, any of the foregoing.

                  "Transferee" has the meaning assigned to that term in Section
12.8(d).

                  "Type" means any type of Loan, namely, a Base Rate Loan,
Canadian Prime Rate Loan, B/A Loan or a Eurocurrency Loan. For purposes hereof,
the term "Rate" shall include the Eurocurrency Rate, the Base Rate, the Canadian
Prime Rate and the Discount Rate applicable to B/A and B/A Equivalent Loans.

                  "UCC" means the Uniform Commercial Code as in effect from time
to time in the relevant jurisdiction.

                  "UK Receivables Purchase Agreement" means that certain UK
Receivables Purchase Agreement, dated as of June 27, 2002, by and among
Schmalbach as offer agent, parent and master servicer, Continental Can Company
Limited as seller, Interprise as purchaser, Bank One, NA as administrative
agent, as such agreement may be amended, restated or otherwise modified from
time to time in accordance with the terms hereof, or any replacement or
substitution therefor.

                  "United States Loan Guaranty" is defined in Section 5.1(b)(i).

                  "United States Pledge Agreement" is defined in Section
5.1(b)(ii).

                  "Unmatured Event of Default" means an event, act or occurrence
which with the giving of notice or the lapse of time (or both) would become an
Event of Default.

                  "Unpaid Drawing" has the meaning set forth in Section 2.10(d).

                  "U.S. Swing Line Lender" means DB in such capacity.

                  "U.S. Swing Line Loans" has the meaning assigned to that term
in Section 2.1(c)(i)(1).

                  "U.S. Swing Line Note" has the meaning assigned to that term
in Section 2.2(a).

                  "Voting Securities" means any class of Capital Stock of a
Person pursuant to which the holders thereof have, at the time of determination,
the general voting power under ordinary circumstances to vote for the election
of directors, managers, trustees or general partners of such Person
(irrespective of whether or not at the time any other class or classes will have
or might have voting power by reason of the happening of any contingency).

                  "Waivable Prepayment" has the meaning assigned to that term in
Section 4.5(c).

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

                  "Wholly-Owned Subsidiary" means, with respect to any Person,
any Subsidiary of such Person, all of the outstanding shares of capital stock of
which (other than qualifying shares required to be owned by directors) are at
the time owned directly or indirectly by such Person and/or one or more
Wholly-Owned Subsidiaries of such Person.

                  "written" or "in writing" means any form of written
communication or a communication by means of telecopier device or authenticated
telex, telegraph or cable.

                  The foregoing definitions shall be equally applicable to both
the singular and plural forms of the defined terms. The words "herein," "hereof"
and words of similar import as used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision in this Agreement.
References to "Articles", "Sections", "paragraphs", "Exhibits" and "Schedules"
in this Agreement shall refer to Articles, Sections, paragraphs, Exhibits and
Schedules of this Agreement unless otherwise expressly provided; references to
Persons include their respective permitted successors and assigns or, in the
case of governmental Persons, Persons succeeding to the relevant functions of
such persons; and all references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations.

         1.2 Accounting Terms; Financial Statements.

                  (a) All accounting terms used herein but not expressly defined
in this Agreement shall have respective meanings given to them in accordance
with GAAP in effect on the date hereof in the United States of America. Except
as otherwise expressly provided herein, all computations and determinations for
purposes of determining compliance with the financial requirements of this
Agreement shall be made in accordance with GAAP in effect on the date hereof in
the United States of America and on a basis consistent with the presentation of
the financial statements and projections delivered pursuant to, or otherwise
referred to in, Sections 6.5(a) and 6.5(e). Notwithstanding the foregoing
sentence, the financial statements required to be delivered pursuant to Section
7.1 shall be prepared in accordance with GAAP in the United States of America as
in effect on the respective dates of their preparation. Unless otherwise
provided for herein, wherever any computation is to be made with respect to any
Person and its Subsidiaries, such computation shall be made so as to exclude all
items of income, assets and liabilities attributable to any Person which is not
a Subsidiary of such Person. For purposes of the financial terms set forth
herein, including, without limitation, for all purposes under Article IX,
whenever a reference is made to a determination which is required to be made on
a consolidated basis (whether in accordance with GAAP or otherwise) for Company
and its Subsidiaries, such determination shall be made as if any Permitted
Aerospace JV and each member of the BAP Group were wholly-owned by a Person not
an Affiliate of Company.

                  (b) For purposes of computing the Fixed Charge Coverage
Ratio, Interest Coverage Ratio, Leverage Ratio, Most Recent Leverage Ratio and
Senior Secured Leverage Ratio, as of the end of any Test Period, all
components of such ratios for the applicable Test Period shall include or
exclude, as the case may be, without duplication, such components of such
ratios attributable to any business or assets that have been acquired or
disposed of by Company or any Subsidiary of Company (including through mergers
or consolidations) after the first day of such Test Period and prior to the
end of such Test Period on a Pro Forma Basis as determined in good faith by
Company and certified to by a Responsible Officer of Company to Administrative
Agent.

                  1.3 Calculation of Exchange Rate. On each Exchange Rate
Determination Date, Administrative Agent or Canadian Administrative Agent, as
applicable, shall (a) determine the Exchange Rate as of such Exchange Rate
Determination Date and (b) give notice thereof to each Borrower and to each
Lender that shall have requested such information. The Exchange Rates so
determined shall become effective on the first Business Day immediately
following the relevant Exchange Rate Determination Date (each, a "Reset Date")
and shall remain effective until the next succeeding Reset Date, and shall for
all purposes of this Agreement (other than any provision expressly requiring
the use of a current Exchange Rate) be the Exchange Rate employed in
converting amounts between Dollars and Canadian Dollars or Alternative
Currencies.

                                   ARTICLE II

                           AMOUNT AND TERMS OF CREDIT

         2.1 The Commitments.

                  (a) Term Loans.

                           (i) Term A Loans. Each Term A Lender, severally and
for itself alone, hereby agrees, on the terms and subject to the conditions
hereinafter set forth and in reliance upon the representations and warranties
set forth herein and in the other Loan Documents, to make a loan (each such
loan, a "Term A Loan" and collectively, the "Term A Loans") to European Holdco
on the Initial Borrowing Date in an aggregate principal amount equal to the Term
A Commitment of such Term A Lender. The Term A Loans (i) shall be incurred by
European Holdco pursuant to a single drawing, which shall be on the Initial
Borrowing Date, (ii) shall be denominated (euro)120,000,000 in Euros and
(pound)79,000,000 in Sterling and (iii) shall be made as Eurocurrency Loans with
Interest Periods of seven days and shall be maintained as Eurocurrency Loans,
provided that except as permitted by Administrative Agent in its sole
discretion, no incurrences of, or conversions into, Term A Loans maintained as
Eurocurrency Loans with an Interest Period in excess of seven days (with all
such Interest Periods ending on the same day during such period) may be effected
prior to the earlier of (1) the 60th day after the Initial Borrowing Date and
(2) that date (the "Syndication Date") upon which Administrative Agent
determines in its sole discretion (and notifies Company) that the primary
syndication (and resultant additions of institutions as Lenders pursuant to
Section 12.8(c)) has been completed. Each Term A Lender's Term A Commitment
shall expire immediately and without further action on the Initial Borrowing
Date if the Term Loans are not made on the Initial Borrowing Date. No amount of
a Term A Loan which is repaid or prepaid by European Holdco may be reborrowed
hereunder.

                           (ii) Term B Dollar Loans. Each Term B Dollar Lender,
severally and for itself alone, hereby agrees, on the terms and subject to the
conditions hereinafter set forth and in reliance upon the representations and
warranties set forth herein and in the other Loan Documents, to make a loan
(each such loan, a "Term B Dollar Loan" and collectively, the "Term B Dollar
Loans") to Company on the Initial Borrowing Date in an aggregate principal
amount equal to the Term B Dollar Commitment of such Term B Dollar Lender. The
Term B Dollar Loans (i) shall be incurred by Company pursuant to a single
drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated
in Dollars and (iii) shall be made as Base Rate Loans and, except as hereinafter
provided, may, at the option of Company, be maintained as and/or converted into
Base Rate Loans or Eurocurrency Loans, provided that, (x) all Term B Dollar
Loans made by the Term B Dollar Lenders pursuant to the same Borrowing shall,
unless otherwise specifically provided herein, consist entirely of Term B Dollar
Loans of the same Type and (y) except as permitted by Administrative Agent in
its sole discretion, no incurrences of, or conversions into, Term B Dollar Loans
maintained as Eurocurrency Loans may be effected prior to the earlier of (1) the
60th day after the Initial Borrowing Date and (2) Syndication Date. Each Term B
Dollar Lender's Term B Dollar Commitment shall expire immediately and without
further action on the Initial Borrowing Date if the Term Loans are not made on
the Initial Borrowing Date. No amount of a Term B Dollar Loan which is repaid or
prepaid by Company may be reborrowed hereunder.

                           (iii) Term B Euro Loans. Each Term B Euro Lender,
severally and for itself alone, hereby agrees, on the terms and subject to the
conditions hereinafter set forth and in reliance upon the representations and
warranties set forth herein and in the other Loan Documents, to make a loan
(each such loan, a "Term B Euro Loan" and collectively, the "Term B Euro Loans")
to European Holdco on the Initial Borrowing Date in an aggregate principal
amount equal to the Term B Euro Commitment of such Term B Euro Lender. The Term
B Euro Loans (i) shall be incurred by European Holdco pursuant to a single
drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated
in Euros and (iii) shall be made as Eurocurrency Loans with Interest Periods of
seven days (with all such Interest Periods ending on the same day during such
period) and shall be maintained as Eurocurrency Loans, provided that, except as
permitted by Administrative Agent in its sole discretion, no incurrences of, or
conversions into, Term B Euro Loans maintained as Eurocurrency Loans with an
Interest Period in excess of seven days may be effected prior to the earlier of
(1) the 60th day after the Initial Borrowing Date and (2) the Syndication Date.
Each Term B Euro Lender's Term B Euro Commitment shall expire immediately and
without further action on the Initial Borrowing Date if the Term Loans are not
made on the Initial Borrowing Date. No amount of a Term B Euro Loan which is
repaid or prepaid by European Holdco may be reborrowed hereunder.

                   (b) Multicurrency Revolving Loans. Each Multicurrency
Revolving Lender, severally and for itself alone, hereby agrees, on the terms
and subject to the conditions hereinafter set forth and in reliance upon the
representations and warranties set forth herein and in the other Loan Documents,
to make loans to Company, European Holdco and Subsidiary Borrowers denominated
in Dollars or an Alternative Currency on a revolving basis from time to time
during the Commitment Period, in an amount not to exceed its Multicurrency
Revolver Pro Rata Share of (a) with respect to all Borrowers, the Total
Available Multicurrency Revolving Commitment and (b) with respect to any
applicable Borrower, such Borrower's Available Multicurrency Revolver Sublimit
(each such loan by any Lender, a "Multicurrency Revolving Loan" and
collectively, the "Multicurrency Revolving Loans"). All Multicurrency Revolving
Loans comprising the same Borrowing hereunder shall be made by the Multicurrency
Revolving Lenders simultaneously and in proportion to their respective
Multicurrency Revolving Commitments. Prior to the Multicurrency Revolver
Termination Date, Multicurrency Revolving Loans may be repaid and reborrowed by
Company, European Holdco and Subsidiary Borrowers in accordance with the
provisions hereof and, except as otherwise specifically provided herein (i) all
Multicurrency Revolving Loans comprising the same Borrowing shall at all times
be of the same Type and (ii) no Multicurrency Revolving Loans incurred or
maintained as Eurocurrency Loans may have Interest Periods in excess of seven
days, except as permitted by Administrative Agent in its sole discretion, if
incurred prior to the earlier of (1) the 60th day after the Initial Borrowing
Date and (2) the Syndication Date (with all such Interest Periods ending on the
same day during such period).

                  (c) Swing Line Loans.

                           (i) Swing Line Commitment.

                                    (1) U.S. Swing Line. Subject to the terms
                           and conditions hereof, the U.S. Swing Line Lender in
                           its individual capacity agrees to make swing line
                           loans in Dollars ("U.S. Swing Line Loans") to Company
                           on any Business Day from time to time during the
                           Commitment Period in an aggregate principal amount at
                           any one time outstanding that, when added to the
                           Dollar Equivalent of the principal amount of European
                           Swing Line Loans then outstanding, do not exceed
                           $40,000,000; provided, however, that in no event may
                           the amount of any Borrowing of U.S. Swing Line Loans
                           (A) exceed the Total Available Multicurrency
                           Revolving Commitment immediately prior to such
                           Borrowing (after giving effect to the use of proceeds
                           thereof) or (B) cause the outstanding Multicurrency
                           Revolving Loans of any Lender, when added to such
                           Lender's Multicurrency Revolver Pro Rata Share of the
                           then outstanding Swing Line Loans and Multicurrency
                           Revolver Pro Rata Share of the aggregate LC
                           Obligations (exclusive of Unpaid Drawings relating to
                           LC Obligations which are repaid with the proceeds of,
                           and simultaneously with the incurrence of,
                           Multicurrency Revolving Loans or Swing Line Loans) to
                           exceed such Lender's Multicurrency Revolving
                           Commitment. Amounts borrowed by Company under this
                           Section 2.1(c)(i)(1) may be repaid and, to but
                           excluding the Multicurrency Revolver Termination
                           Date, reborrowed. The U.S. Swing Line Loans shall be
                           made in Dollars and maintained as Base Rate Loans
                           and, notwithstanding Section 2.6, shall not be
                           entitled to be converted into any other Type of Loan.

                                    (2) European Swing Line. Subject to the
                           terms and conditions hereof, the European Swing Line
                           Lender in its individual capacity agrees to make
                           swing line loans in Alternative Currencies ("European
                           Swing Line Loans") to Company, European Holdco or any
                           Subsidiary Borrower on any Business Day from time to
                           time during the Commitment Period in an aggregate
                           principal amount at any one time outstanding that,
                           when added to the principal amount of U.S. Swing Line
                           Loans then outstanding do not to exceed the Dollar
                           Equivalent of $40,000,000; provided, however, that in
                           no event may the amount of any Borrowing of European
                           Swing Line Loans (A) exceed the Total Available
                           Multicurrency Revolving Commitment immediately prior
                           to such Borrowing (after giving effect to the use of
                           proceeds thereof), (B) exceed the Available
                           Multicurrency Revolver Sublimit for such Borrower
                           immediately prior to such Borrowing or (C) cause the
                           outstanding Multicurrency Revolving Loans of any
                           Lender, when added to such Lender's Multicurrency
                           Revolver Pro Rata Share of the then outstanding Swing
                           Line Loans and Multicurrency Revolver Pro Rata Share
                           of the aggregate LC Obligations (exclusive of Unpaid
                           Drawings relating to LC Obligations which are repaid
                           with the proceeds of, and simultaneously with the
                           incurrence of, Multicurrency Revolving Loans or Swing
                           Line Loans) to exceed such Lender's Multicurrency
                           Revolving Commitment. Amounts borrowed under this
                           Section 2.1(c)(i)(2) may be repaid and, to but
                           excluding the Multicurrency Revolver Termination
                           Date, reborrowed. The European Swing Line Loans shall
                           be made in Alternative Currencies and maintained as
                           Overnight Rate Loans and, notwithstanding Section
                           2.6, shall not be entitled to be converted into any
                           other Type of Loan.

                           (ii) Refunding of Swing Line Loans. Each Swing Line
Lender, at any time in its sole and absolute discretion, may on behalf of the
applicable Borrower (which hereby irrevocably directs each Swing Line Lender to
so act on its behalf) notify each Multicurrency Revolving Lender (including such
Swing Line Lender) to make a Multicurrency Revolving Loan in the Applicable
Currency in an amount equal to such Lender's Multicurrency Revolver Pro Rata
Share of the principal amount of the applicable Swing Line Loans (the "Refunded
Swing Line Loans") outstanding on the date such notice is given; provided,
however, that such notice shall be deemed to have automatically been given upon
the occurrence of an Event of Default under Section 10.1(e) or 10.1(f). Unless
any of the events described in Section 10.1(e) or 10.1(f) shall have occurred
(in which event the procedures of Section 2.1(c)(iii) shall apply) and
regardless of whether the conditions precedent set forth in this Agreement to
the making of a Multicurrency Revolving Loan are then satisfied, each
Multicurrency Revolving Lender shall make the proceeds of its Multicurrency
Revolving Loan available to the applicable Swing Line Lender at the Payment
Office prior to 11:00 a.m., New York City time, in funds immediately available
on the Business Day next succeeding the date such notice is given. The proceeds
of such Multicurrency Revolving Loans shall be immediately applied to repay the
Refunded Swing Line Loans.

                           (iii) Participation in Swing Line Loans. If, prior to
refunding a Swing Line Loan with a Multicurrency Revolving Loan pursuant to
Section 2.1(c)(ii), an Event of Default under Section 10.1(e) or 10.1(f) shall
have occurred and be continuing, or if for any other reason a Multicurrency
Revolving Loan cannot be made pursuant to Section 2.1(c)(ii), then, subject to
the provisions of Section 2.1(c)(iv) below, each Multicurrency Revolving Lender
will, on the date such Multicurrency Revolving Loan was to have been made,
purchase (without recourse or warranty) from the applicable Swing Line Lender an
undivided participation interest in the Swing Line Loan in an amount equal to
its Multicurrency Revolver Pro Rata Share of such Swing Line Loan. Upon request,
each Multicurrency Revolving Lender will immediately transfer to the applicable
Swing Line Lender, in immediately available funds, the amount of its
participation and upon receipt thereof such Swing Line Lender will deliver to
such Multicurrency Revolving Lender a Swing Line Loan Participation Certificate
dated the date of receipt of such funds and in such amount.

                           (iv) Lenders' Obligations Unconditional. Each
Lender's obligation to make Multicurrency Revolving Loans in accordance with
Section 2.1(c)(ii) and to purchase participating interests in accordance with
Section 2.1(c)(iii) above shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation, (A) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against any Swing Line Lender, any Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of any Event of Default or
Unmatured Event of Default; (C) any adverse change in the condition (financial
or otherwise) of any Borrower or any other Person; (D) any breach of this
Agreement by any Borrower or any other Person; (E) any inability of any Borrower
to satisfy the conditions precedent to borrowing set forth in this Agreement on
the date upon which such participating interest is to be purchased or (F) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing. If any Lender does not make available to the applicable Swing
Line Lender the amount required pursuant to Section 2.1(c)(ii) or (iii) above,
as the case may be, such Swing Line Lender shall be entitled to recover such
amount on demand from such Lender, together with interest thereon for each day
from the date of non-payment until such amount is paid in full at the Federal
Funds Rate for the first two Business Days and at the Base Rate thereafter.
Notwithstanding the foregoing provisions of this Section 2.1(c)(iv), no Lender
shall be required to make a Multicurrency Revolving Loan to any Borrower for the
purpose of refunding a Swing Line Loan pursuant to Section 2.1(c)(ii) above or
to purchase a participating interest in a Swing Line Loan pursuant to Section
2.1(c)(iii) if an Event of Default or Unmatured Event of Default has occurred
and is continuing and, prior to the making by the applicable Swing Line Lender
of such Swing Line Loan, such Swing Line Lender has received written notice from
such Lender specifying that such Event of Default or Unmatured Event of Default
has occurred and is continuing, describing the nature thereof and stating that,
as a result thereof, such Lender shall cease to make such Refunded Swing Line
Loans and purchase such participating interests, as the case may be; provided,
however, that the obligation of such Lender to make such Refunded Swing Line
Loans and to purchase such participating interests shall be reinstated upon the
earlier to occur of (y) the date upon which such Lender notifies such Swing Line
Lender that its prior notice has been withdrawn and (z) the date upon which the
Event of Default or Unmatured Event of Default specified in such notice no
longer is continuing.

         2.2 Notes.

                  (a) Evidence of Indebtedness. At the request of any Lender,
each respective Borrower's obligation to pay the principal of and interest on
all the Loans made to each of them by each Lender shall be evidenced, (1) if
Term A Loans, by a promissory note (each, a "Term A Note" and, collectively, the
"Term A Notes") duly executed and delivered by European Holdco substantially in
the form of Exhibit 2.2(a)(1) hereto, with blanks appropriately completed in
conformity herewith, (2) if Term B Dollar Loans, by a promissory note (each, a
"Term B Dollar Note" and, collectively, the "Term B Dollar Notes") duly executed
and delivered by Company substantially in the form of Exhibit 2.2(a)(2) hereto,
with blanks appropriately completed in conformity herewith, (3) if Term B Euro
Loans, by a promissory note (each, a "Term B Euro Note" and, collectively, the
"Term B Euro Notes") duly executed and delivered by European Holdco
substantially in the form of Exhibit 2.2(a)(3) hereto, with blanks appropriately
completed in conformity herewith, (4) if Multicurrency Revolving Loans, by a
promissory note (each, a "Multicurrency Revolving Note" and, collectively, the
"Multicurrency Revolving Notes") duly executed and delivered by Company,
European Holdco and Subsidiary Borrowers substantially in the form of Exhibit
2.2(a)(4) hereto, with blanks appropriately completed in conformity herewith,
(5) if U.S. Swing Line Loans, by a promissory note (the "U.S. Swing Line Note"
duly executed and delivered by Company substantially in the form of Exhibit
2.2(a)(5) hereto, with blanks appropriately completed in conformity herewith,
and (6) if European Swing Line Loans, by a promissory note (the "European Swing
Line Note" duly executed and delivered by Company, European Holdco and each
Subsidiary Borrower substantially in the form of Exhibit 2.2(a)(6) hereto, with
the blanks appropriately completed in conformity herewith.

                  (b) Notation of Payments. Each Lender will note on its
internal records the amount of each Loan made by it, the Applicable Currency and
each payment in respect thereof and will, prior to any transfer of any of its
Notes, endorse on the reverse side thereof the outstanding principal amount of
Loans evidenced thereby. Failure to make any such notation shall not affect any
Borrowers' or any Guarantor's obligations hereunder or under the other
applicable Loan Documents in respect of such Loans.

         2.3 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The
aggregate principal amount of each Borrowing by any Borrower hereunder shall be
not less than the Minimum Borrowing Amount and, if greater, shall be in Minimum
Borrowing Multiples (other than Swing Line Loans which may be in any amount over
the Minimum Borrowing Amount) above such minimum (or, if less, the then Total
Available Multicurrency Revolving Commitment). More than one Borrowing may be
incurred on any date, provided that, unless approved by Administrative Agent, at
no time shall there be outstanding more than six Borrowings of Eurocurrency
Loans under any Term Facility, or more than twelve Borrowings of Eurocurrency
Loans under the Multicurrency Revolving Loan Facility.

         2.4 Borrowing Options. The Term Loans denominated in Dollars and
Multicurrency Revolving Loans shall, at the option of Borrowers except as
otherwise provided in this Agreement, be (i) Base Rate Loans, (ii) Eurocurrency
Loans, or (iii) part Base Rate Loans and part Eurocurrency Loans. The Term Loans
denominated in Euro and/or Sterling shall be Eurocurrency Loans. As to any
Eurocurrency Loan, any Lender may, if it so elects, fulfill its commitment by
causing a foreign branch or affiliate with reasonable and appropriate capacities
to fund such currency and without any increased cost to Borrowers to make or
continue such Loan, provided that, in such event the funding of that Lender's
Loan shall, for the purposes of this Agreement, be considered to be the
obligation of or to have been made by that Lender and the obligation of the
applicable Borrower to repay that Lender's Loan shall nevertheless be to that
Lender and shall be deemed held by that Lender, for the account of such branch
or affiliate.

         2.5 Notice of Borrowing. Whenever Company, European Holdco or any
Subsidiary Borrower desires to make a Borrowing of any Loan (other than a Swing
Line Loan) hereunder, Company and the applicable Borrower shall give
Administrative Agent at its Notice Address at least one Business Day's prior
written notice (or telephonic notice promptly confirmed in writing), given not
later than 1:00 p.m. (New York City time) of each Base Rate Loan, and at least
three Business Days' prior written notice (or telephonic notice promptly
confirmed in writing), given not later than 1:00 p.m. (New York City time), of
each Eurocurrency Loan to be made hereunder; provided, however, that a Notice of
Borrowing with respect to Borrowings to be made on the date hereof may, at the
discretion of Administrative Agent, be delivered later than the time specified
above. Whenever Company desires that U.S. Swing Line Lender make a U.S. Swing
Line Loan under Section 2.1(c)(i)(1), it shall deliver to U.S. Swing Line Lender
prior to 1:00 p.m. (New York City time) on the date of such Borrowing written
notice (or telephonic notice promptly confirmed in writing). Whenever any
Borrower (other than Canadian Borrower) desires that European Swing Line Lender
make a European Swing Line Loan under Section 2.1(c)(i)(2), Company and the
applicable Borrower shall deliver to European Swing Line Lender prior to 1:00
p.m. (London time) on the date of such Borrowing written notice (or telephone
notice promptly confirmed in writing). Each such notice (each a "Notice of
Borrowing"), which shall be in the form of Exhibit 2.5 hereto, shall be
irrevocable, shall be deemed a representation by Company and the applicable
Borrower that all conditions precedent to such Borrowing have been satisfied and
shall specify (i) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing (stated in the relevant currency), (ii) the date of
Borrowing (which shall be a Business Day) and (iii) whether the Loans being made
pursuant to such Borrowing are to be Swing Line Loans and, if not, whether such
Loans are to be Base Rate Loans or Eurocurrency Loans and, with respect to
Eurocurrency Loans, the Interest Period and Applicable Currency to be applicable
thereto. Administrative Agent shall as promptly as practicable give each Lender
written or telephonic notice (promptly confirmed in writing) of each proposed
Borrowing, of such Lender's Pro Rata Share thereof and of the other matters
covered by the Notice of Borrowing. Without in any way limiting Company and the
applicable Borrower's obligation to confirm in writing any telephonic notice,
Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans)
or the respective Facing Agent (in the case of Letters of Credit) may act
without liability upon the basis of telephonic notice believed by Administrative
Agent in good faith to be from a Responsible Officer of Company and the
applicable Borrower prior to receipt of written confirmation. Administrative
Agent's records shall, absent manifest error, be final, conclusive and binding
on Borrowers with respect to evidence of the terms of such telephonic Notice of
Borrowing. Borrowers hereby agree not to dispute Administrative Agent's, DB's or
such Facing Agent's record of the time of telephonic notice.

         2.6 Conversion or Continuation. Any Borrower may elect (i) on any
Business Day to convert Base Rate Loans or any portion thereof to Eurocurrency
Loans, (ii) at the end of any Interest Period with respect thereto, to convert
Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof
into Base Rate Loans or to continue such Eurocurrency Loans or any portion
thereof for an additional Interest Period and (iii) at the end of any Interest
Period with respect thereto, to continue Loans denominated in an Alternative
Currency for an additional Interest Period; provided, however, that the
aggregate principal amount of the Eurocurrency Loans for each Interest Period
therefor must be in an aggregate principal amount equal to the Minimum Borrowing
Amount for Eurocurrency Loans or Minimum Borrowing Multiples in excess thereof.
Each continuation of Loans shall be allocated among the Loans in the applicable
Facility of the applicable Lenders in accordance with their respective Pro Rata
Shares. Each such election shall be in substantially the form of Exhibit 2.6
hereto (a "Notice of Conversion or Continuation") and shall be made by giving
Administrative Agent at least three Business Days' (or one Business Day in the
case of a conversion into Base Rate Loans or three Business Days' in the case of
continuation of a Loan denominated in Euros) prior written notice thereof to the
Notice Address given not later than 1:00 p.m. (New York City time) specifying
(i) the amount and type of conversion or continuation, (ii) in the case of a
conversion to or a continuation of Eurocurrency Loans, the Interest Period
therefor and (iii) in the case of a conversion, the date of conversion (which
date shall be a Business Day). Notwithstanding the foregoing, no conversion in
whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation
in whole or in part of Eurocurrency Loans (other than Alternative Currency
Loans), shall be permitted at any time at which an Unmatured Event of Default or
an Event of Default shall have occurred and be continuing. The applicable
Borrower shall not be entitled to specify an Interest Period in excess of 30
days, for any Alternative Currency Loan if an Unmatured Event of Default or an
Event of Default has occurred and is continuing. If, within the time period
required under the terms of this Section 2.6, Administrative Agent does not
receive a Notice of Conversion or Continuation from the applicable Borrower
containing a permitted election to continue any Eurocurrency Loans for an
additional Interest Period or to convert any such Loans, then, upon the
expiration of the Interest Period therefor, such Loans will be automatically
converted to Base Rate Loans or, in the case of an Alternative Currency Loan,
Eurocurrency Loans in the same Applicable Currency with an Interest Period of
one month. Each Notice of Conversion or Continuation shall be irrevocable.

         2.7 Disbursement of Funds. No later than 12:00 p.m. (local time at the
place the applicable Borrower receives funding) on the date specified in each
Notice of Borrowing (3:30 p.m. local time at the place of funding in the case of
Swing Line Loans), each Lender will make available its Pro Rata Share of Loans
of the Borrowing requested to be made on such date in the Applicable Currency
and in immediately available funds, at the Payment Office (for the account of
such non-U.S. office of Administrative Agent as Administrative Agent may direct
in the case of Eurocurrency Loans) and Administrative Agent will make available
to the applicable Borrower at its Payment Office the aggregate of the amounts so
made available by the Lenders not later than 2:00 p.m. (local time in the place
of payment), or in the case of Swing Line Loans, 3:30 p.m. (local time in the
place of payment). Unless Administrative Agent shall have been notified by any
Lender at least one Business Day prior to the date of Borrowing that such Lender
does not intend to make available to Administrative Agent such Lender's portion
of the Borrowing to be made on such date, Administrative Agent may assume that
such Lender has made such amount available to Administrative Agent on such date
of Borrowing and Administrative Agent may, but shall not be required to, in
reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to Administrative Agent by such Lender on the date of Borrowing, Administrative
Agent shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify the applicable Borrower and, if so notified, the applicable Borrower
shall immediately pay such corresponding amount to Administrative Agent.
Administrative Agent shall also be entitled to recover from the applicable
Borrower interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by Administrative Agent to
such Borrower to the date such corresponding amount is recovered by
Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans
or Eurocurrency Loans, as the case may be, applicable during the period in
question; provided, however, that any interest paid to Administrative Agent in
respect of such corresponding amount shall be credited against interest payable
by such Borrower to such Lender under Section 3.1 in respect of such
corresponding amount. Any amount due hereunder to Administrative Agent from any
Lender which is not paid when due shall bear interest payable by such Lender,
from the date due until the date paid, at the Federal Funds Rate for amounts in
Dollars (and, at Administrative Agent's cost of funds for amounts in any
Alternative Currency) for the first three days after the date such amount is due
and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%,
together with Administrative Agent's standard interbank processing fee. Further,
such Lender shall be deemed to have assigned any and all payments made of
principal and interest on its Loans, amounts due with respect to its Letters of
Credit (or its participations therein) and any other amounts due to it hereunder
first to Administrative Agent to fund any outstanding Loans made available on
behalf of such Lender by Administrative Agent pursuant to this Section 2.7 until
such Loans have been funded (as a result of such assignment or otherwise) and
then to fund Loans of all Lenders other than such Lender until each Lender has
outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such
assignment or otherwise). Such Lender shall not have recourse against any
Borrower with respect to any amounts paid to Administrative Agent or any Lender
with respect to the preceding sentence, provided that, such Lender shall have
full recourse against Borrowers to the extent of the amount of such Loans it has
so been deemed to have made. Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Commitment hereunder or to prejudice
any rights which any Borrower may have against the Lender as a result of any
default by such Lender hereunder.

         2.8 Utilization of Multicurrency Revolving Commitments in an
Alternative Currency.

                  (a) Administrative Agent will determine the Dollar Equivalent
amount with respect to any (i) Borrowing of Multicurrency Revolving Loans
comprised of Alternative Currency Loans as of the requested date of Borrowing,
(ii) outstanding Alternative Currency Loans that are Multicurrency Revolving
Loans as of the last Business Day of each month and (iii) outstanding
Alternative Currency Loans on the date of any prepayment pursuant to Section 4.3
or 4.4 (each such date under clauses (i) through (ii) a "Computation Date").
Upon receipt of any Notice of Borrowing of Multicurrency Revolving Loans,
Administrative Agent will promptly notify each Multicurrency Revolving Lender
thereof and of the amount of such Lender's Multicurrency Revolver Pro Rata Share
of the Borrowing. In the case of a Borrowing comprised of Alternative Currency
Loans, such notice will provide the approximate amount of each Lender's
Multicurrency Revolver Pro Rata Share of the Borrowing, and Administrative Agent
will, upon the determination of the Dollar Equivalent amount of the Borrowing as
specified in the Notice of Borrowing, promptly notify each Lender of the exact
amount of such Lender's Multicurrency Revolver Pro Rata Share of the Borrowing.

                  (b) Notwithstanding anything herein to the contrary, during
the existence of an Event of Default, upon the request of the Majority Lenders,
all or any part of any outstanding Multicurrency Revolving Loans that are
Alternative Currency Loans shall be redenominated and converted into Base Rate
Loans in Dollars with effect from the last day of the Interest Period with
respect to any such Alternative Currency Loans. Administrative Agent will
promptly notify the applicable Borrower of any such redenomination and
conversion request.

         2.9 Additional Facility.

                  (a) Borrowers shall have the right at any time (so long as (x)
no Unmatured Event of Default or Event of Default then exists and (y) Borrowers
shall have delivered to Administrative Agent a Compliance Certificate for the
period of four full Fiscal Quarters immediately preceding the incurrence
described below (prepared in good faith and in a manner and using such
methodology which is consistent with the most recent financial statements
delivered pursuant to Section 7.1) giving pro forma effect to such incurrence
and evidencing compliance with the covenants set forth in Article IX and a pro
forma Senior Secured Leverage Ratio of not more than 2.25:1.0 as of the last day
of such period), and from time to time after the Syndication Date to incur from
one or more existing Lenders and/or other Persons that are Eligible Assignees
and which, in each case, agree to make such loans to the applicable Borrower,
loans and commitments to make loans in an aggregate principal amount not to
exceed $300,000,000 (or the Dollar Equivalent thereof at the time of funding),
which loans may be incurred as one or more tranches of additional term loans
(the "Additional Term Loans") as determined by Administrative Agent that are
pari passu in all respects to the Term Loans made pursuant to Section 2.1(a)
under a facility that would provide that the Additional Term Loans would have a
Weighted Average Life to Maturity of not less than the Term Loan with the then
longest Weighted Average Life to Maturity and a final maturity no earlier than
latest Term Maturity Date; provided, that (i) the terms and conditions of any
Additional Term Loans shall be substantially similar to those applicable to the
existing Term Loan Facilities and (ii) the applicable margins (which, for such
purposes only, shall be deemed to include all upfront or similar fees or
original issue discount (amortized over the life of such loan) payable to all
Lenders providing such Additional Term Loans, but exclusive of any arrangement,
structuring or other fees payable in connection therewith that are not shared
with all Lenders providing such Additional Term Loans) determined as of the
initial funding date for such Additional Term Loans shall not be greater than
0.50% above the applicable margins then in effect for Term B Dollar Loans or
Term B Euro Loans, as applicable based on the currency of the Additional Term
Loan (which, for such purposes only, shall be deemed to include all upfront or
similar fees or original issue discount (amortized over the life of such loan)
paid to all Term B Dollar Lenders or Term B Euro Lenders, as applicable based on
the currency of the Additional Term Loans as of the initial funding date for
such Additional Term Loans, but exclusive of any arrangement, structuring or
other fees payable in connection therewith that are not shared with all Term B
Dollar Lenders).

                  (b) In the event that any Borrower desires to incur Additional
Term Loans, such Borrower will enter into an amendment with the lenders (who
shall by execution thereof become Lenders hereunder if not theretofore Lenders)
to provide for such Additional Term Loans, which amendment shall set forth any
terms and conditions of the Additional Term Loans not covered by this Agreement
as agreed by the applicable Borrower and such Lenders, and shall provide for the
issuance of promissory notes to evidence the Additional Term Loans if requested
by the lenders advancing Additional Term Loans (which notes shall constitute
Term Notes for purposes of this Agreement), with such amendment to be in form
and substance reasonably acceptable to Administrative Agent and consistent with
the terms of this Section 2.9(b) and of the other provisions of this Agreement.
No consent of any Lender (other than any Lender making Additional Term Loans) is
required to permit the Loans contemplated by this Section 2.9(b) or the
aforesaid amendment to effectuate the Additional Term Loans. This section shall
supercede any provisions contained in this Agreement, including, without
limitation, Section 12.1, to the contrary.

         2.10 Letters of Credit.

                  (a) Letters of Credit Commitments. Subject to and upon the
terms and conditions herein set forth, Company may request, on behalf of itself,
European Holdco or any Subsidiary Borrower, that any Facing Agent issue, at any
time and from time to time on and after the Initial Borrowing Date, and prior to
the 30th Business Day preceding the Multicurrency Revolver Termination Date, for
the account of such Borrower and for the benefit of any holder (or any trustee,
agent or other similar representative for any such holder) of LC Supportable
Indebtedness of any Borrower or any of its Subsidiaries, an irrevocable standby
letter of credit, in a form customarily used by such Facing Agent, or in such
other form as has been approved by such Facing Agent (each such standby letter
of credit, a "Letter of Credit") in support of such LC Supportable Indebtedness,
provided, however, no Letter of Credit shall be issued the Stated Amount of
which, (1) when added to the LC Obligations (exclusive of Unpaid Drawings
relating to Letters of Credit which are repaid on or prior to the date of, and
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed either (x) the Dollar Equivalent of $150,000,000 or (y) when added to the
Dollar Equivalent of the aggregate principal amount of all Multicurrency
Revolving Loans and Swing Line Loans, then outstanding with respect to all
Borrowers, the Multicurrency Revolving Commitments at such time or (2) when
added to the Dollar Equivalent of the aggregate principal amount of all
Multicurrency Revolving Loans, LC Obligations and Swing Line Loans of such
Borrower, such Borrower's Available Multicurrency Revolver Sublimit.

                  (b) Obligation of Facing Agent to Issue Letter of Credit. Each
Facing Agent may agree, in its sole discretion, that it will (subject to the
terms and conditions contained herein), at any time and from time to time on or
after the Initial Borrowing Date and prior to the Multicurrency Revolver
Termination Date, following its receipt of the respective Letter of Credit
Request, issue for the account of Company, European Holdco or any Subsidiary
Borrower one or more Letters of Credit in support of such LC Supportable
Indebtedness of any Borrower or any of its Subsidiaries as is permitted to
remain outstanding without giving rise to an Event of Default or Unmatured Event
of Default hereunder, provided that, the respective Facing Agent shall be under
no obligation to issue any Letter of Credit of the types described above if at
the time of such issuance:

                           (i) any order, judgment or decree of any Governmental
Authority or arbitrator shall purport by its terms to enjoin or restrain such
Facing Agent from issuing such Letter of Credit or any Requirement of Law
applicable to such Facing Agent from any Governmental Authority with
jurisdiction over such Facing Agent shall prohibit, or request that such Facing
Agent refrain from, the issuance of letters of credit generally or such Letter
of Credit in particular or shall impose upon such Facing Agent with respect to
such Letter of Credit any restriction or reserve or capital requirement (for
which such Facing Agent is not otherwise compensated) not in effect on the date
hereof, or any unreimbursed loss, cost or expense which was not applicable, in
effect or known to such Facing Agent as of the date hereof and which such Facing
Agent in good faith deems material to it; or

                           (ii) such Facing Agent shall have received notice
from any Lender prior to the issuance of such Letter of Credit of the type
described in Section 2.10(b)(ii)(A)(v).

                                    (A) Notwithstanding the foregoing, (i)
except as set forth on Schedule 2.10(j), each Letter of Credit shall have an
expiry date occurring not later than one year after such Letter of Credit's date
of issuance, provided that, any Letter of Credit may be automatically extendable
for periods of up to one year so long as such Letter of Credit provides that the
respective Facing Agent retains an option satisfactory to such Facing Agent, to
terminate such Letter of Credit within a specified period of time prior to each
scheduled extension date; (ii) no Letter of Credit shall have an expiry date
occurring later than the 10th Business Day prior to the Multicurrency Revolver
Termination Date; (iii) each Letter of Credit shall be denominated in Dollars
or, in the respective Facing Agent's sole discretion, Alternative Currency and
be payable on a sight basis; (iv) the Stated Amount of each Letter of Credit
shall not be less than the Dollar Equivalent of $100,000 or such lesser amount
as is acceptable to the respective Facing Agent; and (v) no Facing Agent will
issue any Letter of Credit after it has received written notice from the
applicable Borrower or the Required Lenders stating that an Event of Default or
Unmatured Event of Default exists until such time as such Facing Agent shall
have received a written notice of (x) rescission of such notice from the party
or parties originally delivering the same or (y) a waiver of such Event of
Default or Unmatured Event of Default by the Required Lenders (or all the
Lenders to the extent required by Section 12.1).

                                    (B) Notwithstanding the foregoing, in the
event a Lender Default exists, no Facing Agent shall be required to issue any
Letter of Credit unless the respective Facing Agent has entered into
arrangements satisfactory to it and the applicable Borrower to eliminate such
Facing Agent's risk with respect to the participation in Letters of Credit of
the Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender or Lenders' applicable Multicurrency Revolver Pro Rata Share
of the applicable LC Obligations.

