COLLINS & AIKMAN CORP, S-3, 1995-09-14

COLLINS & AIKMAN CORP
S-3, 1995-09-14
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT

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<PAGE>
As Filed with the Securities and Exchange Commission on September 14, 1995
Registration No.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COLLINS & AIKMAN PRODUCTS CO.
(Exact name of registrant as specified in its charter)

Delaware 38-1954600
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

and its Guarantor Parent
Collins & Aikman Corporation
(Exact name of registrant as specified in its charter)

Delaware 13-3489233
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

701 McCullough Drive
Charlotte, North Carolina 28262
(704) 547-8500

Elizabeth R. Philipp, Esq.
Executive Vice President, General Counsel and Secretary
Collins & Aikman Corporation
210 Madison Avenue, 6th Fl.
New York, New York 10016
(212) 578-1336
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Robert Rosenman, Esq. Robert A. Profusek, Esq.
Cravath, Swaine & Moore Jones, Day, Reavis & Pogue
825 Eighth Avenue 599 Lexington Avenue
New York, New York 10019 New York, New York 10022

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. ( X )

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. ( )

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ( )

CALCULATION OF REGISTRATION FEE

Title of Each Aggregate Amount to Proposed Proposed Maximum Aggregate Amount of Registration
Class of be Registered Maximum Offering Price Fee
Securities to be Aggregate
Registered Offerinq Price
Per Unit
<S> <C> <C> <C> <C>
Debt Securities $400,000,000 N/A $400,000,000 (2) $137,931 (3)

Guarantee of the (1) N/A N/A N/A (4)
Debt Securities

</TABLE>

(1) The Debt Securities being registered will be irrevocably and
unconditionally guaranteed on an unsecured senior basis or an unsecured
subordinated basis, as applicable, by Collins & Aikman Corporation. Collins
& Aikman Products Co. is a wholly owned subsidiary of Collins & Aikman
Corporation.

(2) In no event will the aggregate initial offering price of the Debt
Securities issued under this Registration Statement exceed $400,000,000, or
the equivalent thereof in one or more foreign or composite currencies.

(3) Calculated pursuant to Rule 457(o) under the Securities Act of 1933.

(4) No additional registration fee is payable in respect of the registration
of the Guarantees.

The registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

(red herring language appears on left side of page rotated 90 degrees)

Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such state.

<PAGE>

Subject to Completion, Dated September 14, 1995

PROSPECTUS
COLLINS & AIKMAN PRODUCTS CO.
Debt Securities
Unconditionally Guaranteed by Collins & Aikman Corporation

Collins & Aikman Products Co. (the "Company") may offer from time to
time, together or separately, unsecured notes, debentures or other evidences
of indebtedness ("Debt Securities"), which may be either senior (the "Senior
Securities" ) or subordinated (the "Subordinated Securities" ) in priority of
payment, having an aggregate initial public offering price not to exceed
$400,000,000 (including the U.S. dollar equivalent of securities for which
the initial public offering price is denominated in one or more foreign
currencies or composite currencies). The Debt Securities may be offered in
one or more series, in amounts, at prices and on terms determined at the time
of sale and set forth in a supplement to this Prospectus (a "Prospectus
Supplement").

The Senior Securities will rank equally with all other unsubordinated
and unsecured indebtedness of the Company. The Subordinated Securities will
be unsecured and subordinated as described under "Subordinated Securities"
and the Senior Securities and the Subordinated Securities will be effectively
subordinated to all obligations of the subsidiaries of the Company.

The Debt Securities will be irrevocably and unconditionally guaranteed
(the "Guarantee") on an unsecured senior basis, in the event Senior
Securities are issued, or on an unsecured subordinated basis, in the event
Subordinated Securities are issued, by Collins & Aikman Corporation ("C&A
Co."). The Company is a wholly owned subsidiary of C&A Co. None of the
subsidiaries of the Company will guarantee the Debt Securities. C&A Co. is
a holding company that derives all its operating income and cash flow from
its subsidiary, the Company, the common stock of which constitutes C&A Co.'s
only material asset.

The specific terms of the Debt Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement, including, where applicable, whether they are Senior Securities
or Subordinated Securities, the specific designation, aggregate principal
amount, currency, denomination, maturity (which may be fixed or extendible),
priority, interest rate or rates (or manner of calculation thereof), if any,
time of payment of interest, if any, terms for any redemption, terms for any
repayment at the option of the holder, terms for any sinking fund payments,
the initial public offering price, special provisions relating to Debt
Securities in bearer form, provisions regarding original issue discount
securities, additional covenants including event risk provisions, and any
other specific terms of such Debt Securities.

The Prospectus Supplement will also contain information, where
applicable and material, about certain United States Federal income tax
considerations relating to, and any listing on a securities exchange of, the
Debt Securities covered by the Prospectus Supplement.

For a discussion of risks associated with the Debt Securities, see "Risk
Factors" at page 5.

The Debt Securities may be offered directly, through underwriters,
dealers or agents as designated from time to time, or through a combination
of such methods. See "Plan of Distribution". If any agents of the Company
or any dealers or underwriters are involved in the offering of the Debt
Securities in respect of which this Prospectus is being delivered, the names
of such agents, dealers or underwriters and any applicable commissions or

1
<PAGE>

discounts will be set forth in the Prospectus Supplement. The net proceeds
to the Company from such sale will also be set forth in the Prospectus
Supplement. The Company may also issue contracts under which the
counterparty may be required to purchase Debt Securities. Such contracts
would be issued with the Debt Securities in amounts, at prices and on terms
to be set forth in the applicable Prospectus Supplement.

This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is , 1995

<PAGE>

AVAILABLE INFORMATION

C&A Co. is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by C&A Co. with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional offices located at Seven World Trade Center, 13th Floor, New York,
New York 10048 and Citicorp Center, 500 West Madison Street (Suite 1400),
Chicago, Illinois 60661. Copies of such material may be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. Such reports, proxy statements and other information may
also be inspected at the offices of the New York Stock Exchange, Inc.
("NYSE"), 20 Broad Street, New York, New York, on which C&A Co.'s Common
Stock, par value $.01 per share (the "Common Stock"), is listed. The Company
is not currently subject to the periodic reporting and other informational
requirements of the Exchange Act.

This Prospectus constitutes part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company and C&A Co. with the
Commission under the Securities Act of 1933 (the "Securities Act"). This
Prospectus omits certain of the information contained in the Registration
Statement in accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and related exhibits
for further information with respect to the Company and the Debt Securities.
Statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety
by such reference.

INFORMATION INCORPORATED BY REFERENCE

The Company incorporates herein by reference the following documents
filed by C&A Co. with the Commission (File No. 1-10218) pursuant to the
Exchange Act:

(a) C&A Co.'s Annual Report on Form 10-K for the fiscal year ended
January 28, 1995;
(b) C&A Co.'s Quarterly Report on Form 10-Q for the quarter ended
April 29, 1995; and
(c) C&A Co.'s Quarterly Report on Form 10-Q for the quarter ended
July 29, 1995.

All documents and reports subsequently filed by C&A Co. pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Debt
Securities hereunder shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or

<PAGE>

superseded for purposes of this Prospectus or any Prospectus Supplement to
the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or any Prospectus Supplement.

The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus and the accompanying Prospectus
Supplement are delivered, upon the written or oral request of such person, a
copy of any or all the documents incorporated herein by reference other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference in such documents, and any other documents specifically
identified herein as incorporated by reference into the Registration
Statement to which this Prospectus relates or into such other documents.
Requests should be directed to: Collins & Aikman Products Co., 701 McCullough
Drive, P.O. Box 32665, Charlotte, NC 28232-2665 (telephone: (704) 548-2370),
Attention: Director - Investor Relations.

<PAGE>

RISK FACTORS

In addition to the other information contained in this Prospectus, the
following risk factors should be carefully considered in evaluating an
investment in the Debt Securities.

Cyclicality of Industries

The Company's business segments are highly cyclical. Downturns in North
American automotive production, consumer spending, commercial and residential
construction and renovation could have a material adverse effect on the
Company.

Dependence on Significant Automotive Customers and Car Models

The Company's sales are dependent on certain significant customers.
Sales to General Motors Corporation, Ford Motor Company and Chrysler
Corporation accounted for approximately 18.3%, 12.1% and 10.3%, respectively,
of the Company's 1994 net sales. In addition, certain of the Company's
customers are unionized and have in the past experienced labor disruptions.
The loss of one or more significant customers or a prolonged disruption in
their production could have a material adverse effect on the Company.

The Company principally competes for new business in its Automotive
Products segment at the design stage of new models and upon the redesign of
existing models. There can be no assurance that the Company will continue to
be able to obtain such new business or to improve or maintain its gross
margins on such new business. In addition, the Company may not be able to
pass on raw material price increases to its customers due to pricing pressure
from its customers. A decrease in demand for the models that generate the
most sales for the Company, the failure of the Company to obtain purchase
orders for new or redesigned models and pricing pressure from the major
automotive companies could have a material adverse effect on the Company.

Vulnerability to Changes in Consumer Tastes

Consumer tastes in automotive seat fabrics, interior furnishings and
wallcoverings change over time. A shift in consumer preferences away from
the products that the Company produces or has the capability to produce could
have a material adverse effect on the Company.

Competition

The industries in which the Company operates are highly competitive.
There can be no assurance that the Company's products will compete
successfully with those of its competitors. Several competitors are larger
and have greater financial and other resources available to them. There can
be no assurance that the Company will be able to maintain its operating
margins if the competitive environment changes.

Substantial Leverage

The substantial indebtedness of the Company and its subsidiaries could
have important consequences to holders of Debt Securities, including the
following: (i) the ability of the Company and its subsidiaries to obtain
additional financing in the future to refinance maturing debt or for working
capital, capital expenditures, acquisitions and other general corporate
purposes could be impaired; (ii) a substantial portion of the cash flow from

<PAGE>

operations of the Company and its subsidiaries must be dedicated to the
payment of the principal of and interest on existing indebtedness, which will
have the effect of decreasing the amount available for working capital,
capital expenditures, acquisitions or other general corporate purposes;
(iii) the Company and its subsidiaries could be more highly leveraged than
certain of their competitors, which may place the Company and its
subsidiaries at a competitive disadvantage; (iv) a significant portion of the
borrowings of the Company and its subsidiaries are at variable rates of
interest, and consequently the Company and its subsidiaries will be
vulnerable to increases in interest rates; and (v) the high degree of
leverage of the Company and its subsidiaries may make the Company more
vulnerable to economic downturns. At July 29, 1995 the Company had an
aggregate of approximately $583.7 million of indebtedness outstanding
(excluding approximately $117.0 million in off-balance sheet financing under
a receivables facility and approximately $27.2 million of outstanding letters
of credit) and unused borrowing availability of approximately $37.8 million
under a revolving credit facility and $10.0 million under a working capital
facility for a Canadian subsidiary. Issuance of additional debt would
increase this degree of leverage and, therefore, could exacerbate the
consequences described above.

Security Interests

The capital stock of the Company's principal subsidiaries and certain
real estate of the Company and its subsidiaries are subject to various
security interests and liens securing certain indebtedness of the Company and
its subsidiaries. In addition, substantially all the receivables of the
Company and its subsidiaries have been transferred to a trust in connection
with a receivables financing. See "Existing Credit Facilities".

Limitations Imposed by Existing Credit Facilities

The Company's existing credit facilities contain a number of restrictive
covenants which, among other things, limit the ability of the Company and its
subsidiaries to make capital expenditures, to incur other indebtedness, to
create liens and to make certain restricted payments, and which require the
Company to maintain certain specified financial ratios, some of which become
more restrictive over time. A failure by the Company to satisfy such
financial ratios or to comply with the restrictions contained in its credit
facilities could result in a default thereunder, which in turn could result
in such indebtedness being declared immediately due and payable. If the
Company were unable to repay such indebtedness, the lenders under the
Company's credit facilities could proceed against their collateral, which
includes 100% of the common stock of the Company and of its principal
subsidiaries. See "Existing Credit Facilities".

Historical Losses

The Company has experienced net losses in each of the last five fiscal
years and as of July 29, 1995 had an accumulated deficit of $932.2 million.
Even though the Company is operating with lower interest charges and has been
profitable since its initial public offering and recapitalization in July
1994 (the "Recapitalization"), there can be no assurance as to whether the
Company's operations will remain profitable.

<PAGE>

Collective Bargaining Agreements

The Company is a party to collective bargaining agreements with respect
to hourly employees at seven of its 51 U.S. facilities, its five Canadian
facilities and its three Mexican facilities. Of the Company's 12,000
employees, approximately 2,300 employees, all of whom are employed in the
Company's Automotive Products and Wallcoverings segments, are covered by such
agreements. The Company has not experienced any significant labor
disruptions during the past five years. Although management believes that
its relationship with the employees covered by collective bargaining
agreements is good, there can be no assurance that the Company will be able
to negotiate new agreements on favorable terms.

Environmental Matters and Other Contingencies

The Company is subject to stringent Federal, state, local and foreign
laws and regulations concerning the environment. Changes in environmental
laws and regulations may require the Company to make substantial capital
expenditures and to incur substantial expenses with respect to its ongoing
and divested operations and properties. In addition, the Company has
received notices that it is a potentially responsible party ("PRP") in a
number of proceedings for cleanup of hazardous substances at various sites.
The Company may be named as a PRP at other sites in the future. It is
difficult to estimate the total cost of investigation and remediation due to
various factors including incomplete information regarding particular sites
and other PRPs, uncertainty regarding the extent of environmental problems
and the Company's share, if any, of liability for such problems, the
selection of alternative compliance approaches, the complexity of the
environmental laws and regulations and changes in cleanup standards and
techniques. When it has been possible to provide reasonable estimates of the
Company's liability with respect to environmental sites, provisions have been
made in accordance with generally accepted accounting principles. However,
there can be no assurance that the Company has identified or properly
assessed all potential environmental liabilities arising from the activities
or properties of the Company, its present and former subsidiaries and their
corporate predecessors.

The Company has significant financial and legal obligations with respect
to certain divested and acquired businesses. In connection with the sale and
acquisition of certain businesses, the Company has agreed to indemnify the
purchasers and sellers for certain environmental liabilities, lease
obligations and other matters. In addition, the Company is contingently
liable with respect to certain lease and other obligations assumed by certain
purchasers and may be required to honor such obligations if such purchasers
are unable or unwilling to do so.

Absence of Public Market for the Debt Securities

The Debt Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Debt Securities are
sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the secondary market for any Debt Securities.

Potential Applicability of Fraudulent Transfer Laws

<PAGE>

Management believes that each of the Company and C&A Co., after the
issuance of the Debt Securities, will be solvent, will have sufficient
capital for carrying on its respective businesses and will be able to pay its
debts as they become due. Notwithstanding management's belief, if a court of
competent jurisdiction in a suit by an unpaid creditor or a representative of
creditors (such as a trustee in bankruptcy or a debtor in possession) were to
find that either the Company or C&A Co. did not receive fair consideration or
reasonably equivalent value for issuing the Debt Securities or the Guarantee,
respectively, and, at the time of the incurrence of indebtedness represented
by the Debt Securities or the Guarantee, the Company or C&A Co. was
insolvent, was rendered insolvent by reason of such incurrence, was engaged
in a business or transaction for which its remaining assets constituted
unreasonably small capital, intended to incur, or believed that it would
incur, debts beyond its ability to pay as such debts matured, or intended to
hinder, delay or defraud its creditors, such court could avoid such
indebtedness or, quite apart from the express subordination of such
indebtedness of the Company or C&A Co., as applicable, such court could
subordinate such indebtedness to other existing and future indebtedness of
the Company or C&A Co., as applicable. The measure of insolvency for
purposes of the foregoing will vary depending upon the law of the relevant
jurisdiction. Generally, however, a company would be considered insolvent
for purposes of the foregoing if the sum of the company's debts is greater
than all the company's property at a fair valuation, or if the present fair
saleable value of the company's assets is less than the amount that will be
required to pay its probable liability on its existing debts as they become
absolute and matured.

THE COMPANY

The Company is a leader in each of its three business segments:
Automotive Products, which supplies interior trim products to the North
American automotive industry; Interior Furnishings, which manufactures
residential upholstery and commercial floor coverings for sale in the United
States and for export; and Wallcoverings, which produces residential and
commercial wallpaper for sale in the United States. C&A Co. is a holding
company whose only material asset is the common stock of the Company. The
Company's and C&A Co.'s principal executive offices are located at 701
McCullough Drive, Charlotte, North Carolina 28262 and the telephone number at
that location is (704) 547-8500.

As used in this Prospectus, the term the "Company" refers to Collins &
Aikman Products Co. and its subsidiaries, unless the context otherwise
indicates.
RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for C&A Co. is set forth below
for the periods indicated. For periods in which earnings before fixed
charges were insufficient to cover charges, the amount of coverage deficiency
(in millions), instead of the ratio is disclosed.

<TABLE>
<CAPTION>
Six Months
Fiscal Year Ending January Ended
1991 1992 1993 1994 1995 July 29, 1995

(Dollar amounts in millions)
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges (or amounts
by which earnings were
inadequate to cover
fixed charges) ($97.2) ($96.6) ($81.6) ($188.4) 1.9X 2.5X

</TABLE>

<PAGE>

For purposes of determining the ratio of earnings to fixed charges,
earnings are defined as income (loss) from continuing operations before
income taxes, plus fixed charges relating to continuing operations. Fixed
charges consist of interest expense on all indebtedness (including
amortization of deferred debt issuance costs), loss on sale of receivables,
preferred stock dividends of subsidiaries and the portion of operating lease
rental expense that is representative of the interest factor. Earnings were
inadequate to cover fixed charges for the fiscal years ending January 1991
through 1994.

Prior to the Recapitalization, fixed charges were higher due to larger
average outstanding amounts and higher average interest rates under C&A Co.'s
various debt facilities. Additionally, earnings from continuing operations
for the fiscal years prior to the Recapitalization were negatively impacted
by various charges related to restructuring, compensation and goodwill.

The Recapitalization was effected on July 13, 1994. Accordingly, the
ratio for the fiscal year ending January 1995 reflects the benefits of the
Recapitalization for a part of the year, and the ratio for the subsequent six
month period reflects the benefits of the Recapitalization for the full
period presented.

USE OF PROCEEDS

Except as may otherwise be set forth in the Prospectus Supplement, the
net proceeds from the sale of the Debt Securities will be used for general
corporate purposes, including working capital, capital expenditures and
acquisitions.