                  (c) Letter of Credit Requests; Notices of Issuance. Whenever
Company, European Holdco or any Subsidiary Borrower desires that a Letter of
Credit be issued, Company shall give Administrative Agent and the respective
Facing Agent written notice thereof prior to 1:00 p.m. (New York City time) at
least five Business Days (or such shorter period as may be acceptable to such
Facing Agent) prior to the proposed date of issuance (which shall be a Business
Day) which written notice shall be in the form of Exhibit 2.10(c) (each a
"Letter of Credit Request") and may be submitted via facsimile to the respective
Facing Agent (who may rely upon such facsimile if it were an original thereof).
Each such notice shall specify (A) the proposed issuance date and expiration
date, (B) the name(s) of each obligor with respect to such Letter of Credit, (C)
the applicable Borrower as the account party, (D) the name and address of the
beneficiary (which Person shall be acceptable to the respective Facing Agent),
(E) the Stated Amount in Dollars or the Alternative Currency of such proposed
Letter of Credit and (F) the purpose of such Letter of Credit (which shall be
acceptable to Agent and the respective Facing Agent) and such other information
as such Facing Agent may reasonably request. In addition, each Letter of Credit
Request shall contain a general description of the terms and conditions to be
included in such proposed Letter of Credit (all of which terms and conditions
shall be acceptable to the respective Facing Agent). Unless otherwise specified,
all Letters of Credit will be governed by the Uniform Customs and Practices for
Documentary Credit Operations as in effect on the date of issuance of such
Letter of Credit. Each Letter of Credit Request shall include any other
documents as the respective Facing Agent customarily requires in connection
therewith. Each Facing Agent shall, promptly after the issuance of or amendment
or modification to a Letter of Credit, give Administrative Agent and the
applicable Borrower written notice of the issuance, amendment or modification of
such Letter of Credit, accompanied by a copy of such issuance, amendment or
modification. Promptly upon receipt of such notice, Administrative Agent shall
give each Multicurrency Revolving Lender written notice of such issuance,
amendment or modification, and if so requested by any Multicurrency Revolving
Lender, Administrative Agent shall provide such Multicurrency Revolving Lender
with copies of such issuance, amendment or modification.

                  (d) Agreement to Repay Letter of Credit Payments.

                           (i) Company hereby agrees to reimburse (or cause the
applicable Borrower to reimburse) the respective Facing Agent, by making payment
to Administrative Agent in immediately available funds in Dollars at the Payment
Office, for any payment or disbursement made by such Facing Agent under and in
accordance with any Letter of Credit (each such amount so paid or disbursed
until reimbursed, an "Unpaid Drawing"), no later than one Business Day after the
date on which Company receives notice of such payment or disbursement (if such
Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent
amount of such Unpaid Drawing), with interest on the amount so paid or disbursed
by such Facing Agent, to the extent not reimbursed prior to 12:00 Noon (New York
City time) on the date of such payment or disbursement, from and including the
date paid or disbursed to but excluding the date such Facing Agent is reimbursed
therefor by Company at a rate per annum which shall be the Base Rate in effect
from time to time plus the Applicable Base Rate Margin; provided, however, that,
anything contained in this Agreement to the contrary notwithstanding, (i) unless
Company shall have notified Administrative Agent and the applicable Facing Agent
prior to 10:00 a.m. (New York City time) on the Business Day following receipt
of such notice that the applicable Facing Agent will be reimbursed for the
amount of such Unpaid Drawing with funds other than the proceeds of
Multicurrency Revolving Loans, Company shall be deemed to have timely given a
Notice of Borrowing to Administrative Agent requesting each Multicurrency
Revolving Lender to make Multicurrency Revolving Loans which are Base Rate Loans
on the date on which such Unpaid Drawing is honored in an amount equal to the
Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent
shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders
thereof and (ii) unless any of the events described in Section 10.1(e) or
10.1(f) shall have occurred (in which event the procedures of Section 2.10(e)
shall apply), each such Multicurrency Revolving Lender shall, on the date such
drawing is honored, make Multicurrency Revolving Loans which are Base Rate Loans
in the amount of its Multicurrency Revolver Pro Rata Share of the Dollar
Equivalent of such Unpaid Drawing, the proceeds of which shall be applied
directly by Administrative Agent to reimburse the applicable Facing Agent for
the amount of such Unpaid Drawing; and provided, further, that, if for any
reason, proceeds of Multicurrency Revolving Loans are not received by the
applicable Facing Agent on such date in an amount equal to the amount of the
Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the
applicable Facing Agent, on the Business Day immediately following the date such
drawing is honored, in an amount in same day funds equal to the excess of the
amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of
the amount of such Multicurrency Revolving Loans, if any, which are so received,
plus accrued interest on such amount at the rate set forth in Section 3.1(a);
provided, however, to the extent such amounts are not reimbursed prior to 12:00
Noon (New York City time) on the fifth Business Day following such payment or
disbursement, interest shall thereafter accrue on the amounts so paid or
disbursed by such Facing Agent (and until reimbursed by Company) at a rate per
annum which shall be the Base Rate in effect from time to time plus the
Applicable Base Rate Margin plus an additional 2% per annum, such interest also
to be payable on demand. The respective Facing Agent shall give Company prompt
notice of each Drawing under any Letter of Credit, provided that, the failure to
give any such notice shall in no way affect, impair or diminish Company's
obligations hereunder.

                           (ii) The Obligations of Company under this Section
2.10(d) to reimburse the respective Facing Agent with respect to drawings on
Letters of Credit (each, a "Drawing") (including, in each case, interest
thereon) shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which any
Borrower may have or have had against any Facing Agent, Agent or any Lender
(including in its capacity as issuer of the Letter of Credit or as LC
Participant), or any non-application or misapplication by the beneficiary of the
proceeds of such Drawing, the respective Facing Agent's only obligation to
Borrowers being to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear to
comply on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by any Facing Agent under or in connection with any
Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct as determined by a final and non-appealable judgment rendered
by a court of competent jurisdiction, shall not create for such Facing Agent any
resulting liability to any Borrower.

                  (e) Letter of Credit Participations.

                           (i) Immediately upon the issuance by any Facing Agent
of any Letter of Credit, such Facing Agent shall be deemed to have sold and
transferred to each Multicurrency Revolving Lender, other than such Facing Agent
(each such Lender, in its capacity under this Section 2.10(e), a "LC
Participant"), and each such LC Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Facing Agent, without
recourse or warranty, an undivided interest and participation, to the extent of
such Multicurrency Revolving Lender's Multicurrency Revolver Pro Rata Share, in
such Letter of Credit, each substitute Letter of Credit, each Drawing made
thereunder and the obligations of Borrowers under this Agreement with respect
thereto (although Letter of Credit fees shall be payable directly to
Administrative Agent for the account of the LC Participant as provided in
Section 2.10(g) and the LC Participants shall have no right to receive any
portion of the facing fees), and any security therefor or guaranty pertaining
thereto. Upon any change in the Multicurrency Revolving Commitments of the
Multicurrency Revolving Lenders, it is hereby agreed that, with respect to all
outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit,
there shall be an automatic adjustment pursuant to this Section 2.10(e) to
reflect the new Multicurrency Revolver Pro Rata Share of the assignor and
assignee Lender or of all Lenders with Multicurrency Revolving Commitments, as
the case may be.

                           (ii) In determining whether to pay under any Letter
of Credit, such Facing Agent shall have no obligation relative to the LC
Participants other than to confirm that any documents required to be delivered
under such Letter of Credit appear to have been delivered and that they appear
to comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by any Facing Agent under or in connection
with any Letter of Credit issued by it if taken or omitted in the absence of
gross negligence or willful misconduct as determined by a final and
non-appealable judgment rendered by a court of competent jurisdiction, shall not
create for such Facing Agent any resulting liability to any Borrower or any
Lender.

                  (f) Draws Upon Letter of Credit; Reimbursement Obligations.

                           (i) In the event that any Facing Agent makes any
payment under any Letter of Credit issued by it and Company shall not have
reimbursed such amount in full to such Facing Agent pursuant to Section 2.10(d),
such Facing Agent shall promptly notify Administrative Agent, and Administrative
Agent shall promptly notify each LC Participant of such failure, and each such
LC Participant shall promptly and unconditionally pay to Administrative Agent
for the account of such Facing Agent, the amount of such LC Participant's
applicable Multicurrency Revolver Pro Rata Share of such payment in Dollars or,
if in an Alternative Currency, in such Alternative Currency and in same day
funds; provided, however, that no LC Participant shall be obligated to pay to
Administrative Agent its applicable Multicurrency Revolver Pro Rata Share of
such unreimbursed amount for any wrongful payment made by such Facing Agent
under a Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence as determined by a final and
non-appealable judgment rendered by a court of competent jurisdiction on the
part of such Facing Agent. If Administrative Agent so notifies any LC
Participant required to fund a payment under a Letter of Credit prior to 11:00
a.m. (New York City time) or, in the case of a Letter of Credit denominated in
an Alternative Currency, 11:00 a.m. (London time), on any Business Day, such LC
Participant shall make available to Administrative Agent for the account of the
respective Facing Agent such LC Participant's applicable Multicurrency Revolver
Pro Rata Share of the amount of such payment on such Business Day in same day
funds. If and to the extent such LC Participant shall not have so made its
applicable Multicurrency Revolver Pro Rata Share of the amount of such payment
available to Administrative Agent for the account of the respective Facing
Agent, such LC Participant agrees to pay to Administrative Agent for the account
of such Facing Agent, forthwith on demand such amount, together with interest
thereon, for each day from such date until the date such amount is paid to
Administrative Agent for the account of such Facing Agent at the overnight
Federal Funds rate. The failure of any LC Participant to make available to
Administrative Agent for the account of the respective Facing Agent its
applicable Multicurrency Revolver Pro Rata Share of any payment under any Letter
of Credit issued by it shall not relieve any other LC Participant of its
obligation hereunder to make available to Administrative Agent for the account
of such Facing Agent its applicable Multicurrency Revolver Pro Rata Share of any
payment under any such Letter of Credit on the day required, as specified above,
but no LC Participant shall be responsible for the failure of any other LC
Participant to make available to Agent for the account of such Facing Agent such
other LC Participant's applicable Multicurrency Revolver Pro Rata Share of any
such payment.

                           (ii) Whenever any Facing Agent receives a payment of
a reimbursement obligation as to which Administrative Agent has received for the
account of such Facing Agent any payments from the LC Participants pursuant to
this Section 2.10(f), such Facing Agent shall pay to Administrative Agent and
Administrative Agent shall pay to each LC Participant which has paid its
Multicurrency Revolver Pro Rata Share thereof, in Dollars or, if in an
Alternative Currency, in such Alternative Currency and in same day funds, an
amount equal to such LC Participant's Multicurrency Revolver Pro Rata Share of
the principal amount of such reimbursement obligation and interest thereon
accruing after the purchase of the respective participations.

                           (iii) The obligations of the LC Participants to make
payments to each Facing Agent with respect to Letters of Credit issued by it
shall be irrevocable and not subject to any qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

                                    (A) any lack of validity or enforceability
of this Agreement or any of the other Loan Documents;

                                    (B) The existence of any claim, setoff,
defense or other right which any Borrower or any of its Subsidiaries may have at
any time against a beneficiary named in a Letter of Credit, any transferee of
any Letter of Credit (or any Person for whom any such transferee may be acting),
Administrative Agent, any LC Participant, or any other Person, whether in
connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying
transaction between any Borrower and the beneficiary named in any such Letter of
Credit);

                                    (C) any draft, certificate or any other
document presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect to any statement therein being untrue or
inaccurate in any respect;

                                    (D) the surrender or impairment of any
security for the performance or observance of any of the terms of any of the
Loan Documents; or

                                    (E) the occurrence or continuance of any
Event of Default or Unmatured Event of Default.

                  (g) Fees for Letters of Credit.

                           (i) Facing Agent Fees. Company agrees to pay (or to
cause the applicable Borrower to pay) in Dollars the following amount to the
respective Facing Agent with respect to the Letters of Credit issued by it for
the account of any Borrower:

                                    (A) with respect to payments made under any
Letter of Credit, interest, payable on demand, on the amount paid by such Facing
Agent in respect of each such payment from the date of the payments through the
date such amount is reimbursed by Company (including any such reimbursement out
of the proceeds of Multicurrency Revolving Loans at a rate determined in
accordance with the terms of Section 2.10(d)(i));

                                    (B) with respect to the issuance or
amendment of each Letter of Credit and each payment made thereunder, documentary
and processing charges in accordance with such Facing Agent's standard schedule
for such charges in effect at the time of such issuance, amendment, transfer or
payment, as the case may be; and

                                    (C) a facing fee equal to one-eighth of 1%
per annum of the Stated Amount of outstanding and undrawn LC Obligations payable
in arrears on each Quarterly Payment Date and on the Multicurrency Revolver
Termination Date and thereafter, on demand together with customary issuance and
payment charges, provided that, a minimum fee of $500.00 per annum shall be
payable per Letter of Credit.

                           (ii) Participating Lender Fees. Company agrees to pay
in Dollars to Administrative Agent for distribution to each participating Lender
in respect of all Letters of Credit outstanding such Lender's Multicurrency
Revolver Pro Rata Share of a commission equal to the then Applicable
Eurocurrency Margin for Multicurrency Revolving Loans with respect to the
Effective Amount of such outstanding Letters of Credit (the "LC Commission"),
payable in arrears on and through each Quarterly Payment Date, on the
Multicurrency Revolver Termination Date and thereafter, on demand. The LC
Commission shall be computed on a daily basis from the first day of issuance of
each Letter of Credit and on the basis of the actual number of days elapsed over
a year of 360 days.

                           Promptly upon receipt by the respective Facing Agent
or Administrative Agent of any amount described in
clause (i)(A) or (ii) of this Section 2.10(g), such Facing Agent or
Administrative Agent shall distribute to each Lender that has reimbursed such
Facing Agent in accordance with Section 2.10(d) its Multicurrency Revolver Pro
Rata Share of such amount. Amounts payable under clause (i)(B) and (C) of this
Section 2.10(e) shall be paid directly to such Facing Agent.

                  (h) Indemnification. In addition to amounts payable as
elsewhere provided in this Agreement, Company hereby agrees to protect,
indemnify, pay and hold each Facing Agent harmless from and against any and all
claims, demands, liabilities, damages, losses, costs, charges and expenses
(including reasonable attorneys' fees) (other than for Taxes, which shall be
covered by Section 4.7, and Excluded Taxes) which any Facing Agent may incur or
be subject to as a consequence, direct or indirect, of (i) the issuance of the
Letters of Credit, other than as a result of the gross negligence or willful
misconduct as determined by a final and non-appealable judgment rendered by a
court of competent jurisdiction with respect to such Facing Agent or (ii) the
failure of any Facing Agent to honor a Drawing under any Letter of Credit as a
result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority (all such acts
or omissions herein called "Government Acts"). As between Borrowers and each
Facing Agent, Borrowers assume all risks of the acts and omissions of, or misuse
of the Letters of Credit issued by any Facing Agent by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, each Facing Agent shall not be responsible: (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of or
any Drawing under such Letters of Credit, even if it should in fact prove to be
in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) for the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) for failure of the beneficiary
of any such Letter of Credit to comply fully with conditions required in order
to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) for errors in
interpretation of technical terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a Drawing
under any such Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any Drawing under such Letter of Credit; and (viii) for any consequences
arising from causes beyond the control of each Facing Agent, including, without
limitation, any acts of Government Authority. None of the above shall affect,
impair, or prevent the vesting of any of each Facing Agent's rights or powers
hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by any
Facing Agent under or in connection with the Letters of Credit issued by it or
the related certificates, if taken or omitted in good faith and in the absence
of gross negligence and willful misconduct as determined by a final and
non-appealable judgment rendered by a court of competent jurisdiction, shall not
put any Facing Agent under any resulting liability to any Borrower.

                  Notwithstanding anything to the contrary contained in this
Agreement, no Borrower shall have any obligation to indemnify any Facing Agent
in respect of any liability incurred by such Facing Agent to the extent arising
out of the gross negligence or willful misconduct of such Facing Agent. The
right of indemnification in the first paragraph of this Section 2.10(h) shall
not prejudice any rights that any Borrower may otherwise have against each
Facing Agent with respect to a Letter of Credit issued hereunder.

                  (i) Increased Costs. If at any time after the date hereof the
introduction of or any change in any applicable law, rule, regulation, order,
guideline or request (other than any law, rule, regulation, guidelines or
request relating to Excluded Taxes) or in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or
administration thereof, or compliance by each Facing Agent or such Lender with
any request or directive by any such authority (whether or not having the force
of law or any change in GAAP), shall either (i) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement against
letters of credit issued by any Facing Agent or participated in by any Lender,
or (ii) impose on any Facing Agent or any Lender any other conditions relating,
directly or indirectly, to this Agreement or any Letter of Credit; and the
result of any of the foregoing is to increase the cost to any Facing Agent or
any Lender of issuing, maintaining or participating in any Letter of Credit, or
reduce the amount of any sum received or receivable by such Facing Agent or any
Lender hereunder or reduce the rate of return on its capital with respect to
Letters of Credit, then, upon demand to Company by the respective Facing Agent
or any Lender (a copy of which demand shall be sent by such Facing Agent or such
Lender to Administrative Agent), Company shall pay (or cause the applicable
Borrower to pay) to such Facing Agent or such Lender such additional amount or
amounts as will compensate such Lender for such increased cost or reduction in
the amount receivable or reduction on the rate of return on its capital. Each
Facing Agent or any Lender, upon determining that any additional amounts will be
payable pursuant to this Section 2.10(i), will give prompt written notice
thereof to Company, which notice shall include a certificate submitted to
Company by the respective Facing Agent or such Lender (a copy of which
certificate shall be sent by such Facing Agent or such Lender to Administrative
Agent), setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate such Facing Agent or such
Lender, although failure to give any such notice shall not release or diminish
Company's obligations to pay additional amounts pursuant to this Section
2.10(i). The certificate required to be delivered pursuant to this Section
2.10(i) shall, absent manifest error, be final, conclusive and binding on
Company.

                  (j) Outstanding Letters of Credit. The letters of credit set
forth under the caption "Letters of Credit outstanding on the Effective Date" on
Schedule 2.10(j) annexed hereto and made a part hereof which were issued
pursuant to the Existing Credit Agreement and remain outstanding as of the
Initial Borrowing Date (the "Outstanding Letters of Credit"). Company, each
Facing Agent and each of the Lenders hereby agree with respect to the
Outstanding Letters of Credit that such Outstanding Letters of Credit, for all
purposes under this Agreement shall be deemed to be Letters of Credit governed
by the terms and conditions of this Agreement. Each Lender agrees to participate
in each Outstanding Letter of Credit issued by any Facing Agent in an amount
equal to its Multicurrency Revolver Pro Rata Share of the Stated Amount of such
Outstanding Letter of Credit.

         2.11 Pro Rata Borrowings. Except as expressly provided in Section
2A.9(e), Borrowings of Loans under this Agreement shall be loaned by the
applicable Lenders pro rata on the basis of their Commitments. No Lender shall
be responsible for any default by any other Lender in its obligation to make
Loans hereunder and each Lender shall be obligated to make the Loans provided to
be made by it hereunder, regardless of the failure of any other Lender to
fulfill its Commitments hereunder.

                                  ARTICLE IIA

                                CANADIAN REVOLVER

         2A.1 The Canadian Revolving Commitments. Each Canadian Revolving
Lender, severally and for itself alone, hereby agrees, on the terms and subject
to the conditions hereinafter set forth and in reliance upon the representations
and warranties set forth herein and in the other Loan Documents, to make loans
to Canadian Borrower on a revolving basis, including by means of B/As or B/A
Equivalent Loans, from time to time during the Canadian Commitment Period in an
amount not to exceed its Canadian Revolver Pro Rata Share of the Total Available
Canadian Revolving Commitment (each such loan by any Lender, a "Canadian
Revolving Loan" and collectively, the "Canadian Revolving Loans"). The Canadian
Revolving Loans (i) shall be denominated in Canadian Dollars and (ii) if made on
the Initial Borrowing Date, shall be made as Canadian Prime Rate Loans. Except
as hereinafter provided, Canadian Revolving Loans may, at the option of Canadian
Borrower, be maintained as and/or converted into Canadian Prime Rate Loans or
B/A Loans. All Canadian Revolving Loans comprising the same Borrowing hereunder
shall be made by the Canadian Revolving Lenders simultaneously and in proportion
to their respective Canadian Revolving Commitments. Prior to the Canadian
Revolver Termination Date, Canadian Revolving Loans may be repaid and reborrowed
by Canadian Borrower in accordance with the provisions hereof and, except as
otherwise specifically provided herein, all Canadian Revolving Loans comprising
the same Borrowing shall at all times be of the same Type. As the context may
require, references to the outstanding principal amount of any Canadian
Revolving Loan shall include the face amount of B/A Loans.

         2A.2 Notes.

                  (a) Evidence of Indebtedness. At the request of any Canadian
Revolving Lender, Canadian Borrower's obligation to pay the principal of and
interest on all the Loans (other than B/As) made to it by each Lender shall be
evidenced by a promissory note (each, a "Canadian Revolving Note" and,
collectively, the "Canadian Revolving Notes") duly executed and delivered by
Canadian Borrower substantially in the form of Exhibit 2A.2(a) hereto, with
blanks appropriately completed in conformity herewith.

                  (b) Notation of Payments. Each Canadian Revolving Lender will
note on its internal records the amount of each Canadian Revolving Loan made by
it and each payment in respect thereof and will, prior to any transfer of its
Canadian Revolving Note in accordance with the terms of this Agreement, endorse
on the reverse side thereof the outstanding principal amount of Canadian
Revolving Loans evidenced thereby. Failure to make any such notation shall not
affect Canadian Borrower's or any guarantor's obligations hereunder or under the
other applicable Loan Documents in respect of such Canadian Revolving Loans.

         2A.3 Minimum Amount of Each Borrowing; Maximum Number of Borrowings.
The aggregate principal amount of each Borrowing by Canadian Borrower hereunder
shall be not less than the Minimum Borrowing Amount and, if greater, shall be in
integral multiples of Cdn.$1,000,000 above such minimum (or, if less, the then
Total Available Canadian Revolving Commitment). More than one Borrowing may be
incurred on any date.

         2A.4 Borrowing Options. The Canadian Revolving Loans shall, at the
option of Canadian Borrower except as otherwise provided in this Agreement, be
(i) Canadian Prime Rate Loans, (ii) B/A Loans, or (iii) part Canadian Prime Rate
Loans and part B/A Loans, provided that, (x) all Canadian Revolving Loans made
by the Canadian Revolving Lenders pursuant to the same Borrowing shall, unless
otherwise specifically provided herein, consist entirely of Canadian Revolving
Loans of the same Type and (y) except as permitted by Canadian Administrative
Agent in its sole discretion, no incurrences of, or conversions into B/A Loans
may be effected prior to the earlier of (1) the 60th day after the Initial
Borrowing Date and (2) the Syndication Date.

         2A.5 Notice of Canadian Borrowing. Whenever Canadian Borrower desires
to make a Borrowing of any Canadian Revolving Loan hereunder, Canadian Borrower
shall give Canadian Administrative Agent at its office located at 222 Bay
Street, Suite 1100, P.O. Box 64, Toronto, Ontario, Canada M5K1E7 or such other
address as Canadian Administrative Agent may hereafter designate in writing to
the parties hereto) (the "Canadian Notice Address") at least one Business Day's
(two Business Days' in the case of B/A Loans) prior written notice (or
telephonic notice promptly confirmed in writing), given not later than 12:00
p.m. (New York City time) of each B/A Loan or Canadian Prime Rate Loan;
provided, however, that a Notice of Canadian Borrowing with respect to
Borrowings to be made on the date hereof may, at the discretion of Canadian
Administrative Agent, be delivered later than the time specified above. Each
such notice (each a "Notice of Canadian Borrowing"), which shall be in the form
of Exhibit 2A.5 hereto, shall be irrevocable, shall be deemed a representation
by Canadian Borrower that all conditions precedent to such Borrowing have been
satisfied and shall specify (i) the aggregate principal amount of the Loans (or
the face amount of the B/A Loans, as the case may be) to be made pursuant to
such Borrowing, (ii) the date of Borrowing (which shall be a Business Day), and
(iii) whether the Loans being made pursuant to such Borrowing are to be Canadian
Prime Rate Loans or B/A Loans and with respect to B/A Loans the Contract Period
and maturity date to be applicable thereto. Canadian Administrative Agent shall
as promptly as practicable give each Canadian Revolving Lender written or
telephonic notice (promptly confirmed in writing) of each proposed Borrowing, of
such Canadian Revolving Lender's Canadian Revolver Pro Rata Share thereof and of
the other matters covered by the Notice of Canadian Borrowing. Without in any
way limiting Company's and Canadian Borrower's obligation to confirm in writing
any telephonic notice, Canadian Administrative Agent may act without liability
upon the basis of telephonic notice believed by Canadian Administrative Agent in
good faith to be from a Responsible Officer of Canadian Borrower prior to
receipt of written confirmation. Canadian Administrative Agent's records shall,
absent manifest error, be final, conclusive and binding on Canadian Borrower
with respect to evidence of the terms of such telephonic Notice of Canadian
Borrowing. Canadian Borrower hereby agrees not to dispute Canadian
Administrative Agent's or DB's record of the time of telephonic notice.

         2A.6 Conversion or Continuation. Subject to Section 2A.4, Canadian
Borrower may elect (i) on any Business Day to convert Canadian Prime Rate Loans
or any portion thereof to B/A Loans and (ii) at the end of any Contract Period
with respect thereto, to convert B/A Loans or any portion thereof into Canadian
Prime Rate Loans or continue such B/A Loans or any portion thereof for an
additional Contract Period; provided, however, that the aggregate face amount of
the B/A Loans for each Contract Period therefor must be in an aggregate
principal amount of Cdn.$5,000,000 or an integral multiple of Cdn.$1,000,000 in
excess thereto. Each such election shall be in substantially the form of Exhibit
2A.6 hereto (a "Notice of Canadian Conversion or Continuation") and shall be
made by giving Canadian Administrative Agent at least two Business Days' prior
written notice thereof to the Canadian Notice Address given not later than 12:00
p.m. (New York City time), specifying (i) the amount and type of conversion or
continuation, (ii) in the case of a conversion to or a continuation of B/A
Loans, the Contract Period therefor, and (iii) in the case of a conversion, the
date of conversion (which date shall be a Business Day). Notwithstanding the
foregoing, no conversion in whole or in part of Canadian Prime Rate Loans to B/A
Loans, and no continuation in whole or in part of B/A Loans upon the expiration
of the Contract Period therefor, shall be permitted at any time at which an
Unmatured Event of Default or an Event of Default shall have occurred and be
continuing. If, within the time period required under the terms of this Section
2A.6, Canadian Administrative Agent does not receive a Notice of Canadian
Conversion or Continuation from Canadian Borrower containing a permitted
election to continue any B/A Loans for an additional Contract Period or to
convert any such Loans, then, upon the expiration of the Contract Period
therefor, such Loans will be automatically converted to Canadian Prime Rate
Loans. Each Notice of Canadian Conversion or Continuation shall be irrevocable.

         2A.7 Disbursement of Funds. No later than 12:00 p.m. (local time at the
place of funding) on the date specified in each Notice of Canadian Borrowing,
each Canadian Revolving Lender will make available its Canadian Revolver Pro
Rata Share of Canadian Revolving Loans of the Borrowing requested to be made on
such date in Canadian Dollars and in immediately available funds, at the
Canadian Payment Office and Canadian Administrative Agent will make available to
Canadian Borrower at its Canadian Payment Office the aggregate of the amounts so
made available by the Lenders not later than 2:00 p.m. (local time in the place
of payment). Unless Canadian Administrative Agent shall have been notified by
any such Lender at least one Business Day prior to the date of Borrowing that
such Lender does not intend to make available to Canadian Administrative Agent
such Lender's portion of the Borrowing to be made on such date, Canadian
Administrative Agent may assume that such Lender has made such amount available
to Canadian Administrative Agent on such date of Borrowing and Canadian
Administrative Agent may, but shall not be required to, in reliance upon such
assumption, make available to Canadian Borrower a corresponding amount. If such
corresponding amount is not in fact made available to Canadian Administrative
Agent by such Lender on the date of Borrowing, Canadian Administrative Agent
shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon
Canadian Administrative Agent's demand therefor, Canadian Administrative Agent
shall promptly notify Canadian Borrower and, if so notified, Canadian Borrower
shall immediately pay such corresponding amount to Canadian Administrative
Agent. Canadian Administrative Agent shall also be entitled to recover from
Canadian Borrower interest on such corresponding amount in respect of each day
from the date such corresponding amount was made available by Canadian
Administrative Agent to Canadian Borrower to the date such corresponding amount
is recovered by Canadian Administrative Agent, at a rate per annum equal to the
rate for Canadian Prime Rate Loans or B/A Loans, as the case may be, applicable
during the period in question; provided, however, that any interest paid to
Canadian Administrative Agent in respect of such corresponding amount shall be
credited against interest payable by Canadian Borrower to such Lender under
Section 3.1 in respect of such corresponding amount. Any amount due hereunder to
Canadian Administrative Agent from any Lender which is not paid when due shall
bear interest payable by such Lender, from the date due until the date paid, at
the average of the rates per annum for Canadian Dollar bankers' acceptances
having a term of 30 days that appears on the display referred to as the "CDOR
Page" (or any display substituted therefor) of Reuter Monitor Money Rates
Service as of 10:00 a.m. (Toronto time) on the date of determination, as
reported by Canadian Administrative Agent (and if such screen is not available,
any successor or similar service as may be selected by Canadian Administrative
Agent) for the first three days after the date such amount is due and thereafter
at the average of the rates per annum for Canadian Dollar bankers' acceptances
having a term of 30 days that appears on the display referred to as the "CDOR
Page" (or any display substituted therefor) of Reuter Monitor Money Rates
Service as of 10:00 a.m. (Toronto time) on the date of determination, as
reported by Canadian Administrative Agent (and if such screen is not available,
any successor or similar service as may be selected by Canadian Administrative
Agent) plus 1%, together with Canadian Administrative Agent's standard interbank
processing fee. Further, such Lender shall be deemed to have assigned any and
all payments made of principal and interest on its Loans, and any other amounts
due to it hereunder first to Canadian Administrative Agent to fund any
outstanding Loans made available on behalf of such Lender by Canadian
Administrative Agent pursuant to this Section 2A.7 until such Loans have been
funded (as a result of such assignment or otherwise) and then to fund Loans of
all Lenders other than such Lender until each Lender has outstanding Loans equal
to its Canadian Revolver Pro Rata Share of all Canadian Revolving Loans (as a
result of such assignment or otherwise). Such Lender shall not have recourse
against Canadian Borrower with respect to any amounts paid to Canadian
Administrative Agent or any Lender with respect to the preceding sentence,
provided that, such Lender shall have full recourse against Canadian Borrower to
the extent of the amount of such Loans it has so been deemed to have made.
Nothing herein shall be deemed to relieve any Lender from its obligation to
fulfill its Canadian Revolving Commitment hereunder or to prejudice any rights
which Canadian Borrower may have against the Lender as a result of any default
by such Lender hereunder.

         2A.8 Pro Rata Borrowings. Except as expressly provided in Section
2A.9(e), all Borrowings of Canadian Revolving Loans under this Agreement shall
be loaned by the Canadian Revolving Lenders pro rata on the basis of their
Canadian Revolving Commitments. No Lender shall be responsible for any default
by any other Lender in its obligation to make Loans hereunder and each Lender
shall be obligated to make the Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to fulfill its Canadian Revolving
Commitment hereunder.

         2A.9 Bankers' Acceptances. (a) Subject to the terms and conditions of
this Agreement, Canadian Borrower may request a Canadian Revolving Loan
denominated in Canadian Dollars by presenting drafts for acceptance and, if
applicable, purchase as B/A's by the Canadian Revolving Lenders.

                  (b) A Canadian Revolving Lender shall not be obliged to either
accept any draft presented for acceptance or advance any B/A Equivalent Loan:

                           (i) which is drawn on, or where the Contract Period
applicable thereto expires, on a day which is not
a Business Day;

                           (ii) where the Contact Period applicable thereto
matures on a day subsequent to the Canadian Revolver
Termination Date;

                           (iii) where the Contract Period applicable thereto
has a term other than approximately 30, 60, 90 or 180 days;

                           (iv) which is denominated in any currency other than
Canadian Dollars;

                           (v) which is not in a form satisfactory to such
Canadian Revolving Lender or Canadian Administrative
Agent;

                           (vi) in respect of which the Canadian Borrower has
not then paid the applicable Acceptance Fee; or

                           (vii) if an Unmatured Event of Default or an Event of
Default has occurred and is continuing.

                  (c) To facilitate availment of B/A Loans, Canadian Borrower
hereby appoints each Canadian Revolving Lender as its attorney to sign and
endorse on its behalf (in accordance with a Notice of Canadian Borrowing or
Notice of Canadian Conversion or Continuation relating to a B/A Loan pursuant to
Section 2A.5 or Section 2A.6), in handwriting or by facsimile or mechanical
signature as and when deemed necessary by such Canadian Revolving Lender, blank
drafts in the form requested by such Canadian Revolving Lender. In this respect,
it is each Canadian Revolving Lender's responsibility to maintain an adequate
supply of blank drafts for acceptance under this Agreement. Canadian Borrower
recognizes and agrees that all drafts signed and/or endorsed by a Canadian
Revolving Lender on behalf of Canadian Borrower shall bind Canadian Borrower as
fully and effectually as if signed in the handwriting of and duly issued by the
proper signing officers of Canadian Borrower. Each Canadian Revolving Lender is
hereby authorized (in accordance with a Notice of Canadian Borrowing or Notice
of Canadian Conversion or Continuation relating to a B/A Loan) to issue such
B/A's endorsed in blank in such face amounts as may be determined by such
Canadian Revolving Lender, provided that, the aggregate amount thereof is equal
to the aggregate amount of drafts required to be accepted and purchased by such
Canadian Revolving Lender. No Canadian Revolving Lender shall be liable for any
damage, loss or other claim arising by reason of any loss or improper use of any
such instrument except for the gross negligence or willful misconduct of the
Canadian Revolving Lender or its officers, employees, agents or representatives.
Each Canadian Revolving Lender shall maintain a record, which shall be made
available to Canadian Borrower upon its request, with respect to drafts (i)
received by it in blank hereunder, (ii) voided by it for any reason, (iii)
accepted and purchased by it hereunder, and (iv) cancelled at their respective
maturities. On request by or on behalf of Canadian Borrower, a Canadian
Revolving Lender shall cancel all forms of B/A's which have been pre-signed or
pre-endorsed on behalf of Canadian Borrower and that are held by such Canadian
Revolving Lender and are not required to be issued in accordance with Canadian
Borrower's irrevocable notice. Alternatively, Canadian Borrower agrees that, at
the request of Canadian Administrative Agent, Canadian Borrower shall deliver to
Canadian Administrative Agent a "depository note" which complies with the
requirements of the Depository Bills and Notes Act (Canada), and consents to the
deposit of any such depository note in the book-based debt clearance system
maintained by the Canadian Depository for Securities.

                  (d) Drafts of Canadian Borrower to be accepted as B/A's
hereunder shall be signed as set forth in this Section 2A.9. Notwithstanding
that any Person whose signature appears on any B/A may no longer be an
authorized signatory for any Canadian Revolving Lender or Canadian Borrower at
the date of issuance of a B/A, such signature shall nevertheless be valid and
sufficient for all purposes as if such authority had remained in force at the
time of such issuance and any such B/A so signed shall be binding on Canadian
Borrower.

                  (e) Promptly following the receipt of a Notice of Canadian
Borrowing or Notice of Canadian Conversion or Continuation specifying a Canadian
Revolving Loan by way of B/A's, Canadian Administrative Agent shall so advise
the Canadian Revolving Lenders and shall advise each Canadian Revolving Lender
of the aggregate face amount of the B/A's to be accepted by it and the
applicable Contract Period (which shall be identical for all Canadian Revolving
Lenders). In the case of Canadian Revolving Loans comprised of B/A Loans, the
aggregate face amount of the B/A's to be accepted by a Canadian Revolving Lender
shall be in a minimum aggregate amount of Cdn.$500,000 and shall be a whole
multiple of Cdn.$100,000, and such face amount shall be in the Canadian
Revolving Lenders' pro rata portions of such Canadian Revolving Loan, provided
that, Canadian Administrative Agent may in its sole discretion increase or
reduce any Canadian Revolving Lender's portion of such B/A Loan to the nearest
Cdn.$100,000.

                  (f) Canadian Borrower may specify in a Notice of Canadian
Borrowing pursuant to Section 2A.5 or a Notice of Canadian Conversion or
Continuation pursuant to Section 2A.6 that it desires that any B/A's requested
by such notice be purchased by the Canadian Revolving Lenders, in which case the
Canadian Revolving Lenders shall, upon acceptance of a B/A by a Canadian
Revolving Lender, purchase, or arrange for the purchase of, each B/A from
Canadian Borrower at the Discount Rate for such Canadian Revolving Lender
applicable to such B/A accepted by it and provide to Canadian Administrative
Agent the Discount Proceeds for the account of Canadian Borrower. The Acceptance
Fee payable by Canadian Borrower to a Canadian Revolving Lender under Section
3.1(d) in respect of each B/A accepted by such Canadian Revolving Lender shall
be set off against the Discount Proceeds payable by such Canadian Revolving
Lender under this Section 2A.9.

                  (g) Each Canadian Revolving Lender may at any time and from
time to time hold, sell, rediscount or otherwise dispose of any or all B/A's
accepted and purchased by it.

                  (h) If a Canadian Revolving Lender is not a chartered bank
under the Bank Act (Canada) or if a Canadian Revolving Lender notifies Canadian
Administrative Agent in writing that it is otherwise unable to accept Bankers'
Acceptances, such Canadian Revolving Lender will, instead of accepting and, if
applicable, purchasing Bankers' Acceptances, make an advance (a "B/A Equivalent
Loan") to Canadian Borrower in the amount and for the same term as the draft
that such Canadian Revolving Lender would otherwise have been required to accept
and purchase hereunder. Each such Canadian Revolving Lender will provide to
Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan
for the account of Canadian Borrower. Each such B/A Equivalent Loan will bear
interest at the same rate that would result if such Lender had accepted (and
been paid an Acceptance Fee) and purchased (on a discounted basis at the
Discount Rate) a Bankers' Acceptance for the relevant Contract Period (it being
the intention of the parties that each such B/A Equivalent Loan shall have the
same economic consequences for the applicable Lenders and Canadian Borrower as
the Bankers' Acceptance which such B/A Equivalent Loan replaces). All such
interest shall be paid in advance on the date such B/A Equivalent Loan is made,
and will be deducted from the principal amount of such B/A Equivalent Loan in
the same manner in which the Discount Proceeds of a Bankers' Acceptance would be
deducted from the face amount of the Bankers' Acceptance.

                  (i) Canadian Borrower waives presentment for payment and any
other defense to payment of any amounts due to a Canadian Revolving Lender in
respect of a B/A accepted and purchased by it pursuant to this Agreement which
might exist solely by reason of such B/A being held, at the maturity thereof, by
such Canadian Revolving Lender in its own right, and Canadian Borrower agrees
not to claim any days of grace if such Canadian Revolving Lender, as holder,
sues Canadian Borrower on the B/A for payment of the amount payable by Canadian
Borrower thereunder. Unless Canadian Borrower has requested and Canadian
Revolving Lenders have granted a continuation of such B/A Loan in accordance
with the provisions of this Agreement, on the last day of the Contract Period of
a B/A, or such earlier date as may be required or permitted pursuant to the
provisions of this Agreement, Canadian Borrower shall pay the Canadian Revolving
Lender that has accepted and purchased such B/A the full face amount of such B/A
and, after such payment, Canadian Borrower shall have no further liability in
respect of such B/A and such Canadian Revolving Lender shall be entitled to all
benefits of, and be responsible for all payments due to third parties under,
such B/A.

                  (j) Except as required by any Canadian Revolving Lender upon
the occurrence of an Event of Default, no B/A Loan may be repaid by Canadian
Borrower prior to the expiry date of the Contract Period applicable to such B/A
Loan; provided, however, that any B/A Loan may be defeased as provided in the
proviso to Section 4.3(d).

                                  ARTICLE III

                                INTEREST AND FEES

         3.1 Interest.

                  (a) Base Rate Loans. Each Borrower agrees to pay interest in
respect of the unpaid principal amount of such Borrower's Base Rate Loans from
the date the proceeds thereof are made available to such Borrower (or, if such
Base Rate Loan was converted from a Eurocurrency Loan, the date of such
conversion) until the earlier of (i) the maturity (whether by acceleration or
otherwise) of such Base Rate Loan or (ii) the conversion of such Base Rate Loan
to a Eurocurrency Loan pursuant to Section 2.6 at a rate per annum equal to the
relevant Base Rate plus the Applicable Base Rate Margin.

                  (b) Eurocurrency Loans. Each Borrower agrees to pay interest
in respect of the unpaid principal amount of such Borrower's Eurocurrency Loans
from the date the proceeds thereof are made available to such Borrower (or, if
such Eurocurrency Loan was converted from a Base Rate Loan, the date of such
conversion) until the earlier of (i) the maturity (whether by acceleration or
otherwise) of such Eurocurrency Loan or (ii) the conversion of such Eurocurrency
Loan to a Base Rate Loan pursuant to Section 2.6 at a rate per annum equal to
the relevant Eurocurrency Rate plus the Applicable Eurocurrency Margin.