EXISTING CREDIT FACILITIES

The Credit Agreement Facilities

C&A Co. and the Company are parties to a credit agreement dated as of
June 22, 1994, as amended (the "Credit Agreement"), with Chemical Bank
("Chemical") and the lenders named therein providing for (i) an eight-year
senior secured term loan facility in an aggregate principal amount of $475
million (the "Term Loan Facility"), which was drawn in full on July 13, 1994
to prepay other indebtedness in connection with the Recapitalization, and
(ii) a seven-year senior secured revolving credit facility (the "Revolving
Facility", and together with the Term Loan Facility, the "Credit Agreement
Facilities") in an aggregate principal amount of up to $150 million. At July
29, 1995, the Company had unused borrowing availability of approximately
$37.8 million under the Revolving Facility.

The Company is the borrower under the Credit Agreement Facilities,
although a portion of the Term Loan Facility has been borrowed by a Canadian
subsidiary of the Company. Loans outstanding under the Credit Agreement
Facilities bear interest, due quarterly, at a per annum rate equal to the
Company's choice of (i) Chemical's Alternate Base Rate (which is the highest
of Chemical's announced prime rate, the Federal Funds Rate plus 1/2% and
Chemical's base certificate of deposit rate plus 1%) plus a margin ranging
from 0% to 3/4 of 1% or (ii) the offered rates for Eurodollar deposits for
one, two, three, six, nine or twelve months (as selected by the Company) plus
a margin ranging from 1% to 1-3/4%. Pursuant to the terms of the Credit
Agreement, at July 29, 1995, the Alternate Base Rate margin was 1/2 of 1% and
the Eurodollar margin was 1-1/2%. Such margins will increase by 1/4% over

<PAGE>

the margins then in effect on July 13, 1999.

Loans under the Term Loan Facility amortize in annual amounts equal
to (i) $13.2 million in 1995, (ii) $36.9 million in 1996, (iii) $58.1
million in 1997, (iv) $73.9 million in 1998, (v) $81.8 million in
1999, (vi) $84.4 million in each of 2000 and 2001 and (vii) the
remainder in 2002. The Revolving Facility will mature on July 13,
2001. In addition, the Credit Agreement provides for mandatory
prepayments of the Credit Agreement Facilities with certain excess
cash flow of the Company, net cash proceeds of certain asset sales or
other dispositions by the Company and its subsidiaries, net cash
proceeds of sale/leaseback transactions and net cash proceeds of certain
issuances of debt obligations (which are not expected to include Debt
Securities). Mandatory prepayments will be applied pro rata across
remaining scheduled maturities. Loans under the Credit Agreement
Facilities are voluntarily prepayable by the Company at any time without
penalty. Voluntary prepayments will be applied against the most
current scheduled maturities.

The Credit Agreement Facilities are guaranteed by C&A Co. and each
existing and subsequently acquired or organized United States subsidiary of
C&A Co., subject to certain exceptions (the "Credit Agreement Guarantees").
The Credit Agreement Facilities and the Credit Agreement Guarantees are
secured by a first priority pledge of all the capital stock of the Company
and each subsidiary (other than certain unrestricted subsidiaries) of the
Company (or, in the case of any foreign subsidiary, 65% of the capital stock
of such subsidiary), subject to certain exceptions, and certain intercompany
indebtedness.

The Credit Agreement contains various restrictive covenants, including
limitations on indebtedness of C&A Co. and its subsidiaries (including the
Company); limitations on dividends and on redemptions and repurchases of
capital stock; limitations on prepayments, redemptions and repurchases of
debt; limitations on liens and sale/leaseback transactions; limitations on
loans and investments; limitations on capital expenditures; a prohibition on
C&A Co.'s direct ownership of any subsidiary other than the Company or
certain unrestricted subsidiaries; limitations on mergers, acquisitions and
asset sales; limitations on transactions with affiliates and stockholders;
limitations on fundamental changes in business conducted; and limitations on
the amendment of debt and other material agreements and licenses. In
addition to the foregoing, the Credit Agreement contains financial covenants
applicable to C&A Co. and its subsidiaries (including the Company) on a
consolidated basis. Under these covenants C&A Co. and its subsidiaries are
required: to maintain, for each period of four consecutive fiscal quarters,
a ratio of EBITDA to cash interest expense of 3.25 to 1.00 through January
31, 1996 (which ratio increases annually on each February 1 thereafter, to
4.75 to 1.00 on and after February 1, 1998); to maintain a ratio of funded
debt to EBITDA for the preceding twelve consecutive months of not more than
3.25 to 1.00 until January 31, 1996 (which ratio decreases annually on each
February 1 thereafter, to 2.25 to 1.00 on and after February 1, 1999); to
have a minimum EBITDA of $175 million in each fiscal year; and to maintain a
ratio of current assets to current liabilities at the end of each fiscal
quarter of at least 1.25 to 1.00.

The Credit Agreement also contains various events of default (with
customary qualifications and exceptions), including nonpayment of principal

<PAGE>

or interest; violation of covenants; material breaches of representations and
warranties; cross default and cross acceleration; bankruptcy; material
undischarged judgments; certain ERISA events; invalidity of security
documents; invalidity of subordination provisions; and Change in Control.
"Change in Control" is defined in the Credit Agreement as (a) a majority of
the board of directors of C&A Co. ceases to be comprised of Continuing
Directors (defined as any director of C&A Co. who either (x) was a member of
the board of directors on July 13, 1994 or (y) after such date became a
member of the board of directors and whose election was approved by vote of
a majority of the Continuing Directors then on the board of directors of C&A
Co., (b) a person or group (other than the Company's current principal
stockholders, Wasserstein Perella Partners, L.P. ("WP Partners"), Blackstone
Capital Partners L.P. ("Blackstone Partners"), and additional designated
persons) beneficially owns, directly or indirectly, shares representing more
than 25% of the aggregate ordinary voting power represented by the
outstanding capital stock of C&A Co. at any time that WP Partners, Blackstone
Partners and additional designated persons do not beneficially own, free and
clear of liens and claims, shares representing at least 50% of the aggregate
ordinary voting power represented by the outstanding capital stock of C&A Co.
or (c) C&A Co. ceases to maintain direct ownership of the Company, free of
liens and claims.

In addition to the foregoing, the Credit Agreement contains other
miscellaneous provisions, including provisions concerning indemnification by
the Company of each lender against losses, claims or other expenses and
payment by the Company of certain fees and expenses of the lenders and their
respective advisors and consultants.

The description of the Credit Agreement Facilities set forth above does
not purport to be complete and is qualified in its entirety by reference to
the Credit Agreement and any amendments thereto which are filed as exhibits
to C&A Co.'s Annual Report on Form 1O-K and Quarterly Reports on Form 10-Q
and incorporated by reference into the Registration Statement of which this
Prospectus forms a part.

Receivables Facility

The Company, through a trust (the "Trust") formed by its wholly owned,
bankruptcy remote subsidiary, Carcorp, Inc. ("Carcorp"), is a party to a
receivables facility (the "Receivables Facility") comprised of (i) term
certificates, which were issued on March 31, 1995, in an aggregate face
amount of $110 million and (ii) variable funding certificates, which
represent revolving commitments, of up to an aggregate of $75 million. The
term certificates and the variable funding certificates have a term of five
years. Carcorp purchases on a revolving basis and transfers to the Trust
virtually all trade receivables generated by the Company and certain of its
subsidiaries (the "Sellers"). The certificates represent the right to
receive payments generated by the receivables held by the Trust.

Availability under the variable funding certificates at any time depends
primarily on the amount of receivables generated by the Sellers from sales to
the auto industry, the rate of collection on those receivables and other
characteristics of those receivables which affect their eligibility (such as
bankruptcy or downgrading below investment grade of the obligor, delinquency
and excessive concentration). Based on these criteria, at July 29, 1995

<PAGE>

approximately $7.0 million was available under the variable funding
certificates, all of which was utilized.

The proceeds received by Carcorp from collections on receivables, after
the payment of expenses and amounts due on the certificates, are used to
purchase new receivables from the Sellers. Collections on receivables are
required to remain in the Trust if at any time the Trust does not contain
sufficient eligible receivables to support the outstanding certificates. The
Receivables Facility contains certain other restrictions on Carcorp and on
the Sellers customary for facilities of this type and will terminate prior to
its term upon the occurrence of certain events of default. Under the
Receivables Facility, the term certificates bear interest at an average rate
equal to the rate on one-month Eurodollar deposits plus 34 one-hundredths of
one percent per annum and the variable funding certificates bear interest, at
Carcorp's option, at a Eurodollar deposit rate plus 40 one-hundredths of one
percent per annum or a prime rate.

The description of the Receivables Facility set forth above does not
purport to be complete and is qualified in its entirety by reference to the
Receivables Facility and any amendments thereto which are filed as exhibits
to C&A Co.'s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
and incorporated by reference into the Registration Statement of which this
Prospectus forms a part.

DESCRIPTION OF THE DEBT SECURITIES

General

The Debt Securities will constitute either Senior Securities or
Subordinated Securities. The Senior Securities will be issued under an
Indenture dated as of , 1995 (the "Senior Indenture"), between the
Company and the trustee named in the applicable Prospectus Supplement as
trustee (the "Senior Trustee") . The Subordinated Securities will be issued
under an Indenture dated as of , 1995 (the "Subordinated Indenture"),
between the Company and the trustee named in the applicable Prospectus
Supplement as trustee ("the Subordinated Trustee"). The Senior Indenture and
the Subordinated Indenture are collectively referred to herein as the
"Indentures". References to the "Trustee" shall mean the Senior Trustee or
the Subordinated Trustee, as applicable. The statements under this caption
are brief summaries of certain provisions contained in the Indentures, do not
purport to be complete and are qualified in their entirety by reference to
the applicable Indenture, copies of which are exhibits to and incorporated in
the Registration Statement. Whenever defined terms are used but not defined
herein, such terms shall have the meanings ascribed to them in the applicable
Indenture, it being intended that such defined terms shall be incorporated
herein by reference. Cross references to Sections of the Indentures relate
to both the Senior Indenture and the Subordinated Indenture, unless otherwise
indicated.

The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of any Debt
Securities and the extent, if any, to which such general provisions do not
apply to such Debt Securities will be described in the Prospectus Supplement
relating to such Debt Securities.

<PAGE>

Neither of the Indentures limits the amount of Debt Securities which may
be issued thereunder, and each Indenture provides that Debt Securities of any
series may be issued thereunder up to the aggregate principal amount which
may be authorized from time to time by the Company's Board of Directors and
may be denominated in any currency or composite currency designated by the
Company. (Section 3.01) Neither the Indentures nor the Debt Securities will
limit or otherwise restrict the amount of other indebtedness which may be
incurred or the other securities which may be issued by the Company or any of
its subsidiaries.

Debt Securities of a series may be issuable in registered form with or
without coupons ("Registered Securities"), in bearer form with or without
coupons attached ("Bearer Securities") or in the form of one or more global
securities in registered or bearer form (each a "Global Security"). (Section
3.01) Bearer Securities, if any, will be offered only to non-United States
persons and to offices located outside the United States of certain United
States financial institutions. (Section 3.03) Reference is made to the
Prospectus Supplement for a description of the following terms, where
applicable, of each series of Debt Securities in respect of which this
Prospectus is being delivered: (l) the title of such Debt Securities: (2) the
limit, if any, on the aggregate principal amount or aggregate initial public
offering price of such Debt Securities; (3) the priority of payment of such
Debt Securities; (4) the price or prices (which may be expressed as a
percentage of the aggregate principal amount thereof) at which the Debt
Securities will be issued; (5) the date or dates on which the principal of
the Debt Securities will be payable; (6) the rate or rates (which may be
fixed or variable) per annum at which such Debt Securities will bear
interest, if any, or the method of determining the same; (7) the date or
dates from which such interest, if any, on the Debt Securities will accrue,
the date or dates on which such interest, if any, will be payable, the date
or dates on which payment of such interest, if any, will commence and the
Regular Record Dates for such Interest Payment Dates; (8) the extent to which
any of the Debt Securities will be issuable in temporary or permanent global
form, or the manner in which any interest payable on a temporary or permanent
global Debt Security will be paid; (9) each office or agency where, subject
to the terms of the applicable Indenture, the Debt Securities may be
presented for registration of transfer or exchange; (10) the place or places
where the principal of (and premium, if any) and interest, if any, on the
Debt Securities will be payable; (11) the date or dates, if any, after which
such Debt Securities may be redeemed or purchased in whole or in part, at the
option of the Company or mandatorily pursuant to any sinking, purchase or
analogous fund or may be required to be purchased or redeemed at the option
of the holder, and the redemption or repayment price or prices thereof; (12)
the denomination or denominations in which such Debt Securities are
authorized to be issued; (13) the currency, currencies or composite currency
(including ECU) based on or related to currencies for which the Debt
Securities may be purchased and the currency, currencies or composite
currency (including ECU) in which the principal of, premium, if any, and any
interest on such Debt Securities may be payable; (14) any index used to
determine the amount of payments of principal of, premium, if any, and
interest on the Debt Securities; (15) whether any of the Debt Securities are
to be issuable as Bearer Securities and/or Registered Securities, and if
issuable as Bearer Securities, any limitations on issuance of such Bearer
Securities and any provisions regarding the transfer or exchange of such
Bearer Securities (including exchange for registered Debt Securities of the

same series); (16) the payment of any additional amounts with respect to the
Debt Securities; (17) whether any of the Debt Securities will be issued as
Original Issue Discount Securities (as defined below); (18) information with
respect to book-entry procedures, if any; (19) any additional covenants or
Events of Default not currently set forth in the applicable Indenture; and
(20) any other terms of such Debt Securities not inconsistent with the
provisions of the applicable Indenture.

If any of the Debt Securities are sold for one or more foreign
currencies or foreign currency units or if the principal of, premium, if any,
or interest on any series of Debt Securities is payable in one or more
foreign currencies or foreign currency units, the restrictions, elections,
tax consequences, specific terms and other information with respect to such
issue of Debt Securities and such currencies or currency units will be set
forth in the Prospectus Supplement relating thereto. A judgment for money
damages by courts in the United States, including a money judgment based on
an obligation expressed in a foreign currency, will ordinarily be rendered
only in U.S. dollars. New York statutory law provides that a court shall
render a judgment or decree in the foreign currency of the underlying
obligation and that the judgment or decree shall be converted into U.S.
dollars at the exchange rate prevailing on the date of entry of the judgment
or decree.

Debt Securities may be issued as original issue discount Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) ("Original Issue Discount Securities"), to be sold at a
substantial discount below the stated principal amount thereof due at the
stated maturity of such Debt Securities. (Section 3.01) There may not be
any periodic payments of interest on Original Issue Discount Securities as
defined herein. In the event of an acceleration of the maturity of any
Original Issue Discount Security, the amount payable to the holder of such
Original Issue Discount Security upon such acceleration will be determined in
accordance with the Prospectus Supplement, the terms of such security and the
Indenture, but will be an amount less than the amount payable at the maturity
of the principal of such Original Issue Discount Security. (Section 7.02)
Federal income tax considerations with respect to Original Issue Discount
Securities will be set forth in the Prospectus Supplement relating thereto.

Events of Default, Waivers, Etc.

An Event of Default with respect to Debt Securities of any series is
defined in the Indentures as (i) default in the payment of the principal of
or premium, if any, on any Debt Security of such series when due, (ii)
default in the payment of interest upon any Debt Security of such series when
due and the continuance of such default for a period of 30 days, (iii)
default in the observance or performance of any other covenant or agreement
of the Company or C&A Co. in the Debt Securities of such series or the
Indenture with respect to such Debt Securities of such series and continuance
of such default for 90 days after written notice, (iv) certain events of
bankruptcy, insolvency or reorganization of the Company or C&A Co. or (v) any
other Event of Default provided with respect to Debt Securities of any
series. (Section 7.01)

If any Event of Default with respect to any series of Debt Securities
for which there are Debt Securities outstanding under the Indentures occurs

<PAGE>

and is continuing, either the applicable Trustee or the holders of not less
than 25% in aggregate principal amount of the Debt Securities of such series
may declare the principal amount (or if such Debt Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all Debt Securities of that series
to be immediately due and payable. The holders of a majority in aggregate
principal amount of the Debt Securities of any series outstanding under the
Indentures may waive the consequences of an Event of Default resulting in
acceleration of such Debt Securities, but only if all Events of Default have
been remedied and all payments due (other than those due as a result of
acceleration) have been made. (Section 7.02) If an Event of Default occurs
and is continuing, the Trustee may in its discretion, or at the written
request of holders of not less than a majority in aggregate principal amount
of the Debt Securities of any series outstanding under the Indentures and
upon reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request and subject to certain other
conditions set forth in the Indentures, proceed to protect the rights of the
holders of all the Debt Securities of such series. (Sections 7.03 and 7.07)
If the Trustee fails within sixty days after its receipt of such a written
request and offer of indemnity to institute any such proceeding, any holder
of a Debt Security who has previously given notice to the Trustee of a
continuing Event of Default may institute such a proceeding. (Section 7.07)
The holders of a majority in aggregate principal amount of Debt Securities of
any series outstanding under the Indentures may waive any past default under
the Indentures except a default in the payment of principal of, premium, if
any, or interest on the Debt Securities of such series and except for the
waiver of a covenant or provision that, pursuant to the Indentures, cannot be
modified or amended without the consent of holders of all such Debt
Securities then outstanding. (Section 7.13)

The Indentures provide that in the event of an Event of Default
specified in clauses (i) or (ii) of the first paragraph under "Events of
Default", the Company will, upon demand of the applicable Trustee, pay to it,
for the benefit of the holder of any such Debt Security, the whole amount
then due and payable on such Debt Security for principal, premium, if any,
and interest. The Indentures further provide that if the Company fails to
pay such amount forthwith upon such demand, the applicable Trustee may, among
other things, institute a judicial proceeding for the collection thereof.
(Section 7.03)

The Indentures also provide that notwithstanding any other provision of
the Indentures, the holder of any Debt Security of any series shall have the
right to institute suit for the enforcement of any payment of principal of,
premium, if any, and interest on such Debt Security when due and that such
right shall not be impaired without the consent of such holder. (Section
7.08 )

The Company is required to file annually with the Trustee a written
statement of officers as to the existence or non-existence of defaults under
the Indentures or the Debt Securities. (Section 5.05)

Guarantee

C&A Co., as primary obligor and not merely as surety, will irrevocably
and unconditionally guarantee on either an unsecured senior basis, an
unsecured senior subordinated basis or an unsecured junior subordinated

<PAGE>

basis, as applicable, the performance and punctual payment when due, whether
at Stated Maturity, by acceleration or otherwise, of all obligations of the
Company under the Senior Indenture, Subordinated Indenture and the Debt
Securities, whether for principal of or interest on the Debt Securities,
expenses, indemnification or otherwise (all such obligations guaranteed by
C&A Co. being herein called the "Guaranteed Obligations"). C&A Co. will
agree to pay, in addition to the amount stated above, any and all expenses
(including reasonable counsel fees and expenses) incurred by the Trustee or
the Holders in enforcing any rights under the Guarantee with respect to C&A
Co. (Section 14.01 of Senior Indenture and Section 15.01 of Subordinated
Indenture) Such Guarantee, however, will be limited in amount to an amount
not to exceed the maximum amount that can be guaranteed by C&A Co. without
rendering the Guarantee, as it relates to C&A Co., voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer. (Section 14.02
of Senior Indenture and Section 15.02 of Subordinated Indenture) C&A Co. has
no material assets other than the common stock of the Company.