                  (c) Canadian Prime Rate Loans. Canadian Borrower agrees to pay
interest in respect of the unpaid principal amount of each Canadian Prime Rate
Loan from the date the proceeds thereof are made available to Canadian Borrower
(or in the case of a conversion of a B/A Loan to a Canadian Prime Rate Loan, the
date of such conversion) until the earlier of (i) the maturity (whether by
acceleration or otherwise) of such Canadian Prime Rate Loan or (ii) the
conversion of such Canadian Prime Rate Loan to a B/A Loan pursuant to Section
2A.6 at a rate per annum equal to the Canadian Prime Rate plus the Applicable
Canadian Prime Rate Margin.

                  (d) B/A Loans. Canadian Borrower agrees to pay the Acceptance
Fee on the date of acceptance of a draft or making of a B/A Equivalent Loan as
calculated in the definition of "Acceptance Fee".

                  (e) Overnight Rate Loans. Company agrees to pay interest in
respect of the unpaid principal amount of each Overnight Rate Loan from the date
the proceeds thereof are made available to Company until the maturity of such
Overnight Rate Loan at a rate per annum equal to the Overnight Euro Rate or
Overnight LIBOR Rate, as applicable.

                  (f) Payment of Interest. Interest on each Loan (other than a
B/A Loan) shall be payable in arrears on each Interest Payment Date; provided,
however, that interest accruing pursuant to Section 3.1(h) shall be payable from
time to time on demand. Interest shall also be payable on all then outstanding
Multicurrency Revolving Loans or Canadian Revolving Loans on the Multicurrency
Revolver Termination Date or Canadian Revolver Termination Date, as applicable,
and on all Loans (other than B/A Loans) on the date of repayment (including
prepayment) thereof (except that voluntary prepayments of Multicurrency
Revolving Loans or Canadian Revolving Loans that are Base Rate Loans or Canadian
Prime Rate Loans made pursuant to Section 4.3 on any day other than a Quarterly
Payment Date, the Multicurrency Revolver Termination Date or Canadian Revolver
Termination Date, as applicable, need not be made with accrued interest from the
most recent Quarterly Payment Date, provided such accrued interest is paid on
the next Quarterly Payment Date) and on the date of maturity (by acceleration or
otherwise) of such Loans. During the existence of any Event of Default, interest
on any Loan shall be payable on demand.

                  (g) Notification of Rate. Administrative Agent or Canadian
Administrative Agent, upon determining the interest rate for any Borrowing of
Eurocurrency Loans for any Interest Period, shall promptly notify Borrowers and
the Lenders thereof. Such determination shall, absent manifest error and subject
to Section 3.6, be final, conclusive and binding upon all parties hereto.

                  (h) Default Interest. Notwithstanding the rates of interest
specified herein, effective on the date 30 days after the occurrence and
continuance of any Event of Default (other than the failure to pay Obligations
when due) and for so long thereafter as any such Event of Default shall be
continuing, and effective immediately upon any failure to pay any Obligations or
any other amounts due under any of the Loan Documents when due, whether by
acceleration or otherwise, the principal balance of each Loan (other than a B/A
Loan) then outstanding and, to the extent permitted by applicable law, any
interest payment on each Loan (other than a B/A Loan) not paid when due or other
amounts then due and payable shall bear interest payable on demand, after as
well as before judgment at a rate per annum equal to the Default Rate.

                  (i) Maximum Interest. If any interest payment or other charge
or fee payable hereunder exceeds the maximum amount then permitted by applicable
law, the applicable Borrower shall be obligated to pay the maximum amount then
permitted by applicable law and the applicable Borrower shall continue to pay
the maximum amount from time to time permitted by applicable law until all such
interest payments and other charges and fees otherwise due hereunder (in the
absence of such restraint imposed by applicable law) have been paid in full.

                  (j) Interest Act (Canada) Disclosure. For the purposes of the
Interest Act (Canada) and disclosure thereunder, whenever any interest or fee to
be paid hereunder or in connection herewith is to be calculated on the basis of
any period of time that is less than a calendar year, the yearly rate of
interest to which the rate used in such calculation is equivalent is the rate so
used multiplied by the actual number of days in the calendar year in which the
same is to be ascertained and divided by 360, 365 or 366, as applicable. The
rates of interest under this Agreement are nominal rates, and not effective
rates or yields. The principle of deemed reinvestment of interest does not apply
to any interest calculation under this Agreement.

                  3.2 Fees.

                  (a) Upfront Fees. Company shall pay the fees as set forth in
the fee letter between Company, DBSI, DB, Bank of America, N.A., Banc of America
Securities LLC, Bank One, N.A., Banc One Capital Markets, Inc. and Lehman
Commercial Paper Inc. to Administrative Agent for distribution as set forth
therein.

                  (b) Commitment Fees. Company shall pay to Administrative Agent
for pro rata distribution to each Non-Defaulting Lender having a Multicurrency
Revolving Commitment (based on its Multicurrency Revolver Pro Rata Share) a
commitment fee in Dollars (the "Commitment Fee") for the period commencing on
the Initial Borrowing Date to and including the Multicurrency Revolver
Termination Date or the earlier termination of the Multicurrency Revolving
Commitments (and, in either case, repayment in full of the Multicurrency
Revolving Loans and payment in full, or cash collateralization by the deposit of
cash into the Collateral Account in amounts and pursuant to arrangements
satisfactory to Administrative Agent, of the LC Obligations), computed at a rate
equal to the Applicable Commitment Fee Percentage per annum on the average daily
Total Available Multicurrency Revolving Commitment (with the Available
Multicurrency Revolving Commitment of each Lender determined without reduction
for such Lender's Multicurrency Revolver Pro Rata Share of Swing Line Loans
outstanding). Unless otherwise specified, accrued Commitment Fees shall be due
and payable in arrears (i) on each Quarterly Payment Date, (ii) on the
Multicurrency Revolver Termination Date and (iii) upon any reduction or
termination in whole or in part of the Multicurrency Revolving Commitments (but
only, in the case of a reduction, on the portion of the Multicurrency Revolving
Commitments then being reduced).

                  (c) Canadian Commitment Fee. Canadian Borrower agrees to pay
to Canadian Administrative Agent for pro rata distribution to each
Non-Defaulting Lender having a Canadian Revolving Commitment (based on its
Canadian Revolver Pro Rata Share) a commitment fee in Canadian Dollars (the
"Canadian Commitment Fee") for the period commencing on the Initial Borrowing
Date to and including the Canadian Revolver Termination Date or the earlier
termination of the Canadian Revolving Commitments (and, in either case,
repayment in full of the Canadian Revolving Loans), computed at a rate equal to
the Applicable Commitment Fee Percentage per annum on the average daily Total
Available Canadian Revolving Commitment. Unless otherwise specified, accrued
Canadian Commitment Fees shall be due and payable in arrears (i) on each
Quarterly Payment Date, (ii) on the Canadian Revolver Termination Date and (iii)
upon any reduction or termination in whole or in part of the Canadian Revolving
Commitments (but only, in the case of a reduction, on the portion of the
Canadian Revolving Commitments then being reduced).

                  (d) Agency Fees. The applicable Borrower shall pay to
Administrative Agent for its own account, agency and other Loan fees in the
amount and at the times set forth in administrative agent letter between
Borrowers and Administrative Agent.

         3.3 Computation of Interest and Fees. Interest on all Loans (other than
B/A Loans) and fees payable hereunder shall be computed on the basis of the
actual number of days elapsed over a year of 360 days, provided that, interest
on all Base Rate Loans, Canadian Prime Rate Loans and Multicurrency Revolving
Loans and Term A Loans denominated in Sterling shall be computed on the basis of
the actual number of days elapsed over a year of 365 or 366 days, as the case
may be. Each determination of an interest rate by Administrative Agent or
Canadian Administrative Agent pursuant to any provision of this Agreement shall
be conclusive and binding on each Borrower and the Lenders in the absence of
manifest error. Administrative Agent shall, at any time and from time to time
upon request of any Borrower, deliver to such Borrower a statement showing the
quotations used by Administrative Agent in determining any interest rate
applicable to Loans pursuant to this Agreement. Each change in the Applicable
Base Rate Margin, Applicable Eurocurrency Margin, Applicable Canadian Prime Rate
Margin or the Applicable Commitment Fee Percentage or any change in the
Applicable LC Commission as a result of a change in Borrowers' Most Recent
Leverage Ratio shall become effective on the date upon which such change in such
ratio occurs.

         3.4 Interest Periods. At the time it gives any Notice of Borrowing or a
Notice of Conversion or Continuation, with respect to Eurocurrency Loans, a
Borrower shall elect, by giving Administrative Agent written notice, the
interest period (each an "Interest Period") which Interest Period shall, at the
option of such Borrower, be one, two, three or six months or, if available to
each of the applicable Lenders (as determined by each such applicable Lender in
its sole discretion) a nine or twelve month period, provided that, prior to the
earlier to occur of the Syndication Date and sixty (60) days after the Initial
Borrowing Date, Interest Periods for Eurocurrency Loans shall be seven days,
except as permitted by Administrative Agent in its sole discretion (with all
such Interest Periods ending on the same day during such period); provided,
further, that:

                  (a) all Eurocurrency Loans comprising a Borrowing shall at all
times have the same Interest Period;

                  (b) the initial Interest Period for any Eurocurrency Loan
shall commence on the date of such Borrowing of such Eurocurrency Loan
(including the date of any conversion thereto from a Loan of a different Type)
and each Interest Period occurring thereafter in respect of such Eurocurrency
Loan shall commence on the last day of the immediately preceding Interest
Period;

                  (c) if any Interest Period relating to a Eurocurrency Loan
begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall
end on the last Business Day of such calendar month;

                  (d) if any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided, however, that if any Interest Period for a
Eurocurrency Loan would otherwise expire on a day which is not a Business Day
but is a day of the month after which no further Business Day occurs in such
month, such Interest Period shall expire on the next preceding Business Day;

                  (e) no Interest Period may be selected at any time when an
Unmatured Event of Default or Event of Default is then in existence;

                  (f) no Interest Period shall extend beyond the applicable Term
Maturity Date for any Term Loan, the Multicurrency Revolver Termination Date for
any Multicurrency Revolving Loan or the Canadian Revolver Termination Date for
any Canadian Revolving Loan; and

                  (g) no Interest Period in respect of any Borrowing of Term
Loans shall be selected which extends beyond any date upon which a mandatory
repayment of such Term Loans will be required to be made under Section 4.4(b),
(c) or (d) as the case may be, if the aggregate principal amount of Term Loans
of such Term Facility which have Interest Periods which will expire after such
date will be in excess of the aggregate principal amount of Term Loans of such
Term Facility then outstanding less the aggregate amount of such required
prepayment.

         3.5 Compensation for Funding Losses. The applicable Borrower shall
compensate each Lender, upon its written request (which request shall set forth
the basis for requesting such amounts), for all losses, expenses and liabilities
(including, without limitation, any interest paid by such Lender to lenders of
funds borrowed by it to make or carry its Eurocurrency Loans or B/A Equivalent
Loans to the extent not recovered by the Lender in connection with the
liquidation or re-employment of such funds and including the compensation
payable by such Lender to a Participant) and any loss sustained by such Lender
in connection with the liquidation or re-employment of such funds (including,
without limitation, a return on such liquidation or re-employment that would
result in such Lender receiving less than it would have received had such
Eurocurrency Loan or B/A Equivalent Loan remained outstanding until the last day
of the Interest Period applicable to such Eurocurrency Loans, but excluding
Excluded Taxes) which such Lender may sustain as a result of:

                  (a) for any reason (other than a default by such Lender or
Administrative Agent) a continuation or Borrowing of, or conversion from or
into, Eurocurrency Loans or B/A Equivalent Loans does not occur on a date
specified therefor in a Notice of Borrowing, Notice of Conversion or
Continuation, Notice of Canadian Borrowing, Notice of Canadian Conversion or
Continuation (whether or not withdrawn);

                  (b) any payment, prepayment or conversion or continuation of
any of its Eurocurrency Loans or B/A Loans occurring for any reason whatsoever
on a date which is not the last day of an Interest Period applicable thereto;

                  (c) any repayment of any of its Eurocurrency Loans not being
made on the date specified in a notice of payment given by any Borrower; or

                  (d) (i) any other failure by a Borrower to repay such
Borrower's Eurocurrency Loans or B/A Loans when required by the terms of this
Agreement or (ii) an election made by Borrowers pursuant to Section 3.7. A
written notice setting forth in reasonable detail the basis of the incurrence of
additional amounts owed such Lender under this Section 3.5 and delivered to
Borrowers and Administrative Agent by such Lender shall, absent manifest error,
be final, conclusive and binding for all purposes. Calculation of all amounts
payable to a Lender under this Section 3.5 shall be made as though that Lender
had actually funded its relevant Eurocurrency Loan or B/A Loan through the
purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate or
a B/A in an amount equal to the amount of that Loan, having a maturity
comparable to the relevant Interest Period and through the transfer of such
Eurocurrency deposit from an offshore office of that Lender to a domestic office
of that Lender in the United States of America; provided, however, that each
Lender may fund each of its Eurocurrency Loans and B/A Loans in any manner it
sees fit and the foregoing assumption shall be utilized only for the calculation
of amounts payable under this Section 3.5.

         3.6 Increased Costs, Illegality, Etc.

                  (a) Generally. In the event that any Lender shall have
determined (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto but, with respect to clause (i)
below, may be made only by the applicable Agent):

                           (i) on any Interest Rate Determination Date that, by
reason of any changes arising after the date of this Agreement affecting the
interbank Eurocurrency market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of Eurocurrency Rate; or

                           (ii) without duplication of amounts set forth in
Section 3.6(c) hereof, at any time, that any Lender shall incur increased costs
or reduction in the amounts received or receivable hereunder with respect to any
Eurocurrency Loan because of (x) any change since the date of this Agreement
having generally applicability to all comparably situated Lenders within the
jurisdiction in which such Lender operates in any applicable law or governmental
rule, regulation, order, guideline or request having the force of law or in the
interpretation or administration thereof and including the introduction of any
new law or governmental rule, regulation, order, guideline or request, such as,
for example, but not limited to: (A) a change in the basis of taxation of
payments to any Lender of the principal of or interest on the Notes or any other
amounts payable hereunder (except for changes in the basis of taxation of or
rate of tax on, or determined by reference to, Excluded Taxes) or (B) a change
in official reserve requirements by any Governmental Authority (but, in all
events, excluding reserves required under Regulation D to the extent included in
the computation of the Eurocurrency Rate) and/or (y) other circumstances since
the date of this Agreement affecting such Lender or the interbank Eurocurrency
market, the Canadian interbank market or the position of such Lender in such
market (excluding, however, differences in a Lender's cost of funds from those
of Administrative Agent which are solely the result of credit differences
between such Lender and Administrative Agent); or

                           (iii) at any time, that the making or continuance of
any Eurocurrency Loan has been made (x) unlawful by any law, directive or
governmental rule, regulation or order or (y) impossible by compliance by any
Lender in good faith with any governmental request (whether or not having force
of law);

then, and in any such event, such Lender (or Administrative Agent, in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to Borrowers and, except in the case of clause (i) above, to
Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each of the other Lenders). Thereafter (x) in the
case of clause (i) above, Eurocurrency Loans shall no longer be available until
such time as Administrative Agent notifies Borrowers and the Lenders that the
circumstances giving rise to such notice by Administrative Agent no longer
exist, and any Notice of Borrowing, Notice of Conversion or Continuation given
by any Borrower with respect to Eurocurrency Loans (other than with respect to
conversions to Base Rate Loans) which have not yet been incurred (including by
way of conversion) shall be deemed rescinded by such Borrower, (y) in the case
of clause (ii) above, the applicable Borrower shall pay to such Lender, upon
written demand therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender in its sole discretion shall determine) as shall be required to
compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (any written notice as to the additional
amounts owed to such Lender, showing in reasonable detail the reasonable basis
for the calculation thereof, submitted to Borrowers by such Lender shall, absent
manifest error, be final and conclusive and binding on all the parties hereto;
however the failure to give any such notice shall not release or diminish
Borrowers' obligations to pay additional amounts pursuant to this Section 3.6;
provided that no Lender shall be entitled to receive additional amounts pursuant
to this Section 3.6 for periods occurring prior to the 180th day before the
giving of such notice) and (z) in the case of clause (iii) above, the applicable
Borrower shall take one of the actions specified in Section 3.6(b) as promptly
as possible and, in any event, within the time period required by law. In
determining such additional amounts pursuant to clause (y) of the immediately
preceding sentence, each Lender shall act reasonably and in good faith and will,
to the extent the increased costs or reductions in amounts receivable relate to
such Lender's loans in general and are not specifically attributable to a Loan
hereunder, use averaging and attribution methods which are reasonable and which
cover all loans similar to the Loans made by such Lender whether or not the loan
documentation for such other loans permits the Lender to receive increased costs
of the type described in this Section 3.6(a).

                  (b) Eurocurrency Loans. At any time that any Eurocurrency Loan
is affected by the circumstances described in Section 3.6(a)(ii) or (iii),
Borrowers may (and, in the case of a Eurocurrency Loan affected by the
circumstances described in Section 3.6(a)(iii), shall) either (i) if the
affected Eurocurrency Loan is then being made initially or pursuant to a
conversion, by giving Administrative Agent telephonic notice (confirmed in
writing) on the same date that such Borrower was notified by the affected Lender
or Administrative Agent pursuant to Section 3.6(a)(ii) or (iii), cancel the
respective Borrowing, or (ii) if the affected Eurocurrency Loan is then
outstanding, upon at least three Business Days' written notice to Administrative
Agent, require the affected Lender to convert such Eurocurrency Loan into a Base
Rate Loan, provided that, if more than one Lender is affected at any time, then
all affected Lenders must be treated the same pursuant to this Section 3.6(b).

                  (c) Capital Requirements. Without duplication of amounts set
forth in Section 3.6(a)(ii) hereof, if any Lender determines that the
introduction of or any change in any applicable law, directive or governmental
rule, regulation, order, guideline or request (whether or not having the force
of law) concerning capital adequacy, or any change in (after the date of this
Agreement) interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency, will have the effect of increasing
the amount of capital required or expected to be maintained by such Lender or
any corporation controlling such Lender based on the existence of such Lender's
Commitments hereunder or its obligations hereunder, then the applicable Borrower
shall pay to such Lender within 15 days after receipt by such Borrower of
written demand by such Lender in accordance with the provisions hereof such
additional amounts as shall be required to compensate such Lender or such other
corporation for the increased cost to such Lender or such other corporation or
the reduction in the rate of return to such Lender or such other corporation as
a result of such increase of capital. In determining such additional amounts,
each Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable and which will, to the extent the
increased costs or reduction in the rate of return relates to such Lender's
commitments or obligations in general and are not specifically attributable to
the Commitments and obligations hereunder, cover all commitments and obligations
similar to the Commitments and obligations of such Lender hereunder whether or
not the loan documentation for such other commitments or obligations permits the
Lender to make the determination specified in this Section 3.6(c), and such
Lender's determination of compensation owing under this Section 3.6(c) shall,
absent manifest error, be final and conclusive and binding on all the parties
hereto. Each Lender, upon determining that any additional amounts will be
payable pursuant to this Section 3.6(c), will give prompt written notice thereof
to Borrowers, which notice shall show in reasonable detail the basis for
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of Borrowers' obligations to pay
additional amounts pursuant to this Section 3.6(c) (provided that no Lender
shall be entitled to receive additional amounts pursuant to this Section 3.6(c)
for periods occurring prior to the 180th day before the giving of such notice).

                  (d) Change of Lending Office. Each Lender which is or will be
owed compensation pursuant to Section 3.6(a) or (c) will, if requested by any
Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to cause a different branch or Affiliate to make or continue a Loan
or Letter of Credit if such designation will avoid the need for, or materially
reduce the amount of, such compensation to such Lender and will not, in the
judgment of such Lender, be otherwise disadvantageous in any significant respect
to such Lender. The requesting Borrower hereby agrees to pay all reasonable
expenses incurred by any Lender in utilizing a different branch or Affiliate
pursuant to this Section 3.6(d). Nothing in this Section 3.6(d) shall affect or
postpone any of the obligations of Borrowers or the right of any Lender provided
for herein.

         3.7 Replacement of Affected Lenders. (x) If any Multicurrency Revolving
Lender or Canadian Revolving Lender becomes a Defaulting Lender or otherwise
defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any
Lender (or in the case of Section 2.10(i), any Facing Agent) is owed increased
costs under Section 2.10(i), Section 3.6(a)(ii) or Section 3.6(c), or Borrowers
are required to make any payments under Section 4.7 to any Lender the Company
determines are materially in excess of those to the other Lenders or (z) as
provided in Section 12.1(c) in the case of certain refusals by a Lender to
consent to certain proposed amendment, changes, supplements, waivers, discharges
or terminations with respect to this Agreement which have been approved by the
Required Lenders, Borrowers shall have the right to replace such Lender (the
"Replaced Lender") with one or more other Eligible Assignee or Eligible
Assignees, none of whom shall constitute a Defaulting Lender at the time of such
replacement (collectively, the "Replacement Lender") reasonably acceptable to
Administrative Agent, provided that, (i) at the time of any replacement pursuant
to this Section 3.7, the Replacement Lender shall enter into one or more
assignment agreements, in form and substance reasonably satisfactory to
Administrative Agent, pursuant to which the Replacement Lender shall acquire all
of the Commitments and outstanding Loans of, and participation in Letters of
Credit by, the Replaced Lender and (ii) all obligations of Borrowers owing to
the Replaced Lender (including, without limitation, such increased costs and
excluding those amounts and obligations specifically described in clause (i)
above in respect of which the assignment purchase price has been, or is
concurrently being paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective
assignment documentation, the payment of amounts referred to in clauses (i) and
(ii) above and, if so requested by the Replacement Lender, delivery to the
Replacement Lender of the appropriate Note or Notes executed by the applicable
Borrower, the Replacement Lender shall become a Lender hereunder and, unless the
Replaced Lender continues to have outstanding Term Loans hereunder, the Replaced
Lender shall cease to constitute a Lender hereunder, except with respect to
indemnification provisions under this Agreement, which shall survive as to such
Replaced Lender. Notwithstanding anything to the contrary contained above, no
Lender that acts as a Facing Agent may be replaced hereunder at any time which
it has Letters of Credit outstanding hereunder unless arrangements reasonably
satisfactory to such Facing Agent (including the furnishing of a standby letter
of credit in form and substance, and issued by an issuer satisfactory to such
Facing Agent or the depositing of cash collateral into the Collateral Account in
amounts and pursuant to arrangements reasonably satisfactory to such Facing
Agent) have been made with respect to such outstanding Letters of Credit.

                                   ARTICLE IV

                            REDUCTION OF COMMITMENTS;
                            PAYMENTS AND PREPAYMENTS

         4.1 Voluntary Reduction of Commitments. Upon at least two Business
Days' prior written notice (or telephonic notice confirmed in writing) to
Administrative Agent at the Notice Office (which notice Administrative Agent
shall promptly transmit to each Lender), Company (or in the case of Canadian
Revolving Commitments, Canadian Borrower) shall have the right, without premium
or penalty, to terminate the unutilized portion of the Multicurrency Revolving
Commitments, Canadian Revolving Commitments or the Swing Line Commitment, as the
case may be, in part or in whole, provided that, (x) any such voluntary
termination of the Multicurrency Revolving Commitments or Canadian Revolving
Commitments shall apply to proportionately and permanently reduce the
Multicurrency Revolving Commitment or Canadian Revolving Commitment of each
Multicurrency Revolving Lender or Canadian Revolving Lender, as the case may be,
(y) any partial voluntary reduction pursuant to this Section 4.1 shall be in the
amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of
that amount and (z) any such voluntary termination of the Multicurrency
Revolving Commitments, Canadian Revolving Commitments or Swing Line Commitment
shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3
such that (i) the Total Multicurrency Revolving Commitment shall not be reduced
below the aggregate principal amount of outstanding Multicurrency Revolving
Loans plus the aggregate LC Obligations and the Swing Line Commitment, (ii) the
total of the Canadian Revolving Commitments shall not be reduced below the
aggregate principal amount of outstanding Canadian Revolving Loans and (iii) the
Swing Line Commitment shall not be reduced below the aggregate principal amount
of outstanding Swing Line Loans.

         4.2 Mandatory Reduction of Term Commitments. The Term Commitments will
terminate in their entirety on the Initial Borrowing Date, after giving effect
to the Initial Borrowing on such date.

         4.3 Voluntary Prepayments. Borrowers shall have the right to prepay the
Loans in whole or in part from time to time on the following terms and
conditions:

                  (a) the applicable Borrower shall give Administrative Agent
irrevocable written notice at its Notice Office (or telephonic notice promptly
confirmed in writing) of its intent to prepay the Loans, whether such Loans are
Term Loans, Multicurrency Revolving Loans, Canadian Revolving Loans or Swing
Line Loans, the amount of such prepayment and the specific Borrowings to which
such prepayment is to be applied, which notice shall be given by the applicable
Borrower to Administrative Agent by 12:00 noon (New York City time) at least
three Business Days prior in the case of Eurocurrency Loans, at least one
Business Day prior in the case of Base Rate Loans and Canadian Prime Rate Loans
and by 11:00 a.m. (local time) in the case of Swing Line Loans on the date of
such prepayment and which notice shall (except in the case of Swing Line Loans)
promptly be transmitted by Administrative Agent to each of the applicable
Lenders;

                  (b) each partial prepayment of any Borrowing shall be in a
principal amount at least equal to the Minimum Borrowing Multiple, provided
that, no partial prepayment of Eurocurrency Loans made pursuant to a single
Borrowing shall reduce the aggregate principal amount of the outstanding Loans
made pursuant to such Borrowing to an amount less than the Minimum Borrowing
Amount applicable thereto;

                  (c) Eurocurrency Loans may only be prepaid pursuant to this
Section 4.3 on the last day of an Interest Period applicable thereto or on any
other day subject to Section 3.5;

                  (d) each prepayment in respect of any Borrowing shall be
applied pro rata among the Loans comprising such Borrowing, provided, however,
that Canadian Borrower may defease any B/A by depositing with Canadian
Administrative Agent an amount equal to the face amount of such maturing B/A,
provided, further, that, such prepayment shall not be applied to any
Multicurrency Revolving Loans or Canadian Revolving Loans of a Defaulting Lender
at any time when the aggregate amount of Multicurrency Revolving Loans or
Canadian Revolving Loans of any Non-Defaulting Lender exceeds such
Non-Defaulting Lender's Multicurrency Revolver Pro Rata Share of all
Multicurrency Revolving Loans then outstanding or Canadian Revolver Pro Rata
Share of all Canadian Revolving Loans then outstanding;

                  (e) subject to Section 4.5(c), each voluntary prepayment of
Term Loans shall be applied to the Scheduled Term Repayments in proportional
amounts equal to the applicable Term Percentage, as the case may be, of Term
Loans with respect to such prepayment, if any, and within each Term Loan, shall
be applied to reduce the remaining Scheduled Term Repayments, on a pro rata
basis. Unless otherwise specified by the applicable Borrower, such prepayment
shall be applied first to the payment of Base Rate Loans and second to the
payment of such Eurocurrency Loans such Borrower shall request (and in the
absence of such request, as Administrative Agent shall determine). In the event
that any Term Lender waives all or part of its right to receive its portion of a
voluntary prepayment, Administrative Agent shall apply one hundred percent
(100%) of the amount so waived, if any, by such Term Lender to the Term A Loans
in accordance with this Section 4.3 and then ratably to the Multicurrency
Revolving Facility and the Canadian Revolving Facility (provided that any such
waived voluntary prepayment by European Holdco shall not be applied to
Multicurrency Revolving Loans of Company).

The notice provisions, the provisions with respect to the minimum amount of any
prepayment, and the provisions requiring prepayments in integral multiples above
such minimum amount of this Section 4.3 are for the benefit of Administrative
Agent and may be waived unilaterally by Administrative Agent.

         4.4 Mandatory Prepayments.

                  (a) Prepayment Upon Overadvance. The applicable Borrower shall
prepay the outstanding principal amount of the Multicurrency Revolving Loans,
the Canadian Revolving Loans or the Swing Line Loan on any date on which the
aggregate outstanding principal amount of such Loans together with the aggregate
Effective Amount of LC Obligations in the case of the Multicurrency Revolving
Loans (after giving effect to any other repayments or prepayments on such day)
exceeds the aggregate Multicurrency Revolving Commitments, Canadian Revolving
Commitments or the Swing Line Commitment, as the case may be, in the amount of
such excess. If, after giving effect to the prepayment of all outstanding
Multicurrency Revolving Loans, the aggregate Effective Amount of LC Obligations
exceeds the Multicurrency Revolving Commitments then in effect, Company shall
cash collateralize LC Obligations by depositing, pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
Administrative Agent, cash with Administrative Agent in an amount equal to the
difference between the Effective Amount of such LC Obligations and the
Multicurrency Revolving Commitments then in effect. Administrative Agent shall
establish in its name for the benefit of the Multicurrency Revolving Lenders an
interest bearing cash collateral account (the "Collateral Account") into which
it shall deposit such cash to hold as collateral security for the LC
Obligations. If, after giving effect to the prepayment of all outstanding
Canadian Prime Rate Loans the outstanding principal amount of Canadian Revolving
Loans exceeds the aggregate Canadian Revolving Commitments then in effect, the
Canadian Borrower shall cash collateralize outstanding B/A Loans by depositing
pursuant to a cash collateral agreement to be entered into in form and substance
reasonably satisfactory to Canadian Administrative Agent, cash with Canadian
Administrative Agent in an amount equal to the difference between the
outstanding principal amount of Canadian Revolving Loans and the Canadian
Revolving Commitments then in effect. Canadian Administrative Agent shall
establish in its name for the benefit of the Revolving Lenders a cash collateral
account into which it shall deposit said cash to hold as collateral security for
the outstanding B/A Loans.

                  (b) Scheduled Term A Repayments. European Holdco shall cause
to be paid Scheduled Term A Repayments on the Term A Loans until the Term A
Loans are paid in full in the amounts and currencies and at the times specified
in the definition of Scheduled Term A Repayments to the extent that prepayments
have not previously been applied to such Scheduled Term A Repayments (and such
Scheduled Term A Repayments have not otherwise been reduced) pursuant to the
terms hereof.

                  (c) Scheduled Term B Dollar Repayments. Company shall cause to
be paid Scheduled Term B Dollar Repayments on the Term B Dollar Loans until the
Term B Dollar Loans are paid in full in the amounts and at the times specified
in the definition of Scheduled Term B Dollar Repayments to the extent that
prepayments have not previously been applied to such Scheduled Term B Dollar
Repayments (and such Scheduled Term B Dollar Repayments have not otherwise been
reduced) pursuant to the terms hereof.

                  (d) Scheduled Term B Euro Repayments. European Holdco shall
cause to be paid Scheduled Term B Euro Repayments on the Term B Euro Loans until
the Term B Euro Loans are paid in full in the amounts and currencies and at the
times specified in the definition of Scheduled Term B Euro Repayments to the
extent that prepayments have not previously been applied to such Scheduled Term
B Euro Repayments (and such Scheduled Term B Euro Repayments have not otherwise
been reduced) pursuant to the terms hereof.

                  (e) Mandatory Prepayment Upon Asset Disposition. On the first
Business Day after the date of receipt thereof by Company and/or any of its
Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an
Asset Disposition permitted by Section 8.3 or Sections 8.4(a) through 8.4(l)),
except to the extent that the Net Sale Proceeds of such Asset Disposition, when
combined with the Net Sale Proceeds of all such Asset Dispositions, during the
immediately preceding twelve month period, do not exceed $25,000,000 plus, if an
Aerospace Asset Disposition occurred during such period, 50% of the Net Sale
Proceeds from such Aerospace Asset Disposition, Company and European Holdco
shall cause an amount equal to 100% of such excess Net Sale Proceeds from such
Asset Disposition to be applied as a mandatory repayment of principal of the
Loans pursuant to the terms of Section 4.5(a), in each case subject to
modification of such application as set forth in Section 4.5(c)), provided that,
with respect to no more than $150,000,000 in the aggregate of such excess Net
Sale Proceeds in any Fiscal Year of Company, the Net Sale Proceeds therefrom
shall not be required to be so applied on such date to the extent that no Event
of Default or Unmatured Event of Default then exists and such Net Sale Proceeds
are used to purchase assets used or to be used in the businesses referred to in
Section 8.11 within 360 days following the date of such Asset Disposition;
provided, further, that (1) if all or any portion of such Net Sale Proceeds are
not so used (or contractually committed to be used) within such 360 day period,
such remaining portion shall be applied on the last day of the respective period
as a mandatory repayment of principal of outstanding Loans as provided above in
this Section 4.4(e) and (2) if all or any portion of such Net Sale Proceeds are
not required to be applied on the 360th day referred to in clause (1) above
because such amount is contractually committed to be used and subsequent to such
date such contract is terminated or expires without such portion being so used,
then such remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment of principal of outstanding Loans as
provided in this Section 4.4(e).

                  (f) Mandatory Prepayment With Excess Cash Flow. On each Excess
Cash Payment Date, Company and European Holdco shall cause an amount equal to
50% of Excess Cash Flow of Company and its Subsidiaries for the most recent
Excess Cash Flow Period ending prior to such Excess Cash Payment Date to be
applied as a mandatory repayment of principal of the Loans pursuant to the terms
of Section 4.5(a), in each case subject to modification of such application as
set forth in Section 4.5(c), provided that, so long as no Event of Default or
Unmatured Event of Default then exists, if the Leverage Ratio as of the last day
of such most recent Excess Cash Flow Period is less than 3.0:1.0, then, Company
and European Holdco shall not be required to apply any portion of Excess Cash
Flow as a mandatory repayment of Loans as provided above in this Section
4.4(f)).

                  (g) Mandatory Prepayment with Proceeds of Certain Permitted
Indebtedness. On the Business Day of receipt thereof by Company or any
Subsidiary, Company and European Holdco shall cause an amount equal to 100% of
the Net Offering Proceeds of any Indebtedness permitted by Section 8.2(d) hereof
to be applied as a mandatory repayment of principal of the Loans pursuant to the
terms of Section 4.5(a), in each case subject to modification of such
application as set forth in Section 4.5(c), provided, that, Company shall not be
required to make such mandatory prepayment to the extent that such Net Offering
Proceeds (1) were used to pay all or any portion of the consideration for a
Permitted Acquisition so long as such Indebtedness (x) is unsecured and (y) has
a Weighted Average Life to Maturity not less than the Weighted Average Life to
Maturity of any Term Loan or (2) when aggregated with all other Net Offering
Proceeds from issuances of Indebtedness permitted by Section 8.2(d) and not used
as a mandatory prepayment pursuant to this clause (other than due to clause (1)
above) do not exceed $100,000,000.

                  (h) Mandatory Prepayment Upon Recovery Event. Within ten (10)
days following each date on which Company or any of its Subsidiaries receives
any proceeds from any Recovery Event, Company and European Holdco shall cause an
amount equal to 100% of the proceeds of such Recovery Event (net of reasonable
costs and taxes incurred in connection with such Recovery Event) to be applied
as a mandatory repayment of principal of the Loans pursuant to the terms of
Section 4.5(a), in each case subject to modification of such application as set
forth in Section 4.5(c), provided that, so long as no Event of Default then
exists, the net proceeds from any Recovery Event shall not be required to be so
applied on such date to the extent that any Borrower has delivered a certificate
to Administrative Agent on or prior to such date stating that such proceeds
shall be used to replace or restore any properties or assets in respect of which
such proceeds were paid within 360 days following the date of the receipt of
such proceeds (which certificate shall set forth the estimates of the proceeds
to be so expended); provided, further, that

                           (i) if all or any portion of such proceeds not
required to be applied to the repayment of Loans pursuant to the first proviso
of this Section 4.4(h) are not so used (or contractually committed to be used)
within 360 days after the day of the receipt of such proceeds, such remaining
portion shall be applied on the last day of such period as a mandatory repayment
of principal of the Loan as provided in this Section 4.4(h) and

                           (ii) if all or any portion of such proceeds are not
required to be applied on the 360th day referred to in clause (i) above because
such amount is contractually committed to be used and subsequent to such date
such contract is terminated or expires without such portion being so used, then
such remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment of principal of outstanding Loans as
provided in this Section 4.4(h).

         4.5 Application of Prepayments; Waiver of Certain Prepayments.

                  (a) Prepayments. Except as expressly provided in this
Agreement, all prepayments of principal made by any Borrower pursuant to Section
4.4(e) through (h) shall be applied (i) first to the payment of the unpaid
principal amount of the Term Loans (with the applicable Term Percentage of such
repayment to be applied as a repayment of each of the Term Facilities) and
second to the pro rata payment of the then outstanding balance of the
Multicurrency Revolving Loans and Canadian Revolving Loans and the cash
collateralization of LC Obligations; (ii) within each of the foregoing Loans
(other than Canadian Revolving Loans), first to the payment of Base Rate Loans
and second to the payment of Eurocurrency Loans; (iii) with respect to
Eurocurrency Loans, in such order as such Borrower shall request (and in the
absence of such request, as Administrative Agent shall determine); and (iv)
within Canadian Revolving Loans, first to the payment of Canadian Prime Rate
Loans and second to the cash collateralization of outstanding B/A Loans in
accordance with the cash collateralization provisions set forth in Section
4.4(a). Each prepayment of Term Loans made pursuant to Section 4.4(e) through
(h) shall be allocated within each Term Loan to reduce the remaining Scheduled
Term Repayments on a pro rata basis. If any prepayment of Eurocurrency Loans
made pursuant to a single Borrowing shall reduce the outstanding Loans made
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount,
such Borrowing shall immediately be converted into Base Rate Loans. All
prepayments shall include payment of accrued interest on the principal amount so
prepaid, shall be applied to the payment of interest before application to
principal and shall include amounts payable, if any, under Section 3.5.

                  (b) Payments. All regular installment payments of principal on
the Term Loans shall be applied (i) first to the payment of Base Rate Loans and
second to the payment of Eurocurrency Loans and (ii) with respect to
Eurocurrency Loans, in such order as the applicable Borrower shall request (and
in the absence of such request, as Administrative Agent shall determine). All
payments shall include payment of accrued interest on the principal amount so
paid, shall be applied to the payment of interest before application to
principal and shall include amounts payable, if any, under Section 3.5.

                  (c) Waiver of Certain Prepayments by Certain Term Lenders.
Notwithstanding anything to the contrary contained in this Section 4.5 or
elsewhere in this Agreement (including, without limitation, in Section 12.1),
the applicable Borrower shall have the option, in its sole discretion, to give
the Term Lenders (other than Term A Lenders) with outstanding Term Loans the
option to waive a voluntary prepayment or mandatory prepayment of such Term
Loans (other than Term A Loans) pursuant to Sections 4.3 and 4.4(e) through (h)
(each such repayment, a "Waivable Prepayment") upon the terms and provisions set
forth in this Section 4.5(c). If the applicable Borrower elects to exercise the
option referred to in the preceding sentence, such Borrower shall give to
Administrative Agent written notice of its intention to give the Term Lenders
the right to waive a Waivable Prepayment at least five (5) Business Days prior
to such repayment, which notice Administrative Agent shall promptly forward to
all Term Lenders (other than Term A Lenders) (indicating in such notice the
amount of such repayment to be applied to each such Term Lender's outstanding
Term Loans). Borrower's offer to permit the Term Lenders (other than Term A
Lenders) to waive any such Waivable Prepayment may apply to all or part of such
repayment, provided that, any offer to waive part of such repayment must be made
ratably to the Term Lenders (other than Term A Lenders) on the basis of their
Term Pro Rata Share of outstanding Term Loans. In the event any such Term Lender
desires to waive such Lender's right to receive any such Waivable Prepayment in
whole or in part, such Lender shall so advise Administrative Agent no later than
the close of business two (2) Business Days after the date of such notice from
Administrative Agent, which notice shall also include the amount such Lender
desires to receive in respect of such prepayment. If any such Lender does not
reply to Administrative Agent within the two (2) Business Days after the date of
such notice from Administrative Agent, it will be deemed not to have waived any
part of such prepayment. If any such Lender does not specify an amount it wishes
to receive, it will be deemed to have accepted one hundred percent (100%) of the
total payment. In the event that any such Term Lender waives all or part of such
right to receive any such Waivable Prepayment, Administrative Agent shall apply
one hundred percent (100%) of the amount so waived, if any, by such Term Lender
to the Term A Loans to reduce the remaining Scheduled Term A Repayments on a pro
rata basis until the Term A Loans are paid in full and then to the pro rata
payment of outstanding Multicurrency Revolving Loans and Canadian Revolving
Loans and cash collateralization of LC Obligations in accordance with this
Section 4.5.