The Guarantee is a continuing guarantee and will (a) remain in full
force and affect until payment in full of all the Guaranteed Obligations, (b)
be binding upon C&A Co. and (c) enure to the benefit of and be enforceable by
the Trustee, the Holders and their successors, transferees and assigns.
(Section 14.03 of Senior Indenture and Section 15.03 of Subordinated
Indenture)

Registration and Transfer

Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities will be issued only as Registered Securities. (Section 2.01) If
Bearer Securities are issued, the United States Federal income tax
consequences and other special considerations, procedures and limitations
applicable to such Bearer Securities will be described in the Prospectus
Supplement relating thereto.

Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities issued as Registered Securities will be without coupons. Debt
Securities issued as Bearer Securities will have interest coupons attached,
unless issued as zero coupon securities. (Section 2.01)

Registered Securities (other than a Global Security) may be presented
for transfer (with the form of transfer endorsed thereon duly executed) or
exchanged for other Debt Securities of the same series at the office of the
Security Registrar specified according to the terms of the applicable
Indenture. The Company has agreed in each of the Indentures that, with
respect to Registered Securities having the City of New York as a place of
payment, the Company will appoint a Security Registrar or Co-Security
Registrar located in the City of New York for such transfer or exchange.
Unless otherwise provided in the applicable Prospectus Supplement, such
transfer or exchange shall be made without service charge, but the Company
may require payment of any taxes or other governmental charges as described
in the applicable Indenture. Provisions relating to the exchange of Bearer
Securities for other Debt Securities of the same series (including, if
applicable, Registered Securities) will be described in the applicable
Prospectus Supplement. In no event, however, will Registered Securities be
exchangeable for Bearer Securities. (Section 3.05)

<PAGE>

Global Securities

Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on
behalf of, a depositary (the "Depositary") identified in the Prospectus
Supplement relating to such series. (Section 3.01) Global Securities may be
issued in either registered or bearer form and in either temporary or
permanent form. (Section 2.04) Unless and until it is exchanged in whole or
in part for the individual Debt Securities represented thereby, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any nominee to a successor Depositary or any nominee of such
successor. (Section 3.05)

The specific terms of the depositary arrangement with respect to a
series of Debt Securities and certain limitations and restrictions relating
to a series of Bearer Securities in the form of one or more Global Securities
will be described in the Prospectus Supplement relating to such series. The
Company anticipates that the following provisions will generally apply to
depositary arrangements.

Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the individual Debt
Securities represented by such Global Security to the accounts of persons
that have accounts with such Depositary. Such accounts shall be designated
by the underwriters or agents with respect to such Debt Securities.
Ownership of beneficial interests in a Global Security will be limited to
persons that have accounts with the applicable Depositary ("participants") or
persons that may hold interests through participants. Ownership of
beneficial interests in such Global Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained
by the applicable Depositary or its nominee (with respect to interests of
participants) and the records of participants (with respect to interests of
persons other than participants). The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Global Security.

So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners
of beneficial interests in a Global Security will not be entitled to have any
of the individual Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to
receive physical delivery of any such Debt Securities or such series in
definitive form and will not be considered the owners or holders thereof
under the Indenture governing such Debt Securities. (Sections 1.12 and 3.08)

Payments of principal of, premium, if any, and interest, if any, on
individual Debt Securities represented by a Global Security registered in the
name of a Depositary or its nominee will be made to the Depositary or its

<PAGE>

nominee, as the case may be, as the registered owner of the Global Security
representing such Debt Securities. None of the Company, the Trustee for such
Debt Securities, any Paying Agent, and the Note Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. (Section 3.08)

Subject to certain restrictions relating to Bearer Securities, the
Company expects that the Depositary for a series of Debt Securities or its
nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt
Securities, will credit participants' accounts immediately with payments in
amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security for such Debt Securities as shown on
the records of such Depositary or its nominee. The Company also expects that
payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name".
Such payments will be the responsibility of such participants. With respect
to owners of beneficial interests in a temporary Global Security representing
Bearer Securities, receipt by such beneficial owners of payments of
principal, premium or interest in respect thereof will be subject to
additional restrictions.

If the Depositary for a series of Debt Securities is at any time
unwilling, unable or ineligible to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, the Company will
issue individual Debt Securities of such series in definitive form in
exchange for the Global Security representing such series of Debt Securities.
(Section 3.05) In addition, the Company may at any time and in its sole
discretion, subject to any limitations described in the Prospectus Supplement
relating to such Debt Securities, determine not to have any Debt Securities
of a series represented by one or more Global Securities and, in such event,
will issue individual Debt Securities of such series in definitive form in
exchange for the Global Security or Securities representing such series of
Debt Securities. (Section 3.05) Further, if the Company so specifies with
respect to the Debt Securities of a series, an owner of a beneficial interest
in a Global Security representing Debt Securities of such series may, on
terms acceptable to the Company, the Trustee and the Depositary for such
Global Security, receive Debt Securities of such series in definitive form in
exchange for such beneficial interests, subject to any limitations described
in the Prospectus Supplement relating to such Debt Securities. (Section
3.05) In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in definitive form of Debt
Securities of the series represented by such Global Security equal in
principal amount to such beneficial interest and to have such Debt Securities
registered in its name (if the Debt Securities of such series are issuable as
Registered Securities). (Section 3.05) Debt Securities of such series so
issued in definitive form will be issued (a) as Registered Securities in
denominations, unless otherwise specified by the Company, of $1,000 and
integral multiples thereof if the Debt Securities of such series are issuable
as Registered Securities, (b) as Bearer Securities in the denomination,

<PAGE>

unless otherwise specified by the Company, of $5,000 if the Debt Securities
of such series are issuable as Bearer Securities or (c) as either Registered
or Bearer Securities, if the Debt Securities of such series are issuable in
either form. (Sections 3.02 and 3.05) Certain restrictions may apply,
however, on the issuance of a Bearer Security in definitive form in exchange
for an interest in a Global Security.

Payment and Paying Agents

Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of and premium, if any, on Registered Securities will be
made at the office of such Paying Agent or Paying Agents as the Company may
designate from time to time. At the option of the Company, payment of any
interest may be made (i) by check mailed to the address of the person
entitled thereto as such address shall appear in the applicable Note Register
or (ii) by wire transfer to an account maintained by the person entitled
thereto as specified in the applicable Security Register. Unless otherwise
indicated in an applicable Prospectus Supplement, payment of any installment
of interest on Registered Securities will be made to the person in whose name
such Debt Security is registered at the close of business on the Regular
Record Date for such payment. (Sections 3.07 and 5.02)

Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of, premium, if any, and any interest on Bearer
Securities will be payable, subject to any applicable laws and regulations,
at the offices of such Paying Agents outside the United States as the Company
may designate from time to time or, at the option of the Holder, by check
mailed to any address outside the United States or by transfer to an account
maintained by the payee with a bank located outside the United States.
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
interest on Bearer Securities will be made only against surrender of the
coupon relating to such Interest Payment Date. No payment with respect to
any Bearer Security will be made at any office or agency of the Company in
the United States or by check mailed to any address in the United States or
by transfer to an account maintained with a bank located in the United
States. (Sections 3.07, 5.01 and 5.02)

Consolidation, Merger or Sale of Assets

Each Indenture provides that the Company may not, without the consent of
the holders of the Debt Securities outstanding under the applicable
Indenture, consolidate with, merge into or transfer its assets substantially
as an entirety to any single person, unless (i) any such successor assumes
the Company's obligations on the applicable Debt Securities and under the
applicable Indenture, (ii) after giving effect thereto, no Event of Default
shall have happened and be continuing and (iii) certain other conditions
under the applicable Indenture are met. (Section 10.01) Accordingly, unless
otherwise specified in an applicable Prospectus Supplement, any such
consolidation, merger or transfer of assets substantially as an entirety that
meets the conditions described above, would not create any Event of Default
which would entitle holders of the Debt Securities, or the Trustee on their
behalf, to take any of the actions described above under "Senior Securities -
Events of Default, Waivers, etc." Additionally, upon any such consolidation
or merger, or any such conveyance or transfer of the properties and assets of
the Company substantially as an entirety, the successor person formed by such

<PAGE>

consolidation or into which the Company is merged or to which such conveyance
or transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under each Indenture with the
same effect as if such successor person had been named as the Company. In
the event of any such conveyance or transfer, the Company as the predecessor
corporation and C&A Co. shall be relieved of all obligations and covenants
under each Indenture and may be dissolved, wound up and liquidated at any
time thereafter. (Section 10.02)

Leveraged and Other Transaction

Neither Indenture contains provisions which would afford holders of the
Debt Securities protection in the event of a highly leveraged or other
transaction involving the Company which could adversely affect the holders of
Debt Securities. Provisions, if any, applicable to any such transaction will
be described in an applicable Prospectus Supplement.

Modification of the Indenture; Waiver of Covenants

Each Indenture provides that, with the consent of the holders of not
less than a majority in aggregate principal amount of the outstanding Debt
Securities of each affected series, modifications and alterations of such
Indenture may be made which affect the rights of the holders of such Debt
Securities, except that no such modification or alteration may be made
without the consent of the holder of each Debt Security so affected which
would, among other things, (i) change the maturity of the principal of, or of
any installment of interest (or premium, if any) on, any Debt Security issued
pursuant to such Indenture, or reduce the principal amount thereof or any
premium thereon, or change the method of calculation of interest or the
currency of payment of principal or interest (or premium, if any) on, or
reduce the minimum rate of interest thereon, or impair the right to institute
suit for the enforcement of any such payment on or with respect to any such
Debt Security, or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof; or (ii) reduce the above-stated percentage in principal
amount of outstanding Debt Securities required to modify or alter such
Indenture. (Section 9.02)

Each Indenture also provides that, without the consent of any holder of
Debt Securities, the Company, when authorized by a resolution of its Board of
Directors, and the Trustee, at any time and from time to time, may enter into
one or more supplemental indentures to such Indenture to (i) evidence the
succession of another corporation or person to the Company or C&A Co., as the
case may be, in the Indenture and in the Debt Securities, (ii) evidence and
provide for a successor Trustee, (iii) add to the covenants of the Company or
C&A Co. for the benefit of the holders of Debt Securities of all or any
series or to surrender any right or power conferred upon the Company or C&A
Co. in the Indenture, (iv) cure any ambiguity, correct or supplement any
provision which may be inconsistent or make any other provisions with respect
to matters or questions arising under the Indenture, provided the interests
of the holders of Debt Securities of any series are not adversely affected in
any material respect, (v) add any additional Events of Default, (vi) make
certain changes with respect to Bearer Securities which do not adversely
affect the interests of the holders of Debt Securities of any series in any
material respect, (vii) add to, change or eliminate any provision of the

<PAGE>

Indenture; provided that such addition, change or elimination (a) becomes
effective only when there is no Debt Security outstanding of a series created
prior to the execution of such supplemental indenture which is adversely
affected or (b) does not apply to any outstanding Debt Securities, (viii)
establish the form or terms of Debt Securities of any series as permitted
under the Indenture, (ix) add to or change provisions to permit or facilitate
the issuance of Debt Securities convertible into other securities, (x)
evidence any changes to corporate Trustee eligibility authorized by the Trust
Indenture Act, or (xi) add to or change or eliminate any provision of the
Indenture as necessary to comply with the Trust Indenture Act provided such
action does not adversely affect the interests of the holders of Debt
Securities of any series in any material respect. (Section 9.02)

Governing Law

The Indentures and the Debt Securities will be governed by, and
construed in accordance with, the laws of the State of New York.

Regarding the Trustee

The Indentures contain certain limitations on the right of the Trustee,
if and when the Trustee becomes a creditor of the Company (or any other
obligor upon the Debt Securities), regarding the collection of such claims
against the Company (or any such other obligor). (Section 8.13) Except as
provided in the following sentence, the Indentures do not prohibit the
Trustee from serving as trustee under any other indenture to which the
Company may be a party from time to time or from engaging in other
transactions with the Company. If the Trustee acquires any conflicting
interest and there is a default with respect to any series of Debt
Securities, it must eliminate such conflict or resign. (Section 8.08)

SENIOR SECURITIES

The Senior Securities will be direct, unsecured obligations of the
Company and will rank pari passu with all outstanding unsecured senior
indebtedness of the Company.

SUBORDINATED SECURITIES

The Subordinated Securities will be direct, unsecured obligations of the
Company and will be subject to the subordination provisions described below.

Subordination

The payment of the principal of, premium (if any) and interest on the
Subordinated Securities is subordinated in right of payment, as set forth in
the Subordinated Indenture, to the payment when due of all Senior Indebted-
ness and, if applicable, Senior Subordinated Indebtedness of the Company.
(Section 14.01 of Subordinated Indenture) However, payment from the money or
the proceeds of U.S. government obligations held in any defeasance trust is
not subordinate to any Senior Indebtedness or, if applicable, Senior
Subordinated Indebtedness or subject to the restrictions described herein.
(Section 14.12 of Subordinated Indenture) At July 29, 1995, outstanding
Senior Indebtedness of the Company was $534.8 million (excluding unused

<PAGE>

commitments, approximately $48.9 million of indebtedness of subsidiaries,
approximately $117.0 million in off-balance sheet financing under the
Receivables Facility and approximately $27.2 million of outstanding letters
of credit), the Company did not have any Senior Subordinated Indebtedness and
the liabilities of the Company's subsidiaries as recorded in the
subsidiaries' financial records aggregated approximately $197.8 million
(excluding intercompany balances). Claims of creditors of such subsidiaries,
including trade creditors, secured creditors and creditors holding guarantees
issued by such subsidiaries, and claims of preferred stockholders (if any) of
such subsidiaries generally will have priority with respect to the assets and
earnings of such subsidiaries over the claims of creditors of the Company,
including holders of the Subordinated Securities, even though such
obligations may not constitute Senior Indebtedness or Senior Subordinated
Indebtedness. The Subordinated Securities therefore will be effectively
subordinated to creditors (including trade creditors) and preferred
stockholders (if any) of subsidiaries of the Company. The domestic
subsidiaries of the Company have guaranteed the Company's obligations
pursuant to the Credit Agreement.

Senior Indebtedness is defined in the Subordinated Indenture as the
principal of, premium, if any, and interest on, (i) all the Company's
indebtedness for money borrowed, other than the subordinated securities
issued under the Subordinated Indenture, whether outstanding on the date of
execution of the Subordinated Indenture or thereafter created, assumed or
incurred, except such indebtedness as is by its terms expressly stated to be
not superior in right of payment to the subordinated securities issued under
the Subordinated Indenture or to rank pari passu with the subordinated
securities issued under the Subordinated Indenture and (ii) any deferrals,
renewals or extensions of any such Senior Indebtedness, except that Senior
Indebtedness will not include (1) any obligation of the Company to any
subsidiary, (2) any liability for Federal, state, local or other taxes owed
or owing by the Company, (3) any accounts payable or other liability to trade
creditors arising in the ordinary course of business (including guarantees
thereof or instruments evidencing such liabilities), (4) any indebtedness,
guarantee or obligation of the Company which is expressly subordinate or
junior in right of payment in any respect to any other indebtedness,
guarantee or obligation of the Company, including any senior subordinated
indebtedness and any subordinated obligations, or (5) any obligations with
respect to any capital stock. The term "indebtedness for money borrowed" as
used in the foregoing sentence includes, without limitation, any obligation
of, or any obligation guaranteed by, the Company for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, and any deferred obligation for the payment of the
purchase price of property or assets. (Section 1.01 of Subordinated
Indenture) There is no limitation on the issuance of additional Senior
Indebtedness of the Company. The Senior Securities constitute Senior
Indebtedness under the Subordinated Indenture.

The Subordinated Securities may rank pari passu with other subordinated
indebtedness of the Company or may, if indicated in the applicable Prospectus
Supplement, be subordinate to Senior Subordinated Indebtedness, including
other series of Subordinated Securities. (Section 3.01 Subordinated
Indenture) "Senior Subordinated Indebtedness" means any indebtedness of the
Company that is not subordinated by its terms in right of payment to any
indebtedness or obligation of the Company which is not Senior Indebtedness

<PAGE>

and which is senior in right of payment to the Debt Securities. (Section
1.01 of Subordinated Indenture)

Neither the Company nor C&A Co. may pay principal of, premium (if any)
or interest on the Subordinated Securities, make any deposits pursuant to the
defeasance provisions in the Subordinated Indenture or otherwise purchase,
redeem or retire any Subordinated Securities (collectively, "pay the
Subordinated Securities") if (i) any Senior Indebtedness and, if applicable,
Senior Subordinated Indebtedness is not paid when due or (ii) any other
default on Senior Indebtedness, and, if applicable, Senior Subordinated
Indebtedness occurs and the maturity of such Senior Indebtedness, and, if
applicable, Senior Subordinated Indebtedness is accelerated in accordance
with its terms unless, in either case, the default has been cured or waived
and any such acceleration has been rescinded or such Senior Indebtedness and,
if applicable, Senior Subordinated Indebtedness has been paid in full.
However, the Company and C&A Co. may pay the Subordinated Securities without
regard to the foregoing if the Company, C&A Co. and the Trustee receive
written notice approving such payment from the Representatives of the holders
of Senior Indebtedness, and, if applicable, Senior Subordinated Indebtedness
with respect to which either of the events set forth in clause (i) or (ii) of
the immediately preceding sentence has occurred and is continuing. During
the continuance of any default (other than a default described in clause (i)
or (ii) of the second preceding sentence) with respect to any Senior
Indebtedness, and, if applicable, Senior Subordinated Indebtedness pursuant
to which the maturity thereof may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or
the expiration of any applicable grace periods, neither the Company nor C&A
Co. may pay the Subordinated Securities for a period (a "Payment Blockage
Period") commencing upon the receipt by the Trustee (with a copy to the
Company and C&A Co.) of written notice (a "Blockage Notice") of such default
from the Representatives of the holders of Senior Indebtedness, and, if
applicable, Senior Subordinated Indebtedness specifying an election to effect
a Payment Blockage Period and ending 179 days thereafter (or earlier if such
Payment Blockage Period is terminated (1) by written notice to the Trustee,
the Company and C&A Co. from the Person or Persons who gave such Blockage
Notice, (2) because the default giving rise to such Blockage Notice is no
longer continuing or (3) because such Senior Indebtedness, and, if
applicable, Senior Subordinated Indebtedness has been repaid in full).
Notwithstanding the provisions described in the immediately preceding
sentence, unless the holders of Senior Indebtedness and, if applicable Senior
Subordinated Indebtedness or the Representatives of such holders have
accelerated the maturity of such Senior Indebtedness and, if applicable
Senior Subordinated Indebtedness, the Company and C&A Co. may resume payments
on the Subordinated Securities after the end of such Payment Blockage Period.
Not more than one Blockage Notice may be given in any consecutive 360-day
period, irrespective of the number of defaults with respect to Senior
Indebtedness, and, if applicable, Senior Subordinated Indebtedness during
such period. (Section 14.03 of Subordinated Indenture)

Upon any payment or distribution of the assets of the Company or C&A Co.
to creditors upon a total or partial liquidation or dissolution or
reorganization of or similar proceeding relating to the Company or C&A Co. or
their property, the holders of Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness will be entitled to receive payment in full of the
Senior Indebtedness and, if applicable, Senior Subordinated Indebtedness

<PAGE>

before the holders of Subordinated Securities are entitled to receive any
payment, and until the Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness is paid in full, any payment or distribution to
which holders of Subordinated Securities would be entitled but for the
subordination provisions of the Subordinated Indenture (other than
distributions of stock and certain debt securities subordinated to the Senior
Indebtedness and, if applicable, the Senior Subordinated Indebtedness) will
be made to holders of the Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness as their interests may appear. (Section 14.02 of
Subordinated Indenture) If a distribution is made to holders of Subordinated
Securities that, due to the subordination provisions, should not have been
made to them, such holders of Subordinated Securities are required to hold it
in trust for the holders of Senior Indebtedness or Senior Subordinated
Indebtedness, as the case may be, and pay it over to them as their interests
may appear. (Section 14.05 of Subordinated Indenture)

If payment of the Subordinated Securities is accelerated because of an
Event of Default, the Company, C&A Co. or the Trustee will promptly notify
the holders of Senior Indebtedness and, if applicable, Senior Subordinated
Indebtedness or the Representatives of such holders of the acceleration. The
Company may not pay the Subordinated Securities until five Business Days
after such holders or the Representatives of the Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness receive notice of such
acceleration and, thereafter, may pay the Subordinated Securities only if the
subordination provisions of the Subordinated Indenture otherwise permit
payment at that time. (Section 14.04 of Subordinated Indenture)

By reason of such subordination provisions contained in the Subordinated
Indenture, in the event of insolvency, creditors of the Company or C&A Co.
who are holders of Senior Indebtedness or Senior Subordinated Indebtedness
may recover more, ratably, than the holders of Subordinated Securities, and
creditors of the Company who are not holders of Senior Indebtedness or
Senior Subordinated Indebtedness may recover less, ratably, than holders of
Senior Indebtedness or Senior Subordinated Indebtedness, as the case may be,
and may recover more, ratably, than the holders of Subordinated Indebtedness.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities to one or more underwriters
(acting alone or through underwriting syndicates led by one or more managing
underwriters) or dealers for public offering and sale by them or may sell the
Debt Securities to investors directly or through agents designated from time
to time. The Prospectus Supplement with respect to the Debt Securities
offered thereby describes the terms of the offering of such Debt Securities
and the method of distribution of the Debt Securities offered thereby and
identifies any firms acting as underwriters, dealers or agents in connection
therewith.

The Debt Securities may be distributed from time to time in one or more
transactions at a fixed price or prices (which may be changed from time to
time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at prices determined as specified in the
Prospectus Supplement. In connection with the sale of the Debt Securities,
underwriters, dealers or agents may be deemed to have received compensation

<PAGE>

from the Company in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of the Debt Securities for whom they
may act as agent. Underwriters may sell the Debt Securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the purchasers for whom they may act as
agent. Certain of the underwriters, dealers or agents who participate in the
distribution of the Debt Securities may engage in other transactions with,
and perform other services for, the Company in the ordinary course of
business.

Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of the Debt Securities, and any
discounts, concessions or commissions allowed by underwriters to dealers, are
set forth in the Prospectus Supplement. Underwriters, dealers and agents
participating in the distribution of the Debt Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any
profit realized by them on the resale of the Debt Securities may be deemed to
be underwriting discounts and commissions under the Securities Act.
Underwriters and their controlling persons, dealers and agents may be
entitled, under agreements entered into with the Company, to indemnification
against and contribution toward certain civil liabilities, including
liabilities under the Securities Act.

If so indicated in the applicable Prospectus Supplement, the Company
will authorize underwriters or agents to solicit offers by certain
institutions to purchase Debt Securities from the Company pursuant to delayed
delivery contracts providing for payment and delivery at a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. Unless otherwise set forth in
the applicable Prospectus Supplement, the obligations of any purchaser under
any such contract will not be subject to any conditions except that (i) the
purchase of the Debt Securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject, and (ii) if the Debt Securities are also being sold to underwriters
acting as principals for their own account, the underwriters shall have
purchased such Debt Securities not sold for delayed delivery. The
underwriters and such other persons will not have any responsibility in
respect of the validity or performance of such contracts.

LEGAL OPINIONS

Certain legal matters in connection with the Debt Securities will be
passed upon for the Company by Cravath, Swaine & Moore, Worldwide Plaza, 825
Eighth Ave., New York, NY 10019. Certain legal matters will be passed upon
for the underwriters or agents, if any, named in a Prospectus Supplement, by
Jones, Day, Reavis & Pogue, 599 Lexington Avenue, New York, New York 10022.
From time to time, Jones, Day, Reavis & Pogue provides legal services to C&A
Co. and the Company and other entities in which the principal stockholders of
C&A Co. have equity interests.

<PAGE>

EXPERTS

The consolidated financial statements and schedules of C&A Co.
incorporated by reference in this prospectus and elsewhere in the
registration statement to the extent and for the periods indicated in their
reports have been audited by Arthur Andersen LLP, independent public
accountants, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.

________________

No person is authorized to give any information or to make any
representations other than those contained in this Prospectus or any
accompanying Prospectus Supplement in connection with the offer made by this
Prospectus or any Prospectus Supplement, and, if given or made, such other
information or representations must not be relied upon as having been
authorized by the Company or by any underwriter, dealer or agent. This
Prospectus and any Prospectus Supplement do not constitute an offer to sell
or a solicitation of an offer to buy any securities other than those to which
they relate. Neither the delivery of this Prospectus and any accompanying
Prospectus Supplement nor any sale of or offer to sell the Debt Securities
offered hereby shall, under any circumstances, create an implication that
there has been no change in the affairs of the Company or that the
information herein is correct as of any time after the date hereof. This
Prospectus and any accompanying Prospectus Supplement do not constitute an
offer to sell or a solicitation of an offer to buy any of the Debt Securities
offered hereby in any state to any person to whom it is unlawful to make such
offer or solicitation in such state.

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following statement sets forth the estimated amounts of expenses,
other than underwriting discounts, to be borne by the registrant in
connection with the distribution of the Debt Securities.

Securities and Exchange Commission registration fee.....$137,931
Trustees' fees and expenses...............................20,000
Printing and engraving expenses...........................25,000
Rating agency fees.......................................160,000
Accounting fees and expenses..............................20,000
Legal fees and expenses...................................75,000
Blue Sky fees and expenses
(including fees and expenses of counsel)..................20,000
Miscellaneous expenses....................................10,000

Total Expenses......................................467,931

Item 15. Indemnification of Directors and Officers

Each Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "DGCL") provides that a corporation may
indemnify any person who was or is threatened to be made a party to any
threatened, pending or completed actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation-a "derivative action"), by reason of the fact
that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other
enterprise (an "indemnitee") against expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and reasonably
incurred if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal actions or proceedings, had no
reasonable cause to believe his or her conduct was unlawful. A similar
standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found
liable to the corporation with respect to any claim, issue or matter in the
derivative action. The statute further provides for the mandatory
indemnification of an indemnitee who is successful on the merits or otherwise
in defending any action, suit or proceeding described in the statute or in
defence of any claim, issue or matter therein, and authorizes a corporation
to pay in advance any expenses incurred by an indemnitee in any covered
proceeding, provided that a director or officer must furnish to the
corporation on undertaking to repay the amounts advanced if it is ultimately
determined that the director or officer is not entitled to indemnification.
The statute provides that it is not exclusive of other indemnification that
may be granted by a corporation's charter, by-laws, disinterested director
vote, stockholder vote, agreement or otherwise.

II - 1

<PAGE>

Each Registrant's By-Laws provide that any person made a party to or
threatened to be made a party to or otherwise involved in any action, suit or
proceeding by reason of the fact he or she is or was a director or officer of
the Registrant, or is or was a director, officer, employee or agent of any
other enterprise for which he or she served as such at the request of the
Registrant, shall be indemnified by the Registrant to the fullest extent
authorized by the DGCL against all expenses (including attorneys' fees)
reasonably incurred by such indemnitee (except, with limited exceptions, for
suits brought by the indemnitee unless authorized by the Board of Directors
of the Registrant). Such right of indemnification includes the right to be
paid, in advance, all expenses incurred in connection with the defense of a
proceeding (upon receipt of any required undertaking) and is a contract right
and shall not be deemed exclusive of any other rights to which such director
or officer may be entitled outside the indemnification provisions of said By-
Laws.

Section 102(b)(7) of the DGCL permits a corporation organized thereunder
to include in its certificate of incorporation a provision eliminating or
limiting, with certain exceptions, the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. The Certificate of Incorporation of each of
the Registrants eliminates the liability of directors to the full extent
permitted by the DGCL (as it exists or may be amended).

The foregoing statements are subject to the detailed provisions of
Section 145 and 102(b)(7) of the DGCL, Article VIII of Collins & Aikman
Corporation's By-Laws and Article Eighth of its Restated Certificate of
Incorporation and Article VIII of Collins & Aikman Products Co.'s By-Laws and
Article Eight, of its Certificate of Incorporation, as applicable.

C&A Co. has insurance coverage under policies issued to it (which
policies also cover the Company) for losses by any person who is or hereafter
may be a director or officer of C&A Co. arising from claims against that
person for any wrongful act (subject to certain exceptions) in his or her
capacity as a director or officer of C&A Co. or any of its subsidiaries,
including the Company. The policies also provide for reimbursement to C&A
Co. or its subsidiaries for indemnification given by them pursuant to common
or statutory law or the Certificate of Incorporation or the By-Laws to any
such person arising from any such claims. The policies' present coverage is
limited to a maximum of $50 million for claims made in a single year and
there is a deductible of $1 million.

Item 16. Exhibits

(1) - Proposed form of Debt Securities Underwriting Agreement.
(4.1) - Form of Senior Indenture.
(4.2) - Form of Subordinated Indenture.
(5) - Opinion of Cravath, Swaine & Moore.
(12) - Statement regarding the computation of the ratio of earnings
to fixed charges.
(23.1) - Consent of Arthur Andersen LLP, Independent Public
Accountants.
(23.2) - Consent of Counsel (included in Exhibit (5)).
(24) - Powers of Attorney (Set Forth on Signature Pages).
(25) - Statement of Eligibility and Qualification on Form T-l of
Trustee (bound separately).*
*To be filed.

II - 2

<PAGE>

Item 17. Undertakings

A. Undertaking Pursuant to Rule 415

The undersigned Registrants hereby undertake:

(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section lO(a)(3) of the
Securities Act of 1933 (the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by one of the
Registrants pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the Registration Statement;

(b) that, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference

The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of Collins &
Aikman Corporation's annual report pursuant to Section 13(a) or Section l5(d)

II - 3

<PAGE>

of the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

C. Undertaking in Respect of Indemnification

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions described in Item 15 above, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by either of the Registrants of expenses incurred or paid by
a director, officer or controlling person of such Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
officer, director or controlling person in connection with the securities
being registered, the Registrants will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether or not such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

D. Undertaking in Respect of Rule 430A

The undersigned Registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

E. Undertaking in Respect of Qualification of Trust Indentures Under the
Trust Indenture Act of 1939 for Delayed Offerings

The undersigned Registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act.

II - 4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
September 12, 1995.

COLLINS & AIKMAN PRODUCTS CO.

By /s/ J. Michael Stepp
Name: J. Michael Stepp
Title: Executive Vice President
and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Thomas E. Hannah, David A. Stockman and
Randall J. Weisenburger, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all
amendments (including post-effective amendments and amendments thereto) to
this Registration Statement on Form S-3 of Collins & Aikman Products Co., and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as he might or could do in person thereby ratifying
and confirming all that said attorneys-in-fact and agents or either of them,
or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the dates indicated by the
following persons in the capacities indicated.

Signature Title Date

/s/ Thomas E. Hannah Director, President and September 12, 1995
(Thomas E. Hannah) Chief Executive Officer
(Principal Executive Officer)

II - 5

<PAGE>

Signature Title Date

/s/ J. Michael Stepp Executive Vice President September 12, 1995
(J. Michael Stepp) and Chief Financial Officer
(Principal Financial Officer)

/s/ Anthony Hardick Vice President and September 12, 1995
(Anthony Hardick) Controller
(Principal Accounting Officer)

/s/ David A. Stockman Co-Chairman of the Board September 12, 1995
(David A. Stockman) of Directors

/s/ Randall J. Weisenburger Co-Chairman of the Board September 12, 1995
(Randall J. Weisenburger) of Directors

SIGNATURES

COLLINS & AIKMAN CORPORATION

By /s/ J. Michael Stepp
Name: J. Michael Stepp
Title: Executive Vice President
and Chief Financial Officer

POWER OF ATTORNEY

II - 6

<PAGE>

this Registration Statement on Form S-3 of Collins & Aikman Corporation, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as he might or could do in person thereby ratifying
and confirming all that said attorneys-in-fact and agents or either of them,
or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the dates indicated by the
following persons in the capacities indicated.

Signature Title Date

/s/ Thomas E. Hannah Director and Chief September 12, 1995
(Thomas E. Hannah) Executive Officer
(Principal Executive Officer)

/s/ J. Michael Stepp Executive Vice President September 12, 1995
(J. Michael Stepp) and Chief Financial Officer
(Principal Financial Officer)

/s/ Anthony Hardwick Vice President and September 12, 1995
(Anthony Hardwick) Controller
(Principal Accounting Officer)

/s/ David A. Stockman Co-Chairman of the Board September 12, 1995
(David A. Stockman) of Directors

/s/ Randall J. Weisenburger Co-Chairman of the Board September 12, 1995
(Randall J. Weisenburger) of Directors

/s/ Robert C. Clark
(Robert C. Clark) Director September 12, 1995

/s/ George L. Majoros, Jr.
(George L. Majoros, Jr.) Director September 12, 1995

II - 7

<PAGE>

Signature Title Date

/s/ James J. Mossman
(James J. Mossman) Director September 12, 1995

/s/ Warren B. Rudman
(Warren B. Rudman) Director September 12, 1995

/s/ Stephen A. Schwarzman
(Stephen A. Schwarzman) Director September 12, 1995

/s/ W. Townsend Ziebold. Jr.
(W. Townsend Ziebold, Jr.) Director September 12, 1995

II - 8

<PAGE>

Collins & Aikman Products Co.

UNDERWRITING AGREEMENT

New York, New York

To the Representatives named in Schedule I
hereto of the Underwriters named in
Schedule II hereto

Ladies and Gentlemen:

Collins & Aikman Products Co., a Delaware
corporation (the "Company"), proposes to sell to the
underwriters named in Schedule II hereto (the
"Underwriters"), for whom you (the "Representatives") are
acting as representatives, debt securities (the "Debt
Securities") of the Company to be unconditionally guaranteed
on either a senior or subordinated basis, as applicable,
(the "Guarantee") by Collins & Aikman Corporation, a
Delaware corporation (the "Guarantor"). The terms of such
sales, pursuant to this Agreement, are described in
Schedule I hereto. The Debt Securities and the Guarantees
to be issued or sold pursuant to this Agreement as set forth
in Schedule I hereto shall be referred to herein as the
"Securities". If the firm or firms listed in Schedule II
hereto include only the firm or firms listed in Schedule I
hereto, then the terms "Underwriters" and "Representatives",
as used herein, shall each be deemed to refer to such firm
or firms.

1. Representations and Warranties. The Company
and the Guarantor, jointly and severally, represent and
warrant to, and agree with, each Underwriter as set forth
below in this Section 1. Certain terms used in this Section
1 are defined in paragraph (c) hereof.

(a) If the offering of the Securities is a
Delayed Offering (as specified in Schedule I hereto),
paragraph (i) below is applicable and, if the offering
of the Securities is a Non-Delayed Offering (as so
specified), paragraph (ii) below is applicable.