         4.6 Method and Place of Payment.

                  (a) Except as otherwise specifically provided herein, all
payments under this Agreement shall be made to Administrative Agent (other than
payments with respect to the Canadian Revolving Facility), for the ratable
account of the Lenders entitled thereto, not later than 12:00 Noon (local time
in the city in which the Payment Office for the payment is located) on the date
when due and shall be made in Dollars or the relevant Alternative Currency and
in each case to the account specified therefor for Administrative Agent or if no
account has been so specified at the Payment Office, it being understood that
with respect to payments in Dollars, written telex or telecopy notice by Company
to Administrative Agent to make a payment from the funds in Company's account at
the Payment Office shall constitute the making of such payment to the extent of
such funds held in such account. Administrative Agent will thereafter cause to
be distributed on the same day (if payment was actually received by
Administrative Agent prior to 12:00 Noon (local time in the city in which the
Payment Office for the payment is located on such day)) like funds relating to
the payment of principal or interest or fees ratably to the Lenders entitled to
receive any such payment in accordance with the terms of this Agreement. If and
to the extent that any such distribution shall not be so made by Administrative
Agent in full on the same day (if payment was actually received by
Administrative Agent prior to 12:00 Noon (local time in the city in which the
Payment Office for the payment is located on such day)), Administrative Agent
shall pay to each Lender its ratable amount thereof and each such Lender shall
be entitled to receive from Administrative Agent, upon demand, interest on such
amount at the overnight Federal Funds Rate (or the applicable cost of funds with
respect to amounts denominated in an Alternative Currency) for each day from the
date such amount is paid to Administrative Agent until the date Administrative
Agent pays such amount to such Lender.

                  (b) Except as otherwise specifically provided herein, all
payments under this Agreement with respect to the Canadian Revolving Facility
shall be made to Canadian Administrative Agent, for the ratable account of the
Lenders entitled thereto, not later than 12:00 Noon (local time in the city in
which the Payment Office for the payment is located) on the date when due and
shall be made in Canadian Dollars and in each case to the account specified
therefor for Canadian Administrative Agent or if no account has been so
specified at the Payment Office, it being understood that with respect to
payments in Canadian Dollars, written telex or telecopy notice by Company to
Canadian Administrative Agent to make a payment from the funds in Company's
account at the Payment Office shall constitute the making of such payment to the
extent of such funds held in such account. Canadian Administrative Agent will
thereafter cause to be distributed on the same day (if payment was actually
received by Canadian Administrative Agent prior to 12:00 Noon (local time in the
city in which the Payment Office for the payment is located on such day)) like
funds relating to the payment of principal or interest or fees ratably to the
Lenders entitled to receive any such payment in accordance with the terms of
this Agreement. If and to the extent that any such distribution shall not be so
made by Administrative Agent in full on the same day (if payment was actually
received by Administrative Agent prior to 12:00 Noon (local time in the city in
which the Payment Office for the payment is located on such day)), Canadian
Administrative Agent shall pay to each Lender its ratable amount thereof and
each such Lender shall be entitled to receive from Canadian Administrative
Agent, upon demand, interest on such amount at the applicable cost of funds with
respect to Canadian Dollars for each day from the date such amount is paid to
Canadian Administrative Agent until the date Canadian Administrative Agent pays
such amount to such Lender.

                  (c) Any payments under this Agreement which are made by any
Borrower later than 12:00 Noon (local time in the city in which the Payment
Office for the payment is located) shall, for the purpose of calculation of
interest, be deemed to have been made on the next succeeding Business Day.
Whenever any payment to be made hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect
immediately prior to such extension, except that with respect to Eurocurrency
Loans, if such next succeeding Business Day is not in the same month as the date
on which such payment would otherwise be due hereunder or under any Note, the
due date with respect thereto shall be the next preceding applicable Business
Day.

         4.7 Net Payments.

                  (a) All payments made by or on behalf of Borrowers to or on
behalf of any Lender or Agent hereunder or under any Loan Document will be made
without recoupment, setoff, counterclaim or other defense. Notwithstanding any
other provision in any Loan Document, except as provided in this Section 4.7,
all payments hereunder and under any of the Loan Documents (including, without
limitation, payments on account of principal and interest and fees) to or on
behalf of any Lender or Agent shall be made by or on behalf of Borrowers free
and clear of and without withholding for or on account of any present or future
tax, duty, levy, impost, assessment or other charge of whatever nature now or
hereafter imposed by any Governmental Authority, but excluding therefrom

                           (i) Excluded Taxes;

                           (ii) in the case of any Lender or Agent that is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) (each being referred to as a "Non-U.S. Participant"), any taxes imposed by
the United States by means of withholding at the source unless such withholding
(a) results from a change in applicable law, treaty or regulations or the
interpretation or administration thereof by any authority charged with the
administration thereof subsequent to the date of this Agreement or (b) is
imposed on payments with respect to a Lender's interest in the Loan Documents
acquired under Section 3.7, Section 12.6, or Article XIII;

                           (iii) any taxes to the extent such taxes would be
avoided if the Lender or Agent provided the forms required under Section 4.7(d),
unless (A) the Lender or Agent is not legally entitled to provide the forms (1)
as a result of a change in applicable law, treaty, or regulations or
interpretation or administration thereof by any authority charged with the
administration thereof subsequent to the date such Lender or Agent becomes a
Lender or Agent under a Loan Document or (2) after the Lender acquired an
interest in the Loan Documents under Section 3.7, Section 12.6, or Article XIII
or (B) the Lender or Agent is not providing the forms under Section 4.7(d)(iii)
because the Lender or Agent determines (in its good faith judgment) that it is
not legally entitled to provide the forms or that providing the forms would
prejudice or disadvantage the Lender or Agent in any significant respect;

                           (iv) in the case of any Participant or Assignee that
is not a United States person (as such term is defined in Section 7701(a)(30) of
the Code), any taxes imposed by the United States by means of withholding at the
source that are in effect on the date such Participant or Assignee becomes a
party to this Agreement or any Loan Document, except to the extent (i) the
person that assigned or transferred the interest to the Participant or Assignee
was entitled to reimbursement for such taxes under this Section 4.7 or (ii) the
Participant or Assignee becomes a party to a Loan Document under Section 3.7,
Section 12.6, or Article XIII; and

                           (v) any taxes imposed by Canada on any amount paid or
credited prior to any CAM Exchange under the Canadian Revolving Facility to any
Canadian Lender or any Eligible Assignee to whom any part of a Canadian Lender's
Credit Exposure was assigned (a) that is not resident in Canada for purposes of
the ITA, or (b) that is not otherwise deemed to be resident in Canada for
purposes of Part XIII of the ITA in respect of any amounts paid or credited to
such Lender or Eligible Assignee under the Canadian Revolving Facility.

                  (b) If any Borrower is required by law to make any deduction
or withholding of any taxes from any payment due hereunder or under any of the
Loan Documents (except for taxes excluded under Section 4.7(a)(i), (ii), (iii),
(iv), and (v)), then the amount payable will be increased to such amount which,
after deduction from such increased amount of all such Taxes required to be
withheld or deducted therefrom, will not be less than the amount due and payable
hereunder had no such deduction or withholding been required. If any Borrower
makes any payment hereunder or under any of the Loan Documents in respect of
which it is required by law to make any deduction or withholding of any taxes,
it shall pay the full amount to be deducted or withheld to the relevant taxation
or other authority within the time allowed for such payment under applicable law
and shall deliver to the Agent within 30 days after it has made such payment to
the applicable authority a receipt issued by such authority evidencing the
payment to such authority of all amounts so required to be deducted or withheld
from such payment.

                  (c) Without prejudice to the provisions of Section 4.7(a), if
any Lender, or Administrative Agent on its behalf, is required by law to make
any payment on account of Taxes on or in relation to any such received or
receivable Tax hereunder or under any of the Loan Documents by such Lender, or
Administrative Agent on its behalf, or any cost, loss or liability for Tax in
respect to any such payment is imposed, levied or assessed against any Lender or
Administrative Agent on its behalf, the applicable Borrower will promptly
indemnify such person against such Tax payment or cost, loss or liability,
together with any interest, penalties and expenses (including counsel fees and
expenses but excluding Excluded Taxes) payable or incurred in connection
therewith, including any Tax of any Lender arising by virtue of payments under
this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A
certificate (showing in reasonable detail the basis for such calculation) as to
the amount of such payment by such Lender, or Administrative Agent on its
behalf, absent manifest error, shall be final, conclusive and binding upon all
parties hereto for all purposes.

                  (d) (i) Each Lender or Agent that is a Non-U.S. Participant
(other than a Canadian Revolving Lender that has only a Canadian Revolving
Commitment) agrees to deliver to Company and Administrative Agent on or prior to
the Initial Borrowing Date, or in the case of a Lender or Agent that becomes a
party to a Loan Document on a later date, the date such Lender or Agent becomes
a party to a Loan Document, together with any other certificate or statement of
exemption required under the Code, (a) two (or more, as reasonably requested by
Company or Administrative Agent) accurate and properly completed original signed
copies of IRS Form W-8BEN or W-8ECI or W-8IMY (or successor forms), or (b), (x)
a certificate substantially in the form of Exhibit 4.7(d) (any such certificate,
a "Section 4.7(d) Certificate") and (y) two (or more, as reasonably requested by
Company or Administrative Agent) accurate and properly completed original signed
copies of IRS Form W-8BEN (or successor form). In addition, each such Non-U.S.
Participant agrees that from time to time after the Initial Borrowing Date, when
a lapse in time or change in circumstances renders the previous certification
obsolete or inaccurate in any material respect, it will timely deliver to
Company and Administrative Agent two (or more, as reasonably requested by
Company or Administrative Agent) new accurate and properly completed original
signed copies of IRS Form W-8BEN or W-8ECI or W-8IMY, or IRS Form W-8BEN and a
Section 4.7(d) Certificate, as the case may be, and such other forms as may be
required in order to confirm or establish the entitlement of such Lender or
Agent to a continued exemption from (or reduction in) United States withholding
Tax with respect to payments under any Loan Document. To the extent a Non-U.S.
Participant (other than a Canadian Revolving Lender that has only a Canadian
Revolving Commitment) is unable to deliver the forms required under Section
4.7(d)(i), or the forms previously delivered are inaccurate in any material
respects, it shall immediately notify Company and Administrative Agent.

                           (ii) Each Lender and Agent that is a U.S. Person (as
such term is defined in Section 7701(a)(30) of the Code) and that is not a
corporation for U.S. federal income tax purposes, agrees to deliver to Company
and Administrative Agent on or prior to the Initial Borrowing Date, or in the
case of a Lender or Agent that becomes a party to a Loan Document on a later
date, the date the Lender or Agent becomes a party to such Loan Document, two
accurate and properly completed original signed copies of IRS Form W-9 (or
successor form) certifying to such Lender's or Agent's entitlement to receive
payments under such Loan Document without deduction for United States backup
withholding tax.

                           (iii) Each Lender and Agent shall, if requested by
Company or Administrative Agent, within a reasonable period of time after such
request, provide to Company, Administrative Agent or the applicable Governmental
Authority any other tax forms or other documents or complete other formalities
necessary or appropriate to avoid (or reduce) withholding for or on account of
any Taxes imposed on payments under the Loan Documents pursuant to the laws of
the jurisdiction of organization of Company, Canadian Borrower, European Holdco
or any Subsidiary Borrower, as applicable, provided, however, that no Lender or
Agent shall be required to provide forms or documents or complete other
formalities under this Section 4.7(d)(iii) to the extent the Lender or Agent
determines (in its good faith discretion) that it is not legally entitled to do
so or that providing such forms or documents or completing the other formalities
would prejudice or disadvantage the Lender or Agent in any significant respect.
To the extent that a Lender or Agent is unable to deliver the forms or documents
or complete the other formalities required under this Section 4.7(d)(iii) or the
previous forms delivered are inaccurate in any material respects, the Lender or
Agent shall promptly notify Company and Administrative Agent.

                  (e) Each Lender agrees that, as promptly as practicable after
it becomes aware of the occurrence of any event or the existence of any
condition that would cause any Borrower to make a payment in respect of any
Taxes to such Lender pursuant to Section 4.7(a) or a payment in indemnification
for any Taxes pursuant to Section 4.7(c), it will use reasonable efforts to
make, fund or maintain the Loan or other Facility (or portion of either) or
participation in Letters of Credit (or portions thereof) of such Lender with
respect to which the aforementioned payment is or would be made through another
lending office of such Lender if as a result thereof the additional amounts
which would otherwise be required to be paid by any Borrower in respect of such
Loans or other Facility (or portions of either) or participation in Letters of
Credit (or portions thereof) pursuant to Section 4.7(a) or Section 4.7(c) would
be materially reduced, and if, in the reasonable judgment of such Lender, the
making, funding or maintaining of such Loans or other Facility (or portions of
either) or participation in Letters of Credit (or portions thereof) through such
other lending office would not be otherwise significantly disadvantageous to
such Lender. Each Borrower agrees to pay all reasonable expenses incurred by any
Lender in utilizing another lending office of such Lender pursuant to this
Section 4.7(e).

                  (f) If any Borrower shall pay any Taxes pursuant to this
Section 4.7 and any Lender or any Agent at any time thereafter receives a refund
of such Taxes or, in its sole judgment, a direct credit with respect to the
payment of such Taxes, then such Lender or any Agent shall promptly pay to such
Borrower the amount of such refund or credit net of all out-of-pocket expenses
reasonably incurred by the Lender or any Agent to obtain such refund or credit
and without interest except for any interest paid by the relevant Government
Authority with respect to the refund); provided, however, that such Borrower
agrees to repay the amount paid over to such Borrower under this Section 4.7(f)
(plus any penalties, interest, and other related charges) to the Lender or any
Agent in the event the Lender or any Agent is required to repay the refund to
the Government Authority.

                                   ARTICLE V

                              CONDITIONS OF CREDIT

         5.1 Conditions Precedent to the Initial Borrowing. The obligation of
the Lenders to make the Initial Loans and the obligation of the respective
Facing Agent to issue and the Lenders to participate in Letters of Credit under
this Agreement shall be subject to the fulfillment, at or prior to the Initial
Borrowing Date, of each of the following conditions:

                  (a) Credit Agreement and Notes. Borrowers shall have duly
executed and delivered to Administrative Agent, with a signed counterpart for
each Lender, this Agreement (including all schedules, exhibits, certificates,
opinions and financial statements required to be delivered pursuant to the terms
and conditions set forth herein), and, if requested, the Notes payable to the
order of each applicable Lender in the amount of their respective Commitments
all of which shall be in full force and effect;

                  (b) United States and Canadian Guaranties and Pledge
Agreements.

                           (i) United States Loan Guaranty. Each Domestic
Subsidiary of Company that is also a Material Subsidiary shall have duly
authorized, executed and delivered the United States Loan Guaranty in the form
of Exhibit 5.1(b)(i) (as modified, supplemented or amended from time to time,
the "United States Loan Guaranty"),

                           (ii) United States Pledge Agreement. Company and each
Domestic Subsidiary of Company that is also a Material Subsidiary shall have
duly authorized, executed and delivered the United States Pledge Agreement
substantially in the form of Exhibit 5.1(b)(ii) (as modified, supplemented or
amended from time to time, the "United States Pledge Agreement"),

                          (iii) Canadian Loan Guaranty. Canadian Holdings and
each Subsidiary of Canadian Borrower that is also a Material Subsidiary shall
have duly authorized, executed and delivered a Canadian Loan Guaranty in the
form of Exhibit 5.1(b)(iii) (as modified, supplemented or amended from time to
time, the "Canadian Loan Guaranty"),

                           (iv) Canadian Pledge Agreement. Canadian Holdings
shall have duly authorized, executed and delivered a Canadian Pledge Agreement
substantially in the form of Exhibit 5.1(b)(iv) hereto with respect to the
shares of Canadian Borrower or with respect to the shares of any other company
such other form as is reasonably acceptable to Administrative Agent (as amended,
restated, supplemented or otherwise modified from time to time, the "Canadian
Pledge Agreement"),

                           (v) Perfection of Pledge Agreement Collateral. Each
Credit Party party to a United States Pledge Agreement or a Canadian Pledge
Agreement shall have delivered to Administrative Agent:

                                    (A) all the Pledged Securities referred to
in such Pledge Agreements then owned, if any, by such Credit Party, together
with executed and undated stock powers, in the case of capital stock
constituting Pledged Securities and the Pledge Agreements and such other
documents shall be in full force and effect,

                                    (B) proper financing statements (Form UCC-1
or such other financing statements or similar notices as shall be required by
local law, if any) for filing under the UCC or other appropriate filing offices
of each foreign and domestic jurisdiction as may be necessary or, in the opinion
of Administrative Agent and the Required Lenders, desirable to perfect the
security interests purported to be created by the Pledge Agreements,

                                    (C) copies of Requests for Information or
Copies (Form UCC-11 or equivalent reports), listing all effective financing
statements or similar notices that name Company or its Subsidiaries (by its
actual name or any trade name, fictitious name or similar name), or any division
or other operating unit thereof, as debtor and that are filed in the
jurisdiction referred to in said clause (B) above, together with copies of such
other financing statements (none of which shall cover the Collateral except to
the extent evidencing Permitted Liens or for which Administrative Agent shall
have received termination statements (Form UCC-3 or such other termination
statements as shall be required by local law) for filing),

                                    (D) evidence of the completion of all other
recordings and filings of, or with respect to, the Pledge Agreements with any
foreign or domestic Governmental Authorities and all other actions as may be
necessary or, in the opinion of Administrative Agent and the Required Lenders,
desirable to perfect the security interests intended to be created by the Pledge
Agreements, and

                                    (E) evidence that all other actions
necessary, or in the reasonable opinion of Administrative Agent and the Required
Lenders, desirable to perfect the security interests purported to be taken by
the Pledge Agreements have been taken;

                  (c) European Guaranties and Security Documents. The Credit
Parties listed on Schedule 5.1(c) shall have duly executed and delivered the
European Loan Guaranties and Security Documents set forth on such Schedule.

                  (d) Opinions of Counsel. Administrative Agent shall have
received from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to
the Credit Parties, an opinion addressed to Administrative Agent and each of the
Lenders and dated the Initial Borrowing Date, which shall be in form and
substance satisfactory to Administrative Agent or the Required Lenders and which
shall cover the matters set forth in Exhibit 5.1(d)(i) and such other matters
incident to the transactions contemplated herein as Administrative Agent or the
Required Lenders may reasonably request, (ii) opinions of local counsel to
Administrative Agent and/or the Credit Parties (as is customary in the
respective jurisdictions) from Luxembourg, Germany, Canada, the United Kingdom,
France and such other jurisdictions as reasonably requested by Administrative
Agent dated the Initial Borrowing Date which shall cover the matters set forth
in Exhibit 5.1(d)(ii), with such exceptions as are reasonably satisfactory to
Administrative Agent, and such other matters incident to the transactions
contemplated herein as Administrative Agent or the Required Lenders may
reasonably request, each of which shall be in form and substance reasonably
satisfactory to Administrative Agent and the Required Lenders, and (iii)
confirmation from each counsel delivering a legal opinion in connection with the
Schmalbach Acquisition (including, without limitation, Skadden, Arps, Slate,
Meagher & Flom (Illinois)) that Administrative Agent, Canadian Administrative
Agent and the Lenders, as applicable, are entitled to rely upon their respective
opinions delivered pursuant to the Schmalbach Acquisition;

                  (e) Officer's Certificate. Administrative Agent shall have
received, with a signed counterpart for each Lender, a certificate executed by a
Responsible Officer on behalf of Borrowers, dated the date of this Agreement and
in the form of Exhibit 5.1(e) hereto, stating that the representations and
warranties set forth in Article VI hereof are true and correct as of the date of
the certificate, that no Event of Default or Unmatured Event of Default has
occurred and is continuing, that the conditions of Section 5.1 hereof have been
fully satisfied (except that no opinion need be expressed as to Administrative
Agent's or Required Lenders' satisfaction with any document, instrument or other
matter);

                  (f) Secretary's Certificate. On the Initial Borrowing Date,
Administrative Agent shall have received from each Credit Party a certificate,
dated the Initial Borrowing Date, signed by the secretary or any assistant
secretary (or, if no secretary or assistant secretary exists, a Responsible
Officer), of such Credit Party, in the form of Exhibit 5.1(f) with appropriate
insertions, as to the incumbency and signature of the officers of each such
Credit Party executing any Document (in form and substance satisfactory to
Administrative Agent) and any certificate or other document or instrument to be
delivered pursuant hereto or thereto by or on behalf of such Credit Party,
together with evidence of the incumbency of such secretary or assistant
secretary (or, if no secretary or assistant secretary exists, such Responsible
Officer), and certifying as true and correct, attached copies of the Certificate
of Incorporation, Certificate of Amalgamation or other equivalent document
(certified as of recent date by the Secretary of State or other comparable
authority where customary in such jurisdiction) and By-Laws (or other
Organizational Documents) of such Credit Party and the resolutions of such
Credit Party and, to the extent required, of the equity holders of such Credit
Party, referred to in such certificate and all of the foregoing (including each
such Certificate of Incorporation, Certificate of Amalgamation or other
equivalent document and By-Laws (or other Organizational Documents)) shall be
satisfactory to Administrative Agent;

                  (g) Good Standing. Where customary in such jurisdiction, a
good standing certificate or certificate of status or comparable certificate of
each Credit Party from the Secretary of State (or other governmental authority)
of its state or province of organization or such equivalent document issued by
any foreign Governmental Authority if applicable in such foreign jurisdiction;

                  (h) Adverse Change. On the Initial Borrowing Date, both before
and after giving effect to the Transaction, there shall be no facts, events or
circumstances then existing and nothing shall have occurred which shall have
come to the attention of any of the Lenders which materially adversely affects
the business, assets, financial condition, operations or prospects of Company
and its Subsidiaries taken as a whole or Schmalbach and its Subsidiaries taken
as a whole since December 31, 2001;

                  (i) Approvals. All necessary governmental (domestic and
foreign) and material third party approvals and/or consents in connection with
the Transaction and the transactions contemplated by the Documents shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the
consummation of all or any part of the Transaction or the other transactions
contemplated by the Documents. Additionally, there shall not exist any judgment,
order, injunction or other restraint issued or filed or a hearing seeking
injunctive relief or other restraint pending or notified prohibiting or imposing
material adverse conditions upon all or any part of the Transaction, the
transactions contemplated by the Documents or the making of the Loans or the
issuance of Letters of Credit;

                  (j) Litigation. No action, suit or proceeding (including,
without limitation, any inquiry or investigation) by any entity (private or
governmental) shall be pending or, to the best knowledge of Borrowers,
threatened against Company and any of its Subsidiaries or with respect to this
Agreement, any other Document or any documentation executed in connection
herewith or the transactions contemplated hereby (including, without limitation,
the Transaction), or the obligations being refinanced in connection with the
consummation of the Transaction or which Administrative Agent or the Required
Lenders shall determine would reasonably be expected to have a Material Adverse
Effect, and no injunction or other restraining order shall remain effective or a
hearing therefor remain pending or noticed with respect to this Agreement, any
other Document or any documentation executed in connection herewith or the
transactions contemplated hereby (including, without limitation, the
Transaction), the effect of which would reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect;

                  (k) Fees. Borrowers shall have paid jointly and severally to
Administrative Agent and the Lenders all costs, fees and expenses (including,
without limitation, legal fees and expenses of Winston & Strawn and the
reasonable costs, fees and expenses referred to in Section 12.4) payable to
Administrative Agent and the Lenders to the extent then due. Fees and expenses
incurred by the Credit Parties and their Subsidiaries with respect to the
Transaction shall not exceed $50,000,000 and on the Initial Borrowing Date,
after giving effect to the Transaction, Company shall not have incurred more
than $170,000,000 under the Multicurrency Revolving Facility;

                  (l) Evidence of Insurance. On the Initial Borrowing Date,
Administrative Agent shall have received evidence of insurance complying with
the requirements of Section 7.8 for the business and properties of Company and
its Subsidiaries.

                  (m) Pro Forma Balance Sheet. Administrative Agent shall have
received the Pro Forma Balance Sheet prepared in accordance with of the
Securities Act in form and substance satisfactory to Administrative Agent and
the Required Lenders.

                  (n) Termination of Existing Credit Agreements. On the Initial
Borrowing Date with proceeds from the Initial Borrowing hereunder, the total
commitments under each of the Existing Credit Agreements shall have been
terminated, all loans thereunder shall have been repaid in full, together with
interest thereon, all letters of credit, if any, issued thereunder shall have
been terminated and all other amounts owing pursuant to the such agreements
shall have been repaid in full and the such agreements shall have been
terminated on terms and conditions satisfactory to Administrative Agent and the
Required Lenders and be of no further force or effect and the creditors
thereunder shall have terminated and released all security interests and Liens
on the assets owned by Company and its Subsidiaries in a manner satisfactory to
Administrative Agent.

                  (o) Existing Indebtedness. On the Initial Borrowing Date and
after giving effect to the Transaction and the other transactions contemplated
hereby, neither Company nor any of its Subsidiaries shall have any material
indebtedness for money borrowed outstanding except for the Loans and the
Indebtedness to Remain Outstanding. The Indebtedness to Remain Outstanding shall
not be incurred in connection with, or in contemplation of, the Transaction;

                  (p) Tax and Accounting Aspects of Transactions/Capital
Structure. The Required Lenders shall be reasonably satisfied with all
financial, legal, tax and accounting matters (including any tax legislation
pending before the United States Congress or any committee thereof) relating to
the Transactions. On the Initial Borrowing Date, the ownership, financial
structure and capital structure (including without limitation, the terms of any
capital stock, options, warrants or other securities issued by Company or any of
its Subsidiaries) and management of Company and its Subsidiaries (after giving
effect to the Transaction) shall be in form and substance reasonably
satisfactory to the Required Lenders;

                  (q) Acquisition Agreement. The Acquisition Agreement shall
have been duly authorized, executed and delivered by the parties thereto, and
shall be in full force and effect;

                  (r) Consummation of Transactions, Etc. The structure and all
material terms of, and the documentation for, each component of the Transaction
shall be reasonably satisfactory to each of the Lenders, including, without
limitation, the agreements and documentation pertaining to the 2012 Senior Note
Financing. The transactions contemplated by the Transaction Documents shall have
been consummated in all material respects without any material waiver or
amendment, except as disclosed on Schedule 5.1(r) hereto and as consented to by
the Required Lenders (such consent not to be unreasonably withheld), of any
conditions precedent thereto required to be performed on or prior to the
consummation of the transactions contemplated thereby which are for the benefit
of each Borrower and the waiver of which, in the reasonable judgment of the
Required Lenders, would reasonably be expected to have a Material Adverse
Effect, and the Lenders shall have received such evidence of the consummation of
such transactions as the Lenders may reasonably request; all representations and
warranties of the Credit Parties and the other parties thereto contained in the
Transaction Documents shall be true and correct in all material respects; and
all material notifications, consents and approvals required pursuant to the
Transaction Documents shall have been given or obtained, as the case may be;

                  (s) Audited Financials. Administrative Agent and each Lender
shall have received (i) audited consolidated balance sheets at December 31, 2000
and 2001, statements of income and cash flows at December 31, 1999, 2000 and
2001 and interim financial statements at June 30, 2002 of Schmalbach (including
the beverage can business but excluding the PET plastic container business and
the WhiteCap closure business), (ii) the most recent unaudited quarterly
consolidated financial statements for Schmalbach, (iii) monthly financial
statements for Schmalbach for each month since the most recent quarterly
statements, to the extent received by Company, and (iv) financial projections
and pro forma financial statements for Company and its Subsidiaries and all such
statements, projections and pro forma financial statements, (including, with
respect to the projections, the reasonableness of any assumptions made therein),
shall be reasonably satisfactory to the Required Lenders;

                  (t) Solvency Certificate. On the Initial Borrowing Date,
Administrative Agent and the Lenders shall have received a solvency certificate,
in form and substance reasonably satisfactory to Administrative Agent, from the
Chief Financial Officer of Company with respect to the solvency of Company,
after giving effect to the Transaction;

                  (u) Environmental Review. Administrative Agent and each Lender
shall have received the Environmental Study. The Required Lenders shall be
satisfied as to the existing and potential liability of Company and its
Subsidiaries and Schmalbach and its Subsidiaries with respect to any
environmental matters, including any matters related to the assets acquired
pursuant to the Schmalbach Acquisition, and including compliance with laws and
regulations relating to environmental protection and receipt of Environmental
Studies with respect to such properties as such Lenders may reasonably request;

                  (v) Pension Liabilities. Administrative Agent shall have
completed a review of the pension liabilities of Schmalbach and its
subsidiaries, and the results of such review shall be reasonably satisfactory to
Administrative Agent;

                  (w) 2012 Senior Note Financing. If the 2012 Senior Note
Financing is consummated, Company shall have received gross cash proceeds of at
least $200,000,000 from such 2012 Senior Notes;

                  (x) Other Matters. All corporate and other proceedings taken
in connection with the Transactions at or prior to the date of this Agreement,
and all documents incident thereto will be reasonably satisfactory in form and
substance to Administrative Agent;

                  (y) Post-Closing Agreement. Company shall have duly
authorized, executed and delivered the Post-Closing Agreement substantially in
the form of Exhibit 5.1(y).

         5.2 Conditions Precedent to All Credit Events. The obligation of each
Lender to make Loans (including Loans made on the Initial Borrowing Date) and
the obligation of any Facing Agent to issue or any Lender to participate in any
Letter of Credit hereunder in each case shall be subject to the fulfillment at
or prior to the time of each such Credit Event of each of the following
conditions:

                  (a) Representations and Warranties. The representations and
warranties contained in this Agreement and the other Loan Documents shall each
be true and correct in all material respects at and as of such time, as though
made on and as of such time except to the extent such representations and
warranties are expressly made as of a specified date in which event such
representation and warranties shall be true and correct in all material respects
as of such specified date.

                  (b) No Default. No Event of Default or Unmatured Event of
Default shall have occurred and shall then be continuing on such date or will
occur after giving effect to such Credit Event.

                  (c) Notice of Borrowing; Letter of Credit Request.

                           (i) Prior to the making of each Loan, Administrative
Agent shall have received a Notice of Borrowing meeting the requirements of
Section 2.5 or Canadian Administrative Agent shall have received a Notice of
Canadian Borrowing meeting the requirements of Section 2A.5, as applicable.

                           (ii) Prior to the issuance of each Letter of Credit,
Administrative Agent and the respective Facing Agent shall have received a
Letter of Credit Request meeting the requirements of Section 2.10(c).

                  (d) Other Information. Administrative Agent shall have
received such other information and reports as it may reasonably request in
connection with such Credit Event.

                  The acceptance of the benefits of each such Credit Event by
Borrowers shall be deemed to constitute a representation and warranty by it to
the effect of paragraphs (a) and (b) of this Section 5.2 (except that no opinion
need be expressed as to Administrative Agent's or Required Lenders' satisfaction
with any document, instrument or other matter).

                  Each Lender hereby agrees that by its execution and delivery
of its signature page hereto and by the funding of its Loan to be made on the
Initial Borrowing Date, such Lender approves of and consents to each of the
matters set forth in Section 5.1 and Section 5.2 which must be approved by, or
which must be satisfactory to, Administrative Agent or the Required Lenders or
Lenders, as the case may be, provided that, in the case of any agreement or
document which must be approved by, or which must be satisfactory to, the
Required Lenders, Administrative Agent or Company shall have delivered or caused
to be delivered a copy of such agreement or document to such Lender on or prior
to the Initial Borrowing Date if requested.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Agreement
and to make the Loans, and issue (or participate in) the Letters of Credit as
provided herein, each Borrower with respect to itself and its Subsidiaries makes
the following representations and warranties as of the Initial Borrowing Date
(both before and after giving effect to the consummation of the Transaction) and
as of the date of each subsequent Credit Event (except to the extent such
representations and warranties are expressly made as of a specified date, in
which case such representations and warranties shall be true as of such
specified date), all of which shall survive the execution and delivery of this
Agreement and the Notes and the making of the Loans and issuance of the Letters
of Credit:

         6.1 Corporate Status. Each Credit Party (i) is a duly organized and
validly existing organization in good standing under the laws of the
jurisdiction of its organization (to the extent that such concept exists in such
jurisdiction), (ii) has the corporate or other organizational power and
authority to own its property and assets and to transact the business in which
it is engaged and (iii) is duly qualified and is authorized to do business and
is in good standing (to the extent such concept exists in the relevant
jurisdiction) in (y) Indiana in the case of Company, or its jurisdiction of
organization in the case of a Subsidiary of Company and (z) in each other
jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification, except in the case of
clause (z) for such failure to be so qualified, authorized or in good standing
which, in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.

         6.2 Corporate Power and Authority. Each Credit Party has the corporate
power and authority to execute and deliver each of the Documents to which it is
a party and to perform its obligations thereunder and has taken all necessary
action to authorize the execution, delivery and performance by it of each of
such Documents. Each Credit Party has duly executed and delivered each of the
Documents to which it is a party, and each of such Documents constitutes its
legal, valid and binding obligation enforceable in accordance with its terms,
except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
generally affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

         6.3 No Violation. The execution and delivery by any Credit Party of the
Documents to which it is a party (including, without limitation, the granting of
Liens pursuant to the Security Documents) and the performance of such Credit
Party's obligations thereunder do not (i) contravene any provision of any
Requirement of Law applicable to any Credit Party, (ii) conflict with or result
in any breach of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien (except pursuant
to the Security Documents) upon any of the property or assets of any Credit
Party pursuant to the terms of any Contractual Obligation to which any Credit
Party is a party or by which it or any of its property or assets is bound except
for such contraventions, conflicts, breaches or defaults that would not be
reasonably likely to have a Material Adverse Effect, (iii) violate any provision
of any Organizational Document of any Credit Party or (iv) require any approval
of stockholders or any material approval or consent of any Person (other than a
Governmental Authority) except filings, consents, or notices which have been
made, obtained or given and except as set forth on Schedule 6.3.

         6.4 Governmental and Other Approvals. Except as set forth on Schedule
6.4 and except for filings necessary to create or perfect security interests in
the Collateral, no material order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except as have been
obtained or made on or prior to the Initial Borrowing Date), or exemption by,
any Governmental Authority, is required to authorize, or is required in
connection with, (i) the execution and delivery of any Document or the
performance of the obligations thereunder or (ii) the legality, validity,
binding effect or enforceability of any such Document.

         6.5 Financial Statements; Financial Condition; Undisclosed Liabilities
Projections; Etc.

                  (a) Financial Statements.

                           (i) The balance sheet of Company at December 31, 2000
and 2001, June 30, 2002 and September 30, 2002 and the related statements of
income, cash flows and shareholders' equity of Company for the Fiscal Year or
other period ended on such dates, as the case may be, and the financial
statements of Schmalbach delivered pursuant to Section 5.1(s) fairly present in
all material respects the financial condition and results of operation and cash
flows of Company and its consolidated subsidiaries or Schmalbach, respectively,
as of such dates and for such periods. Copies of such statements have been
furnished to the Lenders prior to the date hereof and, in the case of the
December 31, 2000 and 2001 statements, have been examined by
PricewaterhouseCoopers LLP, independent certified public accountants, who
delivered an unqualified opinion in respect thereto, and

                           (ii) the pro forma (after giving effect to the
Transaction, the related financing thereof and the other transactions
contemplated hereby and thereby) balance sheet of Company attached hereto as
Schedule 6.5(a) (the "Pro Forma Balance Sheet") presents fairly in all material
respects the financial condition of Company at the date of such balance sheet
and presents a good faith estimate of the pro forma financial condition of
Company (after giving effect to the Transaction, the related financing thereof
and the other transactions contemplated hereby and thereby) at the date thereof.
The Pro Forma Balance Sheet has been prepared in accordance with GAAP
consistently applied (except as may be indicated in the notes thereto) subject
to normal year-end adjustments.

                  (b) Solvency. On and as of the Initial Borrowing Date, after
giving effect to the Transaction and to all Indebtedness (including the Loans)
being incurred (and the use of proceeds thereof) and Liens created by Borrowers
in connection with the transactions contemplated hereby,

                           (i) the sum of the assets, at a fair valuation, of
each Credit Party will exceed its debts;

                           (ii) no Credit Party has incurred, intends to, or
believes that it will, incur debts beyond its ability to pay such debts as such
debts mature; and

                           (iii) each Credit Party will have sufficient capital
with which to conduct its business. For purposes of this Section 6.5(b) "debt"
means any liability on a claim, and "claim" means (y) any right to payment,
whether or not such a right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured (including all obligations, if any, under any Plan or the
equivalent for unfunded past service liability, and any other unfunded medical
and death benefits) or (z) any right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to
an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured. In computing the amount
of contingent or unliquidated liabilities at any time, such liabilities will be
computed at the amount which, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonable be expected to
become an actual or matured liability.

                  (c) No Undisclosed Liabilities. Except as fully reflected in
the financial statements and the notes related thereto delivered pursuant to
Section 6.5(a) and on Schedule 6.5(d) there were as of the Initial Borrowing
Date (and after giving effect to the Transaction and the other transactions
contemplated hereby) no liabilities or obligations with respect to Company and
its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent
or otherwise and whether or not due) which, either individually or in aggregate,
would be material to Company and its Subsidiaries, taken as a whole. As of the
Initial Borrowing Date (and after giving effect to the Transaction and the other
transactions contemplated hereby), Borrowers do not know of any basis for the
assertion against Company or any Subsidiary of any liability or obligation of
any nature whatsoever that is not reflected in the financial statements or the
notes related thereto delivered pursuant to Section 6.5(a) and on Schedule
6.5(d) which, either individually or in the aggregate, would reasonably be
expected to be material to Company and its Subsidiaries, taken as a whole.

                  (d) Indebtedness. Schedule 6.5(d) sets forth a true and
complete list of all material Indebtedness (other than Indebtedness permitted
pursuant to Sections 8.2(a) through (i) and (k) through (r)) of Company and its
Subsidiaries as of the Initial Borrowing Date and which is to remain outstanding
on the date hereof after giving effect to the Transaction (the "Indebtedness to
Remain Outstanding"), in each case showing the outstanding aggregate principal
amount thereof (and the aggregate amount of any undrawn commitments with respect
thereto) and the name of the respective obligor and any other entity which
directly or indirectly guaranteed such debt. No Indebtedness to Remain
Outstanding has been incurred in connection with, or in contemplation of, the
Transaction or the other transactions contemplated hereby. Borrowers have
delivered or caused to be delivered to Administrative Agent a true and complete
copy of the form of each material agreement or instrument evidencing
Indebtedness for money borrowed listed on Schedule 6.5(d) and of each material
agreement or instrument pursuant to which such Indebtedness for money borrowed
was issued.

                  (e) Projections. On and as of the Initial Borrowing Date, the
financial projections, attached hereto as Schedule 6.5(e) and previously
delivered to Administrative Agent and the Lenders (the "Projections") and each
of the budgets delivered after the Effective Date pursuant to Section 7.2(d)
are, at the time made, prepared on a basis consistent with the financial
statements referred to in Sections 7.1(a) and (b) and are at the time made based
on good faith estimates and assumptions made by the management of Company, and
there are no statements or conclusions in the Projections or any such budgets
which, at the time made, are based upon or include information known to Company
to be materially misleading or which fail to take into account material
information regarding the matters reported therein. On the Initial Borrowing
Date, Company believes that the Projections are reasonable and attainable, it
being understood that uncertainty is inherent in any forecasts or projections,
such Projections are not to be viewed as facts, and that no assurance can be
given that the results set forth in the Projections will actually be obtained
and the differences may be material.

                  (f) No Material Adverse Change. Since December 31, 2001, there
has been no fact, event, circumstance or occurrence which has caused or resulted
in a Material Adverse Effect.

         6.6 Litigation. There are no actions, suits or proceedings pending or,
to the best knowledge of Company and its Subsidiaries, threatened (i) against
Company or any Credit Party challenging the validity or enforceability of any
material provision of any Loan Document, or (ii) that would reasonably be
expected to have a Material Adverse Effect.

         6.7 True and Complete Disclosure. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of Company or
any of its Subsidiaries in writing to any Lender (including, without limitation,
all information contained in the Documents) (other than the Projections as to
which Section 6.5(e) applies) for purposes of or in connection with this
Agreement or any transaction contemplated herein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of Company or
any of its Subsidiaries in writing to any Lender for purposes of or in
connection with this Agreement or any transaction contemplated herein, when
taken as a whole, do not contain as of the date furnished any untrue statement
of material fact or omit to state a material fact necessary in order to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading. The Borrowers have disclosed to the
Lenders (a) all agreements, instruments and corporate or other restrictions to
which Company or any of its Subsidiaries is subject, and (b) all other matters
known to any of them, that individually or in the aggregate with respect to (a)
and (b) above, would reasonably be expected to result in Material Adverse
Effect.

         6.8 Use of Proceeds; Margin Regulations.

                  (a) Term Loan Proceeds. All proceeds of the Term Loans
incurred on the Initial Borrowing Date shall be used by Company and European
Holdco (x) to finance, in part, the Schmalbach Acquisition, the Schmalbach
Refinancing and the Company Refinancing, (y) to pay fees and expenses in
connection with the Transaction (which fees and expenses shall not exceed, in
the aggregate, $50,000,000) and (z) for general corporate purposes of Company
and European Holdco; provided that, the proceeds under the Term A Loans shall
not be used to finance any direct or indirect acquisition of any Schmalbach
Subsidiaries organized under the laws of France and/or to finance any direct or
indirect contribution in exchange for shares of Company Subsidiaries organized
under the laws of France.

                  (b) Multicurrency Revolving Loan and Canadian Revolving Loan
Proceeds. All proceeds of the Multicurrency Revolving Loans and Canadian
Revolving Loans incurred hereunder shall be used by Borrowers and Canadian
Borrower, as applicable, for ongoing working capital needs and general corporate
purposes (other than as Permitted Refinancing Indebtedness of the 2008
Subordinated Notes), including Permitted Acquisitions by Company and its
Subsidiaries.