(i) The Company and the Guarantor meet
the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and
have filed with the Securities and Exchange
Commission (the "Commission") a registration
statement (the file number of which is set
forth in Schedule I hereto) on such Form,
including a basic prospectus, for

<PAGE>

registration under the Act of the offering
and sale of the Securities. The Company and
the Guarantor may have filed one or more
amendments thereto, and may have used a
Preliminary Final Prospectus, each of which
has previously been furnished to you. Such
registration statement, as so amended, has
become effective. The offering of the
Securities is a Delayed Offering and,
although the Basic Prospectus may not include
all the information with respect to the
Securities and the offering thereof required
by the Act and the rules thereunder to be
included in the Final Prospectus, the Basic
Prospectus is responsive to all the
disclosure requirements of the Act and the
rules and regulations thereunder as of the
Effective Date. The Company and the
Guarantor will next file with the Commission
pursuant to Rules 415, 424(b)(2) or (5) or
434 or a combination thereof a final
supplement to the form of prospectus included
in such registration statement relating to
the Securities and the offering thereof. As
filed, such final prospectus supplement shall
include all required information with respect
to the Securities and the offering thereof
and, except to the extent the Representatives
shall agree in writing to a modification,
shall be in all substantive respects in the
form furnished to you prior to the Execution
Time or, to the extent not completed at the
Execution Time, shall contain only such
specific additional information and other
changes (beyond that contained in the Basic
Prospectus and any Preliminary Final
Prospectus) as the Company has advised you,
prior to the Execution Time, will be included
or made therein. If the Rule 434 Delivery
Alternative is used, the Company and the
Guarantor will also file the Rule 434 Term
Sheet in accordance with Rule 434. As filed,
such Rule 434 Term Sheet shall contain all
the information required by Rule 434, and
except to the extent the Representatives
shall agree in writing to a modification,
shall be in all substantive respects in the
form furnished to you prior to the Execution
Time or, to the extent not completed at the
Execution Time, shall contain only such
specific additional information and other
changes (beyond that contained in the latest
Preliminary Prospectus) as the Company has
advised you, prior to the Execution Time,
will be included or made therein. Upon your
request, but not without your agreement, the
Company and the Guarantor will also file a
Rule 462(b) Registration Statement in
accordance with Rule 462(b).

<PAGE>

(ii) The Company and the Guarantor meet
the requirements for use of Form S-3 under
the Act and have filed with the Commission a
registration statement (the file number of
which is set forth in Schedule I hereto) on
such Form, including a basic prospectus, for
registration under the Act of the offering
and sale of the Securities. The Company and
the Guarantor may have filed one or more
amendments thereto, including a Preliminary
Final Prospectus, each of which has
previously been furnished to you. The
Company and the Guarantor will next file with
the Commission either (x) a final prospectus
supplement relating to the Securities in
accordance with Rules 430A and 424(b)(1) or
(4) and/or 434, or (y) prior to the
effectiveness of such registration statement,
an amendment to such registration statement,
including the form of final prospectus
supplement. In the case of clause (x), the
Company and the Guarantor have included in
such registration statement, as amended at
the Effective Date, all information (other
than Rule 430A Information and Rule 434
Information) required by the Act and the
rules thereunder to be included in the Final
Prospectus with respect to the Securities and
the offering thereof. As filed, such final
prospectus supplement or such amendment and
form of final prospectus supplement shall
contain all Rule 430A Information, together
with all other such required information,
with respect to the Securities and the
offering thereof and, except to the extent
the Representatives shall agree in writing to
a modification, shall be in all substantive
respects in the form furnished to you prior
to the Execution Time or, to the extent not
completed at the Execution Time, shall
contain only such specific additional
information and other changes (beyond that
contained in the Basic Prospectus and any
Preliminary Final Prospectus) as the Company
has advised you, prior to the Execution Time,
will be included or made therein. If the
Rule 434 Delivery Alternative is used, the
Company and the Guarantor will also file the
Rule 434 Term Sheet in accordance with
Rule 434. As filed, such Rule 434 Term Sheet
shall contain all the information required by
Rule 434, and except to the extent the
Representatives shall agree in writing to a
modification, shall be in all substantive
respects in the form furnished to you prior
to the Execution Time or, to the extent not
completed at the Execution Time, shall
contain only such specific additional
information and other

<PAGE>

changes (beyond that contained in the
latest Preliminary Prospectus) as the
Company has advised you, prior to the
Execution Time, will be included or made
therein. Upon your request, but not
without your agreement, the Company and
the Guarantor will also file a Rule 462(b)
Registration Statement in accordance with
Rule 462(b).

(b) On the Effective Date, the Registration
Statement did or will, and when the Final Prospectus
and any Rule 434 term sheet is first filed (if
required) in accordance with Rule 424(b) and on the
Closing Date, the Final Prospectus (and any supplement
thereto) will, comply in all material respects with the
applicable requirements of the Act, the Securities
Exchange Act of 1934 (the "Exchange Act") (with respect
to documents incorporated by reference in the
Registration Statement) and the Trust Indenture Act of
1939 (the "Trust Indenture Act") and the respective
rules thereunder; on the Effective Date, the
Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state
any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading; on the Effective Date and on the Closing
Date the Indenture, if applicable, did or will comply
in all material respects with the requirements of the
Trust Indenture Act and the rules thereunder; and, on
the Effective Date, the Final Prospectus, if not filed
pursuant to Rule 424(b), did not or will not, or on the
date of any filing pursuant to Rule 424(b) or Rule 434
and on the Closing Date, the Final Prospectus (together
with any supplement thereto) will not, include any
untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that
the Company and the Guarantor make no representations
or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the
Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity
with information furnished in writing to the Company by
or on behalf of any Underwriter through the
Representatives specifically for inclusion in the
Registration Statement or the Final Prospectus (or any
supplement thereto).

(c) If the Securities are to be listed on any
securities exchange, authorization therefor has been
given, subject to official notice of issuance and
evidence of satisfactory distribution, or the Company
and the Guarantor are filing or have filed a
preliminary listing application and all required
supporting

<PAGE>

documents with respect to the Securities with such
securities exchange and have no reason to believe
that the Securities will not be authorized for
listing, subject to official notice of issuance and
evidence of satisfactory distribution.

(d) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term
"Effective Date" shall mean each date that the
Registration Statement, any post-effective amendment or
amendments thereto or any Rule 462(b) Registration
Statement became or become effective and each date
after the date hereof on which a document incorporated
by reference in the Registration Statement is filed.
"Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties
hereto. "Basic Prospectus" shall mean the prospectus
referred to in paragraph (a) above contained in the
Registration Statement at the Effective Date including,
in the case of a Non-Delayed Offering, any Preliminary
Final Prospectus. "Preliminary Final Prospectus" shall
mean any preliminary prospectus supplement to the Basic
Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the
Final Prospectus. "Final Prospectus" shall mean the
prospectus supplement relating to the Securities that
is first filed pursuant to Rule 424(b) and any term
sheet pursuant to Rule 434 after the Execution Time,
together with the Basic Prospectus or, if, in the case
of a Non-Delayed Offering, no filing pursuant to Rule
424(b) is required, shall mean the form of final
prospectus relating to the Securities, including the
Basic Prospectus, included in the Registration
Statement at the Effective Date. If the Rule 434
Delivery Alternative is used, such term shall also
include the Basic Prospectus and the Rule 434 Term
Sheet, taken together. "Registration Statement" shall
mean the registration statement referred to in
paragraph (a) above, including incorporated documents,
exhibits and financial statements, as amended at the
Execution Time (or, if not effective at the Execution
Time, in the form in which it shall become effective)
and, in the event any post-effective amendment thereto
or any Rule 462(b) Registration Statement becomes
effective prior to the Closing Date (as hereinafter
defined), shall also mean such registration statement
as so amended. Such term shall include any Rule 430A
Information and Rule 434 Information deemed to be
included therein at the Effective Date as provided by
Rule 430A and Rule 434, respectively. "Rule 415",
"Rule 424", "Rule 430A", "Rule 434", "Rule 462(b)" and
"Regulation S-K" refer to such rules or regulation
under the Act. "Rule 430A Information" means
information with respect to the Securities and the
offering thereof permitted to be omitted from the
Registration Statement when it becomes effective
pursuant to Rule 430A. "Rule 434 Delivery Alternative"
shall mean the delivery alternative permitted by
Rule 434. "Rule 434 Information" shall mean any
information to be

<PAGE>

included in a Rule 434 Term Sheet. "Rule 434 Term
Sheet" shall mean the term sheet or abbreviated term
sheet delivered by the Underwriters to investors and
filed by the Company and the Guarantor with the
Commission pursuant to Rule 434. "Rule 462(b)
Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant
to Rule 462(b) relating to the offering covered by
the initial Registration Statement (file number ).
Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents
incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Exchange
Act on or before the Effective Date of the
Registration Statement or the issue date of the
Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment"
or "supplement" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the filing of any
document under the Exchange Act after the Effective
Date of the Registration Statement or the issue date
of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may
be, deemed to be incorporated therein by reference.
A "Non-Delayed Offering" shall mean an offering of
securities which is intended to commence promptly
after the effective date of a registration
statement, with the result that, pursuant to Rules
415 and 430A, all information (other than Rule 430A
Information) with respect to the securities so
offered must be included in such registration
statement at the effective date thereof. A "Delayed
Offering" shall mean an offering of securities
pursuant to Rule 415 which does not commence
promptly after the effective date of a registration
statement, with the result that only information
required pursuant to Rule 415 need be included in
such registration statement at the effective date
thereof with respect to the securities so offered.
Whether the offering of the Securities is a
Non-Delayed Offering or a Delayed Offering shall be
set forth in Schedule I hereto.

2. Purchase and Sale. (a) Subject to the terms
and conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto, the principal amount
of Debt Securities set forth opposite such Underwriter's
name in Schedule II hereto, except that if Schedule I hereto
provides for the sale of such Debt Securities pursuant to
delayed delivery arrangements, the respective principal
amount of such Debt Securities to be purchased by the
Underwriters shall be as set forth in Schedule II hereto
less the respective amount of Contract Securities determined
as

<PAGE>

provided below. Securities to be purchased by the
Underwriters are herein sometimes called the
"Underwriters' Securities" and Securities to be purchased
pursuant to Delayed Delivery Contracts as hereinafter
provided are herein called "Contract Securities".

(b) If so provided in Schedule I hereto, the
Underwriters are authorized to solicit offers to purchase
Debt Securities from the Company pursuant to delayed
delivery contracts ("Delayed Delivery Contracts"),
substantially in the form of Schedule III hereto but with
such changes therein as the Company may authorize or
approve. The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will
pay to the Representatives, for the account of the
Underwriters, on the Closing Date, the percentage set forth
in Schedule I hereto of the principal amount of the Debt
Securities for which such Delayed Delivery Contracts are
made. Delayed Delivery Contracts are to be with
institutional investors, including commercial and savings
banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. The
Company and the Guarantor will enter into Delayed Delivery
Contracts in all cases where such sales of Contract
Securities arranged by the Underwriters have been approved
by the Company but, except as the Company may otherwise
agree, each such Delayed Delivery Contract must be for not
less than the minimum principal amount set forth in Schedule
I hereto and the aggregate principal amount set forth in
Schedule I hereto and the aggregate principle amount of
Contract Securities may not exceed the maximum aggregate
principal amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of
the validity or performance of Delayed Delivery Contracts.
The principal amount of Debt Securities to be purchased by
each Underwriter as set forth in Schedule II hereto shall be
reduced by an amount which shall bear the same proportion to
the total principal amount of Contract Securities as the
principal amount of Debt Securities set forth opposite the
name of such Underwriter bears to the aggregate principal
amount set forth in Schedule II hereto, except to the extent
that you determine that such reduction shall be otherwise
than in such proportion and so advise the Company in
writing; provided, however, that the total principal amount
of Debt Securities to be purchased by all Underwriters shall
be the aggregate principal amount set forth in Schedule II
hereto less the aggregate principal amount of Contract
Securities.

3. Delivery and Payment. Delivery of and payment
for the Underwriters' Securities shall be made on the date
and at the time specified in Schedule I hereto (or such
later date not later than five business days after such
specified date as the Representatives shall designate),
which date and time may be postponed by agreement between
the Representatives and the Company or as provided in
Section 8 hereof (such date and time of delivery and payment
for the Underwriters'

<PAGE>

Securities being herein called the "Closing Date").
Delivery of the Underwriters' Securities shall be made to
the Representatives for the respective accounts of the
several Underwriters against payment by the several
Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by
certified or official bank check or checks drawn on or by
a New York Clearing House bank and payable in next day
funds or as otherwise may be agreed as set forth on
Schedule I hereto. Delivery of the Underwriters'
Securities shall be made at such location as the
Representatives shall reasonably designate at least one
business day in advance of the Closing Date and payment
for the Debt Securities shall be made at the office
specified in Schedule I hereto. Certificates for the
Underwriters' Securities shall be registered in such
names and in such denominations as the Representatives
may request not less than three full business days in
advance of the Closing Date.

The Company and the Guarantor agree to have the
Underwriters' Securities available for inspection, checking
and packaging by the Representatives in New York, New York,
not later than 1:00 PM on the business day prior to the
Closing Date.

4. Agreements. The Company and the Guarantor,
jointly and severally, agree with the several Underwriters
that:

(a) The Company and the Guarantor will use their
best efforts to cause the Registration Statement, if
not effective at the Execution Time, and any amendment
thereto, to become effective. Prior to the termination
of the offering of the Securities, the Company and the
Guarantor will not file any amendment to the
Registration Statement or supplement (including the
Final Prospectus or any Preliminary Final Prospectus)
to the Basic Prospectus unless the Company and the
Guarantor have furnished you a copy for your review
prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, the Company and the
Guarantor will cause the Final Prospectus, properly
completed, and any supplement thereto to be filed with
the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will
provide evidence satisfactory to the Representatives of
such timely filing. The Company and the Guarantor will
promptly advise the Representatives (i) when the
Registration Statement, if not effective at the
Execution Time, and any amendment thereto, shall have
become effective, (ii) when the Final Prospectus, and
any supplement thereto, shall have been filed with the
Commission pursuant to Rule 424(b), (iii) when, prior
to termination of the offering of the Securities, any
amendment to the Registration Statement shall have been
filed or become effective, (iv) of any request by the
Commission at

<PAGE>

any time when a prospectus relating to the
Securities is required to be delivered under the Act
for any amendment of the Registration Statement or
supplement to the Final Prospectus or for any
additional information, (v) of the issuance by the
Commission at any time when a prospectus relating to
the Securities is required to be delivered under the
Act of any stop order suspending the effectiveness
of the Registration Statement or the institution or
threatened institution of any proceeding for that
purpose and (vi) of the receipt by the Company or
the Guarantor of any notification with respect to
the suspension of the qualification of the
Securities for sale in any jurisdiction or the
initiation or threatened initiation of any
proceeding for such purpose. The Company and the
Guarantor will use their best efforts to prevent the
issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.

(b) At any time when a prospectus relating to the
Securities is required to be delivered under the Act,
if any event occurs as a result of which the Final
Prospectus as then supplemented would include any
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, or if it shall be
necessary to amend the Registration Statement or
supplement the Final Prospectus to comply with the Act
or the Exchange Act or the respective rules thereunder,
the Company and the Guarantor promptly will (i) prepare
and file with the Commission, subject to the second
sentence of paragraph (a) of this Section 4, an
amendment or supplement which will correct such
statement or omission or effect such compliance and
(ii) supply any supplemented Prospectus to you in such
quantities as you may reasonably request.

(c) As soon as practicable, but not later than
the Availability Date, the Company and the Guarantor
will make generally available to its security holders
and to the Representatives an earnings statement or
statements of the Guarantor and its subsidiaries which
will satisfy the provisions of Section 11(a) of the Act
and Rule 158 under the Act. For purposes of the
preceding sentence, "Availability Date" means the 45th
day after the end of the fourth fiscal quarter
following the fiscal quarter that includes the
Effective Date, except that, if such fourth fiscal
quarter is the last quarter of the Guarantor's fiscal
year, "Availability Date" means the 90th day after the
end of such fourth fiscal quarter.

(d) The Company and the Guarantor will furnish to
the Representatives and counsel for the Underwriters,
without charge, copies of the Registration

<PAGE>

Statement (including exhibits thereto) and, so long
as delivery of a prospectus by an Underwriter or
dealer may be required by the Act, as many copies of
any Preliminary Final Prospectus and the Final
Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company
and the Guarantor will pay the expenses of printing
or other production of all documents relating to the
offering.

(e) The Company and the Guarantor will arrange
for the qualification of the Securities offered by the
Company and the Guarantor for sale under the laws of
such jurisdictions as the Representatives may
designate, will maintain such qualifications in effect
so long as required for the distribution of the
Securities (except that in no event will the Company or
the Guarantor be required in connection therewith to
qualify as a foreign corporation or to execute a
general consent to service of process), will arrange
for the determination of the legality of the Securities
for purchase by institutional investors, and will pay
the fee of the National Association of Securities
Dealers, Inc., in connection with its review, if any,
of the offering.

(f) The Company and the Guarantor confirm as of
the date hereof that they are in compliance with all
provisions of Section 1 of Laws of Florida, Chapter 92-
198, An Act Relating to Disclosure of Doing Business
with Cuba, and the Company and the Guarantor further
agree that if they commence engaging in business with
the government of Cuba or with any person or affiliate
located in Cuba after the date the Registration
Statement becomes or has become effective with the
Commission or with the Florida Department of Banking
and Finance (the "Department"), whichever date is
later, or if the information reported in the
Prospectus, if any, concerning the Company's or the
Guarantor's business with Cuba or with any person or
affiliate located in Cuba changes in any material way,
the Company will provide the Department notice of such
business or change, as appropriate, in a form
acceptable to the Department.

(g) The Company and the Guarantor also agree to
comply with such other covenants as may be set forth on
Schedule I hereto.

5. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to
purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the
part of the Company and the Guarantor contained herein as of
the Execution Time and the Closing Date, to the accuracy of
the statements of the Company and the Guarantor made in any
certificates

<PAGE>

pursuant to the provisions hereof, to the performance by
the Company and the Guarantor of their obligations
hereunder and to the following additional conditions:

(a) If the Registration Statement has not become
effective prior to the Execution Time, unless the
Representatives agree in writing to a later time, the
Registration Statement will become effective not later
than (i) 6:00 PM New York City time, on the date of
determination of the public offering price, if such
determination occurred at or prior to 3:00 PM New York
City time on such date or (ii) 12:00 Noon on the
business day following the day on which the public
offering price was determined, if such determination
occurred after 3:00 PM New York City time on such date;
if filing of the Final Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Final
Prospectus, and any such supplement, shall have been
filed in the manner and within the time period required
by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall
have been instituted or threatened.

(b) (1) The Company and the Guarantor shall have
furnished to the Representatives the opinion of
Elizabeth R. Philipp, Esq., Executive Vice President,
General Counsel and Secretary of the Guarantor, dated
the Closing Date and to the effect that:

(i) each of the Company, the Guarantor and
each of their significant subsidiaries has been
duly incorporated and is validly existing and in
good standing under the laws of the jurisdiction
in which it is chartered or organized, with full
corporate power and authority to own its
properties and conduct its business as described
in the Final Prospectus;

(ii) each of the Company and the Guarantor
is duly qualified to do business as a foreign
corporation and in good standing under the laws of
each jurisdiction which requires such
qualification wherein it owns or leases material
properties or conducts material business and where
its failure to so qualify would have a material
adverse effect on either the Company or the
Guarantor;

(iii) all the outstanding shares of capital
stock of the Company, the Guarantor and each of
their significant subsidiaries have been duly and
validly authorized and issued and are fully paid
and nonassessable, and all outstanding shares of
capital stock of each of the subsidiaries of the
Company and the Guarantor are owned by the Company
or the

<PAGE>

Guarantor, as applicable, either directly
or through wholly owned subsidiaries free and
clear of all liens, encumbrances, equities or
claims other than those arising under a Credit
Agreement, dated as of June 22, 1994, as amended,
among the Company, WCA Canada Inc., the Guarantor,
Chemical Bank and other banks named therein;

(iv) (A) the Guarantor's authorized equity
capitalization is as set forth in the Final
Prospectus; and (B) the Securities conform in all
material respects to the description thereof
contained in the Final Prospectus;

(v) (A) the indenture governing the
Securities (the "Indenture") has been duly
authorized, executed and delivered by the Company
and the Guarantor; (B) the Indenture constitutes a
legal, valid and binding instrument enforceable
against the Company and the Guarantor in
accordance with its terms (subject to applicable
bankruptcy, reorganization, insolvency, fraudulent
transfer, moratorium or other laws now or
hereafter in effect relating to creditors' rights
generally, and subject as of enforceability, to
general principles of equity, regardless of
whether such enforceability is considered in a
proceeding at law or in equity); and (C) the Debt
Securities have been duly authorized and, when
executed and authenticated in accordance with the
provisions of the Indenture and delivered to and
paid for by the Underwriters pursuant to this
Agreement, in the case of the Underwriters'
Securities, or by the purchasers thereof pursuant
to Delayed Delivery Contracts, in the case of any
Contract Securities, will constitute legal, valid
and binding obligations of the Company and the
Guarantor entitled to the benefits of the
Indenture and enforceable against the Company and
the Guarantor in accordance with their terms
(subject to applicable bankruptcy, reorganization,
insolvency, fraudulent transfer, moratorium or
other laws now or hereafter in effect relating to
creditors rights generally, and subject as to
enforceability, to general principals of equity,
regardless of whether such enforceabiltiy is
considered in a proceeding at law or in equity);

(vi) (A) to such counsel's knowledge, there
is no pending or threatened suit or proceeding
before any court, Governmental Authority or
arbitrator involving the Company, the Guarantor or
any of their subsidiaries, of a character required
to be disclosed in the Registration Statement
which is not disclosed in the Final Prospectus;
(B) such counsel has no reason to believe that any
franchise, contract or other

<PAGE>

document of a character required to be
described in the Registration Statement or
Final Prospectus, or to be filed as an exhibit
to the Registration Statement, is not described
or filed as required; and (C) the statements
included or incorporated in the Final
Prospectus describing any legal proceedings or
material contracts or agreements relating to
the Company, the Guarantor and their
subsidiaries fairly summarize such matters;

(vii) this Agreement and any Delayed
Delivery Contracts have been duly authorized,
executed and delivered by the Company and the
Guarantor;

(viii) any Delayed Delivery Contracts are
legal, valid and binding agreements of the Company
and the Guarantor enforceable in accordance with
their terms (subject to applicable bankruptcy,
reorganization, insolvency, fraudulent transfer,
moratorium or other laws now or hereafter in
effect relating to creditors' rights generally,
and subject as to enforceability, to general
principles of equity, regardless of whether such
enforceability is considered in a proceeding at
law or in equity);

(ix) none of the execution and delivery of
the Indenture, the issue and sale of the
Securities, the consummation of any other of the
transactions contemplated herein or therein or the
fulfillment of the terms hereof or thereof or of
any Delayed Delivery Contracts will conflict with,
result in a breach or violation of, or constitute
a default under (A) Applicable Laws, (B) the
Certificate of Incorporation or by-laws of the
Company or the Guarantor; (C) the material terms
of any material indenture or other material
agreement or instrument known to such counsel and
to which the Company, the Guarantor or any of
their subsidiaries is a party or bound or (D) any
judgment, order or decree known to such counsel to
be applicable to the Company, the Guarantor or any
of their subsidiaries of any court, arbitrator or
governmental authority having jurisdiction over
the Company, the Guarantor or any of their
subsidiaries, except for any default or defaults
which individually or in the aggregate do not have
a material adverse effect on the Company or the
Guarantor;

(x) the Company and the Guarantor are not
"investment companies" within the meaning of the
Investment Company Act;

<PAGE>

(xi) there are no contracts or instruments
known to such counsel between the Company or the
Guarantor and any person granting such person the
right to require the Company or the Guarantor to
include any securities held by such person in the
securities registered pursuant to the Registration
statement; and no holders of securities of the
Company or the Guarantor have rights to the
registration of such securities under the
Registration Statement; and

(xii) such other legal opinions with respect
to the Securities as are set forth on Schedule I
hereto.

(2) The Company and the Guarantor also shall have
furnished to the Representatives the opinion of
Cravath, Swaine & Moore, counsel to the Company and the
Guarantor, dated the Closing Date, to the same effect
as that described in the preceding paragraph (b) (1) of
this section, except for subparagraphs (ii), (iii),
(vi), (viii), (ix) (A), (ix) (C), (ix) (D), (x), and
(xi), and to the effect that:

(i) the Indenture has been qualified under
the Trust Indenture Act;

(ii) to the extent that the descriptions
contained in the Final Prospectus under the
heading "Taxation", if any, constitute summaries
of provisions of law, such descriptions fairly
summarize the provisions described therein; and

(iii) based on such counsel's review of
Applicable Laws, no consent, approval,
authorization or order of any court or
Governmental Authority is required for the
consummation of the transactions contemplated
herein or in any Delayed Delivery Contracts,
except such as have been obtained under the Act
or, in the event an application is made to list
the Securities on any exchange or automated
quotation system, the Exchange Act, and such as
may be required under the blue sky laws of any
jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters
and such other approvals (specified in such
opinion) as have been obtained.

Each such counsel shall state that the
Registration Statement has become effective under the
Act; any required filing of the Basic Prospectus, any
Preliminary Final Prospectus and the Final Prospectus,
and any supplement thereto, pursuant to Rule 424(b) or
Rule 434 has been made in the

<PAGE>

manner and within the time period required by Rule
424(b) or Rule 434; to the best knowledge of such
counsel, no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or
threatened.

Each such counsel shall also state that they have
no reason to believe that at the Effective Date the
Registration Statement contained an untrue statement of
a material fact or omitted to state a material fact
necessary in order to make the statements therein, in
the light of the circumstances under which they were
made, not misleading or that the Final Prospectus
includes an untrue statement of a material fact or
omits to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made, not
misleading and the Registration Statement and the Final
Prospectus as amended or supplemented, and any further
amendments and supplements thereto made by the Company
or the Guarantor prior to the Closing Date (other than
the financial statements, including the notes thereto
and related schedules, and other financial data and
accounting information contained therein, as to which
such counsel need express no opinion), appeared on
their face to be appropriately responsive in all
material respects to the requirements of the Act and
the rules and regulations thereunder. The opinion of
Elizabeth R. Phillipp, Esq., shall also state that the
documents incorporated by reference in the Final
Prospectus as amended or supplemented (other than the
financial statements, including the notes thereto, and
related schedules and other financial data and
accounting information contained therein, as to which
such counsel need express no opinion), when they became
effective or were filed with the Commission, as the
case may be, complied as to form in all material
respects with the requirements of the Act or the
Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder.

The term "Applicable Laws" shall mean the Delaware
General Corporation law and those laws, rules and
regulations of the United States of America and the
State of New York, in each case, which are currently in
effect and typically applicable to transactions of the
type contemplated by this Agreement. The term
"Governmental Authority" shall mean any executive,
legislative, judicial, administrative or regulatory
body of the States of New York or Delaware or the
United States of America.

In rendering such opinion, such counsel may rely
(A) as to matters involving the application of laws of
any jurisdiction other than the State of Delaware, the
State of New York or the United States, to the extent
they deem proper and specified in such opinion, upon
the opinion of other counsel of

<PAGE>

good standing whom they believe to be reliable and
who are reasonably satisfactory to counsel for the
Underwriters and (B) as to matters of fact, to the
extent they deem proper, on certificates of
responsible officers of the Company and the
Guarantor and public officials. References to the
Final Prospectus in this paragraph (b) include any
supplements thereto at the Closing Date.

(c) The Representatives shall have received from
Jones, Day, Reavis & Pogue, counsel for the
Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the issuance and sale of
the Securities, the Indenture, any Delayed Delivery
Contracts, the Registration Statement, the Final
Prospectus (together with any supplement thereto) and
other related matters as the Representatives may
reasonably require, and the Company and the Guarantor
shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass
upon such matters.

(d) The Company and the Guarantor shall have
furnished to the Representatives a certificate of the
Company and the Guarantor, signed by the Chairman of
the Board or the President and the principal financial
or accounting officer of the Company and the Guarantor,
dated the Closing Date, to the effect that the signers
of such certificates have carefully examined the
Registration Statement, the Final Prospectus, any
supplement to the Final Prospectus and this Agreement
and that:

(i) to such person's knowledge, the
representations and warranties of the Company and
the Guarantor, as applicable, in this Agreement
are true and correct in all material respects on
and as of the Closing Date with the same effect as
if made on the Closing Date and the Company and
the Guarantor, as applicable, have complied in all
material respects with all the agreements and
satisfied in all material respects all the
conditions on their part to be performed or
satisfied at or prior to the Closing Date;

(ii) no stop order suspending the
effectiveness of the Registration Statement has
been issued and no proceedings for that purpose
have been instituted or, to such person's
knowledge, threatened; and

(iii) since the date of the most recent
financial statements included in the Final
Prospectus (exclusive of any supplement thereto),
there has been no material adverse change in the
condition (financial or

<PAGE>

other), earnings, business or properties of the
Company, the Guarantor and their subsidiaries,
as applicable, whether or not arising from
transactions in the ordinary course
of business, except as set forth in or
contemplated in the Final Prospectus (exclusive of
any supplement thereto).

(e) At the Closing Date, Arthur Anderson LLP
shall have furnished to the Representatives a letter or
letters (which may refer to letters previously
delivered to one or more of the Representatives), dated
as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that
they are independent accountants within the meaning of
the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder
and stating to the effect set forth in Exhibit A to
Schedule I hereto

References to the Final Prospectus in this
paragraph (e) and Exhibit A to Schedule I include any
supplement thereto at the date of the letter.

In addition, except as provided in Schedule I
hereto, at the Execution Time, Arthur Anderson LLP shall
have furnished to the Representatives a letter or letters,
dated as of the Execution Time, in form and substance
satisfactory to the Representatives, to the effect set forth
above.

(f) Subsequent to the Execution Time or, if
earlier, the dates as of which information is given in
the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any
supplement thereto), there shall not have been (i) any
change or decrease specified in the letter or letters
referred to in paragraph (e) of this Section 5 or (ii)
any change, or any development involving a prospective
change, in or affecting the business or properties of
the Company, the Guarantor and their subsidiaries the
effect of which, in any case referred to in clause (i)
or (ii) above, is, in the reasonable judgment of the
Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering
or delivery of the Securities as contemplated by the
Registration Statement (exclusive of any amendment
thereto) and the Final Prospectus (exclusive of any
supplement thereto).

(g) On or after the Execution Time, (i) no
downgrading shall have occurred in the rating accorded
the Company's or the Guarantor's debt securities or
preferred stock by any "nationally recognized
statistical rating organization", as that term is
defined by the Commission for purposes of
Rule 438(g)(2) under the Act, and (ii) no such
organization shall have publicly

<PAGE>

announced that it has under surveillance or review,
with possible negative implications, its rating of
any of the Company's or the Guarantor's debt
securities or preferred stock.

(h) Prior to the Closing Date, the Company and
the Guarantor shall have furnished to the
Representatives such further legal opinions,
information, certificates and documents as the
Representatives may reasonably request.

(i) The Company and the Guarantor shall have
accepted Delayed Delivery Contracts in any case where
sales of Contract Securities arranged by the
Underwriters have been approved by the Company and the
Guarantor.

(j) The Company and the Guarantor also agree to
comply with such other conditions as may be set forth
on Schedule I hereto.

If any of the conditions specified in this
Section 5 shall not have been fulfilled in all material
respects when and as provided in this Agreement, or if any
of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to
the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.

The documents required to be delivered by this
Section 5 shall be delivered at the office of Jones, Day,
Reavis & Pogue, counsel for the Underwriters, at 599
Lexington Avenue, New York, New York, on the Closing Date.

6. Reimbursement of Underwriters' Expenses. If
the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or
because of any refusal, inability or failure on the part of
the Company or the Guarantor to perform any agreement herein
or comply with any provision hereof other than by reason of
a default by any of the Underwriters, the Company and the
Guarantor, jointly and severally, will reimburse the
Underwriters severally through the Representatives upon
demand for all out-of-pocket expenses (including reasonable
fees and disbursements of one Underwriter's counsel)
approved by the Representatives that shall have been
incurred by them in connection with the proposed purchase
and sale of the Securities.

<PAGE>

7. Indemnification and Contribution. (a) Each
of the Company and the Guarantor, jointly and severally,
agree to indemnify and hold harmless each Underwriter, the
directors, officers, employees and agents of each
Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration
statement for the registration of the Securities as
originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company
and the Guarantor will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by or
on behalf of any Underwriter through the Representatives
specifically for inclusion therein, and (ii) such indemnity
with respect to any untrue statement or omission of a
material fact made in any Preliminary Final Prospectus shall
not inure to the benefit of any Underwriter (or any of the
directors, officers, employees and agents of such
underwriter or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject
thereof if such person did not receive a copy of the Final
Prospectus (or the Final Prospectus as supplemented),
excluding documents incorporated therein by reference, at or
prior to the confirmation of the sale of such Securities to
such person in any case where such delivery is required by
the Act and the untrue statement or omission of a material
fact contained in such Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus
as supplemented). This indemnity agreement will be in
addition to any liability which the Company or the Guarantor
may otherwise have.

(b) Each Underwriter severally agrees to
indemnify and hold harmless the Company, the Guarantor, each
of their directors, each of their officers who signs the
Registration Statement, and each person who controls the
Company or the Guarantor within the meaning of either the
Act or the Exchange Act, to the same

<PAGE>

extent as the foregoing indemnity from the Company and
the Guarantor to each Underwriter, but only with
reference to written information relating to such
Underwriter furnished to the Company or the Guarantor by
or on behalf of such Underwriter through the
Representatives specifically for inclusion in the
documents referred to in the foregoing indemnity, and
agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or
defending any such action or claim. This indemnity
agreement will be in addition to any liability which any
Underwriter may otherwise have. The Company and the
Guarantor acknowledge that the statements set forth in
the last paragraph of the cover page, under the heading
"Underwriting" or "Plan of Distribution" and, if Schedule
I hereto provides for sales of Securities pursuant to
delayed delivery arrangements, in the last sentence under
the heading "Delayed Delivery Arrangements" in any
Preliminary Final Prospectus or the Final Prospectus
constitute the only information furnished in writing by
or on behalf of the several Underwriters for inclusion in
the documents referred to in the foregoing indemnity, and
you, as the Representatives, confirm that such statements
are correct.

(c) Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of
any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the failure so to
notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of
the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for
which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for
the fees and expenses of any separate counsel retained by
the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory
to the indemnified party. Notwithstanding the indemnifying
party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local
counsel), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably
concluded that there may be legal defenses

<PAGE>

available to it and/or other indemnified parties which
are different from or additional to those available to
the indemnifying party, (iii) the indemnifying party
shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party
within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written
consent of the indemnified parties, 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. An indemnifying party
shall not be liable under this Section 7 to any
indemnified party regarding any settlement or compromise
or consent to the entry of any judgement 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 is consented to by such indemnifying party,
which consent shall not be unreasonably withheld.

(d) In the event that the indemnity provided in
paragraph (a) or (b) of this Section 7 is unavailable to or
insufficient to hold harmless an indemnified party for any
reason, the Company and the Guarantor and the Underwriters
agree to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or
defending the same) (collectively "Losses") to which the
Company and the Guarantor, on one hand, and one or more of
the Underwriters, on the other hand, may be subject in such
proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantor, on one
hand, and by the Underwriters, on the other hand, from the
offering of the Securities; provided, however, that in no
such case shall any Underwriter (except as may be provided
in any agreement among underwriters relating to the offering
of the Securities) be responsible for any amount in excess
of the underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder. If the
allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Guarantor,
on the one hand, and the Underwriters, on the other hand,
shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the
relative fault of the Company and the Guarantor, on the one
hand, and of the Underwriters, on the other hand, in
connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable
considerations. Benefits received by the

<PAGE>

Company and the Guarantor shall be deemed to be equal to
the total net proceeds from the offering (before
deducting expenses), and benefits received by the
Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as
set forth on the cover page of the Final Prospectus.
Relative fault 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 on the one hand or the
Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The
Company and the Guarantor and the Underwriters agree that
it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of
allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the
provisions of this paragraph (d), 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. For purposes of this
Section 7, each person who controls an Underwriter within
the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as
such Underwriter, and each person who controls the
Company or the Guarantor within the meaning of either the
Act or the Exchange Act, each officer of the Company or
the Guarantor who shall have signed the Registration
Statement and each director of the Company or the
Guarantor shall have the same rights to contribution as
the Company and the Guarantor, subject in each case to
the applicable terms and conditions of this paragraph
(d).

8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Debt Securities agreed to be purchased by such Underwriter
or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Debt Securities
set forth opposite their names in Schedule II hereto bears
to the aggregate principal amount of Debt Securities set
forth opposite the names of all the remaining Underwriters)
the Debt Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate principal
amount of Debt Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase shall exceed
10% of the aggregate principal amount of Debt Securities set
forth in Schedule II hereto, the remaining Underwriters
shall have the right to purchase all, but shall not be under
any obligation to purchase any, of the Debt Securities, and
if such nondefaulting Underwriters do not purchase all the
Debt Securities, this Agreement will terminate without
liability to any nondefaulting

<PAGE>

Underwriter, the Company or the Guarantor. In the event of
a default by any Underwriter as set forth in this Section 8,
the Closing Date shall be postponed for such period, not
exceeding seven days, as the Representatives shall determine
in order that the required changes in the Registration
Statement and the Final Prospectus or in any other documents
or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company, the Guarantor and any
nondefaulting Underwriter for damages occasioned by its default
hereunder.