                  (c) Margin Regulations. No part of the proceeds of any Loan
will be used to purchase or carry any margin stock (as defined in Regulation U
of the Board), directly or indirectly, or to extend credit for the purpose of
purchasing or carrying any such margin stock for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or carry any
margin security or for any other purpose which might cause any of the Loans or
other extensions of credit under this Agreement to be considered a "purpose
credit" within the meaning of Regulation T, U or X of the Board.

         6.9 Taxes.

                  (a) Tax Returns and Payments. Each of Company and each of its
Subsidiaries has timely filed or caused to be filed with the appropriate taxing
authority, all material returns, statements, forms and reports for taxes (the
"Returns") required to be filed by or with respect to the income, properties or
operations of Company and/or any of its Subsidiaries. The Returns accurately
reflect all material liability for taxes of Company and its Subsidiaries for the
periods covered thereby. Each of Company and each of its Subsidiaries has paid
all material taxes owed by it other than those contested in good faith and for
which adequate reserves have been established in conformity with GAAP or their
equivalent in the relevant jurisdiction of the taxing authority. As of the
Initial Borrowing Date, except as disclosed to the Lenders in writing, there is
no material action, suit, proceeding, investigation, audit, or claim pending or,
to the knowledge of Borrowers, threatened by any authority regarding any taxes
relating to Company or any of its Subsidiaries. As of the Initial Borrowing
Date, neither Company nor any of its Subsidiaries has incurred, or will incur,
any material tax liability in connection with the Transaction. As of the Initial
Borrowing Date, neither Company nor any of its Subsidiaries has participated in
a transaction (i) the "significant purpose of which is the avoidance or evasion
of federal income tax" within the meaning of Code section 6111(d)(i)(A) and the
Treasury Regulations promulgated thereunder or (ii) is a "reportable
transaction" within the meaning of Temporary Treasury Regulation 1.6011-4T.

                  (b) Tax Examinations. There are no tax examinations in
progress with respect to any material taxes or tax returns of Company or its
Subsidiaries for which deficiencies have been asserted against Company and its
Subsidiaries that have not been fully paid or finally settled or are not being
contested in good faith with adequate reserves having been established in
conformity with GAAP or their equivalent in the relevant jurisdiction of the
taxing authority for the taxes being contested. No issue has been raised in
writing in any examination which, by application or similar principles,
reasonably can be expected to result in an assertion of a material deficiency
for any open taxable year which is not under examination that has not been
accrued on Company's and its Subsidiaries' audited financial statements for its
most recently ended Fiscal Year in accordance with GAAP or their equivalent in
the relevant jurisdiction of the taxing authority. Except as disclosed to the
Lenders in writing, neither Company nor any of its Subsidiaries has knowledge of
any material income tax liability with respect to open taxable years in excess
of amounts accrued for current taxes on such Person's financial statements for
its most recently ended Fiscal Year.

         6.10 Compliance With ERISA. Except as, in the aggregate, would not
reasonably be expected to have a Material Adverse Effect, each Plan has been
operated and administered in a manner so as not to result in any liability of
any Borrower for failure to comply with the applicable provisions of applicable
law, including ERISA and the Code; no Termination Event has occurred with
respect to a Plan; to the best knowledge of each Borrower, no Multiemployer Plan
is insolvent or in reorganization; no Plan has an accumulated or waived funding
deficiency or has applied for an extension of any amortization period within the
meaning of Section 412 of the Code; Borrowers and their Subsidiaries or any
ERISA Affiliates have not incurred any liability to or on account of a Plan
pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of
ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted
to terminate any Plan within the last fiscal year; using actuarial assumptions
and computation methods consistent with subpart 1 of subtitle E of Title IV of
ERISA, to the best knowledge of Borrowers, Borrowers and their Subsidiaries and
ERISA Affiliates would not have any liability to any Plans which are
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Multiemployer Plan ending
prior to the date of any Credit Event; no Lien imposed under the Code or ERISA
on the assets of Borrowers or any of their Subsidiaries or any ERISA Affiliate
exists or is likely to arise on account of any Plan; Borrowers and their
Subsidiaries and ERISA Affiliates have made all contributions to each Plan
within the time required by law or by the terms of such Plan; and Borrowers and
their Subsidiaries and ERISA Affiliates do not maintain or contribute to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) which
provides benefits to retired employees (other than as required by Section 601 et
seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2)
of ERISA) the obligations with respect to either of which would reasonably be
expected to have a Material Adverse Effect.

         6.11 Security Documents.

                  (a) When executed and delivered, the Pledge Agreements will be
effective to create in favor of Collateral Agent, for the benefit of the Secured
Creditors, legal and valid security interest in the Collateral described therein
and proceeds thereof. In the case of the Pledged Securities to the extent
represented by certificated securities (the "Certificated Pledged Stock")
described in the Pledge Agreements, when stock certificates representing such
Certificated Pledged Stock are delivered to Collateral Agent, and in the case of
the other Collateral described in the Pledge Agreements, when financing
statements and other filings specified on Schedule 6.11 in appropriate form are
filed in the offices specified on Schedule 6.11 and the Borrowers receive
proceeds of the Loans on the Initial Borrowing Date, the Pledge Agreements shall
constitute a fully perfected Lien (to the extent such Lien can be perfected by
filing, recording, registration or, with respect to the Certificated Pledged
Stock, possession) on, and security interest in, all right, title and interest
of the Credit Parties in such Collateral and the proceeds thereof, as security
for the Obligations (as defined in the Pledge Agreements), in each case prior
and superior in right to any other Person (except, in the case of Collateral
other than Certificated Pledged Stock, Liens permitted by Section 8.1, and only
to the extent that priority can be obtained by filing).

                  (b) In the case of the Pledged Securities described in any
European Pledge Agreement, when stock certificates are delivered to Collateral
Agent if any are issued immediately and all other conditions required therein
are met, each European Pledge Agreement shall constitute a fully perfected (to
the extent such concept exists in the relevant jurisdiction) Lien on, and
security interest in, all right, title and interest of the Credit Parties in
such Pledged Securities and the proceeds thereof, as security for the
Obligations (as defined in such European Pledge Agreement), in each case prior
and superior in right to any other Person except Liens permitted by Section 8.1.

         6.12 Documents.

                  (a) True and Accurate Copies; Consummation of Transaction.
Borrowers have heretofore delivered to Administrative Agent true, correct and
complete copies of the material Transaction Documents. Borrowers have,
concurrently with the execution and delivery of this Agreement, consummated the
transactions contemplated by the material Transaction Documents pursuant
thereto, and the material Transaction Documents set forth the entire agreement
among the parties thereto with respect to the subject matter of such material
Transaction Documents. Except as set forth on Schedule 5.1(r) hereto, to the
Company's knowledge, no party to the material Transaction Documents has waived
the fulfillment of any condition precedent set forth therein to the consummation
of the transactions contemplated thereby, no party is in default or has failed
to perform any of its obligations thereunder or under any instrument or document
executed and delivered in connection therewith.

                  (b) Representations and Warranties in Documents. All
representations and warranties set forth in the material Transaction Documents
were true and correct in all material respects at the time as of which such
representations and warranties were made or deemed made.

         6.13 Ownership of Property. Company and each Material Subsidiary has
good and marketable title to, or a subsisting leasehold interest in, all
material items of real and personal property used in its operations (except as
to leasehold interests) free and clear of all Liens, except Permitted Liens and
except to the extent that the failure to have such title or interest
(individually or in the aggregate) would not reasonably be expected to have a
Material Adverse Effect. Substantially all items of real and material personal
property owned by, leased to or used by Company and each Material Subsidiary are
in adequate operating condition and repair, ordinary wear and tear excepted, are
free and clear of any known defects except such defects as do not substantially
interfere with the continued use thereof in the conduct of normal operations,
and are able to serve the function for which they are currently being used,
except to the extent the failure to keep such condition (individually or in the
aggregate) would not reasonably be expected to have a Material Adverse Effect.

         6.14 Capitalization of Company. On the Initial Borrowing Date after
giving effect to the Transaction, Company will have no Capital Stock outstanding
other than the Common Stock. All outstanding shares of capital stock of Company
have been duly authorized and validly issued and are fully paid and
non-assessable. A complete and correct copy of each of the Organizational
Documents of Company in effect on the date of this Agreement has been delivered
to Administrative Agent. Company does not have any outstanding stock or
securities convertible into or exchangeable for any shares of its Capital Stock,
or any rights issued to any Person (either preemptive or other) to subscribe for
or to purchase, or any options for the purchase of, or any agreements providing
for the issuance (contingent or otherwise) of, or any calls, commitments or
claims of any character relating to any of its Capital Stock or any stock or
securities convertible into or exchangeable for any of its Capital Stock (other
than as set forth in the Organizational Documents of Company).

         6.15 Subsidiaries.

                  (a) Organization. Schedule 6.15 hereto sets forth a true,
complete and correct list as of the date of this Agreement of each Subsidiary of
Company (including for purposes of this list the members of the BAP Group) and
indicates for each such Subsidiary (i) its jurisdiction of organization, (ii)
its ownership (by holder and percentage interest) and (iii) whether such
Subsidiary is a Material Subsidiary. As of the Initial Borrowing Date, Company
has no Subsidiaries except for those Subsidiaries listed as such on Schedule
6.15 hereto.

                  (b) Capitalization. All shares of capital stock of each
Subsidiary of Company have been duly authorized and validly issued, are fully
paid and non-assessable (except for shares of Canadian Borrower which are
assessable upon a winding up or bankruptcy of Canadian Borrower) and are owned
free and clear of all Liens except for Permitted Liens. No authorized but
unissued or treasury shares of capital stock of any Subsidiary of Company are
subject to any option, warrant, right to call or similar commitment. A complete
and correct copy of each Organizational Document of each Domestic Subsidiary of
Company, each first-tier Foreign Subsidiary of Company or a Domestic Subsidiary
and any other Subsidiary Borrower in effect on the date of this Agreement has
been delivered to Administrative Agent.

                  (c) Restrictions on or Relating to Subsidiaries. Except to the
extent permitted by Section 8.14, there does not exist any encumbrance or
restriction on the ability of:

                           (i) any Subsidiary of Company to pay dividends or
make any other distributions on its Capital Stock, or to pay any Indebtedness
owed to Company or a Subsidiary of Company;

                           (ii) any Subsidiary of Company to make loans or
advances to Company or any of Company's Subsidiaries; or

                           (iii) Company or any of its Subsidiaries to transfer
any of its properties or assets to Company or any of its Subsidiaries, except,
in connection with (i), (ii) or (iii) above, for such encumbrances or
restrictions existing under or by reason of (x) applicable law, (y) this
Agreement or the other Loan Documents or (z) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of Company
or a Subsidiary of Company.

         6.16 Compliance With Law, Etc. Neither Company nor any of its Material
Subsidiaries is in default under or in violation of any Requirement of Law
applicable to any of them or Contractual Obligation, or under its Organizational
Documents, as the case may be, in each case the consequences of which default or
violation, either in any one case or in the aggregate, would have a Material
Adverse Effect.

         6.17 Investment Company Act. Neither Company nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

         6.18 Public Utility Holding Company Act. Neither Company nor any of its
Subsidiaries is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         6.19 Environmental Matters.

                  (a) Company and each of its Subsidiaries have complied in all
material respects with, and on the date of such Credit Event are in compliance
in all material respects with, all applicable Environmental Laws and
Environmental Permits except for such non-compliance as would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.
There are no pending or, to the best knowledge of Borrowers, threatened
Environmental Claims against Company or any of its Subsidiaries or any real
property currently owned or operated by Company or any of its Subsidiaries
except for such Environmental Claims that would not reasonably be expected to
have a Material Adverse Effect.

                  (b) Hazardous Materials have not at any time been generated,
used, treated or stored on, or transported to or from, or otherwise come to be
located on, any real property owned or at any time operated by Company or any of
its Subsidiaries where such generation, use, treatment or storage has violated
or would reasonably be expected to violate or create liability under any
Environmental Law in any material respect and result, either individually or in
the aggregate, in a Material Adverse Effect. To the knowledge of Borrowers,
Hazardous Materials have not at any time been Released on or from, or otherwise
come to be located on, any real property owned or at any time operated by
Company or any of its Subsidiaries where such Release has violated or would
reasonably be expected to violate or create liability under any Environmental
Law in any material respect and result, either individually or in the aggregate,
in a Material Adverse Effect.

         6.20 Labor Relations. Neither Company nor any of its Subsidiaries is
engaged in any unfair labor practice that would reasonably be expected to have a
Material Adverse Effect. There is (i) no significant unfair labor practice
complaint pending against Company or any of its Subsidiaries or, to the best
knowledge of Borrowers, threatened against any of them before the National Labor
Relations Board or any similar Governmental Authority in any jurisdiction, and
no significant grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against Company or any
of its Subsidiaries or, to the best knowledge of Borrowers, threatened against
any of them, (ii) no significant strike, labor dispute, slowdown or stoppage is
pending against Company or any of its Subsidiaries or, to the best knowledge of
Borrowers, threatened against Company or any of its Subsidiaries and (iii) to
the best knowledge of Borrowers, no question concerning union representation
exists with respect to the employees of Company or any of its Subsidiaries,
except (with respect to any matter specified in clause (i), (ii) or (iii) above,
either individually or in the aggregate) such as could not reasonably be
expected to have a Material Adverse Effect.

         6.21 Intellectual Property, Licenses, Franchises and Formulas. Each of
Company and its Subsidiaries owns or holds licenses or other rights to or under
all the material patents, patent applications, trademarks, designs, service
marks, trademark and service mark registrations and applications therefor, trade
names, copyrights, copyright registrations and applications therefor, trade
secrets, proprietary information, computer programs, data bases, licenses,
permits, franchises and formulas, or rights with respect to the foregoing which
are material to the business of Company and its Subsidiaries, taken as a whole,
(collectively, "Intellectual Property"), and has obtained assignments of all
leases and other rights of whatever nature, material to the present conduct of
the business of Company and its Subsidiaries, taken as a whole, without any
known material conflict with the rights of others except, in each case, where
the failure to own or hold such rights or obtain such assignments would not
reasonably be expected to have a Material Adverse Effect. Neither Company nor
any of its Subsidiaries has knowledge of any existing or threatened claim by any
Person contesting the validity, enforceability, use or ownership of the
Intellectual Property, or of any existing state of facts that would support a
claim that use by Company or any of its Subsidiaries of any such Intellectual
Property has infringed or otherwise violated any proprietary rights of any other
Person which would reasonably be expected to have a Material Adverse Effect.

         6.22 Foreign Pension Matters. (a) Each Foreign Pension Plan is in
compliance and in good standing (to the extent such concept exists in the
relevant jurisdiction) in all material respects with all laws, regulations and
rules applicable thereto, including all funding requirements, and the respective
requirements of the governing documents for such Foreign Pension Plan; (b) with
respect to each Foreign Pension Plan maintained or contributed to by Company or
any Subsidiary, (i) that is required by applicable law to be funded in a trust
or other funding vehicle, the aggregate of the accumulated benefit obligations
under such Foreign Pension Plan does not exceed to any material extent the
current fair market value of the assets held in the trusts or similar funding
vehicles for such Foreign Pension Plan and (ii) that is not required by
applicable law to be funded in a trust or other funding vehicle, reasonable
reserves have been established in accordance with prudent business practice or
where required by ordinary accounting practices in the jurisdiction in which
such Foreign Pension Plan is maintained; (c) there are no material actions,
suits or claims (other than routine claims for benefits) pending or, to the
knowledge of Company and its Subsidiaries, threatened against Company or any
Subsidiary with respect to any Foreign Pension Plan; (d) all material
contributions required to have been made by Company or any Subsidiary to any
Foreign Pension Plan have been made within the time required by law or by the
terms of such Foreign Pension Plan; and (e) except as disclosed on Schedule
6.22, no Foreign Pension Plan with respect to which the Company or any of its
Subsidiaries could have any material liability has been terminated or wound-up
and no actions or proceedings have been taken or instituted to terminate or
wind-up such a Foreign Pension Plan.

         6.23 Schmalbach Acquisition. As of the Initial Borrowing Date and
immediately prior to the making of the Initial Loans:

                  (a) the Acquisition Documents are in full force and effect, no
material breach, default or waiver of any term or provision thereof by Company
or any of its Subsidiaries or, to the best of Company's knowledge, the other
parties thereto, has occurred (except for such breaches, defaults and waivers,
if any, consented to in writing by Administrative Agent) and no action has been
taken by any competent authority which restrains, prevents or imposes any
material adverse condition upon, or seeks to restrain, prevent or impose any
material adverse condition upon, the Schmalbach Acquisition;

                  (b) the representations and warranties of Company and its
Subsidiaries party thereto contained in the Acquisition Documents, if any, are
true and correct in all material respects;

                  (c) except as set forth in Schedule 5.1(r) to this Agreement,
all material conditions precedent to, and all material consents necessary to
permit, the Acquisition pursuant to the Acquisition Documents have been
satisfied, the Schmalbach Acquisition has been consummated substantially in
accordance with the Acquisition Documents, and Company or any of its
Subsidiaries has obtained good and marketable title to all assets acquired
pursuant to the Acquisition Agreement free and clear of any Liens other than
Permitted Liens.

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

                  Each Borrower herby agrees, as to itself and its Subsidiaries,
that, so long as any of the Commitments remain in effect, or any Loan or LC
Obligation remains outstanding and unpaid or any other amount is owing to any
Lender or Administrative Agent hereunder, such Borrower shall:

         7.1 Financial Statements. Furnish, or cause to be furnished, to each
Lender:


                  (a) Quarterly Financial Statements. As soon as available, but
in any event not later than fifty (50) days after the end of each of the Fiscal
Quarters of each Fiscal Year of Company, the unaudited consolidating (on a basis
reasonably acceptable to Administrative Agent) and consolidated balance sheet
and statements of income of Company and its consolidated Subsidiaries as at the
end of such quarter and the related unaudited consolidated statements of
retained earnings and of cash flows of Company and its consolidated Subsidiaries
for such quarter and the portion of the Fiscal Year through the end of such
quarter, all of which shall be certified by the Chief Financial Officer of
Company, as at the dates indicated and for the periods indicated, subject to
normal year-end audit adjustments;

                  (b) Annual Financial Statements. As soon as available, but in
any event within ninety-five (95) days after the end of each Fiscal Year of
Company, a copy of the consolidating (on a basis reasonably acceptable to
Administrative Agent) and audited consolidated balance sheet of Company and its
consolidated Subsidiaries as at the end of such year and the related
consolidating and audited consolidated statements of income, retained earnings
and of cash flows for such year, setting forth in each case in comparative form
the figures for the previous year;

All such financial statements shall be complete and correct in all material
respects, shall be prepared in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by the accountants preparing such statements or the Chief Financial
Officer, as the case may be, and disclosed therein) and, in the case of the
consolidated financial statements referred to in Section 7.1(b), shall be
accompanied by a report thereon of independent certified public accountants of
recognized national standing, which report shall contain no qualifications with
respect to the continuance of Company and its Subsidiaries as going concerns and
shall state that such financial statements present fairly the financial position
of Company and its Subsidiaries as at the dates indicated and the results of
their operations and cash flow for the periods indicated in conformity with
GAAP.

         7.2 Certificates; Other Information. Furnish to each Lender (or, if
specified below, to Administrative Agent):

                  (a) Officer's Certificates. Concurrently with the delivery of
the financial statements referred to in Sections 7.1(a) and 7.1(b), a
certificate of the Company's Chief Financial Officer or Treasurer substantially
in the form of Exhibit 7.2(a) (a "Compliance Certificate") stating that to the
best of such officer's knowledge, (i) such financial statements present fairly,
in accordance with GAAP (or, in the case of financial statements of any Foreign
Subsidiary delivered pursuant to Section 7.1(a), generally accepted accounting
principles in such Person's jurisdiction of organization), the financial
condition and results of operations of Company and its Subsidiaries for the
period referred to therein (subject, in the case of interim statements, to
normal recurring adjustments) and (ii) no Event of Default or Unmatured Event of
Default exists, except as specified in such certificate and, if so specified,
the action which Company proposes to take with respect thereto, which
certificate shall set forth detailed computations to the extent necessary to
establish Company's compliance with the covenants set forth in Article IX of
this Agreement;

                  (b) Audit Reports and Statements. Promptly following Company's
receipt thereof, copies of all consolidated financial or other consolidated
reports or statements, if any, submitted to Company or any of its Subsidiaries
by independent public accountants relating to any annual or interim audit of the
books of Company or any of its Subsidiaries including, without limitation, to
the extent available, audited reports with respect to each Material Subsidiary
that is a Foreign Subsidiary, reconciled to GAAP by Company, within one hundred
eighty (180) days after the end of each Fiscal Year of the applicable Foreign
Subsidiary;

                  (c) Management Letters. Promptly after receipt thereof, a copy
of any "management letter" received by Company or any of its Subsidiaries from
its certified public accountants;

                  (d) Budgets; Projections. As soon as available and in any
event within sixty (60) days following the first day of each Fiscal Year of
Company (i) an annual budget (by quarter) in form satisfactory to Administrative
Agent (including budgeted balance sheet, statements of earnings and cash flows)
prepared by Company for each Fiscal Quarter of such Fiscal Year, which shall be
accompanied by the statement of the Chief Executive Officer, Treasurer or Chief
Financial Officer of Company to the effect that, to the best of his knowledge at
the time made, such budget is a reasonable estimate for the periods covered
thereby;

                  (e) Public Filings. Within ten (10) Business Days after the
same become public, copies of all financial statements, filings, registrations
and reports which Borrowers may make to, or file with, the SEC or any successor
or analogous Governmental Authority;

                  (f) Other Requested Information. Such other information with
respect to Company or any of its Subsidiaries or the Collateral, including,
without limitation, any Asset Disposition or financing transaction, as
Administrative Agent or any Lender may from time to time reasonably request.

         7.3 Notices. Promptly and in any event within three (3) Business Days
after a Responsible Officer of Company or of any of its Subsidiaries obtains
knowledge thereof, give written notice to Administrative Agent (which shall
promptly provide a copy of such notice to each Lender) of:

                  (a) Event of Default or Unmatured Event of Default. The
occurrence of any Event of Default or Unmatured Event of Default, accompanied by
a statement of the Chief Financial Officer or Treasurer of Company setting forth
details of the occurrence referred to therein and stating what action Borrowers
propose to take with respect thereto;

                  (b) Litigation and Related Matters. The commencement of, or
any material development in, any action, suit, proceeding or investigation
pending or threatened against or affecting Company or any of its Material
Subsidiaries or any of their respective properties before any arbitrator or
Governmental Authority, (i) in which Company reasonably determines that expected
exposure not covered by insurance of Company and its Subsidiaries exceeds
$20,000,000 in the aggregate, (ii) with respect to any Loan Document or any
material Indebtedness or preferred stock of Company or any of its Subsidiaries
or (iii) which, if determined adversely to Company or any of its Subsidiaries,
would individually or when aggregated with any other action, suit, proceeding or
investigation reasonably be expected to have a Material Adverse Effect;

                  (c) Environmental Matters. The occurrence of one or more of
the following environmental matters which would reasonably be expected to
subject Company or any of its Subsidiaries to liability individually or in the
aggregate in excess of $20,000,000:

                           (i) any pending or threatened material Environmental
Claim against Company or any of its Subsidiaries or any real property owned or
operated by Company or any of its Subsidiaries;

                           (ii) any condition or occurrence on or arising from
any real property owned or operated by Company or any of its Subsidiaries that
(y) results in material noncompliance by Company or any of its Subsidiaries with
any applicable Environmental Law or (z) would reasonably be expected to form the
basis of a material Environmental Claim against Company or any of its
Subsidiaries or any such real property;

                           (iii) any condition or occurrence on any real
property owned or operated by Company or any of its Subsidiaries that would
reasonably be expected to cause such real property to be subject to any material
restrictions on the ownership, occupancy, use or transferability of such real
property under any Environmental Law;

                           (iv) the taking of any Remedial Action on any real
property at any time owned or operated by Company or any of its Subsidiaries;
and

                           (v) All such notices shall describe in reasonable
detail the nature of the Environmental Claim, condition, occurrence or Remedial
Action and Company's or such Subsidiary's response thereto. In addition, Company
will provide Administrative Agent with copies of all written communications with
any Governmental Authority relating to actual or alleged violations of
Environmental Laws, all written communications with any Person relating to
Environmental Claims, and such detailed written reports of any Environmental
Claim as may reasonably be requested by Administrative Agent;

         7.4 Conduct of Business and Maintenance of Existence. Company and its
Subsidiaries shall continue to engage in business of the same general types as
now conducted by them (including, without limitation, businesses reasonably
related or incidental thereto) and preserve, renew and keep in full force and
effect its and each of its Material Subsidiary's corporate existence and take
all reasonable action to maintain all rights, privileges and franchises material
to its and those of each of its Material Subsidiaries' business except as
otherwise permitted pursuant to Sections 8.3 and 8.4 and comply and cause each
of its Subsidiaries to comply with all Requirements of Law except to the extent
that failure to comply therewith would not in the aggregate reasonably be
expected to have a Material Adverse Effect.

         7.5 Payment of Obligations. Company shall pay or discharge or otherwise
satisfy at maturity or, to the extent permitted hereby, prior to maturity or
before they become delinquent, as the case may be, and cause each of its
Material Subsidiaries to pay or discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be:

                  (a) all taxes, assessments and governmental charges or levies
imposed upon any of them or upon any of their income or profits or any of their
respective properties or assets prior to the date on which penalties attach
thereto; and

                  (b) all lawful claims prior to the time they become a Lien
(other than Permitted Liens) upon any of their respective properties or assets;

provided, however, that neither Company nor any of its Subsidiaries shall be
required to pay or discharge any such tax, assessment, charge, levy or claim
while the same is being contested by it in good faith and by appropriate
proceedings diligently pursued so long as Company or such Subsidiary, as the
case may be, shall have set aside on its books adequate reserves in accordance
with GAAP (segregated to the extent required by GAAP) or their equivalent in the
relevant jurisdiction of the taxing authority with respect thereto.

         7.6 Inspection of Property, Books and Records. Company shall keep, or
cause to be kept, and cause each of its Subsidiaries to keep or cause to be
kept, adequate records and books of account, in which entries are to be made
reflecting its and their business and financial transactions in accordance with
GAAP and all material Requirements of Law and permit, and cause each of its
Subsidiaries to permit, any Lender or its respective representatives, at any
reasonable time during normal business hours, and from time to time at the
reasonable request of such Lender and at such Lender's expense made to Borrowers
and upon reasonable notice, to visit and inspect its and their respective
properties, to examine and make copies of and take abstracts from its and their
respective records and books of account, and to discuss its and their respective
affairs, finances and accounts with its and their respective principal officers,
and, if an Event of Default exists and is continuing, independent public
accountants (and by this provision Borrowers authorize such accountants to
discuss with the Lenders and such representatives, and in the presence of
Company, the affairs, finances and accounts of Company and its Subsidiaries).

         7.7 ERISA.

                  (a) As soon as practicable and in any event within ten (10)
Business Days after Company or any of its Subsidiaries knows or has reason to
know that a Termination Event has occurred with respect to any Plan, deliver, or
cause such Subsidiary to deliver, to Administrative Agent a certificate of a
responsible officer of Company or such Subsidiary, as the case may be, setting
forth the details of such Termination Event and the action, if any, which
Company or such Subsidiary is required or proposes to take, together with any
notices required or proposed to be given;

                  (b) Upon the request of any Lender made from time to time,
deliver, or cause each Subsidiary to deliver, to each Lender a copy of the most
recent actuarial report and annual report on Form 5500 (to the extent such
annual report is required by law) completed with respect to any Plan;

                  (c) As soon as possible and in any event within ten (10)
Business Days after Company or any of its Subsidiaries knows or has reason to
know that any of the following have occurred with respect to any Plan:

                           (i) such Plan has been terminated, reorganized,
petitioned or declared insolvent under Title IV of ERISA,

                           (ii) the Plan Sponsor terminates such Plan,

                           (iii) the PBGC has instituted proceedings under
Section 515 of ERISA to collect a delinquent contribution to such Plan or under
Section 4042 of ERISA to terminate such Plan,

                           (iv) that an accumulated funding deficiency has been
incurred or that on application has been made to the Secretary of the Treasury
for a waiver or modification of the minimum funding standard (including any
required installment payments) or on extension of any amortization period under
Section 412 of the Code,

                           (v) Company or any Subsidiary of Company has incurred
any liability that would result in a Material Adverse Effect under any employee
welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides
benefits to retired employees (other than as required by Section 601 et seq. of
ERISA) or any employee pension benefit plans (as defined in Section 3(2) of
ERISA),

deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to
Administrative Agent a written notice thereof;

                  (d) As soon as possible and in any event within thirty (30)
days after Company or any of its Subsidiaries knows or has reason to know that
any of them has caused a complete withdrawal or partial withdrawal (within the
meaning of Sections 4203 and 4205, respectively, of ERISA) from any
Multiemployer Plan, deliver, or cause such Subsidiary or ERISA Affiliate to
deliver, to Administrative Agent a written notice thereof;

                  (e) For purposes of this Section 7.7, Company shall be deemed
to have knowledge of all facts known by the Plan Administrator of any Plan of
which Company is the Plan Sponsor, and each Subsidiary of Company shall be
deemed to have knowledge of all facts known by the Plan Administrator of any
Plan of which such Subsidiary is a Plan Sponsor. In addition to its other
obligations set forth in this Article VII, Company shall, and shall cause each
of its Subsidiaries to, at the request of any Lender, deliver to such Lender
(and a copy to Administrative Agent) copies of the most recent annual reports,
actuarial reports and notices received by Company or any Subsidiary with respect
to any Foreign Pension Plan no later than ten (10) Business Days after the date
of such request.

         7.8 Maintenance of Property, Insurance.

                  (a) Company shall keep, and cause each of its Material
Subsidiaries to keep, all material property (including, but not limited to,
equipment) useful and necessary in its business in good working order and
condition, normal wear and tear and damage by casualty excepted, and subject to
Section 8.4;

                  (b) Company shall maintain, and shall cause each of its
Material Subsidiaries to maintain, with reputable insurers, insurance with
respect to its material properties and business against loss or damage of the
kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts as are customarily carried under
similar circumstances by such other Persons. Such insurance shall be maintained
with reputable insurers, except that a portion of such insurance program (not to
exceed that which is customary in the case of companies engaged in the same or
similar business or having similar properties similarly situated) may be
effected through self-insurance, provided adequate reserves therefor, in
accordance with GAAP, are maintained;

                  (c) Company shall furnish to Administrative Agent, on the
Initial Borrowing Date, a schedule listing the insurance it, each Credit Party
and Material Subsidiary carried.

         7.9 Environmental Laws.

                  (a) Company shall comply with, and cause its Subsidiaries to
comply with, and, in each case take reasonable steps to ensure compliance by all
tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply in all material respects with and maintain, and take
reasonable steps to ensure that all tenants and subtenants obtain and comply in
all material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws except to the extent that failure to do so would not in the aggregate
reasonably be expected to have a Material Adverse Effect;

                  (b) Company shall conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws and promptly comply in all material respects
with all lawful orders, directives and information requests of all Governmental
Authorities regarding Environmental Laws except to the extent that the same are
being contested in good faith by appropriate proceedings or except to the extent
that such failure to do so would not in the aggregate reasonably be expected to
have a Material Adverse Effect;

                  (c) Company shall defend, indemnify and hold harmless
Administrative Agent and the Lenders, and their respective employees, agents,
officers and directors, from and against any and all liabilities, obligations,
losses, damages, claims, penalties, actions, judgments, suits, costs, expenses
or disbursements of whatever kind or nature known or unknown, contingent or
otherwise, arising out of, or in any way relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of Company, any of its Subsidiaries or the Premises, the Former
Premises or any real property to which Hazardous Materials related to Company or
any of its Subsidiaries come to be located, or any orders, requirements or
demands of Governmental Authorities related thereto, including, without
limitation, reasonable attorneys' and consultants' fees, investigation and
laboratory fees, costs arising from any Remedial Action, court costs and
litigation expenses, except to the extent that any of the foregoing arise out of
the gross negligence or willful misconduct of the party seeking indemnification
therefor. The agreements in this Section 7.9(c) shall survive termination of the
Commitments and repayment of the Notes and all other Obligations.

         7.10 Interest Rate Protection. No later than ninety (90) days following
the Initial Borrowing Date, Company shall enter into and maintain arrangements
reasonably acceptable to Administrative Agent and the Required Lenders which
have the effect of establishing a fixed or maximum interest rate reasonably
acceptable to Administrative Agent and the Required Lenders, for a period of at
least two and one half (2 1/2) years, for an aggregate notional principal amount
of not less than fifty percent (50%) of Company's Consolidated Debt less the
outstanding principal amount of such Indebtedness that bears interest at a fixed
rate.

         7.11 Use of Proceeds. Use all proceeds of the Loans as provided in
Section 6.8.

         7.12 Additional Security; Further Assurances.

                  (a) Additional Guarantors and Pledgors.

                           (i) Subject to Section 12.22, Company agrees to cause
each Domestic Subsidiary (other than a Receivables Subsidiary) that is or
becomes a Material Subsidiary to become a party to the United States Loan
Guaranty and the United States Pledge Agreement in accordance with the terms
thereof;

                           (ii) Subject to Section 12.22, Company and European
Holdco agree to cause each Foreign Subsidiary (other than a Receivables
Subsidiary) that is or becomes a Material Subsidiary of Company (other than a
Subsidiary that is organized under the laws of a Province of Canada or the
federal laws of Canada) to become a party to a European Loan Guaranty and a
European Pledge Agreement; provided, that no Subsidiary shall be required to
execute such documents to the extent and for so long as any Requirement of Law
(including any exchange control, financial assistance, minimum capitalization,
fraudulent conveyance, mandatory labor advice or similar rules or regulations,
"Foreign Requirements of Law") would be violated thereby if all relevant Persons
have taken all commercially reasonable steps to avoid or cure such violation;

                           (iii) Subject to Section 12.22, Company and Canadian
Borrower agree to cause each Subsidiary (other than a Receivables Subsidiary)
that is or becomes a Material Subsidiary of Company that is organized under the
laws of a Province of Canada or the federal laws of Canada to become a party to
a Canadian Loan Guaranty and (A) in the case of the pledge of the Capital Stock
of a Nova Scotia unlimited liability company, a Canadian Pledge Agreement and
(B) in the case of a pledge of Capital Stock in any other corporation, a
securities pledge agreement substantially in the form of the United States
Pledge Agreement, with such modifications and amendments as may be required to
perfect the Collateral Agent's interest therein pursuant to the laws of the
applicable Canadian province and the federal laws of Canada applicable therein,
in each case, in accordance with the terms thereof;

                           (iv) Company agrees to cause each Subsidiary that
becomes a guarantor of obligations arising under any Permitted Debt Document and
that is not at such time party to the United States Loan Guaranty to become a
party to the United States Loan Guaranty in accordance with the terms thereof;
provided, however, that this Section 7.12(a)(iv) shall not apply to a Foreign
Subsidiary that becomes a guarantor of only obligations under one or more
Permitted Debt Documents of persons that are not United States persons within
the meaning of Code Section 7701(a)(30); and

                           (v) If, following a change in the relevant sections
of the Code or the regulations, rules, rulings, notices or other official
pronouncements issued or promulgated thereunder, the Administrative Agent or
Required Lenders provides Company with an opinion addressed to Company of
counsel (selected by the Company within 30 days after receiving the request of
Administrative Agent) that, in form and substance reasonably satisfactory to
Company, concludes that with respect to any Foreign Subsidiary that is a
Wholly-Owned Subsidiary of the Company which has not already executed the United
States Loan Guaranty that becoming party to such guaranty would not cause the
undistributed earnings of a Foreign Subsidiary as determined for United States
Federal income tax purposes to be treated as a deemed dividend to a Foreign
Subsidiary's United States parent for United States Federal income tax purposes,
then such Foreign Subsidiary will become a party to the United States Loan
Guaranty to the extent that entering into such agreement is permitted by the
laws of the respective foreign jurisdiction. All reasonable out-of-pocket
expenses incurred by Administrative Agent or the Required Lenders to obtain such
an opinion shall be paid by Company.

                  (b) Pledge of New Subsidiary Stock.

                           (i) Subject to Section 12.22, Company agrees to
pledge (or to cause its Subsidiaries to pledge) all of the Capital Stock of each
new Domestic Subsidiary that is a Material Subsidiary and each Domestic
Subsidiary that becomes a Material Subsidiary and 65% of the Capital Stock of
each new first-tier Foreign Subsidiary (directly owned by Company or a Domestic
Subsidiary) that is a Material Subsidiary and each first-tier Foreign Subsidiary
(directly owned by Company or a Domestic Subsidiary) that becomes a Material
Subsidiary established, acquired, created or otherwise in existence after the
Initial Borrowing Date to the Collateral Agent for the benefit of the Secured
Creditors pursuant to the terms of the United States Pledge Agreement promptly,
and in any event, within sixty (60) days of the creation of such new Subsidiary
or the date such Subsidiary becomes a Material Subsidiary, as applicable;

                           (ii) Subject to Section 12.22, Company and Canadian
Holdings agree to pledge (or to cause their Subsidiaries to pledge) all of the
Capital Stock of each of Canadian Holdings' new Subsidiaries that is a Material
Subsidiary and each of Canadian Holdings' Subsidiaries that becomes a Material
Subsidiary established, acquired, created or otherwise in existence after the
Initial Borrowing Date to the Collateral Agent for the benefit of the Secured
Creditors pursuant to Section 7.12(a)(iii), within sixty (60) days of the
creation of such new Subsidiary or the date such Subsidiary becomes a Material
Subsidiary, as applicable; and

                           (iii) Subject to Section 12.22 and except to the
extent (and for so long as) it would result in a violation of Foreign
Requirements of Law (which all relevant Persons have taken all commercially
reasonable steps to avoid or cure), Company and European Holdco agree to pledge
(or to cause their Subsidiaries to pledge) all of the Capital Stock of each new
Foreign Subsidiary that is a Material Subsidiary (other than a Foreign
Subsidiary owned directly by Company or a Domestic Subsidiary) and each Foreign
Subsidiary that becomes a Material Subsidiary (other than a Foreign Subsidiary
owned directly by Company or a Domestic Subsidiary) established, acquired,
created or otherwise in existence after the Initial Borrowing Date to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the terms
of the applicable European Pledge Agreement, within sixty (60) days of the
creation of such new Subsidiary or the date such Subsidiary becomes a Material
Subsidiary, as applicable.

                  (c) Documentation for Additional Security. The security
interests required to be granted pursuant to this Section 7.12 shall be granted
pursuant to such security documentation (which shall be substantially similar to
the Security Documents already executed and delivered by the applicable
Borrower) reasonably satisfactory in form and substance to Administrative Agent
and shall constitute valid and enforceable first priority perfected security
interests subject to no other Liens except Permitted Liens. The Additional
Security Documents and other instruments related thereto shall be duly recorded
or filed in such manner and in such places and at such times as are required by
law to establish, perfect, preserve and protect such security interest, in favor
of Collateral Agent for the benefit of the Lenders, required to be granted
pursuant to the Additional Security Document and, all taxes, fees and other
charges payable in connection therewith shall be paid in full by Company. At the
time of the execution and delivery of the Additional Security Documents, Company
shall cause to be delivered to Administrative Agent such agreements, opinions of
counsel and other related documents as may be reasonably requested by
Administrative Agent or the Required Lenders to assure themselves that this
Section 7.12 has been complied with.

         7.13 End of Fiscal Years; Fiscal Quarters. Cause Company's and European
Holdco's annual accounting periods to end on December 31 of each year (each a
"Fiscal Year"), with quarterly accounting periods ending on or about March 31,
June 30, September 30, December 31, of each Fiscal Year (each a "Fiscal
Quarter").

         7.14 Foreign Subsidiaries Security. If, following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, the
Administrative Agent or Required Lenders provides Company with an opinion
addressed to Company of counsel (selected by Company within 30 days after
receiving the request of the Administrative Agent) that in form and substance
reasonably satisfactory to Company concludes that with respect to any Foreign
Subsidiary that is a Wholly-Owned Subsidiary of the Company which has not
already had all of its stock pledged pursuant to the Pledge Agreements that a
pledge of 66 2/3% or more (in the case of a direct Foreign Subsidiary) or all
(in the case of any indirect Foreign Subsidiary) of the total combined voting
power of all classes of capital stock of such Foreign Subsidiary entitled to
vote, would not cause any undistributed earnings of a Foreign Subsidiary as
determined for United States Federal income tax purposes to be treated as a
deemed dividend to a Foreign Subsidiary's United States parent for United States
Federal income tax purposes, then that portion of such Foreign Subsidiary's
outstanding capital stock not theretofore pledged pursuant to the Pledge
Agreements shall be pledged upon entering all necessary documents to
Administrative Agent for the benefit of the Secured Creditors pursuant to the
Pledge Agreements (or another pledge agreement in substantially similar form, if
needed) to the extent that entering into such agreement is permitted by the laws
of the respective foreign jurisdiction; provided, however, that the amount of
additional stock that may be pledged pursuant to this Section 7.14 shall not
exceed the amount of such stock that, in the opinion of such counsel, can be
pledged without causing any such undistributed earnings of a Foreign Subsidiary
to be treated as a deemed dividend. All reasonable out-of-pocket expenses
incurred by Administrative Agent or the Required Lenders to obtain such an
opinion shall be paid by Company.