9. Termination. This Agreement shall be subject
to termination in the absolute discretion of the
Representatives, by notice given to the Company prior to
delivery of and payment for the Securities, if prior to such
time (i) trading in the Guarantor's securities shall have
been suspended by the Commission or the New York Stock
Exchange or trading in securities generally on the New York
Stock Exchange shall have been suspended or limited or
minimum prices shall have been established on such Exchange,
(ii) a banking moratorium shall have been declared either by
Federal or New York State authorities or (iii) there shall
have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or
war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the reasonable
judgment of the Representatives, impracticable or
inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Final Prospectus
(exclusive of any supplement thereto).

10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company, the
Guarantor or their officers and of the Underwriters set
forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made
by or on behalf of any Underwriter or the Company, the
Guarantor or any of the officers, directors or controlling
persons referred to in Section 7 hereof, and will survive
delivery of and payment for the Securities. The provisions
of Sections 6 and 7 hereof shall survive the termination or
cancellation of this Agreement.

11. Notices. All communications hereunder will
be in writing and effective only on receipt, and, if sent to
the Representatives, will be mailed, delivered or
telegraphed and confirmed to them, at the address specified
in Schedule I hereto; or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at [701
McCullough Drive, Charlotte, North Carolina 28262],
attention of the [ ].

<PAGE>

12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.

13. Applicable Law. This Agreement will be
governed by and construed in accordance with the laws of the
State of New York without reference to principles of
conflicts of laws.

<PAGE>

If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among
the Company, the Guarantor and the several Underwriters.

Very truly yours,

Collins & Aikman Products Co.,

By:...................................
Name:
Title:

Collins & Aikman Corporation,

By:...................................
Name:
Title:

The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

By: [ ],

By: ....................................
Name:
Title:

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

<PAGE>

SCHEDULE I

Debt Securities

Underwriting Agreement dated

Registration Statement No. 33-

Representatives:

Title of Securities:

Principal Amount:

Overallotment
option:

Interest Rate:

Purchase Price and
Currency:

Offering Price:

Interest Payment
Dates:

Subordination
Provisions:

Optional Redemption:

Sinking Fund
Provisions:

Delayed Delivery:

Closing Date and
Time:

Method of Payment of Underwriters' Securities:

Other provisions of
or Amendments to
Underwriting
Agreement:

<PAGE>

Additional Covenants
Pursuant to Section 4(g):

Section 4(g) Covenants: Listing upon notice of issuance on
any national securities exchange or automated quotation
system:

Section 5(h) provisions, if any:

Additional Covenants
Pursuant to Section 5:

[At or prior to the Closing Date, the Indenture dated
as of the Closing Date, between the Company, the
Guarantor and [ ], as Trustee, in form and
substance satisfactory to the Underwriters, shall have
been executed and delivered by the parties thereto and
shall be in full force and effect.]

[Underwriters' commission shall be __% of the principal
amount of Designated Securities for which Delayed Delivery
Contracts have been entered into and the check given in
payment of such commission shall be drawn to the order of
_____________]

[Maximum aggregate principal amount of Designated Securities
to be offered and sold pursuant to Delayed Delivery
Contracts: [$]_______________]

[Minimum principal amount of each Delayed Delivery Contract:
[$]______________]

<PAGE>

EXHIBIT A TO SCHEDULE I

In the letter or letters furnished to the
Representatives pursuant to Section 5(e), Arthur Anderson
LLP shall, subject to such limitations and qualifications as
are required by applicable accounting rules and standards
including, without limitation, the Statement on Auditing
Standards Number 72, state in effect that:

(i) in their opinion the audited financial statements
and financial statement schedules and any pro forma
financial statements of the Guarantor and its
subsidiaries included or incorporated in the Registration
Statement and the Final Prospectus and reported on by
them comply in form in all material respects with the
applicable accounting requirements of the Act and the
Exchange Act and the related published rules and
regulations;

(ii) on the basis of a reading of the latest unaudited
financial statements made available by the Guarantor and
its subsidiaries; a reading of the minutes of the
meetings of the stockholders, directors and the audit,
compensation and nominating committees of the Guarantor
and its subsidiaries; and inquiries of certain officials
of the Guarantor who have responsibility for financial
and accounting matters of the Guarantor and its
subsidiaries as to transactions and events subsequent to
the date of the most recent audited financial statements
in or incorporated in the Final Prospectus, nothing came
to their attention which caused them to believe that:

(1) any unaudited financial statements included or
incorporated in the Registration Statement and the
Final Prospectus do not comply in form in all material
respects with applicable accounting requirements and
with the published rules and regulations of the
Commission with respect to financial statements
included or incorporated in quarterly reports on Form
10-Q under the Exchange Act; or that said unaudited
financial statements are not in conformity with
generally accepted accounting principles applied on a
basis substantially consistent with that of the audited
financial statements included or incorporated in the
Registration Statement and the Final Prospectus;

(2) with respect to the period subsequent to the
date of the most recent financial statements (other
than any capsule information), audited or unaudited, in
or incorporated in the Registration Statement and the
Final Prospectus, there were any changes, at a
specified date not more than five business days prior
to the date of the letter, in the long-term debt of the
Guarantor and its

<PAGE>

subsidiaries or capital stock of the Guarantor, or
increases in common stockholders' deficit of the
Guarantor or other changes in balance sheet items
the Representatives may reasonably request as
compared with the amounts shown on the most recent
financial statements included or incorporated in the
Registration Statement and the Final Prospectus, or
for the period from the date of the most recent
financial statements included or incorporated in the
Registration Statement and the Final Prospectus to
such specified date there were any decreases, as
compared with the corresponding period in the
preceding year or the preceding quarter in net
sales, operating income, income from continuing
operations before income taxes or in total or per
share amounts of net income applicable to common
stockholders of the Guarantor and its subsidiaries
or any other income statement items as the
Representatives may reasonably request, except in
all instances for changes or decreases set forth in
such letter, in which case the letter shall be
accompanied by an explanation by the Guarantor as to
the significance thereof unless said explanation is
not deemed necessary by the Representatives;

(3) the information included or incorporated in
the Registration Statement and Final Prospectus in
response to Regulation S-K, Item 301 (Selected
Financial Data), Item 302 (Supplementary Financial
Information), Item 402 (Executive Compensation) and
Item 503(d) (Ratio of Earnings to Fixed Charges) is not
in conformity with the applicable disclosure
requirements of Regulation S-K; or

(4) the amounts included in any unaudited
"capsule" information included or incorporated in the
Registration Statement and the Final Prospectus do not
agree with the amounts set forth in the unaudited
financial statements for the same periods or were not
determined on a basis substantially consistent with
that of the corresponding amounts in the audited
financial statements included or incorporated in the
Registration Statement and the Final Prospectus;

(iii) they have performed certain other specified
procedures as a result of which they determined that
certain information of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Guarantor and its
subsidiaries) set forth in the Registration Statement and
the Final Prospectus and in Exhibit 12 to the
Registration Statement, including the information
included or incorporated in Items 1, 2, 6, 7 and 11 of
the Guarantor's Annual report on Form 10-K, incorporated
in the Registration Statement and the Prospectus, and the
information included in the "Management's Discussion and
Analysis of Financial Condition

<PAGE>

and Results of Operations" included or incorporated in
the Guarantor's Quarterly Reports on Form 10-Q,
incorporated in the Registration Statement and the
Final Prospectus, agrees with the accounting records
of the Guarantor and its subsidiaries, excluding any
questions of legal interpretation; and

(iv) if unaudited pro forma financial statements are
included or incorporated in the Registration Statement or
the Final Prospectus, on the basis of a reading of the
unaudited pro forma financial statements, carrying out
certain specified procedures, inquiries of certain
officials of the Guarantor and the acquired company who
have responsibility for financial and accounting matters,
and proving the arithmetic accuracy of the application of
the pro forma adjustments to the historical amounts in
the pro forma financial statements, nothing came to their
attention which caused them to believe that the pro forma
financial statements do not comply in form in all
material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or that the
pro forma adjustments have not been properly applied to
the historical amounts in the compilation of such
statements.

<PAGE>
31

SCHEDULE II

Principal
Amount
Underwriter To Be Purchased

<PAGE>

SCHEDULE III

Delayed Delivery Contract

, 199_

[Insert name and address
of lead Representative]

Ladies and Gentlemen:

The undersigned hereby agrees to purchase from
Collins & Aikman Products Co. (the "Company" ), and the
Company agrees to sell to the undersigned, on ,
19 , (the "Delivery Date"), principal amount of the
Company's Debt Securities unconditionally guaranteed on a
[senior] [subordinated] basis by Collins & Aikman
Corporation (the "Guarantor") (collectively, the
"Securities") offered by the Company's and the Guarantor's
Prospectus dated , 1995, and related Prospectus
Supplement dated , 19 , receipt of a copy of
which is hereby acknowledged, at a purchase price of % of
the principal amount thereof, plus [accrued interest]
[amortization of original issue discount], if any, thereon
from , 19 , to the date of payment and delivery,
and on the further terms and conditions set forth in this
contract.

Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 AM, New York
City time, on the Delivery Date to or upon the order of the
Company in New York Clearing House (next day) funds, at your
office or at such other place as shall be agreed between the
Company and the undersigned, upon delivery to the under-
signed of the Securities in definitive fully registered form
and in such authorized denominations and registered in such
names as the undersigned may request by written or tele-
graphic communication addressed to the Company not less than
five full business days prior to the Delivery Date. If no
request is received, the Securities will be registered in
the name of the undersigned and issued in a denomination
equal to the aggregate principal amount or number of
Securities to be purchased by the undersigned on the
Delivery Date.

<PAGE>

The obligation of the undersigned to take delivery
of and make payment for Securities on the Delivery Date, and
the obligation of the Company and the Guarantor to sell and
deliver Securities on the Delivery Date, shall be subject to
the conditions (and neither party shall incur any liability
by reason of the failure thereof) that (1) the purchase of
Securities to be made by the undersigned, which purchase the
undersigned represents is not prohibited on the date hereof,
shall not on the Delivery Date be prohibited under the laws
of the jurisdiction to which the undersigned is subject, and
(2) the Company and the Guarantor, on or before the Delivery
Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of Securities as is to
be sold to them pursuant to the Underwriting Agreement
referred to in the Prospectus and Prospectus Supplement
mentioned above. Promptly after completion of such sale to
the Underwriters, the Company will mail or deliver to the
undersigned at its address set forth below notice to such
effect, accompanied by a copy of the opinion of counsel for
the Company and the Guarantor delivered to the Underwriters
in connection therewith. The obligation of the undersigned
to take delivery of and make payment for the Securities, and
the obligation of the Company and the Guarantor to cause the
Securities to be sold and delivered, shall not be affected
by the failure of any purchaser to take delivery of and make
payment for the Securities pursuant to other contracts
similar to this contract.

This contract will inure to the benefit of and be
binding upon the parties hereto and their respective succes-
sors, but will not be assignable by either party hereto
without the written consent of the other.

It is understood that acceptance of this contract
and other similar contracts is in the Company's and the
Guarantor's sole discretion and, without limiting the
foregoing, need not be on a first come, first served basis.
If this contract is acceptable to the Company and the
Guarantor, it is required that the Company and the Guarantor
sign the form of acceptance below and mail or deliver one of
the counterparts hereof to the undersigned at its address
set forth below. This will become a binding contract
between the Company and the Guarantor, on the one hand, and
the undersigned, on the other hand,

<PAGE>

as of the date first above written, when such counterpart
is so mailed or delivered.

This agreement shall be governed by and construed
in accordance with the laws of the State of New York.

Very truly yours,

..................................
(Name of Purchaser)

.................................
(Signature and Title of Officer)

.................................
(Address)

Accepted:

Collins & Aikman Products Co.,

By
.................................................
Name:
Title:

Collins & Aikman Corporation

By
.................................................
Name:
Title:

COLLINS & AIKMAN PRODUCTS CO., as Issuer,

and

COLLINS & AIKMAN CORPORATION, as Guarantor,

and

[ ], as Trustee

_________________________

INDENTURE

Dated as of , 1995

_________________________

Senior Debt Securities

<PAGE>

TABLE OF CONTENTS */

Page

ARTICLE ONE

Definitions and Other Provisions
of General Application

SECTION 1.01. Definitions . . . . . . . . . . . . . 1
SECTION 1.02. Compliance Certificates and
Opinions . . . . . . . . . . . . . 11
SECTION 1.03. Form of Documents Delivered to
Trustee . . . . . . . . . . . . . 12
SECTION 1.04. Acts of Holders . . . . . . . . . . . 13
SECTION 1.05. Notices, etc., to Trustee and
Company . . . . . . . . . . . . . 16
SECTION 1.06. Notices to Holders; Waiver . . . . . 17
SECTION 1.07. Language of Notices, etc. . . . . . . 18
SECTION 1.08. Conflict with Trust Indenture Act . . 18
SECTION 1.09. Effect of Headings and Table of
Contents . . . . . . . . . . . . . 19
SECTION 1.10. Successors and Assigns . . . . . . . 19
SECTION 1.11. Separability Clause . . . . . . . . . 19
SECTION 1.12. Benefits of Indenture . . . . . . . . 19

SECTION 1.13. Legal Holidays . . . . . . . . . . . 19
SECTION 1.14. Governing Law . . . . . . . . . . . . 19

ARTICLE TWO

Security Forms

SECTION 2.01. Forms Generally . . . . . . . . . . . 20
SECTION 2.02. Form of Securities . . . . . . . . . 20
SECTION 2.03. Form of Trustee's Certificate of
Authentication . . . . . . . . . . 21
SECTION 2.04. Global Securities . . . . . . . . . . 21

ARTICLE THREE

*/ This table of Contents is not part of the Indenture.

<PAGE>

Senior Indenture

Page

The Securities

SECTION 3.01. Title and Terms . . . . . . . . . . . 22
SECTION 3.02. Denominations . . . . . . . . . . . . 25
SECTION 3.03. Execution, Authentication, Delivery
and Dating . . . . . . . . . . . . 26
SECTION 3.04. Temporary Securities . . . . . . . . 29

SECTION 3.05. Registration, Registration of
Transfer and Exchange . . . . . . 33
SECTION 3.06. Mutilated, Destroyed, Lost and
Stolen Securities . . . . . . . . 39
SECTION 3.07. Payment of Interest; Interest
Rights Preserved . . . . . . . . . 40
SECTION 3.08. Persons Deemed Owners . . . . . . . . 42
SECTION 3.09. Cancellation . . . . . . . . . . . . 43
SECTION 3.10. Computation of Interest . . . . . . . 44
SECTION 3.11. Form of Certification . . . . . . . . 44
SECTION 3.12. Judgments . . . . . . . . . . . . . . 45

ARTICLE FOUR

Redemption of Securities

SECTION 4.01. Applicability of Article . . . . . . 45
SECTION 4.02. Election To Redeem; Notice to
Trustee . . . . . . . . . . . . . 46
SECTION 4.03. Selection by Security Registrar of
Securities To Be Redeemed . . . . 46
SECTION 4.04. Notice of Redemption . . . . . . . . 47
SECTION 4.05. Deposit of Redemption Price . . . . . 48
SECTION 4.06. Securities Payable on Redemption
Date . . . . . . . . . . . . . . . 48
SECTION 4.07. Securities Redeemed in Part . . . . . 49

<PAGE>

Senior Indenture

Page

ARTICLE FIVE

Covenants

SECTION 5.01. Payment of Principal, Premium and
Interest . . . . . . . . . . . . . 49
SECTION 5.02. Maintenance of Office or Agency . . . 50
SECTION 5.03. Money for Security Payments To Be
Held in Trust . . . . . . . . . . 52

SECTION 5.04. Additional Amounts . . . . . . . . . 54
SECTION 5.05. Statement as to Compliance . . . . . 55
SECTION 5.06. Maintenance of Corporate Existence,
Rights and Franchises . . . . . . 56

ARTICLE SIX

Holders' Lists and Reports
by Trustee and Company

SECTION 6.01. Company To Furnish Trustee Names
and Addresses of Holders . . . . . 56
SECTION 6.02. Preservation of Information;
Communications to Holders . . . . 57
SECTION 6.03. Reports by Trustee . . . . . . . . . 58
SECTION 6.04. Reports by Company . . . . . . . . . 59

ARTICLE SEVEN

Remedies

SECTION 7.01. Events of Default . . . . . . . . . . 60
SECTION 7.02. Acceleration of Maturity;
Rescission and Annulment . . . . . 61
SECTION 7.03. Collection of Indebtedness and
Suits for Enforcement by Trustee . 63
SECTION 7.04. Trustee May File Proofs of Claim . . 64
SECTION 7.05. Trustee May Enforce Claims Without
Possession of Securities . . . . . 65
SECTION 7.06. Application of Money Collected . . . 65

SECTION 7.07. Limitation on Suits . . . . . . . . . 66

<PAGE>

Senior Indenture

Page

SECTION 7.08. Unconditional Right of Holders To
Receive Principal, Premium and
Interest . . . . . . . . . . . . . 67
SECTION 7.09. Restoration of Rights and
Remedies . . . . . . . . . . . . . 67
SECTION 7.10. Rights and Remedies Cumulative . . . 67
SECTION 7.11. Delay or Omission Not Waiver . . . . 68
SECTION 7.12. Control by Holders . . . . . . . . . 68
SECTION 7.13. Waiver of Past Defaults . . . . . . . 69
SECTION 7.14. Undertaking for Costs . . . . . . . . 69

SECTION 7.15. Waiver of Stay or Extension Laws . . 70

ARTICLE EIGHT

The Trustee

SECTION 8.01. Certain Duties and
Responsibilities . . . . . . . . . 70
SECTION 8.02. Notice of Default . . . . . . . . . . 71
SECTION 8.03. Certain Rights of Trustee . . . . . . 72
SECTION 8.04. Not Responsible for Recitals or
Issuance of Securities . . . . . . 74
SECTION 8.05. May Hold Securities . . . . . . . . . 74
SECTION 8.06. Money Held in Trust . . . . . . . . . 74
SECTION 8.07. Compensation and Reimbursement . . . 74
SECTION 8.08. Disqualification; Conflicting
Interests . . . . . . . . . . . . 75
SECTION 8.09. Corporate Trustee Required;
Eligibility . . . . . . . . . . . 76
SECTION 8.10. Resignation and Removal;
Appointment of Successor . . . . . 76
SECTION 8.11. Acceptance of Appointment by
Successor . . . . . . . . . . . . 78
SECTION 8.12. Merger, Conversion, Consolidation
or Succession to Business of
Trustee . . . . . . . . . . . . . 80
SECTION 8.13. Preferential Collection of Claims
Against Company . . . . . . . . . 81
SECTION 8.14. Appointment of Authenticating
Agents . . . . . . . . . . . . . . 81