         7.15 Foreign Pension Plan Compliance. Company shall, and shall cause
each of its Subsidiaries and each member of the Controlled Group to, establish,
maintain and operate all Foreign Pension Plans to comply in all material
respects with all laws, regulations and rules applicable thereto and the
respective requirements of the governing documents for such Plans, except for
failures to comply which, in the aggregate, would not be reasonably likely to
subject Company or any of its Subsidiaries to liability, individually or in the
aggregate in excess of $20,000,000.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                  Each Borrower hereby agrees, as to itself and its
Subsidiaries, that, so long as any of the Commitments remain in effect or any
Loan or LC Obligation remains outstanding and unpaid or any other amount is
owing to any Lender or Administrative Agent hereunder:

         8.1 Liens. No Borrower will nor will permit any of its Subsidiaries to
create, incur, assume or suffer to exist or become a party to any agreement,
note, indenture or other instrument pursuant to which such Person agrees to
create, incur or assume any Lien in, upon or with respect to any of its
properties or assets, whether now owned or hereafter acquired, except for the
following Liens (herein referred to as "Permitted Liens"):

                  (a) Liens created by the Loan Documents or otherwise securing
the Obligations;

                  (b) Customary Permitted Liens;

                  (c) Liens existing on the date hereof listed on Schedule 8.1
hereto;

                  (d) Liens on any property (including the interest of a lessee
under a Capitalized Lease) securing Indebtedness incurred or assumed for the
purpose of financing (or financing of the purchase price within 120 days after
the respective purchase of assets) all or any part of the acquisition,
construction, repair or improvement cost of such property (including Liens to
which any property is subject at the time of acquisition thereof by Company or
any of its Subsidiaries) provided that,

                           (i) any such Lien does not extend to any other
property,

                           (ii) such Lien either exists on the date hereof or is
created in connection with the acquisition, construction, repair or improvement
of such property as permitted by this Agreement,

                           (iii) the indebtedness secured by any such Lien, (or
the Capitalized Lease Obligation with respect to any Capitalized Lease) does not
exceed 100% of the fair market value of such assets and

                           (iv) the Indebtedness secured thereby is permitted to
be incurred pursuant to Section 8.2(f);

                  (e) Liens on any assets of any Person at the time such assets
are acquired or such Person becomes a Subsidiary or is merged, amalgamated or
consolidated with or into a Subsidiary and, in each case, not created in
contemplation of or in connection with such event, provided that, (x) no such
lien shall extend to or cover any other property or assets of any Borrower or of
such Subsidiary, as the case may be, (y) the aggregate principal amount of the
Indebtedness secured by all such Liens in respect of any such property or assets
shall not exceed 100% of the fair market value of such property or assets at the
time of such acquisition nor, in the case of a Lien in respect of property or
assets existing at the time of such Person becoming a Subsidiary or being so
consolidated or merged, the fair market value of the property or assets acquired
at such time, and (z) the Indebtedness secured thereby is permitted to be
incurred pursuant to Section 8.2(g);

                  (f) any Lien arising out of the replacement, refinancing,
extension, renewal or refunding of any Indebtedness secured by any Lien
permitted by clauses (c), (d), (e), (g) and (h) of this Section, provided that,
such Indebtedness is not increased and is not secured by any additional assets;

                  (g) Liens on Receivables Facility Assets transferred in
accordance with the terms of the Receivables Documents pursuant to a Permitted
Accounts Receivable Securitization;

                  (h) Liens incurred in connection with Sale-Leaseback
transactions permitted under Section 8.9;

                  (i) Liens securing Indebtedness of Foreign Subsidiaries
(including any refinancings of such Indebtedness), provided that, such Liens do
not at any time encumber any Collateral or other assets located in the United
States, the Dollar Equivalent amount of such indebtedness shall not exceed
$25,000,000 in the aggregate at any one time outstanding; and

                  (j) additional Liens incurred by Company and its Subsidiaries
so long as, without duplication, the Dollar Equivalent of the value of the
property subject to such Liens at the time such Lien is incurred and the Dollar
Equivalent of the Indebtedness (including any refinancings of such Indebtedness)
and other obligations secured thereby do not exceed $50,000,000 in the aggregate
at any time.

In addition, no Borrower will nor permit any of its Subsidiaries to become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of Collateral Agent for the benefit of the Secured
Creditors, as collateral for the Obligations (other than in connection with a
commitment to obtain Indebtedness which would be used to indefeasibly pay in
full all Obligations outstanding hereunder and result in the termination of all
Commitments hereunder), provided that, any agreement, note, indenture or other
instrument in connection with Indebtedness permitted under Sections 8.2(d), (f),
(g), (i), (j) and (n) may prohibit the creation of a Lien in favor of Collateral
Agent for the benefit of the Secured Creditors on the items of property obtained
with the proceeds of such Indebtedness.

         8.2 Indebtedness. No Borrower will nor will permit any of its
Subsidiaries to, incur, create, assume directly or indirectly, or suffer to
exist any Indebtedness except:

                  (a) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents or otherwise evidencing any of the Obligations, including,
without limitation, Additional Term Loans made pursuant to Section 2.9;

                  (b) Receivables Facility Attributable Debt incurred in
connection with a Permitted Accounts Receivable Securitizations provided that
(i) such Indebtedness related to Permitted Accounts Receivable Securitizations
of Foreign Subsidiaries shall not exceed the Dollar Equivalent of $100,000,000
and (ii) such Indebtedness related to all Permitted Accounts Receivable
Securitizations shall not exceed the Dollar Equivalent of $300,000,000;

                  (c) Indebtedness evidenced by the 2012 Senior Notes, the 2006
Senior Notes and the 2008 Subordinated Notes;

                  (d) Indebtedness of Company provided, that (1) the covenants,
defaults and similar provisions applicable to such Indebtedness are no more
restrictive in any material respect than the provisions contained in this
Agreement and do not conflict in any material respect with this Agreement and
are, taken as a whole, otherwise on market terms and conditions and (2) after
giving effect to the incurrence of such Indebtedness on a Pro Forma Basis for
the period of four Fiscal Quarters ending with the Fiscal Quarter for which
financial statements have most recently been delivered (or were required to be
delivered) pursuant to Section 7.1, no Event of Default or Unmatured Event of
Default would exist hereunder and any refinancings of such Indebtedness that
satisfies the provisions of this Section 8.2(d) (such Indebtedness being
referred to herein as "Permitted Additional Indebtedness");

                  (e) Indebtedness under Interest Rate Agreements entered into
to protect Borrowers or any of their Subsidiaries against fluctuations in
interest rates in respect of the Obligations;

                  (f) Indebtedness of Borrowers and their Subsidiaries
(including any refinancings of such Indebtedness) secured by Liens permitted
under Section 8.1(d), provided that, the Dollar Equivalent of the aggregate
outstanding principal amount of such Indebtedness at any time together with the
Dollar Equivalent of Indebtedness permitted to be outstanding pursuant to
Sections 8.2(g) and (n) shall not exceed 5% of Company's Consolidated Tangible
Assets as set forth on the last financial statements delivered by Company
pursuant to Section 7.1;

                  (g) Indebtedness of a Subsidiary of Company issued and
outstanding on or prior to the date on which such Person becomes a Subsidiary or
is merged, amalgamated or consolidated with or into a Subsidiary (other than
Indebtedness issued as consideration in, or to provide all of any portion of the
funds utilized to consummate, the transaction or series of related transactions
pursuant to which such Subsidiary became a Subsidiary or was acquired by
Company) provided, that the Dollar Equivalent of the aggregate outstanding
principal amount of such Indebtedness at any time together with the Dollar
Equivalent of Indebtedness permitted to be outstanding pursuant to Sections
8.2(f) and (n) shall not exceed 5% of Company's Consolidated Tangible Assets as
set forth on the last financial statements delivered by Company pursuant to
Section 7.1;

                  (h) Indebtedness under Other Hedging Agreements providing
protection against fluctuations in currency or commodity values in connection
with any Borrowers' or any of their Subsidiaries' operations so long as
management of such Borrower or any such Subsidiary, as the case may be, has
determined that the entering into of such Other Hedging Agreements was for bona
fide hedging activities;

                  (i) Indebtedness of Borrowers or any of their Subsidiaries
consisting of take-or-pay obligations contained in supply agreements entered
into in the ordinary course of business;

                  (j) Indebtedness outstanding on the date hereof and listed on
Schedule 6.5(d) hereto;

                  (k) Intercompany Indebtedness to the extent permitted by
Section 8.7; provided, however, that in the event of any subsequent issuance or
transfer of any Capital Stock which results in the holder of such Indebtedness
ceasing to be a Subsidiary or Borrowers or any subsequent transfer of such
Indebtedness (other than to Company or any of its Subsidiaries) such
Indebtedness shall be required to be permitted under another clause of this
Section 8.2; provided, further, however, that in the case of Intercompany
Indebtedness consisting of a loan or advance to a Borrower, each such loan or
advance outstanding at any time after December 23, 2002 shall be subordinated to
the indefeasible payment in full of all of such Borrower's Obligations;

                  (l) Indebtedness constituting Permitted Guarantee Obligations;

                  (m) Permitted Refinancing Indebtedness with respect to
Indebtedness described in clauses (c), (g), (j) and (n) of this Section 8.2;

                  (n) Indebtedness in respect of Sale and Leaseback Transactions
permitted under Section 8.9;

                  (o) Indebtedness in respect of obligations secured by
Customary Permitted Liens;

                  (p) Guarantee Obligations incurred by Company or any
Subsidiary of obligations of any employee, officer or director of Company or any
such Subsidiary in respect of loans made to such employee, officer or director
in connection with such Person's acquisition of Capital Stock, phantom stock
rights, capital appreciation rights or similar equity-like interests in Company
or any such Subsidiary in an aggregate amount not to exceed $15,000,000
outstanding at any one time;

                  (q) Indebtedness (including any refinancings of such
Indebtedness) incurred by Domestic Subsidiaries of Company in addition to that
referred to elsewhere in this Section 8.2 in a principal amount not to exceed
$75,000,000 in the aggregate; and

                  (r) Indebtedness (including any refinancings of such
Indebtedness) incurred by European Holdco, Canadian Borrower or any of their
Subsidiaries in addition to that referred to elsewhere in this Section 8.2 in a
Dollar Equivalent principal amount not to exceed $50,000,000 in the aggregate.

         8.3 Fundamental Changes. No Borrower will nor will permit any of its
Subsidiaries to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto
no Event of Default shall have occurred and be continuing, any Subsidiary (other
than a Receivables Subsidiary) (i) may merge into Company in a transaction in
which Company is the surviving corporation, (ii) may merge into any Credit Party
in a transaction in which the surviving entity is a Credit Party, (iii) that is
not a Credit Party may merge into any Subsidiary that is not a Credit Party or
any Person that becomes a Credit Party simultaneously with such merger, (iv) may
merge into any other Person that becomes a Credit Party in connection with a
Permitted Acquisition, (v) may liquidate or dissolve if Company determines in
good faith that such liquidation or dissolution is in the best interests of
Company and is not materially disadvantageous to the Lenders, provided that, any
such merger involving a Person that is not a Controlled Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
8.7. Neither any Permitted Aerospace JV nor any member of the BAP Group shall
enter into any merger or consolidation into or with Company or any of its
Subsidiaries provided that a Permitted Aerospace JV may merge or consolidate
with Company or any Subsidiary in a transaction that is a Permitted Acquisition.

         8.4 Asset Sales. No Borrower will nor will permit any of its
Subsidiaries to, convey, sell, lease or otherwise dispose of (or become party to
any agreement, note, indenture or other instrument pursuant to which such Person
agrees to do any of the foregoing at any future time without Administrative
Agent's prior written consent) all or any part of their property or assets, or
enter into any Sale and Leaseback Transaction, except that:

                  (a) Company and its Subsidiaries may sell, contribute and make
other transfers of Receivables Facility Assets pursuant to the Receivables
Documents under a Permitted Accounts Receivable Securitization;

                  (b) Borrowers and their Subsidiaries may lease, including
subleases and assignments of leases and subleases, real or personal property in
the ordinary course of business;

                  (c) Borrowers and their Subsidiaries may sell Inventory in the
ordinary course of business;

                  (d) Borrowers and their Subsidiaries may sell or discount, in
each case without recourse and in the ordinary course of business, accounts
receivable arising in the ordinary course of business (x) which are overdue, or
(y) which such Borrower or Subsidiary may reasonably determine are difficult to
collect but only in connection with the compromise or collection thereof
consistent with prudent business practice (and not as part of any bulk sale or
financing of receivables);

                  (e) Company or any Subsidiary may make an Asset Disposition to
Company or any Subsidiary (other than a Receivables Subsidiary);

                  (f) Borrowers and their Subsidiaries may enter into
consignment arrangements (as consignor or as consignee) or similar arrangements
for the sale of goods in the ordinary course of business;

                  (g) Borrowers and their Subsidiaries may make Investments
permitted pursuant to Section 8.7 and sell Investments referred to in clauses
(a) and (i) of Section 8.7;

                  (h) Borrowers and their Subsidiaries may enter into licenses
or sublicenses of software, trademarks and other Intellectual Property and
general intangibles in the ordinary course of business and which do not
materially interfere with the business of such Person;

                  (i) Borrowers and their Subsidiaries may enter into Sale and
Leaseback Transactions permitted under Section 8.9;

                  (j) Borrowers and their Subsidiaries may make Restricted
Payments permitted pursuant to Section 8.5;

                  (k) Borrowers and their Subsidiaries may make dispositions in
the ordinary course of business of equipment and other tangible personal
property that is obsolete, uneconomical, worn-out, excess or no longer useful in
the Company's and its Subsidiaries' business;

                  (l) Borrowers and their Subsidiaries may make dispositions of
owned or leased vehicles in the ordinary course of business;

                  (m) Company may sell, transfer or otherwise dispose of all or
part of the Aerospace Business (including the Capital Stock of any Permitted
Aerospace JV) in one or more transactions; provided, that (1) each such
transaction (x) other than to a Permitted Aerospace JV, is for consideration
consisting of at least seventy-five percent (75%) of cash, (y) is for not less
than fair market value (as determined by the board of directors of Company in
good faith, whose determination shall be conclusive evidence thereof and shall
be evidenced by a resolution of such board of directors set forth in a
Responsible Officer of Company's certificate delivered to Administrative Agent),
and (z) is consummated when no Event of Default has occurred and is continuing
or would result therefrom, (2) Company's Leverage Ratio on a Pro Forma Basis is
less than the greater of (A) 3.0:1.0 and (B) the Leverage Ratio of Company and
its Subsidiaries as of the last day of Company's most recently completed fiscal
quarter as set forth on the Compliance Certificate delivered together with the
financial statements for such fiscal quarter pursuant to Section 7.2(a), and (3)
the Net Sale Proceeds of which therefrom shall be paid in accordance with
Section 4.4(e);

                  (n) Borrowers and their Subsidiaries may make other Asset
Dispositions for fair value, provided (A) 75% of the aggregate sales price from
such Asset Disposition shall be paid in cash; and (B) that the aggregate book
value (at the time of disposition thereof) of all assets then proposed to be
disposed of together with all other assets disposed of in such Fiscal Year
pursuant to this clause (n) does not exceed 10% of the Consolidated Assets of
Company at such time measured as of the date of the last such sale in any Fiscal
Year or together with all other assets disposed of since the Initial Borrowing
Date pursuant to this clause (n), does not exceed 15% of the Consolidated Assets
of Company at such time, in each case, measured as of the date of the last such
sale based on the last financial statements delivered by Company pursuant to
Section 7.1; provided, however, to the extent that the Net Sale Proceeds of any
Asset Disposition that are not required to be used to prepay the Loans pursuant
to Section 4.4(e) are used to purchase assets used or to be used in the
businesses referred to in Section 8.11 in the time period prescribed in Section
4.4(e), and if Company or such Subsidiary has complied with the provisions of
Section 7.12 with respect to any assets purchased with such reinvested proceeds,
such Asset Disposition shall be disregarded for purposes of calculations
pursuant to this Section 8.4(n) (and shall otherwise be deemed to be permitted
under this Section 8.4(n)) to the extent of the reinvested proceeds, from and
after the time of compliance with Section 7.12 with respect to the acquisition
of such other property.

In the event the Required Lenders waive the provisions of this Section 8.4 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by
Section 8.4, such Collateral shall be sold free and clear of the Liens created
by the Security Documents, and Administrative Agent shall be authorized to take
any actions deemed appropriate in order to effect the foregoing.

         8.5 Dividends or Other Distributions. No Borrower will nor will permit
any of its Subsidiaries to, either: (i) declare or pay any dividend or make any
distribution on or in respect of its Capital Stock ("Dividend") or to the direct
or indirect holders of its Capital Stock (except (A) dividends or distributions
payable solely in such Capital Stock or in options, warrants or other rights to
purchase such Capital Stock and (B) dividends, distributions or redemptions
payable to (1) Company or a Wholly-Owned Subsidiary of Company and (2) any other
Subsidiary of Company in compliance with applicable corporation law; provided
that the amount of such dividends or distributions under this clause (2) which
are paid or made to any Person not a member of the Ball Corporate Group shall be
included for purposes of calculating compliance with (a) below, and shall be
permitted only to the extent they are permitted under clause (a) below) or (ii)
purchase, redeem or otherwise acquire or retire for value any Capital Stock of
Borrowers other than in exchange for, or out of proceeds of, the substantially
concurrent sale (other than to an Affiliate of any Borrower) of other Capital
Stock of such Borrower or as permitted in (i)(B) above or (iii) purchase,
defease, redeem, prepay, decrease or otherwise acquire or retire for value,
prior to any scheduled final or stated maturity, any Indebtedness that is either
subordinate or junior in right of payment to the Obligations (other than
Intercompany Indebtedness subordinated as a result of Section 8.2(k)) or any
Indebtedness issued in a public offering or pursuant to a 144A transaction with
a final maturity on or after the 2008 Subordinated Note Acceleration Date, in
each case, other than with the proceeds of Permitted Refinancing Indebtedness or
(iv) make any Restricted Investment; (any of the foregoing being hereinafter
referred to as a "Restricted Payment"); provided, however, Company may make
scheduled principal and interest payments on Indebtedness permitted pursuant to
Section 8.2 in accordance with the terms of the documents governing such
Indebtedness and make distributions to the extent necessary to enable Company or
a Subsidiary of Company to pay their taxes as they legally become due, and;
provided, further, that so long as no Event of Default or Unmatured Event of
Default has occurred and is continuing or would result therefrom:

                  (a) Company or any Wholly-Owned Subsidiary of Company may make
any Restricted Payment which, together with all other Restricted Payments made
pursuant to Section 8.5(b) since the date hereof would not exceed the sum of:

                           (i) 50% of the Consolidated Net Income accrued during
the period (treated as one accounting period) from December 31, 2002, to the end
of the most recent Fiscal Quarter ending at least 45 days prior to the date of
such Restricted Payment (or, in case such Consolidated Net Income shall be a
deficit, minus 100% of such deficit), minus 100% of the amount of any
write-downs, write-offs, other negative revaluations and other negative
extraordinary charges not otherwise reflected in Consolidated Net Income during
such period excluding, for all purposes of this clause (i), items treated as
balance sheet adjustments in respect of foreign currency translations;

                           (ii) the aggregate Net Offering Proceeds received by
Company from the issue or sale of its Capital Stock subsequent to the date
hereof (other than an issuance or sale to a Subsidiary or an employee stock
ownership plan);

                           (iii) to the extent that any Restricted Investment
permitted hereunder and made after the date hereof shall be sold for cash during
such period, the lesser of (x) the cash return of capital with respect to such
Restricted Investment (net of the cost of disposition) and (y) the initial
amount of such Restricted Investment; and

                           (iv) $100,000,000;

                  (b) Company may repurchase, redeem, acquire or retire for
value Capital Stock of Company or any options therefor pursuant to any
management equity subscription agreements, stock option plans or stock
appreciation rights programs or owned by or for the benefit of any employees,
former employees, directors or former directors, provided, that the aggregate
amount expended pursuant to this clause (b) shall not exceed $15,000,000 in the
aggregate in any Fiscal Year.

Notwithstanding the foregoing, Company may pay Dividends within 60 days after
the date of declaration thereof if at such date of declaration such Dividend
would have complied with this Section 8.5; provided, however, that such Dividend
shall be included (without duplication) in the calculation of the amount of
Restricted Payment for purpose of Section 8.5(a).

         8.6 Issuance of Stock.

                  (a) Company will not issue any Capital Stock, except for such
issuances of Capital Stock of Company consisting of Common Stock or Permitted
Preferred Stock.

                  (b) No Borrower will nor will permit any of its Subsidiaries
to, directly or indirectly, issue, sell, assign, pledge or otherwise encumber or
dispose of any shares of Capital Stock of any Subsidiary of Company, except (i)
to Company, (ii) to another Wholly-Owned Subsidiary of Company, (iii) to qualify
directors if required by applicable law or (iv) pursuant to employee stock
ownership or employee benefit plans in effect on the date hereof.
Notwithstanding the foregoing, Company and its Subsidiaries shall be permitted
to sell (x) all or part of the Capital Stock of any Permitted Aerospace JV in
one or more transactions in accordance with the terms of Section 8.4(m) and (y)
100% of the outstanding stock of any Subsidiary, but, except as set forth in
clause (x), not less than 100% of such stock, subject to Section 8.4.

         8.7 Loans, Investment and Acquisitions. No Borrower will nor will
permit any of its Subsidiaries to, make any Investments or make any Acquisitions
except:

                  (a) Borrowers and their Subsidiaries may acquire and hold Cash
and Cash Equivalents;

                  (b) Investments existing on the date hereof identified on
Schedule 8.7, without giving effect to any additions thereto or replacements
thereof;

                  (c) Investments required pursuant to the terms of the Domestic
Receivables Purchase Documents and the European Receivables Purchase Documents;

                  (d) Investments (including debt obligations) in trade
receivables or received in connection with the bankruptcy or reorganization of
suppliers and customers and in settlement (including settlements of litigation)
of delinquent obligations of, and other disputes with, customers and suppliers
arising in the ordinary course of business;

                  (e) Company may enter into Interest Rate Agreements in
compliance with Sections 7.10 and 8.2(e) and Other Hedging Agreements in
compliance with Section 8.2(h);

                  (f) pledges or deposits made in the ordinary course of
business;

                  (g) Investments by Borrowers or any Subsidiary in Company or a
Person that is a Subsidiary prior to such Investments, provided that, if
applicable, the requirements of Section 7.12 are satisfied;

                  (h) Borrowers or any Subsidiary may make Permitted
Acquisitions;

                  (i) Borrowers or any Subsidiary may acquire and hold debt
securities and other non-cash consideration as consideration for an asset
disposition permitted pursuant to Section 8.4;

                  (j) Borrowers or any Subsidiary may make Restricted
Investments permitted by Section 8.5, provided, that any Restricted Investment
that is an Acquisition complies with clauses (a) through (d) of the definition
of Permitted Acquisition; and

                  (k) Investments, if any, resulting from transactions under the
Manufacturing Supply Agreement;

                  (l) Investments, in addition to those Investments identified
on Schedule 8.7, in any member of the BAP Group; provided, however, such
additional Investments together with the Dollar Equivalent of the aggregate
Investments pursuant to Section 8.7(m)(ii) shall not exceed the Dollar
Equivalent of $75,000,000 in the aggregate after the Effective Date;

                  (m) Investments in any Permitted Aerospace JV (i) consisting
of all or part of the Aerospace Business; provided, that Company's Leverage
Ratio on a Pro Forma Basis is less than 3.0:1.0 and (ii) additional Investments
by Company and its Subsidiaries in any Permitted Aerospace JV provided however,
such additional Investments together with the Dollar Equivalent of the aggregate
Investments pursuant to Section 8.7(l) shall not exceed the Dollar Equivalent of
$75,000,000 in the aggregate after the Effective Date;

                  (n) extensions of trade credit, accounts receivable and
prepaid expenses in the ordinary course of business;

                  (o) Investments in joint ventures provided, that such
Investments shall not exceed $25,000,000 in the aggregate after the Effective
Date; and

                  (p) other Investments (other than in members of the BAP Group
or a Permitted Aerospace JV) not in excess of $75,000,000 outstanding at any one
time; provided, that any such Investment that is an Acquisition complies with
clauses (a) through (d) of the definition of Permitted Acquisition.

         8.8 Transactions with Affiliates. No Borrower will nor will permit any
of its Subsidiaries, any Permitted Aerospace JV or any member of the BAP Group
to, conduct any business or enter into any transaction or series of similar
transactions (including the purchase, sale, lease or exchange of any property or
the rendering of any service) with any Affiliate of any Borrower (other than a
Credit Party) unless the terms of such business, transaction or series of
transactions are as favorable to such Borrower, such Subsidiary, such Permitted
Aerospace JV or such member of the BAP Group as terms that would be obtainable
at the time for a comparable transaction or series of similar transactions in
arm's-length dealings with an unrelated third Person or, if such transaction is
not one which by its nature could be obtained from such Person, is on fair and
reasonable terms, provided that, the following shall be permitted: (v) the
payment of customary fees to members of the Board of Directors, (w) transactions
expressly permitted by Section 8.3 or Section 8.5, (x) transactions pursuant to
Tax Sharing Agreements, (y) transactions pursuant to the Manufacturing Supply
Agreement, and (z) Permitted Receivables Transfers and European Permitted
Receivables Transfers.

         8.9 Sale-Leasebacks. No Borrower will nor will permit any of its
Subsidiaries to, lease any property as lessee in connection with a Sale and
Leaseback Transaction entered into after the Initial Borrowing Date unless such
Sale and Leaseback Transaction is consummated within 120 days after the date
that such Person acquires the property subject to such transaction and if, at
the time of such entering into such Sale and Leaseback Transaction and after
giving effect thereto, the aggregate Dollar Equivalent amount of Attributable
Debt for such Sale and Leaseback Transaction and for all Sale and Leaseback
Transactions so entered into by Borrowers and their Subsidiaries, together with
the Dollar Equivalent of Indebtedness permitted to be outstanding pursuant to
Section 8.2(f) and (g) does not exceed 5% of Company's Consolidated Tangible
Assets.

         8.10 Restrictions on Credit Support to the BAP Group and any Permitted
Aerospace JV. Other than Investments permitted pursuant to Section 8.7(l) and
(m), neither Company nor any of its Subsidiaries shall provide any type of
credit support or credit enhancement to any member of the BAP Group or to any
Permitted Aerospace JV, whether directly through loans to or Investments in,
letters of credit issued for the benefit of any creditor of any member of the
BAP Group or any Permitted Aerospace JV or guarantees or any other Contractual
Obligation, contingent or otherwise, of Company or any of such Subsidiaries with
respect to any Indebtedness or other obligation or liability of any member of
the BAP Group or any Permitted Aerospace JV, including, without limitation, any
such Indebtedness, obligation or liability, directly or indirectly guaranteed,
supported by letter of credit, endorsed (other than for collection or deposit in
the ordinary course of business), co-made or discounted or sold with recourse,
or in respect of which Company or any of its Subsidiaries is otherwise directly
or indirectly liable, including contractual obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase, or otherwise
acquire such Indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received.

         8.11 Lines of Business. No Borrower will nor will permit any of its
Subsidiaries to enter into or acquire any line of business which is not
reasonably related or incidental to the business engaged in as of the date
hereof.

         8.12 Fiscal Year. Neither Company nor European Holdco will change its
Fiscal Year.

         8.13 Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; Certain Derivative Transactions, Etc. No Borrower will nor
will permit any of its Subsidiaries to:

                  (a) make (or give any notice in respect of) any voluntary or
optional payment or prepayment on or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee with
respect thereto or any other Person money or securities before due for the
purpose of paying when due) any Indebtedness (other than Intercompany
Indebtedness subordinated as a result of Section 8.2(k)) that is either
subordinate or junior in right of payment to the Obligations, other than
pursuant to the issuance of Permitted Refinancing Indebtedness;

                  (b) amend, terminate or modify, or permit the amendment,
termination or modification of, any provision of any documents governing
Indebtedness described in clause (a) above in a manner materially adverse to the
interests of the Lenders;

                  (c) enter into any Receivables Documents other than in
connection with a Permitted Accounts Receivable Securitization (unless such
Receivables Documents have been approved by Administrative Agent or are
non-material documentation entered into pursuant to such approved Receivables
Documents) or amend or modify in any material respect which is adverse to the
Lenders any of such Receivables Documents unless such amendment or modification
has been approved by Administrative Agent (which shall not be unreasonably
withheld); provided, however, that if the Receivables Documents, after giving
effect to such amendment or modification, would constitute a Permitted Accounts
Receivable Securitization, then such approval of Administrative Agent shall not
be required. Neither any Permitted Aerospace JV nor any member of the BAP Group
may be a Participating Subsidiary in a Permitted Accounts Receivable
Securitization; or

                  (d) amend, modify or change in any way adverse to the
interests of the Lenders, its Organizational Documents (including, without
limitation, by filing or modification of any certificate of designation) or
By-Laws, or any agreement entered into by it, with respect to its Capital Stock,
or enter into any new agreement with respect to its Capital Stock in any manner
materially adverse to the interests of the Lenders.

                  (e) enter into or maintain outstanding any derivative
transaction or similar transaction obligating any member of the Ball Corporate
Group to make any payment (other than a payment which may only be made in
Capital Stock) to any Person as a result of any change in value or market
price of Capital Stock of Company provided that in order to facilitate its
stock repurchase programs (i) Company may enter into and maintain forward
purchase contracts for shares of its Capital Stock to the extent that an
immediate purchase of such shares at such price would have been permitted
under Section 8.5 on the date Company becomes obligated to so purchase such
Capital Stock and on each day thereafter until so purchased and (ii) Company
may enter into and maintain outstanding put contracts with respect to its
Capital Stock to the extent that the aggregate maximum contingent obligation
(assuming cash settlement) of all such contracts is not at any time in excess
of the amount of Permitted Guarantee Obligations which could be incurred on
such day.

         8.14 Limitation on Certain Restrictions on Subsidiaries. No Borrower
will nor will permit any of its Material Subsidiaries, to create or otherwise
cause or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Borrower or any Material Subsidiary of any
Borrower to (i) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other Obligation owed to Company or any of its
other Subsidiaries, (ii) make any loans or advances to Company or any of its
other Material Subsidiaries, or (iii) transfer any of its property to Company or
any of its other Material Subsidiaries, except:

                  (a) any encumbrance or restriction pursuant to the Loan
Documents, the 2006 Senior Notes, the 2008 Subordinated Notes, the 2012 Senior
Notes, any documents evidencing Permitted Refinancing Indebtedness with respect
to any of the foregoing, any Permitted Accounts Receivable Securitization or an
agreement in effect at or entered into on the Effective Date and reflected on
Schedule 8.14(a) hereto;

                  (b) any encumbrance or restriction with respect to a
Subsidiary of Company pursuant to an agreement relating to any Indebtedness
issued by such Subsidiary on or prior to the date on which such Subsidiary
became a Subsidiary of Company or was acquired by Company (other than
Indebtedness issued as consideration in, or to provide all or any portion of the
funds utilized to consummate, the transaction or series of related transactions
pursuant to which such Subsidiary became a Subsidiary or was acquired by
Company) and outstanding on such date;

                  (c) any such encumbrance or restriction consisting of
customary provisions restricting subletting or assignment of any leases
governing leasehold interests of Company or any of its Subsidiaries;

                  (d) any encumbrance or restriction existing solely as a result
of a Requirement of Law; and

                  (e) in the case of clause (iii) above, Permitted Liens or
other restrictions contained in security agreements or Capitalized Leases
securing or otherwise related to Indebtedness permitted hereby to the extent
such restrictions restrict the transfer of the property subject to such security
agreements.

         8.15 Accounting Changes. No Borrower will nor will permit any of its
Subsidiaries to, make any change in accounting policies affecting the
presentation of financial statements from those employed by it on the date
hereof, unless (i) such change is disclosed to the Lenders through
Administrative Agent or otherwise and (ii) relevant prior financial statements
that are affected by such change are restated (in form and detail satisfactory
to Administrative Agent) as may be required by GAAP to show comparative results
and (iii) Company delivers a report to Administrative Agent calculating all
financial statements and other relevant financial terms without giving effect to
such change. If any changes in GAAP or the application thereof from that used in
the preparation of the financial statements referred to in Section 6.5(a) hereof
occur after the Initial Borrowing Date and such changes result in, in the sole
judgment of Administrative Agent, a meaningful change in the calculation of any
financial covenants or restrictions set forth in this Agreement, then the
parties hereto agree to enter into and diligently pursue negotiations in order
to amend such financial covenants and restrictions so as to equitably reflect
such changes, with the desired result that the criteria for evaluating the
financial condition and results of operations of Company and its Subsidiaries
shall be the same after such changes as if such changes had not been made.

                                   ARTICLE IX

                               FINANCIAL COVENANTS

                  Company hereby agrees that, so long as any Commitments remain
in effect or any Loan or LC Obligation remains outstanding and unpaid or any
other amount is owing to any Lender or Administrative Agent hereunder, Company
shall not:

         9.1 Interest Coverage Ratio. Permit the Interest Coverage Ratio for the
applicable Test Period ending on or about a date set forth below to be less than
the ratio set forth opposite such date:

                  Date                                              Ratio
                  ----                                              -----
                  March 31, 2003                                  4.00:1.0
                  June 30, 2003                                   4.00:1.0
                  September 30, 2003                              4.00:1.0
                  December 31, 2003                               4.00:1.0
                  March 31, 2004                                  4.00:1.0
                  June 30, 2004                                   4.00:1.0
                  September 30, 2004                              4.00:1.0
                  December 31, 2004                               4.00:1.0
                  March 31, 2005                                  4.00:1.0
                  June 30, 2005                                   4.00:1.0
                  September 30, 2005                              4.00:1.0
                  December 31, 2005 and the last day              4.00:1.0
                  of each Fiscal Quarter thereafter

         9.2 Leverage Ratio. Permit the Leverage Ratio for the applicable Test
Period ending on or about a date set forth below to be greater than the ratio
set forth opposite such date:

                  Date                                              Ratio
                  ----                                              -----
                  March 31, 2003                                  4.00:1.0
                  June 30, 2003                                   4.00:1.0
                  September 30, 2003                              4.00:1.0
                  December 31, 2003                               4.00:1.0
                  March 31, 2004                                  4.00:1.0
                  June 30, 2004                                   4.00:1.0
                  September 30, 2004                              3.75:1.0
                  December 31, 2004                               3.75:1.0
                  March 31, 2005                                  3.50:1.0
                  June 30, 2005                                   3.50:1.0
                  September 30, 2005                              3.25:1.0
                  December 31, 2005 and the last day              3.00:1.0
                  of each Fiscal Quarter thereafter

         9.3 Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio
for the applicable Test Period ending on or about a date set forth below to be
less than the ratio set forth opposite such date:

                  Date                                              Ratio
                  ----                                              -----
                  March 31, 2003                                  1.10:1.0
                  June 30, 2003                                   1.10:1.0
                  September 30, 2003                              1.10:1.0
                  December 31, 2003                               1.15:1.0
                  March 31, 2004                                  1.15:1.0
                  June 30, 2004                                   1.15:1.0
                  September 30, 2004                              1.15:1.0
                  December 31, 2004                               1.20:1.0
                  March 31, 2005                                  1.20:1.0
                  June 30, 2005                                   1.20:1.0
                  September 30, 2005                              1.20:1.0
                  December 31, 2005 and the last day              1.25:1.0
                  of each Fiscal Quarter thereafter

                                   ARTICLE X

                                EVENTS OF DEFAULT

         10.1 Events of Default. Any of the following events, acts, occurrences
or state of facts shall constitute an "Event of Default" for purposes of this
Agreement:

                  (a) Failure to Make Payments When Due. Any Borrower (i) shall
default in the payment of principal on any of the Loans, the face amount of any
B/A Loan or any reimbursement obligation with respect to any Letter of Credit;
or (ii) shall default in the payment of interest on any of the Loans or default
in the payment of any fee or any other Obligation when due and such default in
payment shall continue for five (5) Business Days; or

                  (b) Representations and Warranties. Any representation or
warranty made by any Credit Party, as the case may be, to Administrative Agent
or any Lender contained in any Loan Document or certificate delivered to
Administrative Agent or any Lender pursuant hereto or thereto shall have been
incorrect in any material respect on the date as of when made or deemed made, or

                  (c) Covenants. Any Credit Party shall (i) default in the
performance or observance of any term, covenant, condition or agreement on its
part to be performed or observed under Article VIII and Article IX hereof or
Section 7.3(a) or (ii) default in the due performance or observance by it of any
other term, covenant or agreement contained in this Agreement and such default
shall continue unremedied for a period of thirty (30) days after written notice
to Company by Administrative Agent or any Lender;

                  (d) Default Under Other Loan Documents. Any Credit Party shall
default in the performance or observance of any term, covenant, condition or
agreement on its part to be performed or observed hereunder or under any Loan
Document (and not constituting an Event of Default under any other clause of
this Section 10.1) and such default shall continue unremedied for a period of
thirty (30) days after written notice thereof has been given to Company by
Administrative Agent; or

                  (e) Voluntary Insolvency, Etc. Company or any of its Material
Subsidiaries shall become insolvent or generally fail to pay, or admit in
writing its inability to pay, its debts as they become due, or shall voluntarily
commence any proceeding or file any petition under any bankruptcy, insolvency or
similar law in any jurisdiction or seeking dissolution or reorganization or the
appointment of a receiver, trustee, custodian, court appointed monitor,
administrator, administrative receiver, liquidator or other similar official for
it or a substantial portion of its property, assets or business or to effect a
plan or other arrangement with its creditors, or shall file any answer admitting
the jurisdiction of the court and the material allegations of an involuntary
petition filed against it in any bankruptcy, insolvency or similar proceeding in
any jurisdiction, or shall be adjudicated bankrupt, or shall make a general
assignment for the benefit of creditors, or shall consent to, or acquiesce in
the appointment of, a receiver, trustee, custodian, court appointed monitor,
administrator, administrative receiver, liquidator or other similar official for
a substantial portion of its property, assets or business, shall call a meeting
of its creditors with a view to arranging a composition or adjustment of its
debts or shall take any corporate action authorizing any of the foregoing; or

                  (f) Involuntary Insolvency, Etc. Involuntary proceedings or an
involuntary petition shall be commenced or filed against Company or any of its
Material Subsidiaries under any bankruptcy, insolvency or similar law in any
jurisdiction or seeking the dissolution or reorganization of it or the
appointment of a receiver, trustee, custodian, court appointed monitor,
administrator, administrative receiver, liquidator or other similar official for
it or of a substantial part of its property, assets or business, or to effect a
plan or other arrangement with its creditors or any writ, judgment, warrant of
attachment, execution or similar process shall be issued or levied against a
substantial part of its property, assets or business, and such proceedings or
petition shall not be dismissed, or such writ, judgment, warrant of attachment,
execution or similar process shall not be released, vacated or fully bonded,
within sixty (60) days after commencement, filing or levy, as the case may be,
or any order for relief shall be entered in any such proceeding; or

                  (g) Default Under Other Agreements. (i) Any Credit Party shall
default in the payment when due, whether at stated maturity or otherwise, of any
Indebtedness (other than Indebtedness owed to the Lenders under the Loan
Documents) in excess of $20,000,000 in the aggregate beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created, or (ii) a default shall occur in the performance or observance of
any agreement or condition to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice of acceleration or
similar notice is required), any such Indebtedness to become due or be repaid
prior to its stated maturity or (iii) any such Indebtedness of the Credit
Parties shall be declared to be due and payable, or required to be prepaid other
than by a regularly scheduled required payment or prepayment, prior to the
stated maturity thereof; or

                  (h) Invalidity of Subordination Provisions. The subordination
provisions of any agreement or instrument governing the 2008 Subordinated Notes,
any other documents evidencing, guaranteeing or otherwise governing subordinated
notes evidencing any Permitted Additional Indebtedness or any Permitted
Refinancing Indebtedness is for any reason revoked or invalidated, or otherwise
ceases to be in full force and effect, any Person contests in any manner the
validity or enforceability thereof or denies that it has any further liability
or obligation thereunder, or the Loans and the other Obligations hereunder
entitled to receive the benefits of any Loan Document is for any reason
subordinated or does not have the priority contemplated by this Agreement or
such subordination provisions; or

                  (i) Judgments. One or more judgments or decrees shall be
entered against a Credit Party involving, individually or in the aggregate, a
liability (to the extent not paid or covered by insurance) of $20,000,000 or
more and shall not have been vacated, discharged, satisfied, stayed or bonded
pending appeal within sixty (60) days from the entry thereof; or

                  (j) Security Documents. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect (other than due to the effect of applicable foreign law or action of
any foreign government) or shall cease to give Collateral Agent for the benefit
of the Secured Creditors the Liens, rights, powers and privileges purported to
be created thereby (including, without limitation, a first priority perfected
security interest in, and Lien on, all of the Collateral), in favor of
Collateral Agent for the benefit of the Secured Creditors superior to and prior
to the rights of all third Persons and subject to no other Liens (except to the
extent expressly permitted herein or therein); or

                  (k) Guaranties. Any Guaranty or any provision thereof shall
(other than as a result of the actions taken by Administrative Agent or the
Lenders to release such Guaranty) cease to be in full force and effect in
accordance with its terms, or any Guarantor or any Person acting by or on behalf
of such Guarantor shall deny or disaffirm such Guarantor's obligations under any
Guaranty; or

                  (l) ERISA. Either (i) any Termination Event shall have
occurred, (ii) a trustee shall be appointed by a United States District Court to
administer any Plan or Multiemployer Plan, (iii) the PBGC institutes proceedings
to terminate any Plan or Multiemployer Plan or to appoint a trustee to
administer any Plan, (iv) Company or any of its Subsidiaries shall become liable
to the PBGC or any other party under Section 4062, 4063 or 4064 of ERISA with
respect to any Plan or (v) any Borrower or any Subsidiary of any Borrower fails
to make a deficit reduction contribution required under Code Section 412(l) to
any Plan by the due date for such contribution; if as of the date thereof or any
subsequent date, the sum of each of Company's and its Subsidiaries' various
liabilities (such liabilities to include, without limitation, any liability to
the PBGC or to any other party under Section 4062, 4063 or 4064 of ERISA with
respect to any Plan, or to any Multiemployer Plan under Section 4201 et seq. of
ERISA) as a result of such events listed in subclauses (i) through (v) above
exceeds $20,000,000 in the aggregate; or

                  (m) Change of Control. A Change of Control shall occur; or

                  (n) Dissolution. Any order, judgment or decree shall be
entered against Company or any Material Subsidiary decreeing its involuntary
dissolution or split up and such order shall remain undischarged and unstayed
for a period in excess of sixty (60) days; or Company or any Material Subsidiary
shall otherwise dissolve or cease to exist except as specifically permitted by
this Agreement.

                  If any of the foregoing Events of Default shall have occurred
and be continuing, Administrative Agent, at the written direction of the
Required Lenders, shall take one or more of the following actions: (i) by
written notice to Borrowers declare the Total Commitments to be terminated
whereupon the Total Commitments shall forthwith terminate, (ii) by written
notice to Borrowers declare all sums then owing by Borrowers hereunder and under
the Loan Documents to be forthwith due and payable, whereupon all such sums
shall become and be immediately due and payable without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by
Borrowers or (iii) direct Borrowers to pay (and each Borrower agrees that upon
receipt of such notice, or immediately and automatically upon the occurrence and
during the continuance of any Event of Default specified in Section 10.1(e) or
Section 10.1(f) with respect to such Borrower it will pay) to Administrative
Agent at the Payment Office such additional amount of cash, to be held as
security by Administrative Agent for the benefit of the Secured Creditors, as is
equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit
issued for the account of Company and its Subsidiaries and then outstanding and
(b) the aggregate amount of all Unpaid Drawings, and (iv) enforce, as
Administrative Agent the Guaranties and all of the Liens and security interests
created pursuant to the Security Documents in accordance with their terms. In
cases of any occurrence of any Event of Default described in Section 10.1(e) or
Section 10.1(f) with respect to Company or European Holdco, the Loans, together
with accrued interest thereon and all of the other Obligations, shall become
immediately and automatically due and payable forthwith and the Total
Commitments immediately and automatically terminated without the requirement of
any such acceleration or request, and without presentment, demand, protest or
other notice of any kind, all of which are expressly waived by each Borrower,
any provision of this Agreement or any other Loan Document to the contrary
notwithstanding, and other amounts payable by Borrowers hereunder shall also
become immediately and automatically due and payable all without notice of any
kind.

                  Anything in this Section 10.1 to the contrary notwithstanding,
Administrative Agent shall, at the request of the Required Lenders, rescind and
annul any acceleration of the Loans by written instrument filed with Borrowers,
provided that, at the time such acceleration is so rescinded and annulled: (A)
all past due interest and principal, if any, on the Loans and all other sums
payable under this Agreement and the other Loan Documents shall have been duly
paid, and (B) no other Event of Default shall have occurred and be continuing
which shall not have been waived in accordance with the provision of Section
12.1 hereof.

         10.2 Rights Not Exclusive. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                   ARTICLE XI

                              ADMINISTRATIVE AGENT

                  In this Article XI, the Lenders agree among themselves as
follows:

         11.1 Appointment. The Lenders hereby appoint DB as Administrative Agent
(for purposes of this Agreement, the term "Administrative Agent" shall include
DB in its capacity as Collateral Agent pursuant to the Security Documents) and
as Collateral Agent for the Secured Creditors under all applicable Security
Documents and Guaranties and appoint TBNS as Canadian Administrative Agent
(Administrative Agent and Canadian Administrative Agent are sometimes referred
to in this Article XI as the "Agents", and individually as an "Agent") to act as
herein specified herein and in the other Loan Documents. Each Lender hereby
irrevocably authorizes and each holder of any Note by the acceptance of such
Note shall be deemed to irrevocably authorize Agents to take such action on its
behalf under the provisions hereof, the other Loan Documents (including, without
limitation, to give notices and take such actions on behalf of the Required
Lenders as are consented to in writing by the Required Lenders) and any other
instruments, documents and agreements referred to herein or therein and to
exercise such powers hereunder and thereunder as are specifically delegated to
Administrative Agent, Collateral Agent or Canadian Administrative Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. Agents may perform any of their respective duties hereunder and under
the other Loan Documents, by or through their officers, directors, agents,
employees or affiliates.

         11.2 Nature of Duties. Agents shall have no duties or responsibilities
except those expressly set forth in this Agreement. The duties of Agents shall
be mechanical and administrative in nature. EACH LENDER HEREBY ACKNOWLEDGES AND
AGREES THAT EACH AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER. Nothing
in any of the Loan Documents, expressed or implied, is intended to or shall be
so construed as to impose upon Agents any obligations in respect of any of the
Loan Documents except as expressly set forth herein or therein. Each Lender
shall make its own independent investigation of the financial condition and
affairs of Borrowers in connection with the making and the continuance of the
Loans hereunder and shall make its own appraisal of the credit worthiness of
each Borrower, and Agents shall have no duty or responsibility, either initially
or on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before
making of the Loans or at any time or times thereafter. Agents will promptly
notify each Lender at any time that the Required Lenders have instructed it to
act or refrain from acting pursuant to Article X.

         11.3 Exculpation, Rights Etc. Neither Agents nor any of their
respective officers, directors, agents employees or affiliates shall be liable
for any action taken or omitted by them hereunder or under any of the other Loan
Documents, or in connection herewith or therewith, unless caused by its or their
gross negligence or willful misconduct. Agents shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of any of the Loan Documents or any other
document or the financial condition of any Borrower. Agents shall not be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any of the Loan
Documents or any other Document or the financial condition of any Borrower, or
the existence or possible existence of any Unmatured Event of Default or Event
of Default unless requested to do so by the Required Lenders. Agents may at any
time request instructions from the Lenders with respect to any actions or
approvals (including the failure to act or approve) which by the terms of any of
the Loan Documents, Agents are permitted or required to take or to grant, and if
such instructions are requested, Agents shall be absolutely entitled to refrain
from taking any action or to withhold any approval and shall not be under any
liability whatsoever to any Person for refraining from any action or withholding
any approval under any of the Loan Documents until it shall have received such
instructions from the Required Lenders or all Lenders, as applicable. Without
limiting the foregoing, no Lender shall have any right of action whatsoever
against Agents as a result of Agents acting, approving or refraining from acting
or approving under any of the Loan Documents in accordance with the instructions
of the Required Lenders or, to the extent required by Section 12.1, all of the
Lenders.

         11.4 Reliance. Agents shall be entitled to rely, and shall be fully
protected in relying, upon any notice, writing, resolution notice, statement,
certificate, order or other document or any telephone, telex, teletype or
telecopier message believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person, and, with respect to all matters
pertaining herein or to any of the other Loan Documents and their duties
hereunder or thereunder, upon advice of counsel selected by Agents.

         11.5 Indemnification. To the extent Agents are not reimbursed and
indemnified by Borrowers as required herein, the Lenders will reimburse and
indemnify Agents for and against any and all liabilities, obligations, losses,
damages, claims, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against Agents, acting pursuant hereto in such capacity in any
way relating to or arising out of this Agreement or any of the other Loan
Documents or any action taken or omitted by Agents under this Agreement or any
of the other Loan Documents, in proportion to each Lender's Aggregate Pro Rata
Share of the Total Commitment; provided, however, that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, claims,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from Administrative Agent's gross negligence or willful misconduct. The
obligations of the Lenders under this Section 11.5 shall survive the payment in
full of the Notes and the termination of this Agreement.

         For purposes hereof, "Aggregate Pro Rata Share" means, when used with
reference to any Lender and any described aggregate or total amount, an amount
equal to the result obtained by multiplying such desired aggregate or total
amount by a fraction the numerator of which shall be the aggregate principal
amount of such Lender's Multicurrency Revolving Loan, Canadian Revolving Loan
and Term Loans and the denominator of which shall be the aggregate of all of the
Loans outstanding hereunder.

         11.6 Administrative Agent In Its Individual Capacity. With respect to
its Loans and Commitments (and its Multicurrency Revolver Pro Rata Share,
Canadian Revolver Pro Rata Share and Term Pro Rata Share, as applicable,
thereof), Agents shall have and may exercise the same rights and powers
hereunder and are subject to the same obligations and liabilities as and to the
extent set forth herein for any other Lender or holder of Obligations. The terms
"Lenders", "holder of Obligations" or "Required Lenders" or any similar terms
shall, unless the context clearly otherwise indicates, include Agents in their
individual capacity as a Lender, one of the Required Lenders or a holder of
Obligations. Agents may accept deposits from, lend money to, and generally
engage in any kind of banking, trust or other business with Company or any
Subsidiary or affiliate of Company as if it were not acting as Administrative
Agent or Canadian Administrative Agent hereunder or under any other Loan
Document, including, without limitation, the acceptance of fees or other
consideration for services without having to account for the same to any of the
Lenders.

         11.7 Notice of Default. Agents shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default or Unmatured Event of Default
hereunder unless such Agent has received written notice from a Lender or a
Borrower referring to this Agreement describing such Event of Default or
Unmatured Event of Default and stating that such notice is a "notice of
default". In the event that either Agent receives such a notice, such Agent
shall give prompt notice thereof to the Lenders.

         11.8 Holders of Obligations. Agents may deem and treat the payee of any
Obligation as reflected on the books and records of such Agent as the owner
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with Agents pursuant to
Section 12.8(c). Any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is the holder
of any Obligation shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Obligation or of any Obligation or Obligations
granted in exchange therefor.

         11.9 Resignation by Administrative Agent.

                  (a) Agents may resign from the performance of all its
functions and duties hereunder at any time by giving fifteen (15) Business Days'
prior written notice to Company and the Lenders. Such resignation shall take
effect upon the acceptance by a successor Administrative Agent or Canadian
Administrative Agent of appointment pursuant to clauses (b) and (c) below or as
otherwise provided below.

                  (b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor Administrative Agent or Canadian Administrative Agent
who shall be satisfactory to Company and shall be an incorporated bank or trust
company.

                  (c) If a successor Administrative Agent or Canadian
Administrative Agent shall not have been so appointed within said fifteen (15)
Business Day period, Administrative Agent or Canadian Administrative Agent with
the consent of Company, shall then appoint a successor Administrative Agent or
Canadian Administrative Agent who shall serve as Administrative Agent or
Canadian Administrative Agent until such time, if any, as the Required Lenders,
with the consent of Company, appoint a successor Administrative Agent or
Canadian Administrative Agent as provided above.

                  (d) If no successor Administrative Agent or Canadian
Administrative Agent has been appointed pursuant to clause (b) or (c) by the
twentieth (20th) Business Day after the date such notice of resignation was
given by Administrative Agent or Canadian Administrative Agent, such Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of Administrative Agent or Canadian Administrative Agent
hereunder until such time, if any, as the Required Lenders, with the consent of
Company, appoint a successor Administrative Agent or Canadian Administrative
Agent as provided above.

         11.10 The Joint Lead Arrangers, Joint Mandated Arrangers, Joint Book
Managers, Syndication Agent and Co-Documentation Agents. Notwithstanding any
other provision of this Agreement or any provision of any other Loan Document,
each of the Joint Lead Arrangers, Joint Mandated Arrangers, Joint Book Managers,
Syndication Agent and Co-Documentation Agents are named as such for recognition
purposes only, and in their respective capacities as such shall have no powers,
duties, responsibilities or liabilities with respect to this Agreement or the
other Loan Documents or the transactions contemplated hereby and thereby; it
being understood and agreed that the Joint Lead Arrangers, Joint Mandated
Arrangers, Joint Book Managers, Syndication Agent and Co-Documentation Agents
shall be entitled to all indemnification and reimbursement rights in favor of
"Agents" as provided for under Section 11.5. Without limitation of the
foregoing, none of Joint Lead Arrangers, Joint Mandated Arrangers, Joint Book
Managers, Syndication Agent or Co-Documentation Agents shall, solely by reason
of this Agreement or any other Loan Documents, have any fiduciary relationship
in respect of any Lender or any other Person.

                                  ARTICLE XII

                                  MISCELLANEOUS

         12.1 No Waiver; Modifications in Writing.

                  (a) No failure or delay on the part of Administrative Agent,
Canadian Administrative Agent or any Lender in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to Administrative Agent, Canadian Administrative
Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor
any terms hereof may be amended, modified, supplemented, waived, discharged,
terminated or otherwise changed unless such amendment, modification, supplement,
waiver, discharge, termination or other change is in writing signed by Company,
European Holdco and the Required Lenders, provided that, no such amendment,
modification, supplement, waiver, discharge, termination or other change shall,
without the consent of each Lender (other than a Defaulting Lender) (with
Obligations directly affected thereby in the case of the following clause (i)):

                           (i) extend the final scheduled maturity of any Loan
or Note (or extend the stated maturity of any Letter of Credit beyond the
Multicurrency Revolver Termination Date), or reduce the rate or extend the time
of payment of interest or fees thereon except for waivers of Default Rate
interest, or reduce the principal amount thereof or extend the time of payment
or reduce the amount of any other amounts payable hereunder or under any other
Loan Document,

                           (ii) release all or substantially all of the
Guarantors or all or substantially all of the Collateral (except as expressly
provided in the Security Documents),

                           (iii) amend, modify or waive any provision of this
Section 12.1 (except for technical amendments with respect to additional
extensions of credit pursuant to Section 2.9 which afford the protections to
such additional extensions of credit of the type provided to the Term Loans on
the date hereof) or reduce any percentage specified in the definition of
Required Lenders,

                           (iv) consent to the assignment or transfer by any
Borrower of any of its rights and obligations under this Agreement;

provided, further, that no such amendment, modification, supplement, waiver,
discharge, termination or other change shall:

                                    (A) increase the Commitments of any Lender
over the amount thereof then in effect without the consent of such Lender (it
being understood that waivers or modifications of the definition of
Multicurrency Revolver Sublimit, Schedule 1.1(c), conditions precedent,
representations, warranties, covenants, Events of Default or Unmatured Events of
Default shall not constitute an increase of the Commitment of any Lender, and
that an increase in the available portion of any Commitment of any Lender shall
not constitute an increase in the Commitment of such Lender),

                                    (B) without the consent of DB and each
Facing Agent that has issued an outstanding Letter of Credit, amend, modify or
waive any provision of Section 2.10 or alter its rights or obligations with
respect to Letters of Credit,

                                    (C) without the consent of Administrative
Agent or Canadian Administrative Agent amend, modify or waive any provision of
Article XI as same applies to Administrative Agent or Canadian Administrative
Agent or any other provisions as same relates to the rights or obligations of
Administrative Agent or Canadian Administrative Agent,

                                    (D) without the consent of Administrative
Agent or Canadian Administrative Agent, amend, modify or waive any provisions
relating to the rights or obligations of Administrative Agent or Canadian
Administrative Agent under the other Loan Documents,

                                    (E) without the consent of the Majority
Lenders of each Facility which is being allocated a lesser prepayment, repayment
or commitment reduction, alter the required application of any prepayments or
repayments (or commitment reduction), as between the various Facilities pursuant
to clause (i) of the first sentence of Section 4.5(a) and the second and third
sentence of Section 4.5(a) (although the Required Lenders may waive in whole or
in part, any such prepayment, repayment or commitment reduction so long as the
application, as amongst the various Facilities, of any such prepayment,
repayment or commitment reduction which is still required to be made is not
altered),

                                    (F) without the consent of the Majority
Lenders of each Facility amend the definition of Majority Lenders,

                                    (G) without the consent of the Majority
Lenders of the Term Facilities affected thereby, amend the definition of Term
Pro Rata Share;

                                    (H) without the consent of the Supermajority
Lenders of the Facilities affected thereby, amend the definition of
Supermajority Lenders;

                                    (I) without the consent of the Majority
Lenders of the Multicurrency Revolving Facility, amend the definition of
Multicurrency Revolver Pro Rata Share; without the consent of the Majority
Lenders of the Canadian Revolving Facility, amend the definition of Canadian
Revolver Pro Rata Share,

                                    (J) without the consent of the Majority
Lenders of the Multicurrency Revolving Facility, amend the definition of
Multicurrency Revolver Sublimits or, except as provided in Section 12.1(b),
Schedule 1.1(b); or

                                    (K) without the consent of the Supermajority
Lenders of the applicable Facility, amend the definition of Scheduled Term
Repayments for such Facility.

                  (b) In addition to the amendments effected pursuant to the
foregoing Section 12.1(a), Schedules 1.1(b), and 1.1(d) may be amended as
follows:

                           (i) Schedules 1.1(b) and (d) will be amended to add
Foreign Subsidiaries of Company as additional Subsidiary Borrowers upon (A)
execution and delivery by Company, any such Subsidiary Borrower and
Administrative Agent of a Joinder Agreement in the form of Exhibit 12.1(b),
providing for a Multicurrency Revolver Sublimit acceptable to Administrative
Agent, (B) delivery to Administrative Agent of (1) to the extent not previously
delivered, the pledge and guarantee agreements required pursuant to Sections
7.12 and 7.14, (2) an opinion of counsel which covers the matters set forth in
Exhibit 5.1(d)(ii) with such exceptions as are reasonably satisfactory to
Administrative Agent and (3) such other documents with respect thereto as
Administrative Agent shall reasonably request.

                           (ii) Schedules 1.1(b) and (d) will be amended to
remove any Subsidiary as a Subsidiary Borrower upon (A) execution and delivery
by Company of a written request providing for such amendment and (B) repayment
in full of all outstanding Loans and other Obligations of such Subsidiary
Borrower.

                  (c) If, in connection with any proposed change, waiver,
discharge or termination of any of the provisions of this Agreement as
contemplated by clauses (a)(i) through (iv), inclusive, of the first proviso to
the third sentence of Section 12.1(a), the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the applicable Borrower shall have the right to
replace each such non-consenting Lender or Lenders (or, at the option of
Borrowers if the respective Lender's consent is required with respect to less
than all Loans and/or Commitments, to replace only the respective Loans and/or
Commitments of the respective non-consenting Lender which gave rise to the need
to obtain such Lender's individual consent) with one or more Replacement Lenders
pursuant to Section 3.7 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed amendment, modification, supplement.
waiver, discharge, termination or other change.

                  (d) Notwithstanding the foregoing, upon the execution and
delivery of all documentation required by Administrative Agent to be delivered
pursuant to Section 2.9 in connection with an Additional Term Loan, this
Agreement shall be deemed amended without further action by any Lender to
reflect, as applicable, the new Lenders and the terms of such Additional Term
Loan.


         12.2 Further Assurances. Each Borrower agrees to do such further acts
and things and to execute and deliver to Administrative Agent and Canadian
Administrative Agent such additional agreements, powers and instruments, as
Administrative Agent or Canadian Administrative Agent may reasonably require or
reasonably deem advisable to carry into effect the purposes of this Agreement or
any of the Loan Documents or to better assure and confirm unto Administrative
Agent or Canadian Administrative Agent its rights, powers and remedies
hereunder.

         12.3 Notices, Etc. Except where telephonic instructions or notices are
authorized herein to be given, all notices, demands, instructions and other
communications required or permitted to be given to or made upon any party
hereto or any other Person shall be in writing and shall be personally delivered
or sent by registered or certified mail, postage prepaid, return receipt
requested, or by a reputable overnight or courier delivery service, or by
prepaid telex or telecopier, and shall be deemed to be given for purposes of
this Agreement on the third day after deposit in registered or certified mail,
postage prepaid, and otherwise on the date that such writing is delivered or
sent to the intended recipient thereof, or in the case of notice delivered by
telecopy, upon completion of transmission with a copy of such notice also being
delivered under any of the methods provided above, all in accordance with the
provisions of this Section 12.3. Unless otherwise specified in a notice sent or
delivered in accordance with the foregoing provisions of this Section 12.3,
notices, demands, instructions and other communications in writing shall be
given to or made upon the respective parties hereto at their respective
addresses (or to their respective telex, TWX or telecopier numbers) indicated on
Schedule 12.3 hereto or, in the case of any Assignee, on its signature page to
its Assignment and Assumption Agreement and, in the case of telephonic
instructions or notices, by calling the telephone number or numbers indicated
for such party on Schedule 12.3 hereto or such Assignment and Assumption
Agreement, as the case may be.

         12.4 Costs, Expenses and Taxes; Indemnification.

                  (a) Generally. Company and European Holdco, if any, agree
jointly and severally to pay promptly upon request by Administrative Agent (or
any Lender, in connection with any enforcement or atonement as provided below)
all reasonable costs and expenses in connection with the negotiation,
preparation, printing, typing, reproduction, execution, delivery and syndication
of this Agreement and the other Loan Documents and the documents and instruments
referred to herein and therein and any amendment, waiver, consent relating
hereto or thereto or other modifications of (or supplements to) any of the
foregoing and any and all other documents and instruments furnished pursuant
hereto or thereto or in connection herewith or therewith, including without
limitation, the reasonable fees and out-of-pocket expenses of Winston & Strawn,
special counsel to Administrative Agent, and any local counsel retained by
Administrative Agent relative thereto, other Attorney Costs, independent public
accountants and other outside experts retained by Administrative Agent in
connection with the administration of this Agreement and the other Loan
Documents, and all reasonable search fees, appraisal fees and expenses, filing
and recording fees and all reasonable costs and expenses (including, without
limitation, Attorney Costs), if any, in connection with the enforcement of this
Agreement, any of the Loan Documents or any other agreement furnished pursuant
hereto or thereto or in connection herewith or therewith. In addition, Company
and European Holdco agree jointly and severally to pay any and all present and
future stamp, transfer, excise and other similar taxes payable or determined to
be payable in connection with the execution and delivery of this Agreement, any
Loan Document, or the making of any Loan, and each agrees to save and hold
Administrative Agent, Canadian Administrative Agent and each Lender harmless
from and against any and all liabilities with respect to or resulting from any
delay by any Borrower in paying, or omission by any Borrower to pay, such taxes.
Any portion of the foregoing fees, costs and expenses which remains unpaid more
than thirty (30) days following Administrative Agent's, Canadian Administrative
Agent's or any Lender's statement and the due date thereof shall bear interest
from the date of such due date at the Default Rate.

                  (b) Indemnification. Company and European Holdco agree jointly
and severally to indemnify and hold harmless DBSI, Syndication Agent,
Co-Documentation Agents, Administrative Agent, Canadian Administrative Agent and
each Lender and each director, officer, employee, agent, attorney and Affiliate
of DBSI, Syndication Agent, Co-Documentation Agents, Administrative Agent,
Canadian Administrative Agent and each Lender (each such Person an "Indemnified
Person" and collectively, the "Indemnified Persons") from and against all
losses, claims, damages, obligations (including removal or remedial actions),
reasonable expenses or liabilities (not including Excluded Taxes and Taxes as to
which Borrowers are not required to make any payment of additional amounts
pursuant to Section 4.7(c) hereof) to which such Indemnified Person may become
subject, insofar as such losses, claims, damages, penalties, obligations
(including removal or remedial actions), reasonable expenses or liabilities (or
actions, suits or proceedings including any investigation or claims in respect
thereof (whether or not Administrative Agent, Canadian Administrative Agent or
any Lender is a party thereto)) arise out of, in any way relate to, or result
from the transactions contemplated by this Agreement or any of the other Loan
Documents and to reimburse each Indemnified Person upon their demand, for any
Attorney Costs or other reasonable expenses incurred in connection with
investigating, preparing to defend or defending any such loss, claim, damage,
liability, action or claim; provided, however,

                           (i) that no Indemnified Person shall have the right
to be so indemnified hereunder for any loss, claim, damage, penalties,
obligations, expense or liability to the extent it arises or results from the
gross negligence or willful misconduct of such Indemnified Person or from such
Indemnified Person's breach of its obligations under this Agreement as finally
determined by a court of competent jurisdiction and

                           (ii) that nothing contained herein shall affect the
express contractual obligations of the Lenders to Borrowers contained herein.

If any action, suit or proceeding arising from any of the foregoing is brought
against Administrative Agent, Canadian Administrative Agent, any Lender or any
other Person indemnified or intended to be indemnified pursuant to this Section
12.4, Company and European Holdco will, if requested by Administrative Agent,
Canadian Administrative Agent, any Lender or any such Indemnified Person, resist
and defend such action, suit or proceeding or cause the same to be resisted and
defended by counsel reasonably satisfactory to the Person or Persons indemnified
or intended to be indemnified. The Indemnified Persons shall, unless
Administrative Agent, Canadian Administrative Agent, a Lender or other
Indemnified Person has made the request described in the preceding sentence and
such request has been complied with, have the right to employ their own counsel
(or (but not as well as) staff counsel) to investigate and control the defense
of any matter covered by such indemnity and the reasonable fees and expenses of
such counsel shall be at the expense of the indemnifying party; provided,
however, that in any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, Company and European Holdco shall not be liable for fees and
expenses of more than one counsel (in addition to any local counsel), which
counsel shall be designated by Administrative Agent provided, further, however,
each Indemnified Person shall have the right to employ separate counsel in any
such inquiry, action, claim or proceeding and to control the defense thereof,
and the reasonable fees and expenses of such counsel shall be at the expense of
Company and European Holdco if (i) Company and European Holdco shall have agreed
in writing to pay such fees and expenses or (ii) such Indemnified Person shall
have notified Company and European Holdco that it has been advised by counsel
that there may be one or more legal defenses available to such Indemnified
Person that are different from or additional to those available to the other
Indemnified Persons and that such common representation would adversely impact
the adequacy of the proposed representation. Excluding any loss, cost, liability
or damage arising out of the gross negligence or willful misconduct of any
Indemnified Person as determined by a court of competent jurisdiction in a final
non-appealable judgment, Company and European Holdco further agree jointly and
severally to indemnify and hold each Indemnified Person harmless from all loss,
reasonable cost (including Attorney Costs), liability and damage whatsoever
incurred by any Indemnified Person by reason of any violation of any
Environmental Laws or Environmental Permits or for the Release or Threatened
Release of any Contaminants into the environment for which Company or any of its
Subsidiaries has any liability or which is related to any property currently or
formerly owned, leased or operated by or on behalf of Company or any of its
Subsidiaries, or by reason of the imposition of any Environmental Lien or which
occurs by a breach of any of the representations, warranties or covenants
relating to environmental matters contained herein, provided that, with respect
to any liabilities arising from acts or failure to act for which Company or any
of its Subsidiaries is strictly liable under any Environmental Law or
Environmental Permit, Company's and European Holdco's obligation to each
Indemnified Person under this indemnity shall likewise be without regard to
fault on the part of Company or any such Subsidiary. To the extent that the
undertaking to indemnify, pay or hold harmless Administrative Agent, Canadian
Administrative Agent, any Lender or other Indemnified Person as set forth in
this Section 12.4 may be unenforceable because it is violative of any law or
public policy, Company shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible under
applicable law. The obligations of Company and European Holdco under this
Section 12.4 shall survive the termination of this Agreement and the discharge
of Company's and European Holdco's other Obligations hereunder.

                  (c) Foreign Exchange Indemnity. If any sum due from any
Borrower under this Agreement or any order or judgment given or made in relation
hereto has to be converted from the currency (the "first currency") in which the
same is payable hereunder or under such order or judgment into another currency
(the "second currency") for the purpose of (i) making or filing a claim or proof
against any Borrower with any Governmental Authority or in any court or
tribunal, or (ii) enforcing any order or judgment given or made in relation
hereto, Company and European Holdco shall indemnify and hold harmless each of
the Persons to whom such sum is due from and against any loss actually suffered
as a result of any discrepancy between (a) the rate of exchange used to convert
the amount in question from the first currency into the second currency, and (b)
the rate or rates of exchange at which such Person, acting in good faith in a
commercially reasonable manner, purchased the first currency with the second
currency after receipt of a sum paid to it in the second currency in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.
The foregoing indemnity shall constitute a separate obligation of Company and
European Holdco distinct from its other obligations hereunder and shall survive
the giving or making of any judgment or order in relation to all or any of such
other obligations.

         12.5 Confirmations. Each Borrower and each holder of any portion of the
Obligations agrees from time to time, upon written request received by it from
the other, to confirm to the other in writing (with a copy of each such
confirmation to Administrative Agent) the aggregate unpaid principal amount of
the Loan or Loans and other Obligations then outstanding.

         12.6 Adjustment; Setoff.

                  (a) If any lender (a "Benefited Lender") shall at any time
receive any payment of all or part of its Loans, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
setoff, pursuant to events or proceedings of the nature referred to in Section
10.1(e) or Section 10.1(f) hereof, or otherwise) in a greater proportion than
any such payment to and collateral received by any other Lender in respect of
such other Lender's Loans or interest thereon, such Benefited Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Loans, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
Benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each Lender; provided, however, that if all or any portion
of such excess payment or benefits is thereafter recovered from such Benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest. Each Borrower
agrees that each Lender so purchasing a portion of another Lender's Loans may
exercise all rights of payment (including, without limitation, rights of setoff)
with respect to such portion as fully as if such Lender were the direct holder
of such portion.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to
Borrowers, any such notice being expressly waived by Borrowers, upon the
occurrence and during the continuance of an Event of Default, to setoff and
apply against any Obligations, whether matured or unmatured, of any Borrower or
any Credit Party to such Lender, any amount owing from such Lender to such
Borrower or Credit Party, at or at any time after, the happening of any of the
above-mentioned events, and the aforesaid right of setoff may be exercised by
such Lender against any Borrower or Credit Party or against any trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receivers, administrator, administrative receiver, court appointed monitor or
other similar official, or execution, judgment or attachment creditor of such
Borrower or Credit Party, or against anyone else claiming through or against,
such Borrower or Credit Party or such trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receivers, administrator,
administrative receiver, court appointed monitor or other similar official, or
execution, judgment or attachment creditor, notwithstanding the fact that such
right of setoff shall not have been exercised by such Lender prior to the
making, filing or issuance, or service upon such Lender of, or of notice of, any
such petition, assignment for the benefit of creditors, appointment or
application for the appointment of a receiver, administrator, administrative
receiver, court appointed monitor or other similar official, or issuance of
execution, subpoena, order or warrant. Each Lender agrees promptly to notify
Company and Administrative Agent after any such setoff and application made by
such Lender, provided that, the failure to give such notice shall not affect the
validity of such setoff and application.

                  (c) Each Borrower expressly agrees that to the extent such
Borrower makes a payment or payments and such payment or payments, or any part
thereof, are subsequently invalidated, declared to be fraudulent or
preferential, set aside or are required to be repaid to a trustee, receiver,
administrator, administrative receiver, court appointed monitor or other similar
official, or any other party under any bankruptcy act, state or federal law,
common law, rule, regulation or equitable cause in any jurisdiction, then to the
extent of such payment or repayment, the Indebtedness to the Lenders or part
thereof intended to be satisfied shall be revived and continued in full force
and effect as if said payment or payments had not been made.

         12.7 Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
but one and the same Agreement.

         12.8 Binding Effect; Assignment; Addition and Substitution of Lenders.

                  (a) This Agreement shall be binding upon, and inure to the
benefit of, Borrowers, Administrative Agent, the Lenders, all future holders of
the Notes and their respective successors and assigns; provided, however, that
no Borrower may assign its rights or obligations hereunder or in connection
herewith or any interest herein (voluntarily, by operation of law or otherwise)
without the prior written consent of the Lenders.

                  (b) Each Lender may at any time sell to one or more banks or
other entities ("Participants") participating interests in all or any portion of
its Commitment and Loans or participation in Letters of Credit or any other
interest of such Lender hereunder (in respect of any Lender, its "Credit
Exposure"). In the event of any such sale by a Lender of participating interests
to a Participant, such Lender's obligations under this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, and Borrowers, Canadian Administrative Agent and Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. At the time of the
sale of a participating interest, the Lender transferring the interest (i) shall
cause the Participant to provide the forms required under Section 4.7(d) as if
such Participant became a Lender on the date of the sale and (ii) shall, if
required under applicable law, deliver revised forms in accordance Section
4.7(d) reflecting the portion of the interest sold and the portion of the
interest retained. Further, the Participant shall be subject to the obligations
of Section 3.6 and Section 4.7 as if such Participant was a Lender. Each
Borrower agrees that if amounts outstanding under this Agreement or any of the
Loan Documents are due or unpaid, or shall have been declared or shall have
become due and payable upon the occurrence and during the continuance of an
Event of Default, each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement
and the Loan Documents to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under this Agreement or any other
Loan Document; provided, however, that such right of setoff shall be subject to
the obligation of such Participant to share with the Lenders, and the Lenders
agree to share with such Participant, as provided in Section 12.6. Each Borrower
also agrees that each Participant shall be entitled to the benefits of Section
3.6 and Section 4.7 with respect to its participation in the Loans outstanding
from time to time, as if such Participant becomes a Lender on the date it
acquired an interest pursuant to this Section 12.8(b); provided that, no
participation shall be made to any Person under this section if, at the time of
such participation, the Participant's benefits under Section 3.6 or Section 4.7
would be greater than the benefits that the participating Lender was entitled to
under Section 3.6 or Section 4.7 (and if any participation is made in violation
of the foregoing, the Participant will not be entitled to the incremental
amounts). Each Lender agrees that any agreement between such Lender and any such
Participant in respect of such participating interest shall not restrict such
Lender's right to approve or agree to any amendment, restatement, supplement or
other modification to, waiver of, or consent under, this Agreement or any of the
Loan Documents except to the extent that any of the forgoing would (i) extend
the final scheduled maturity of any Loan or Note in which such Participant is
participating (it being understood that amending the definition of any Scheduled
Term Repayment (other than any Term Maturity Date), shall not constitute an
extension of the final scheduled maturity of any Loan or Note) or extend the
stated maturity of any Letter of Credit in which such Participant is
participating beyond the Multicurrency Revolver Termination Date, or reduce the
rate or extend the time of payment of interest or fees on any such Loan, Note or
Letter of Credit (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the Participant's participation over the amount
thereof then in effect (it being understood that waivers or modifications of
conditions precedent, covenants, representations, warranties, Events of Default
or Unmatured Events of Default or of a mandatory reduction in Commitments shall
not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any
Participant if the Participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by any Borrower of any of
its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Loan Documents) supporting the Loans and/or Letters
of Credit hereunder in which such Participant is participating. Notwithstanding
the foregoing, prior to any CAM Exchange, no Lender shall sell participations of
Canadian Revolving Loans or Canadian Revolving Commitments to any Person that is
not a resident of Canada for purpose of the ITA or is not deemed to be resident
in Canada for the purposes of Part XIII of the ITA.

                  (c) Any Lender may at any time assign to one or more Eligible
Assignees, including an Affiliate thereof (each an "Assignee"), all or any part
of its Credit Exposure pursuant to an Assignment and Assumption Agreement,
provided that no assignment shall be made to any Person under this Section
12.8(c) if, at the time of such assignment, the Assignee's benefits under
Section 3.6 or Section 4.7 would be greater than the benefits that the assigning
Lender was entitled to under Section 3.6 or Section 4.7 (and if any assignment
is made in violation of the foregoing, the Assignee will not be entitled to the
incremental amounts) and provided, further, that, any assignment of all or any
portion of any Lender's Credit Exposure to an Assignee other than an Affiliate
of such Lender or another Lender, or in the case of a Lender that is a Fund, any
Related Fund of any Lender (i) shall be an assignment of its Credit Exposure in
an amount not less than the Dollar Equivalent of $5,000,000 for the
Multicurrency Revolving Loan Facility or Canadian Revolving Facility and
$1,000,000 for the Term Facilities (treating any Fund and its Related Funds as a
single Eligible Assignee) (or if less the entire amount of Lender's Credit
Exposure with respect to such Facility, provided, that, if such Lender and its
Affiliates (or in the case of a Fund and its Related Funds) collectively hold
Credit Exposure at least equal to such minimum amounts, such Affiliates and/or
Related Funds must simultaneously assign Credit Exposure such that the aggregate
Credit Exposure assigned satisfies such minimum amount) and (ii) shall require
the prior written consent of Administrative Agent (not to be unreasonably
withheld) and, provided no Event of Default then exists and is continuing,
Company (the consent of Company not to be unreasonably withheld or delayed;
provided, however, that prior to the Syndication Date, assignments by
Administrative Agents shall not require the consent of Company), and; provided,
further, that notwithstanding the foregoing limitations, any Lender may at any
time assign all or any part of its Credit Exposure to any Affiliate of such
Lender or to any other Lender (or in the case of a Lender which is a Fund, to
any Related Fund of such Lender). Upon execution of an Assignment and Assumption
Agreement and the payment of a nonrefundable assignment fee of $3,500 (provided
that no such fee shall be payable upon assignments by any Lender which is a Fund
to one or more Related Funds) in immediately available funds to Administrative
Agent at its Payment Office in connection with each such assignment, written
notice thereof by such transferor Lender to Administrative Agent and the
recording by Administrative Agent or Canadian Administrative Agent of such
assignment and the resulting effect upon the Loans and Multicurrency Revolving
Commitment and Canadian Revolving Commitment of the assigning Lender and the
Assignee, the Assignee shall have, to the extent of such assignment, the same
rights, benefits and obligations as it would have if it were a Lender hereunder
and the holder of the Obligations (provided that Company, Canadian
Administrative Agent and Administrative Agent shall be entitled to continue to
deal solely and directly with the assignor Lender in connection with the
interests so assigned to the Assignee until written notice of such assignment,
together with payment instructions, addresses and related information with
respect to the Assignee, shall have been given to Company, Canadian
Administrative Agent and Administrative Agent by the assignor Lender and the
Assignee) and, if the Assignee has expressly assumed, for the benefit of
Borrowers, some or all of the transferor Lender's obligations hereunder, such
transferor Lender shall be relieved of its obligations hereunder to the extent
of such assignment and assumption, and except as described above, no further
consent or action by Company, the Lenders, Canadian Administrative Agent or
Administrative Agent shall be required. At the time of each assignment pursuant
to this Section 12.8(c) to a Person which is not already a Lender hereunder, the
respective Assignee shall provide to Company and Administrative Agent the
appropriate forms and certificates as provided in Section 4.7(d), if applicable.
Each Assignee shall take such Credit Exposure subject to the provisions of this
Agreement and to any request made, waiver or consent given or other action taken
hereunder, prior to the receipt by Administrative Agent and Company of written
notice of such transfer, by each previous holder of such Credit Exposure. Such
Assignment and Assumption Agreement shall be deemed to amend this Agreement and
Schedule 1.1(a) hereto, to the extent, and only to the extent, necessary to
reflect the addition of such Assignee as a Lender and the resulting adjustment
of all or a portion of the rights and obligations of such transferor Lender
under this Agreement, the Maximum Commitment, the determination of its Term Pro
Rata Share, Canadian Revolver Pro Rata Share or Multicurrency Revolver Pro Rata
Share, as the case may be (in each case, rounded to twelve decimal places), the
Loans, any outstanding Letters of Credit and any new Notes, if requested, to be
issued, at Borrowers' expense, to such Assignee, and no further consent or
action by Company or the Lenders shall be required to effect such amendments.

                  (d) Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning Company
and any Subsidiary of Company which has been delivered to such Lender by any
Borrower pursuant to this Agreement or which has been delivered to such Lender
by any Borrower in connection with such Lender's credit evaluation of such
Borrower prior to entering into this Agreement, provided that, such Transferee
or prospective Transferee agrees to treat any such information which is not
public as confidential in accordance with the terms of Section 12.18 hereof.

                  (e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time pledge or assign all or any portion of its
rights under this Agreement and the other Loan Documents (including, without
limitation, the Notes held by it, but excluding prior to any CAM Exchange, all
or any portion of its rights related to Canadian Revolving Loans, including
without limitation, the Canadian Revolving Note held by it, if any) to any
Federal Reserve Bank in accordance with Regulation A of the Federal Reserve
Board without notice to, or the consent of, any Borrower, provided that, no such
pledge or assignment of a security interest under this Section 12.8(e) shall
release a Lender from any obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto. Any Lender which is a fund may
pledge all or any portion of its Notes or Loans to its trustee in support of its
obligations to its trustee. No such pledge or assignment shall release the
transferor Lender from its obligations hereunder.

         12.9 CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.

                  (a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK, NEW YORK OR COURTS OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH CREDIT PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS. EACH CREDIT PARTY HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND
EMPOWERS CT CORPORATION SYSTEM WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH
AVENUE, NEW YORK, NEW YORK 10011 AS ITS DESIGNEE, APPOINTEE AND ADMINISTRATIVE
AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT
OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND
DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY
REASON SUCH DESIGNEE, APPOINTEE AND ADMINISTRATIVE AGENT SHALL CEASE TO BE
AVAILABLE TO ACT AS SUCH, EACH CREDIT PARTY AGREES TO DESIGNATE A NEW DESIGNEE,
APPOINTEE AND ADMINISTRATIVE AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE
PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT UNDER
THIS AGREEMENT. EACH CREDIT PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO SUCH CREDIT PARTY, AT ITS ADDRESS SET FORTH IN SECTION 12.3, SUCH
SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY LENDER
OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH CREDIT PARTY
IN ANY OTHER JURISDICTION.

                  (b) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE
(A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION,
INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT
OF ANY MATTER ARISING OUT OF OR DIRECTLY RELATING TO THIS AGREEMENT.

         12.10 Release of Collateral. The Collateral and any other collateral
security for the Obligation shall be released from any security interest or Lien
created by the Loan Documents at such time as no Commitment by any Lender
remains outstanding to any Borrower hereunder and after no Borrower shall have
any Obligations or Loans of any kind then outstanding to Administrative Agent,
Canadian Administrative Agent and the Lenders under this Agreement or any of the
Loan Documents; and Administrative Agent and the Lenders shall then deliver to
Borrowers all collateral held under the Loan Documents and related documents in
the custody or possession of Administrative Agent and, if requested by any
Borrower, shall execute and deliver to such Borrower for filing in each office
in which any financing statement relative to such collateral, or any part
thereof, shall have been filed, a termination statement under the Uniform
Commercial Code or like statute in any other jurisdiction releasing
Administrative Agent's interest therein, and such other documents and
instruments as such Borrower may reasonably request, all without recourse upon,
or warranty whatsoever by, Administrative Agent, and at the cost and expense of
the applicable Borrower.

         12.11 GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID
STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

         12.12 Severability of Provisions. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

         12.13 Transfers of Notes. In the event that the holder of any Note
(including any Lender) shall transfer such Note, it shall immediately advise
Administrative Agent and Company of such transfer, and Administrative Agent and
Company shall be entitled conclusively to assume that no transfer of any Note
has been made by any holder (including any Lender) unless and until
Administrative Agent and Company shall have received written notice to the
contrary. Except as otherwise provided in this Agreement or as otherwise
expressly agreed in writing by all of the other parties hereto, no Lender shall,
by reason of the transfer of a Note or otherwise, be relieved of any of its
obligations hereunder. Each transferee of any Note shall take such Note subject
to the provisions of this Agreement and to any request made, waiver or consent
given or other action taken hereunder, prior to the receipt by Administrative
Agent and Company of written notice of such transfer, by each previous holder of
such Note, and, except as expressly otherwise provided in such transfer,
Administrative Agent and Company shall be entitled conclusively to assume that
the transferee named in such notice shall hereafter be vested with all rights
and powers under this Agreement with respect to the Pro Rata Share of the Loans
of the Lender named as the payee of the Note which is the subject of such
transfer.

         12.14 Registry. Each Borrower hereby designates Administrative Agent to
serve as Borrowers' agent, solely for purposes of this Section 12.14 to maintain
a register (the "Register") on which it will record the Commitment from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation shall not
affect Borrowers' obligations in respect of such Loans. With respect to any
Lender, the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitment shall
not be effective until such transfer is recorded on the Register maintained by
Administrative Agent with respect to ownership of such Commitment and Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Commitments and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitment and
Loans shall be recorded by Administrative Agent on the Register only upon the
acceptance by Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with
the delivery of such an Assignment and Assumption Agreement to Administrative
Agent for acceptance and registration of assignment or transfer of all or part
of a Loan, or as soon thereafter as practicable, the assigning or transferor
Lender shall surrender the Note evidencing such Loan, and thereupon, if
requested by the assigning or transferor Lender or new Lender, one or more new
Notes in the same aggregate principal amount then owing to such assignor or
transferor Lender shall be issued to the assigning or transferor Lender and/or
the new Lender.

         12.15 Euro Currency.

                  (a) The following provisions of this Section 12.15 shall come
into effect on and from the date on which the United Kingdom becomes a
Participating Member State. Each obligation under this Agreement which has been
denominated in Sterling shall be redenominated into Euros in accordance with the
relevant EMU Legislation. However if and to the extent that the relevant EMU
Legislation provides that an amount which is denominated in Sterling can be paid
by the debtor either in Euros or in that national currency unit, each party to
this Agreement shall be entitled to pay or repay any amount denominated or owing
in Sterling hereunder either in Euros or in Sterling. Without prejudice and in
addition to any method of conversion or rounding prescribed by any relevant EMU
Legislation, (i) each reference in this Agreement to a minimum amount (or an
integral multiple thereof) in Sterling shall be replaced by a reference to such
reasonably comparable and convenient amount (or an integral multiple thereof) in
Euros as Administrative Agent may from time to time specify and (ii) except as
expressly provided in this Section 12.15, this Agreement shall be subject to
such reasonable changes of construction as Administrative Agent may from time to
time specify to be necessary or appropriate to reflect the introduction of or
changeover to Euros in the United Kingdom.

                  (b) Company, European Holdco and Subsidiary Borrowers agree,
at the request to any Lender or any Facing Agent, to compensate such Lender or
the respective Facing Agent for any loss, cost, expense or reduction in return
that such Lender or such Facing Agent shall reasonably determine shall be
incurred or sustained by such Lender or such Facing Agent as a result of the
implementation of Section 12.15(a) that would not have been incurred or
sustained by such Lender or such Facing Agent but for the transactions provided
for herein. A certificate of any such Lender or the respective Facing Agent
setting forth such Lender's or such Facing Agent's determination of the amount
or amounts necessary to compensate such Lender or such Facing Agent shall be
delivered to Administrative Agent for delivery to the applicable Borrower and
shall be conclusive absent manifest error so long as such determination is made
by such Lender or such Facing Agent on a reasonable basis. The applicable
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

         12.16 Headings. The Table of Contents and Article and Section headings
used in this Agreement are for convenience of reference only and shall not
affect the construction of this Agreement.

         12.17 Termination of Agreement. This Agreement shall terminate when the
Commitment of each Lender has terminated and all outstanding Obligations and
Loans have been paid in full and all Letters of Credit have expired or been
terminated; provided, however, that the rights and remedies of Administrative
Agent, Canadian Administrative Agent and each Lender with respect to any
representation and warranty made by any Credit Party pursuant to this Agreement
or any other Loan Document, and the indemnification and expense reimbursement
provisions contained in this Agreement and any other Loan Document, shall be
continuing and shall survive any termination of this Agreement or any other Loan
Document.

         12.18 Confidentiality. Each of the Lenders severally agrees to keep
confidential all non-public information pertaining to Company and its
Subsidiaries which is provided to it by any such parties in accordance with such
Lender's customary procedures for handling confidential information of this
nature and in a prudent fashion, and shall not disclose such information to any
Person except:

                  (a) to the extent such information is public when received by
such Lender or becomes public thereafter due to the act or omission of any party
other than a Lender,

                  (b) to an Affiliate of such Lender, counsel or auditors of
such Lender, accountants and other consultants, in connection with the Loan
Documents, retained by Administrative Agent, Canadian Administrative Agent or
any Lender,

                  (c) in connection with any litigation or the enforcement of
the rights of any Lender, Administrative Agent or Canadian Administrative Agent
under this Agreement or any other Loan Document,

                  (d) to the extent required by any applicable statute, rule or
regulation or court order (including, without limitation, by way of subpoena) or
pursuant to the request of any Governmental Authority having or asserting
jurisdiction over any Lender, Canadian Administrative Agent or Administrative
Agent; provided, however, that in such event, if the Lender(s) are able to do
so, the Lender shall provide Company with prompt notice of such requested
disclosure so that Borrowers may seek a protective order or other appropriate
remedy, and, in any event, the Lenders will endeavor in good faith to provide
only that portion of such information which, in the reasonable judgment of the
Lender(s), is relevant and legally required to be provided, or to any nationally
recognized rating agency that requires access to information about a Lender's
investment portfolio in connection with rating issued with respect to such
Lender.

                  (e) to the extent disclosure to other entities is appropriate
in connection with any proposed or actual assignment, grant of a participation
or swap agreement entered into by any of the Lenders with respect to interests
in this Agreement and/or any of the other Loan Documents to such other entities
(who will in turn be required to maintain confidentiality as if they were
Lenders parties to this Agreement). In no event shall Administrative Agent,
Canadian Administrative Agent or any Lender be obligated or required to return
any such information or other materials furnished by Borrowers.

         12.19 Concerning the Collateral and the Loan Documents.

                  (a) Authority. Each Lender authorizes and directs DB to act as
collateral agent and to enter into the Loan Documents relating to the Collateral
for the benefit of the Lenders and the other secured parties. Each Lender agrees
that any action taken by Administrative Agent, Canadian Administrative Agent or
the Required Lenders (or, where required by the express terms, hereof, a
different proportion of the Lenders) in accordance with the provisions hereof or
of the other Loan Documents, and the exercise by Administrative Agent, Canadian
Administrative Agent or the Required Lenders (or, where so required, such
different proportion) of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Lenders. Without limiting the generality of the
foregoing, Administrative Agent and Canadian Administrative Agent shall have the
sole and exclusive right and authority to (i) act as the disbursing and
collecting agent for the Lenders with respect to all payments and collections
arising in connection herewith and with the Loan Documents relating to the
Collateral; (ii) execute and deliver each Loan Document relating to the
Collateral and accept delivery of each such agreement delivered by Company or
any of its Subsidiaries, (iii) act as collateral trustee for the Lenders for
purposes stated therein to the extent such action is provided for under the Loan
Documents; (iv) manage, supervise and otherwise deal with the Collateral; (v)
take such action as is necessary or desirable to maintain the perfection and
priority of the security interests and liens created or purported to be created
by the Loan Documents, and (vi) except as may be otherwise specifically
restricted by the terms hereof or of any other Loan Document, exercise all
remedies given to Administrative Agent, Canadian Administrative Agent or the
Lenders with respect to the Collateral under the Loan Documents relating
thereto, applicable law or otherwise.

                  (b) Release of Collateral.

                           (i) Administrative Agent, Canadian Administrative
Agent and the Lenders hereby direct Administrative Agent to release, in
accordance with the terms hereof, any Lien held by Administrative Agent under
the Security Documents:

                                    (A) against all of the Collateral, upon
payment in full of the Loans and Obligations and termination hereof;

                                    (B) against any part of the Collateral sold
or disposed of by Company or any of its Subsidiaries to the extent such sale or
disposition is permitted hereby (or permitted pursuant to a waiver or consent of
a transaction otherwise prohibited hereby);

                                    (C) so long as no Event of Default or
Unmatured Event of Default has occurred and is continuing, in the sole
discretion of Administrative Agent upon the request of any Borrower, against any
part of the Collateral with a fair market value of less than $10,000,000 in the
aggregate during the term of this Agreement as such fair market value may be
certified to Administrative Agent by such Borrower in an officer's certificate
acceptable in form and substance to Administrative Agent; and

                                    (D) against a part of the Collateral which
release does not require the consent of all of the Lenders as set forth in
Section 12.1(a)(ii), if such release is consented to by the Required Lenders;

provided, however, that (y) Administrative Agent shall not be required to
execute any such document on terms which, in its opinion, would expose it to
liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty, and (z) such release shall
not in any manner discharge, affect or impair the Obligations or any Liens upon
(or obligations of Company or any of its Subsidiaries in respect of) all
interests retained by Company and/or any of its Subsidiaries, including (without
limitation) the proceeds of any sale, all of which shall continue to constitute
part of the Collateral.

                           (ii) Each of the Lenders hereby directs
Administrative Agent to execute and deliver or file such termination and partial
release statements and comparable release documents under foreign law and such
other things as are necessary to release Liens to be released pursuant to this
Section 12.19 promptly upon the effectiveness of any such release or enter into
intercreditor agreements contemplated or permitted herein.

                  (c) No Obligation. Administrative Agent shall have no
obligation whatsoever to any Lender or to any other Person to assure that the
Collateral exists or is owned by Company or any of its Subsidiaries or is cared
for, protected or insured or has been encumbered or that the Liens granted to
Administrative Agent herein or pursuant to the Loan Documents have been properly
or sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to
Administrative Agent in any of the Loan Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related
thereto, Administrative Agent may act in any manner it may deem appropriate, in
its sole discretion, given Administrative Agent's own interests in the
Collateral as one of the Lenders and that Administrative Agent shall not have
any duty or liability whatsoever to any Lender, provided that, notwithstanding
the foregoing, Administrative Agent shall be responsible for its grossly
negligent actions or actions constituting intentional misconduct.

         12.20 Effectiveness. This Agreement shall become effective on the date
(the "Effective Date") on which Borrowers and each of the Lenders shall have
signed a counterpart of this Agreement (whether the same or different
counterparts) and shall have delivered the same to Administrative Agent at the
Notice Office (or to Administrative Agent's counsel as directed by such counsel)
or, in the case of the Lenders, shall have given to Administrative Agent or
telephonic (confirmed in writing), written, telex or facsimile notice (actually
received) at such office or the office of Administrative Agent's counsel that
the same has been signed and mailed to it. Administrative Agent will give
Borrowers and each Lender prompt written notice of the occurrence of the
Effective Date.

         12.21 Intentionally Omitted.

         12.22 Restrictions on Guarantees and Pledges. Notwithstanding any
provision to the contrary in any Loan Document (except for Section 7.12(a)(iv),
Section 7.12(a)(v), and Section 7.14 of this Agreement), (A) neither Company nor
any Domestic Subsidiary of Company (individually or in combination) shall pledge
more than 65% of the stock of any Foreign Subsidiary (or more than 65% of the
total combined voting power of all classes of stock of such Foreign Subsidiary
entitled to vote); (ii) no Foreign Subsidiary of Company shall pledge the stock
of any Subsidiary; and (iii) no Foreign Subsidiary shall provide any guarantees,
in each case, to secure any obligations of any Borrower that is a United States
person within the meaning of Code Section 7701(a)(30). For purposes of this
Section 12.22, Subsidiary shall include members of the BAP Group and any
Permitted Aerospace JV.

                                  ARTICLE XIII

                           COLLECTION ACTION MECHANISM

         13.1 Implementation of CAM.

                  (a) (i) On the CAM Exchange Date, to the extent not otherwise
prohibited by a Requirement of Law or otherwise, each Multicurrency Revolving
Lender shall immediately be deemed to have acquired (and shall promptly make
payment therefor to Swing Line Lender in accordance with Section 2.1(c)(iii))
participations in the Swing Line Loans in an amount equal to such Multicurrency
Revolving Lender's Multicurrency Revolver Pro Rata Share of each Swing Line Loan
outstanding on such date and (ii) except as provided in clause (iii) below, all
Loans outstanding in any currency other than Dollars ("Loans to be Converted")
shall be converted into Dollars (calculated on the basis of the relevant
Exchange Rates as of the Business Day immediately preceding the CAM Exchange
Date) ("Converted Loans"), (iii) on each date on or after the CAM Exchange Date
on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A
Equivalent Loans ("Acceptances to be Converted") shall be converted into
Canadian Revolving Loans denominated in Dollars (calculated on the basis of the
Exchange Rate as of the Business Day immediately preceding such maturity date)
("Converted Acceptances") and (iv) on the CAM Exchange Date (with respect to
Loans described in the foregoing clause (ii)), and on the respective maturity
date (with respect to B/As and B/A Equivalent Loans described in the foregoing
clause (iii)) each Lender severally, unconditionally and irrevocably agrees that
it shall purchase or sell in U.S. Dollars a participating interest in the Loans
and Converted Acceptances in an amount equal to its CAM Percentage of (x) the
outstanding principal amount of the Loans and (y) the face amount of matured
B/As and B/A Equivalent Loans, as applicable, such that in lieu of the interest
of each Lender in each Facility in which it shall participate prior to the CAM
Exchange Date, such Lender shall hold an interest in every one of the Facilities
whether or not such Lender shall have previously participated therein, equal to
such Lender's CAM Percentage thereof on the CAM Exchange Date. All Converted
Loans and Converted Acceptances (which shall have been converted into Canadian
Revolving Loans denominated in U.S. Dollars) shall bear interest at the rate
which would otherwise be applicable to Base Rate Loans. Each Lender and each
Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees
that the CAM Exchange shall be binding upon its successors and assigns and any
person that acquires a participation in its interests in any Facility. Each
Borrower agrees from time to time to execute and deliver to Administrative Agent
all instruments and documents as Administrative Agent shall reasonably request
to evidence and confirm the respective interests of the Lenders after giving
effect to the CAM Exchange.

                  (b) If, for any reason, the Loans to be Converted or
Acceptances to be Converted, as the case may be, may not be converted into
Dollars in the manner contemplated by paragraph (a) of this Section 13.1, (i)
Administrative Agent shall determine the Dollar Equivalent of the Loans to be
Converted or Acceptances to be Converted, as the case may be (calculated on the
basis of the Exchange Rate as of the Business Day immediately preceding the date
on which such conversion would otherwise occur pursuant to paragraph (a) of this
Section 13.1) and such determination shall be utilized to determine the CAM
Percentage of each Lender and the participations to be exchanged.

                  (c) As a result of the CAM Exchange, upon and after the CAM
Exchange Date, each payment received by Administrative Agent, Canadian
Administrative Agent or Collateral Agent pursuant to any Loan Document in
respect of the Designated Obligations, and each distribution made by Collateral
Agent pursuant to any Security Document in respect of the Designated
Obligations, shall be distributed to the Lenders pro rata in accordance with
their respective CAM Percentages. Any direct payment received by a Lender upon
or after the CAM Exchange Date, including by way of setoff, in respect of a
Designated Obligation shall be paid over to Administrative Agent for
distribution to the Lenders in accordance herewith.

         13.2 Letters of Credit.

                  (a) In the event that on the CAM Exchange Date any Letter of
Credit shall be outstanding and undrawn in whole or in part, or any amount drawn
under a Letter of Credit shall not have been reimbursed either by Borrowers or
with the proceeds of a Multicurrency Revolving Loan, each Multicurrency
Revolving Lender shall promptly pay over to Administrative Agent, in immediately
available funds in the same currency as such Letter of Credit, in the case of
any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an
amount equal to such Multicurrency Revolving Lender's Multicurrency Revolver Pro
Rata Share of such undrawn face amount or (to the extent it has not already done
so) such unreimbursed drawing, as the case may be, together with interest
thereon from the CAM Exchange Date to the date on which such amount shall be
paid to Administrative Agent at the rate that would be applicable at the time to
a Base Rate Multicurrency Revolving Loan, in a principal amount equal to such
amount. Administrative Agent shall establish a separate interest bearing account
or accounts for each Lender (each, an "LC Reserve Account") for the amounts
received with respect to each such Letter of Credit pursuant to the preceding
sentence. Administrative Agent shall deposit in each Lender's LC Reserve Account
such Lender's CAM Percentage of the amounts received from the Multicurrency
Revolving Lenders as provided above. Administrative Agent shall have sole
dominion and control over each LC Reserve Account, and the amounts deposited in
each LC Reserve Account shall be held in such LC Reserve Account until withdrawn
as provided in paragraph (b), (c), (d) or (e) below. Administrative Agent shall
maintain records enabling it to determine the amounts paid over to it and
deposited in the LC Reserve Accounts in respect of each Letter of Credit and the
amounts on deposit in respect of each Letter of Credit attributable to each
Lender's CAM Percentage. The amounts held in each Lender's LC Reserve Account
shall be held as a reserve against the outstanding LC Obligations, shall be the
property of such Lender, shall not constitute Loans to or give rise to any claim
of or against any Credit Party and shall not give rise to any obligation on the
part of any Borrower to pay interest to such Lender, it being agreed that the
reimbursement obligations in respect of Letters of Credit shall arise only at
such times as drawings are made thereunder, as provided in Section 2.10.

                  (b) In the event that after the CAM Exchange Date any drawing
shall be made in respect of a Letter of Credit, Administrative Agent shall, at
the request of the respective Facing Agent, withdraw from the LC Reserve Account
of each Lender any amounts, up to the amount of such Lender's CAM Percentage of
such drawing, deposited in respect of such Letter of Credit and remaining on
deposit and deliver such amounts to such Facing Agent in satisfaction of the
reimbursement obligations of the Multicurrency Revolving Lenders under
subsection (f) of Section 2.10. In the event any Multicurrency Revolving Lender
shall default on its obligation to pay over any amount to Administrative Agent
in respect of any Letter of Credit as provided in this Section 13.2, the
respective Facing Agent shall, in the event of a drawing thereunder, have a
claim against such Multicurrency Revolving Lender to the same extent as if such
Lender had defaulted on its obligations under subsection (f) of Section 2.10,
but shall have no claim against any other Lender in respect of such defaulted
amount, notwithstanding the exchange of interests in Borrowers' reimbursement
obligations pursuant Section 13.1. Each other Lender shall have a claim against
such defaulting Multicurrency Revolving Lender for any damages sustained by it
as a result of such default, including, in the event such Letter of Credit shall
expire undrawn, its CAM Percentage of the defaulted amount.

                  (c) In the event that after the CAM Exchange Date any Letter
of Credit shall expire undrawn, Administrative Agent shall withdraw from the LC
Reserve Account of each Lender the amount remaining on deposit therein in
respect of such Letter of Credit and distribute such amount to such Lender.

                  (d) With the prior written approval of Administrative Agent
and the respective Facing Agent (not to be unreasonably withheld), any Lender
may withdraw the amount held in its LC Reserve Account in respect of the undrawn
amount of any Letter of Credit. Any Lender making such a withdrawal shall be
unconditionally obligated, in the event there shall subsequently be a drawing
under such Letter of Credit, to pay over to Administrative Agent, for the
account of such Facing Agent, on demand, its CAM Percentage of such drawing.

                  (e) Pending the withdrawal by any Lender of any amounts from
its LC Reserve Account as contemplated by the above paragraphs, Administrative
Agent will, at the direction of such Lender and subject to such rules as
Administrative Agent may prescribe for the avoidance of inconvenience, invest
such amounts in Cash and Cash Equivalents. Each Lender which has not withdrawn
its CAM Percentage of amounts in its LC Reserve Account as provided in paragraph
(d) above shall have the right, at intervals reasonably specified by
Administrative Agent, to withdraw the earnings on investments so made by
Administrative Agent with amounts in its LC Reserve Account and to retain such
earnings for its own account.

                                  ARTICLE XIV

                                COMPANY GUARANTY

         14.1 The Company Guaranty. In order to induce the Lenders to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
and indirect benefits to be received by Company from the proceeds of the Loans
and the issuance of the Letters of Credit, Company hereby agrees with the
Lenders as follows: Company hereby unconditionally and irrevocably guarantees as
primary obligor and not merely as surety the full and prompt payment when due,
whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations of each Borrower (other than Company) to the Guaranteed
Creditors. If any or all of the Guaranteed Obligations of any Borrower (other
than Company) to the Guaranteed Creditors becomes due and payable hereunder,
Company unconditionally promises to pay such Guaranteed Obligations to the
Guaranteed Creditors, or order, on demand, together with any and all reasonable
expenses which may be incurred by Administrative Agent or the Lenders in
collecting any of the Guaranteed Obligations. If claim is ever made upon any
Guaranteed Creditor for repayment or recovery of any amount or amounts received
in payment or on account of any of the Guaranteed Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including any Borrower), then and in such event Company agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon Company,
notwithstanding any revocation of this guaranty or other instrument evidencing
any liability of any Borrower, and Company shall be and remain liable to the
aforesaid payees hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by any such payee.

         14.2 Insolvency. Additionally, Company unconditionally and irrevocably
guarantees the payment of any and all of the Guaranteed Obligations of each
Borrower to the Guaranteed Creditors whether or not due or payable by such
Borrower upon the occurrence of any of the events specified in Sections 10.1(e)
or (f) with respect to such Borrower, and unconditionally promises to pay such
Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, in
lawful money of the United States or the applicable Alternative Currency, as the
case may be.

         14.3 Nature of Liability. The liability of Company hereunder is
exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations of any Borrower whether executed by Company, any other
guarantor or by any other party, and the liability of Company hereunder is not
affected or impaired by (a) any direction as to application of payment by any
Borrower or by any other party; or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the
Guaranteed Obligations of any Borrower; or (c) any payment on or reduction in
any such other guaranty or undertaking; or (d) any dissolution, termination or
increase, decrease or change in personnel by any Borrower; or (e) any payment
made to any Guaranteed Creditor on the Guaranteed Obligations which any such
Guaranteed Creditor repays to any Borrower pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding in any jurisdiction.

         14.4 Independent Obligation. The obligations of Company hereunder are
independent of the obligations of any other guarantor, any other party or any
Borrower, and a separate action or actions may be brought and prosecuted against
Company whether or not action is brought against any other guarantor, any other
party or any Borrower and whether or not any other guarantor, any other party or
any Borrower be joined in any such action or actions. Company waives, to the
full extent permitted by law, the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof. Any payment by any
Borrower or other circumstance which operates to toll any statute of limitations
as to any Borrower shall operate to toll the statute of limitations as to
Company or any guarantor.

         14.5 Authorization. Any Guaranteed Creditor may (to the fullest extent
permitted by applicable law) at any time and from time to time in accordance
with the applicable provisions of the Credit Agreement without the consent of,
or notice to, Company, without incurring responsibility to Company and without
impairing or releasing the obligations of Company under this Article XIV, upon
or without any terms or conditions and in whole or in part:

                  (a) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew, increase, accelerate or alter,
any of the Guaranteed Obligations (including any increase or decrease in the
rate of interest thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof (other than any agreement between any
Guaranteed Creditor and Company specifically modifying or amending the terms of
this Article XIV), and the guaranty herein made shall apply to the Guaranteed
Obligations as so changed, extended, renewed or altered;

                  (b) take and hold security for the payment of the Guaranteed
Obligations and sell, exchange, release, surrender, realize upon or otherwise
deal with in any manner and in any order any property by whomsoever at any time
pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;

                  (c) exercise or refrain from exercising any rights against any
Borrower or others or otherwise act or refrain from acting;

                  (d) release or substitute any one or more endorsers,
guarantors, any Borrower or other obligors;

                  (e) settle or compromise any of the Guaranteed Obligations,
any security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of any Borrower to its creditors other than the
Guaranteed Creditors;

                  (f) apply any sums by whomsoever paid or howsoever realized to
any liability or liabilities of any Borrower to the Guaranteed Creditors,
regardless of what liability or liabilities of Company or any Borrower remain
unpaid;

                  (g) consent to or waive any breach of, or any act, omission or
default under, this Agreement or any of the instruments or agreements referred
to herein; and/or

                  (h) take any other action which would, under otherwise
applicable principles of common law, give rise to a legal or equitable discharge
of Company from its liabilities under this Article XIV.

         14.6 Reliance. It is not necessary for any Guaranteed Creditor to
inquire into the capacity or powers of any Borrower or the officers, directors,
partners or agents acting or purporting to act on their behalf, and any
Guaranteed Obligations made or created in reliance upon the professed exercise
of such powers shall be guaranteed hereunder.

         14.7 Subordination. Any of the indebtedness of any Borrower (other than
Company) now or hereafter owing to Company is hereby subordinated to the
Guaranteed Obligations of any such Borrower owing to the Guaranteed Creditors;
and if Administrative Agent so requests at a time when an Event of Default shall
have occurred and is continuing, all such indebtedness relating to the
Guaranteed Obligations of Borrowers to Company shall be collected, enforced and
received by Company for the benefit of the Guaranteed Creditors and be paid over
to Administrative Agent on behalf of the Guaranteed Creditors on account of the
Guaranteed Obligations of Borrowers to the Guaranteed Creditors, but without
affecting or impairing in any manner the liability of Company under the other
provisions of this Article XIV. Without limiting the generality of the
foregoing, Company hereby agrees with the Guaranteed Creditors that it will not
exercise any right of subrogation which it may at any time otherwise have as a
result of this guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash and all Commitments terminated.

         14.8 Waiver.

                  (a) Company waives any right (to the fullest extent permitted
by applicable law) to require any Guaranteed Creditor to (i) proceed against any
Borrower, any other guarantor or any other party, (ii) proceed against or
exhaust any security held from any Borrower, any other guarantor or any other
party or (iii) pursue any other remedy in any Guaranteed Creditor's power
whatsoever. Company waives (to the fullest extent permitted by applicable law)
any defense based on or arising out of any defense of any Borrower, any other
guarantor or any other party, other than payment in full of the Guaranteed
Obligations, based on or arising out of the disability of any Borrower, any
other guarantor or any other party, or the validity, legality or
unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of any Borrower other
than payment in full of the Guaranteed Obligations. The Guaranteed Creditors
may, at their election, foreclose on any security held by Administrative Agent,
the Collateral Agent or any other Guaranteed Creditor by one or more judicial or
nonjudicial sales (to the extent such sale is permitted by applicable law), or
exercise any other right or remedy the Guaranteed Creditors may have against any
Borrower or any other party, or any security, without affecting or impairing in
any way the liability of Company hereunder except to the extent the Guaranteed
Obligations have been paid. Company waives any defense arising out of any such
election by the Guaranteed Creditors, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of Company against Borrower or any other party or any security.

                  (b) Company waives all presentments, demands for performance,
protests and notices, including without limitation notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this guaranty,
and notices of the existence, creation or incurring of new or additional
Guaranteed Obligations. Company assumes all responsibility for being and keeping
itself informed of each Borrower's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which Company assumes
and incurs hereunder, and agrees that Administrative Agent and the Lenders shall
have no duty to advise Company of information known to them regarding such
circumstances or risks.

         14.9 Nature of Liability. It is the desire and intent of Company and
the Lenders that this Article XIV shall be enforced against Company to the
fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. If, however, and to the extent
that, the obligations of Company under this Article XIV shall be adjudicated to
be invalid or unenforceable for any reason (including, without limitation,
because of any applicable state or federal law relating to fraudulent
conveyances or transfers), then the amount of the Guaranteed Obligations of
Company shall be deemed to be reduced and Company shall pay the maximum amount
of the Guaranteed Obligations which would be permissible under applicable law.


                            [signature pages follow]
<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                           BALL CORPORATION


                                           By:  /s/ Scott C. Morrison
                                                ------------------------------

                                           Name: Scott C. Morrison

                                           Title: Vice President and Treasurer



                                           BALL PACKAGING PRODUCTS CANADA CORP.


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

                                           Title: Vice President and Treasurer





<PAGE>


                                           BALL EUROPEAN HOLDINGS, SARL


                                           By: /s/ Charles E. Baker
                                               -------------------------------
                                           Name: Charles E. Baker

                                           Title: Manager



                                           BALL (LUXEMBOURG) FINANCE, SARL


                                           By: /s/ Charles E. Baker
                                               -------------------------------

                                           Name: Charles E. Baker

                                           Title: Manager









<PAGE>


                                           SCHMALBACH-LUBECA GMBH


                                           By: /s/ Dr. Ingo Scholz
                                              --------------------------------

                                           Name:    Dr. Ingo Scholz
                                                ------------------------------

                                           Title:
                                                 -----------------------------

                                           Acting as representative
                                           without power of attorney
                                           without assuming any
                                           liability in the event
                                           Schmalbach-Lubeca GmbH
                                           should not approve the
                                           declarations made by it as
                                           representative without
                                           power of attorney on behalf
                                           of Schmalbach-Lubeca GmbH.








<PAGE>



                                           CONTINENTAL CAN COMPANY, LTD.



                                           By: /s/ Jan Driessens
                                              --------------------------------

                                           Name: Jan Driessens
                                                ------------------------------
                                           Title: Director
                                                 -----------------------------


                                           By: /s/ T P Voce
                                              --------------------------------

                                           Name: Terry P. Voce
                                                ------------------------------

                                           Title: Director
                                                 -----------------------------






<PAGE>


                                           DEUTSCHE BANK AG, NEW YORK BRANCH,
                                           in its individual capacity and as
                                           Administrative Agent


                                           By:/s/ Mary Kay Coyle
                                              ---------------------------------

                                           Name: Mary Kay Coyle
                                                -------------------------------

                                           Title: Managing Director
                                                 ------------------------------

                                           By: /s/ Alexander Bici
                                              ---------------------------------

                                           Name: Alexander Bici
                                                -------------------------------

                                           Title: Vice President
                                                 ------------------------------






<PAGE>


                                           DEUTSCHE BANK AG, CANADA BRANCH


                                           By: /s/ Karyn Curran
                                               --------------------------------

                                           Name: Karyn Curran
                                                -------------------------------

                                           Title: Credit Product Manager
                                                 ------------------------------



                                           By: /s/ Marla Gorzen
                                              ---------------------------------

                                           Name: Marla Gorzen
                                                 ------------------------------

                                           Title: Vice President
                                                 ------------------------------









<PAGE>


                                           THE BANK OF NOVA SCOTIA,
                                           in its individual capacity and as
                                           Canadian Administrative Agent


                                           By: /s/ Phil Armstrong
                                              --------------------------------

                                           Name: Phil Armstrong
                                                ------------------------------

                                           Title: Vice President
                                                 -----------------------------









<PAGE>


                                           Lender: LEHMAN COMMERCIAL PAPER INC.

                                           By: /s/ G. Andrew Keith
                                              ---------------------------------

                                           Name: G. Andrew Keith
                                                -------------------------------

                                           Title: Authorized Signatory
                                                 ------------------------------








<PAGE>


                                           Lender: BANK ONE, N.A.

                                           By: /s/ Kandis A. Jaffrey
                                              ---------------------------------

                                           Name: Kandis A. Jaffrey

                                           Title: Director








<PAGE>


                                           Lender: Bank of America, N.A.

                                           By: /s/ Brian D. Corum
                                              --------------------------------

                                           Name: Brian D. Corum

                                           Title: Managing Director








<PAGE>


                                           Lender:

                                           Bank of America, National Association
                                           Canada Branch

                                           By: /s/ Medina Sales de Andrade
                                              ----------------------------------

                                           Name: Medina Sales de Andrade
                                                --------------------------------

                                           Title: Assistant Vice-President
                                                 -------------------------------










<PAGE>


                                           Lender: Bank of America N.A.
                                                (Loan Trading)

                                           By: /s/ Alison Jenkins
                                              ---------------------------------

                                           Name: Alison Jenkins

                                           Title: Principal, Syndicated Finance








<PAGE>


                                           Lender: KEYBANK NATIONAL ASSOCIATION

                                           By: /s/ Michael J. Vegh
                                              ---------------------------------

                                           Name: Michael J. Vegh

                                           Title: Portfolio Manager









<PAGE>


                                           Lender: WELLS FARGO BANK,
                                           NATIONAL ASSOCIATION

                                           By: /s/ Randall Schmidt
                                              ---------------------------------

                                           Name: Randall Schmidt
                                                -------------------------------

                                           Title: Vice President
                                                 ------------------------------








<PAGE>


                                           Lender: PB Capital Corporation,
                                           as a Lender

                                           By: /s/ Andrew L. Shipman
                                              --------------------------------

                                           Name: Andrew L. Shipman

                                           Title: Assistant Vice President


                                           By: /s/ Tyler J. McCarthy
                                              --------------------------------

                                           Name: Tyler J. McCarthy

                                           Title: Assistant Vice President









<PAGE>


                                         Lender: THE BANK OF NEW YORK

                                         By: /s/ Robert Besser
                                            ---------------------------------

                                         Name: Robert Besser

                                         Title: Vice President



<PAGE>


                                         Lender: NATEXIS BANQUES POPULAIRES

                                         By: /s/ Frank H. Madden, Jr.
                                             --------------------------------

                                         Name: Frank H. Madden, Jr.
                                              -------------------------------
                                         Title: Vice President and Group Manager
                                               ------------------------------

                                         By: /s/ Joseph A. Miller

                                         Name: Joseph A. Miller

                                         Title: Associate











<PAGE>


                           Lender: Sumitomo Mitsui Banking Corporation

                           By: /s/ Suresh Tata
                              ----------------------------------------

                           Name: Suresh Tata
                                --------------------------------------

                           Title: Senior Vice President
                                 -------------------------------------








<PAGE>


                           Lender:      First Commercial Bank (New York Agency)

                           By: /s/ Bruce M.J. Ju
                              -------------------------------------------------

                           Name: Bruce M.J. Ju
                                -----------------------------------------------

                           Title: VP & GM
                                 ----------------------------------------------









<PAGE>


                           LENDER: BNP Paribas
                                   -------------------------------

                           By: /s/ Sean T. Conlon
                              ------------------------------------

                           Name: Sean T. Conlon
                                ----------------------------------

                           Title: Managing Director
                                 ---------------------------------


                           By: /s/ Tjalling Terpstra
                              ------------------------------------

                           Name: Tjalling Terpstra
                                 ---------------------------------

                           Title: Director
                                  --------------------------------










<PAGE>


                             Lender: Bank Leumi USA

                             By: /s/ Joung Hee Hong
                                ----------------------------------

                             Name: Joung Hee Hong
                                  --------------------------------

                             Title: Vice President










<PAGE>


                                    Lender:     The Northern Trust Company
                                                -------------------------------

                                    By: /s/ Edmund H. Lester
                                       ----------------------------------------

                                    Name: Edmund H. Lester
                                         --------------------------------------

                                    Title: Vice President
                                          -------------------------------------







<PAGE>


                                             CoBank, ACB

                                             By: /s/ S. Richard Dill
                                                -------------------------

                                             Name: S. Richard Dill
                                             Title: Vice President
                                             Phone: 303-740-4197
                                             Fax: 303-224-2747 (Zeta)
                                             e-mail rdill@cobank.com










<PAGE>


                                  Lender: Banca Monte dei Paschi di Siena S p A
                                          Frankfurt am Main Branch

                                  By: /s/ Don Gennaro Miccoli
                                     ------------------------------------------

                                  Name: Don Gennaro Miccoli
                                       ----------------------------------------

                                  Title: Manager of the Branch
                                        ---------------------------------------


                                  By: /s/ Berthold Biehler
                                     ------------------------------------------

                                  Name: Berthold Biehler
                                       ----------------------------------------

                                  Title: Head of Credit Department
                                        ---------------------------------------







<PAGE>


                                    Lender:  IKB Capital Corporation
                                             ---------------------------------

                                    By:   /s/ David Snyder
                                          ------------------------------------

                                    Name:  David Snyder
                                          ------------------------------------

                                    Title: President
                                          ------------------------------------









<PAGE>


                                         Lender: SunTrust Bank
                                                 -------------------

                                         By: /s/ Molly J. Drennan
                                            ------------------------

                                         Name: Molly J. Drennan

                                         Title: Director












<PAGE>


                           Lender:     ERSTE BANK

                           By: /s/ Brandon A. Meyerson
                              ----------------------------------------------

                           Name: Brandon A. Meyerson
                                --------------------------------------------

                           Title: Vice President, Erste Bank New York Branch
                                 -------------------------------------------


                           By: /s/ Robert Suehnholz
                               ---------------------------------------------

                           Name: Robert Suehnholz
                                 -------------------------------------------

                           Title:  First Vice President
                                  ------------------------------------------








<PAGE>


                                   THE GOVERNOR & COMPANY OF THE BANK OF IRELAND

                                   By: /s/ John S. Holt
                                      ------------------------------------------

                                   Name: John S. Holt

                                   Title: Authorized Signatory


                                   By: /s/ David Walsh
                                       -----------------------------------------

                                   Name: David Walsh

                                   Title: Authorized Signatory








<PAGE>


                                    Lender: Dresdner Bank AG, New York And
                                    Grand Cayman Branches

                                    By: /s/ D Carlson
                                       -----------------------------------

                                    Name: Deborah Carlson
                                         ---------------------------------

                                    Title: Director
                                          --------------------------------


                                    By: /s/ Stephen Kovach
                                       -----------------------------------

                                    Name: Stephen Kovach
                                         ---------------------------------

                                    Title: Vice President
                                          --------------------------------









<PAGE>


                                         Lender:

                                         The Bank of Tokyo-Mitsubishi, Ltd.
                                         Chicago Branch

                                         By: /s/ Shinichiro Munechika
                                            --------------------------------

                                         Name: Shinichiro Munechika
                                              ------------------------------

                                         Title: Deputy General Manager
                                               -----------------------------










<PAGE>


                                    Lender:     U.S. Bank National Association

                                    By: /s/ Thomas McCarthy
                                       ----------------------------------------

                                    Name: Thomas McCarthy

                                    Title: Vice President








<PAGE>


                                         Lender: Scotiabank Europe plc
                                                 ------------------------------

                                         By: /s/ J.A. Freker
                                            -----------------------------------

                                         Name: J.A. Freker
                                              ---------------------------------

                                         Title: Director
                                               --------------------------------







<PAGE>


                                         Lender: RABOBANK NEDERLAND
                                         CANADIAN BRANCH

                                         By: /s/ Peter Greenberg
                                            -----------------------------------

                                         Name: Peter Greenberg
                                              ---------------------------------

                                         Title: Corporate Banking Head
                                               --------------------------------


                                         By: /s/ Gabriella Evinich
                                            -----------------------------------

                                         Name: Gabriella Evinich
                                              ---------------------------------

                                         Title: Vice President
                                               --------------------------------








<PAGE>


                  Lender: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
                  "RABOBANK INTERNATIONAL", NEW YORK BRANCH

                  By: /s/ Robert M. Mandula
                     ---------------------------------------------------------

                  Name: Robert M. Mandula
                       -------------------------------------------------------

                  Title: Executive Director
                        ------------------------------------------------------


                  By: /s/ Edward J. Peyser
                     ---------------------------------------------------------

                  Name: Edward J. Peyser
                       -------------------------------------------------------

                  Title: Managing Director
                        ------------------------------------------------------








<PAGE>


                                    Lender: Credit Lyonnais New York Branch

                                    By: /s/ Rod Hurst
                                       ------------------------------------

                                    Name: Rod Hurst

                                    Title: Vice President












</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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