<PAGE>

Senior Indenture

Page

ARTICLE NINE

Supplemental Indentures

SECTION 9.01. Supplemental Indentures Without
Consent of Holders . . . . . . . . 83
SECTION 9.02. Supplemental Indentures with
Consent of Holders . . . . . . . . 85
SECTION 9.03. Execution of Supplemental
Indentures . . . . . . . . . . . . 86

SECTION 9.04. Effect of Supplemental Indentures . . 87
SECTION 9.05. Conformity with Trust Indenture Act . 87
SECTION 9.06. Reference in Securities to
Supplemental Indentures . . . . . 87

ARTICLE TEN

Consolidation, Merger, Conveyance or Transfer

SECTION 10.01. Company May Consolidate, etc., Only
on Certain Terms . . . . . . . . . 87
SECTION 10.02. Successor Corporation Substituted . . 88

ARTICLE ELEVEN

Satisfaction and Discharge

SECTION 11.01. Satisfaction and Discharge of
Indenture . . . . . . . . . . . . 89
SECTION 11.02. Application of Trust Money . . . . . 90
SECTION 11.03. Reinstatement . . . . . . . . . . . . 91

<PAGE>

Senior Indenture

Page

ARTICLE TWELVE

Immunity of Incorporators, Stockholders,
Officers and Directors

SECTION 12.01. Exemption from Individual
Liability . . . . . . . . . . . . 91

ARTICLE THIRTEEN

Sinking Funds

SECTION 13.01. Applicability of Article . . . . . . 92
SECTION 13.02. Satisfaction of Sinking Fund
Payments with Securities . . . . . 92
SECTION 13.03. Redemption of Securities for
Sinking Fund . . . . . . . . . . . 93

ARTICLE FOURTEEN

Guarantee

SECTION 14.01. Guarantee . . . . . . . . . . . . . . 93
SECTION 14.02. Limitation on Liability . . . . . . . 95
SECTION 14.03. Successors and Assigns . . . . . . . 96
SECTION 14.04. No Waiver . . . . . . . . . . . . . . 96
SECTION 14.05. Modification . . . . . . . . . . . . 96

ARTICLE FIFTEEN

Repayment at the Option of Holders

SECTION 15.01. Applicability of Article . . . . . . 97

SECTION 15.02. Repayment of Securities . . . . . . . 97
SECTION 15.03. Exercise of Option, Notice . . . . . 97
SECTION 15.04. Election of Repayment by
Remarketing Entities . . . . . . . 99

<PAGE>

Senior Indenture

Page

SECTION 15.05. Securities Payable on the Repayment
Date . . . . . . . . . . . . . . . 99

ARTICLE SIXTEEN

Meeting of Holders of Securities

SECTION 16.01. Purposes for Which Meetings May Be
Called . . . . . . . . . . . . . . 99
SECTION 16.02 Call, Notice and Place of Meetings . 100
SECTION 16.03. Persons Entitled to Vote at Meetings 100
SECTION 16.04. Quorum; Action . . . . . . . . . . . 101
SECTION 16.05. Determination of Voting Rights;
Conduct and Adjournment of
Meetings . . . . . . . . . . . . . 102
SECTION 16.06. Counting Votes and Recording Action
of Meetings . . . . . . . . . . . 103

ARTICLE SEVENTEEN

Miscellaneous

SECTION 17.01. Counterparts . . . . . . . . . . . . 104

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . 104
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . 104

ACKNOWLEDGMENTS

EXHIBIT A Form of Certificate To Be Given by
Person Entitled To Receive Bearer
Security

EXHIBIT B Form of Certificate To Be Given by
Euroclear and CEDEL S.A. in
Connection with the Exchange of a
Portion of a Temporary Global
Security

<PAGE>

Senior Indenture

EXHIBIT C Form of Certificate To Be Given by
Euroclear and CEDEL S.A. To Obtain
Interest Prior to an Exchange Date

EXHIBIT D Form of Certificate To Be Given by
Beneficial Owners To Obtain Interest
Prior to an Exchange Date

<PAGE>

Senior Indenture

TABLE SHOWING REFLECTION IN INDENTURE OF CERTAIN PROVISIONS
OF TRUST INDENTURE ACT OF 1939

Reflected in
Indenture Section

TIA
(Section Mark)310(a)(1) . . . . . . . . . . . . . 8.09
(a)(2) . . . . . . . . . . . . . 8.09
(a)(3) . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . 8.09
(b) . . . . . . . . . . . . . . 8.08
8.10
(c) . . . . . . . . . . . . . . Not Applicable
(Section Mark)311(a) . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . 8.13
(Section Mark)312(a) . . . . . . . . . . . . . . . 6.01
6.02(i)
(b) . . . . . . . . . . . . . . 6.02(ii)
(c) . . . . . . . . . . . . . . 6.02(iii)
(Section Mark)313(a) . . . . . . . . . . . . . . . 6.03(i)
(b) . . . . . . . . . . . . . . 6.03(ii)

(c) . . . . . . . . . . . . . . 6.03(i),(ii) and
(iii)
(d) . . . . . . . . . . . . . . 6.03(iii)
(Section Mark)314(a) . . . . . . . . . . . . . . . 6.04
5.05
(b) . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . 1.02
(c)(2) . . . . . . . . . . . . . 1.02
(c)(3) . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . 1.02
(f) . . . . . . . . . . . . . . Not Applicable
(Section Mark)315(a) . . . . . . . . . . . . . . . 8.01(i)

8.01(iii)
(b) . . . . . . . . . . . . . . 8.02
(c) . . . . . . . . . . . . . . 8.01(ii)
(d) . . . . . . . . . . . . . . 8.01
(d)(1) . . . . . . . . . . . . . 8.01(i)

<PAGE>

Senior Indenture

(d)(2) . . . . . . . . . . . . . 8.01(iii)(b)
(d)(3) . . . . . . . . . . . . . 8.01(iii)(c)
(e) . . . . . . . . . . . . . . 7.14
(Section Mark)316(a) . . . . . . . . . . . . . . . 1.01
(Section Mark)316(a)(1)(A) . . . . . . . . . . . . 7.02
7.12
(a)(1)(B) . . . . . . . . . . . 7.13

(a)(2) . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . 7.08
(c) . . . . . . . . . . . . . . 1.04(viii)
(Section Mark)317(a)(1) . . . . . . . . . . . . . 7.03
(a)(2) . . . . . . . . . . . . . 7.04
(b) . . . . . . . . . . . . . . 5.03
(Section Mark)318(a) . . . . . . . . . . . . . . . 1.08
(c) . . . . . . . . . . . . . . 1.08

<PAGE>

THIS INDENTURE is entered into as of
, 1995, between COLLINS & AIKMAN
PRODUCTS CO., a Delaware corporation (the
"Company"), COLLINS & AIKMAN CORPORATION, a
Delaware corporation (the "Guarantor") and
, a corporation (the
"Trustee").

RECITALS OF THE COMPANY

The Company deems it necessary from time to time
to issue its unsecured debentures, notes, bonds and other
evidences of indebtedness to be issued in one or more series
(hereinafter called the "Securities") as hereinafter set
forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture.

All things necessary to make this Indenture a
valid agreement of the Company, in accordance with its
terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of
any series thereof, as follows:

ARTICLE ONE

Definitions and Other
Provisions of General Application

SECTION 1.01. Definitions. For all purposes of
this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:

(i) the term "this Indenture" means this
instrument as originally executed or as it may from
time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and shall include the
terms of particular series of Securities established as
contemplated by Section 3.01;

<PAGE>

Senior Indenture

(ii) all references in this instrument to
designated "Articles", "Sections" and other
subdivisions are to the designated Articles, Sections
and other subdivisions of this Indenture. The words
"herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and
not to any particular Article, Section or other
subdivision;

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

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

(v) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance
with generally accepted accounting principles, and,
except as may be otherwise expressly provided herein or
in one or more indentures supplemental hereto, the term
"generally accepted accounting principles" with respect
to any computation required or permitted hereunder
shall mean such accounting principles as are generally
accepted at the date of such computation.

"Act", when used with respect to any Holder, has
the meaning specified in Section 1.04.

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

"Authenticating Agent" means any Person authorized
to act on behalf of the Trustee to authenticate Securities
pursuant to Section 8.14.

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Senior Indenture

"Authorized Newspaper" means a newspaper, in an
official language of the country of publication or in the
English language, customarily published on each Business
Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in
connection with which the term is used or in the financial
community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different
newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.

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

"Bearer Security" means any Security in the form
established pursuant to Section 2.02 which is payable to
bearer, including, without limitation, unless the context
otherwise indicates, a Security in global bearer form.

"Board of Directors" means either the board of
directors of the Company or any duly authorized committee of
that board.

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

"Business Day" means any day, other than a
Saturday or Sunday, on which banking institutions in the
City of New York, New York, and any Place of Payment for the
Securities are open for business.

"CEDEL" or "CEDEL S.A." means Cedel Bank, societe
anonyme, or its successors.

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

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Senior Indenture

"Common Depositary" has the meaning specified in
Section 3.04(b)(ii).

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

"Company Request" and "Company Order" mean,
respectively, a written request or order signed in the name
of the Company by its Chairman of the Board, its President,
a Vice Chairman of the Board, or a Vice President, and by
its Treasurer, an Assistant Treasurer, its Comptroller, an
Assistant Comptroller, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

"corporation" includes corporations, associations,
companies and business trusts.

"coupon" means any interest coupon appertaining to
a Bearer Security.

"Defaulted Interest" has the meaning specified in
Section 3.07.

"Depositary" means, with respect to the Securities
of any series issuable or issued in the form of a Global
Security, the Person designated as Depositary by the Company
pursuant to Section 3.01 until a successor Depositary shall
have been appointed pursuant to Section 3.05, and thereafter
"Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than
one such Person, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with
respect to the Securities of that series.

"Designated Currency" has the meaning specified in
Section 3.12.

"Dollar" or "$" means the coin or currency of the
United States of America as at the time of payment which is
legal tender for the payment of public and private debts.

"ECU" means the European Currency Unit as defined
and revised from time to time by the Council of the European
Communities.

<PAGE>
5

Senior Indenture

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

"European Communities" means the European Economic
Community, the European Coal and Steel Community and the
European Atomic Energy Community.

"Event of Default" has the meaning specified in
Section 7.01.

"Exchange Act" means the Securities Exchange Act
of 1934, as amended from time to time, and any statute
successor thereto.

"Exchange Rate" shall have the meaning specified
as contemplated in Section 3.01.

"Exchange Rate Agent" shall have the meaning
specified as contemplated in Section 3.01.

"Exchange Rate Officer's Certificate" with respect
to any date for the payment of principal of (and premium, if
any) and interest on any series of Securities, means a
Certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in
respect of the principal of (and premium, if any) and
interest on Securities denominated in ECU, any other
composite currency or Foreign Currency, and signed by the
Chairman of the Board, a Vice Chairman of the Board, the
President, any Vice President, the Treasurer or any
Assistant Treasurer of the Company or the Exchange Rate
Agent appointed pursuant to Section 3.01 and delivered to
the Trustee.

"Foreign Currency" means a currency issued by the
government of any country other than the United States of
America.

"Global Exchange Date" has the meaning specified
in Section 3.04(b)(iv).

"Global Security" means a Security issued to
evidence all or a part of a series of Securities in
accordance with Section 3.03.

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Senior Indenture

"Guarantee" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing
any indebtedness of any other Person and any obligation,
direct or indirect, contingent or otherwise, of such Person
(i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such indebtedness of such other
Person (whether arising by virtue of partnership
arrangements, or by agreement to keep well, to purchase
assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or
(ii) entered into for purposes of assuring in any other
manner the obligee of such indebtedness of the payment
thereof or to protect such obligee against loss in respect
thereof (in whole or in part). The term "Guarantee" used as
a verb has a corresponding meaning.

"Guarantor" means Collins & Aikman Corporation.

"Holder" with respect to a Registered Security,
means a Person in whose name such Registered Security is
registered in the Security Register and, with respect to a
Bearer Security (or any temporary Global Security) or a
coupon, means the bearer thereof.

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

"Interest Payment Date", when used with respect to
any series of Securities, means the Stated Maturity of an
instalment of interest on such Securities.

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

"Obligations" has the meaning given to it in
Section 14.01.

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Senior Indenture

Company, and delivered to the Trustee. Each such
certificate shall contain the statements set forth in
Section 1.02, if applicable.

"Opinion of Counsel" means a written opinion of
counsel, who may (except as otherwise expressly provided in
this Indenture) be an employee of the Company, and who shall
be reasonably acceptable to the Trustee. Each such opinion
shall contain the statements set forth in Section 1.02, if
applicable.

"Original Issue Discount Security" means any
Security which provides for an amount less than the
principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant
to Section 7.02.

"Outstanding", when used with respect to
Securities or Securities of any series, means, as of the
date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

(i) such Securities theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;

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

(iii) such Securities in lieu of which other
Securities have been authenticated and delivered
pursuant to Section 3.06 of this Indenture;

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Senior Indenture

the amount of the principal thereof that would be due and
payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant
to Section 7.02, and Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall
be disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other
obligor.

"Paying Agent" means any Person authorized by the
Company to pay the principal of, premium, if any, or
interest on any Securities or any coupons appertaining
thereto on behalf of the Company.

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

"Place of Payment", when used with respect to the
Securities of any series, means the place or places where,
subject to the provisions of Section 5.02, the principal of
(and premium, if any) and interest on the Securities of that
series are payable as specified in accordance with
Section 3.01.

"Predecessor Security" of any particular Security
means every previous Security evidencing all or a portion of
the same debt as that evidenced by such particular Security;
and for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in lieu of a
mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

"Principal Corporate Trust Office" means the
principal office of the Trustee, at which at any particular

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Senior Indenture

time its corporate trust business shall be principally
administered, which office at the date of execution of this
instrument is at [address of Trustee].

"Principal Paying Agent" means the Paying Agent,
if any, designated as such by the Company pursuant to
Section 3.01 of this Indenture.

"Redemption Date", when used with respect to any
Security to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture.

"Redemption Price", when used with respect to any
Security to be redeemed, means the price specified in such
Security at which it is to be redeemed pursuant to this
Indenture.

"Registered Security" means any Security in the
form established pursuant to Section 2.02 which is
registered in the Security Register.

"Regular Record Date" for the interest payable on
any Security on any Interest Payment Date means the date, if
any, specified in such Security as the "Regular Record
Date".

"Remarketing Entity", when used with respect to
the Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity,
means any Person designated by the Company to purchase any
such Securities.

"Repayment Date", when used with respect to any
Security to be repaid upon exercise of option for repayment
by the Holder, means the date fixed for such repayment
pursuant to this Indenture.

"Repayment Price", when used with respect to any
Security to be repaid upon exercise of option for repayment
by the Holder, means the price at which it is to be repaid
pursuant to this Indenture.

"Responsible Officer", when used with respect to
the Trustee, means any officer of the Trustee with direct
responsibility for the administration of this Indenture and
also means, with respect to a particular corporate trust
matter, any other officer of the Trustee to whom such matter

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Senior Indenture

is referred because of his knowledge of and familiarity with
the particular subject.

"Security" or "Securities" means any Security or
Securities, as the case may be, authenticated and delivered
under this Indenture; provided, however, that, if at any
time there is more than one Person acting as Trustee under
this Indenture, "Securities," with respect to any such
Person, shall mean Securities authenticated and delivered
under this Indenture, exclusive, however, of Securities
of any series as to which such Person is not Trustee.

"Security Register" has the meaning specified in
Section 3.05.

"Security Registrar" has the meaning specified in
Section 3.05.

"Special Record Date" for the payment of any
Defaulted Interest means the date fixed by the Trustee
pursuant to Section 3.07.

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

"Subsidiary of the Company" or "Subsidiary" means
a corporation, at least a majority of the outstanding voting
stock of which is owned, directly or indirectly, by the
Company or by one or more Subsidiaries of the Company, or by
the Company and one or more Subsidiaries of the Company. As
used under this heading, the term "voting stock" means stock
having ordinary voting power for the election of directors
irrespective of whether or not stock of any other class or
classes shall have or might have voting power by reason of
the happening of any contingency.

"Trustee" means the Person named as the "Trustee"
in the first paragraph of this instrument until a successor
Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee hereunder,
and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any

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Senior Indenture

series shall mean the Trustee with respect to Securities of
that series.

"Trust Indenture Act" or "TIA" (except as herein
otherwise expressly provided) means the Trust Indenture Act
of 1939, as in force at the date as of which this instrument
was executed and, to the extent required by law, as
thereafter amended.

"United States" means the United States of America
(including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.

"United States Alien", except as otherwise
provided in or pursuant to this Indenture, means any Person
who, for United States Federal income tax purposes, is a
foreign corporation, a nonresident alien individual, a
nonresident alien fiduciary of a foreign estate or trust, or
a foreign partnership, one or more of the members of which
is, for United States Federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident
alien fiduciary of a foreign estate or trust.

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

SECTION 1.02. Compliance Certificates and
Opinions. Upon any application or request by the Company to
the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee, if the
Trustee so requests, an Officers' Certificate stating that
all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion
of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such
application or request as to which the furnishing of such
documents is specifically required by any provision of this
Indenture relating to such particular application or
request, no additional certificate or opinion need be
furnished.

Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this

Senior Indenture

Indenture (except as otherwise expressly provided in this
Indenture) shall include:

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

(ii) 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;

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

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

SECTION 1.03. Form of Documents Delivered to
Trustee. In any case where several matters are required to
be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several
documents.

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

<PAGE>

Senior Indenture

the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to
such matters are erroneous.

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

SECTION 1.04. Acts of Holders. (i) Any request,
demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken
by Holders or Holders of any series may be embodied in and
evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an
agent duly appointed in writing. If Securities of a series
are issuable in whole or in part as Bearer Securities, any
request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be
given or taken by Holders may, alternatively, be embodied in
and evidenced by the record of Holders of Securities voting
in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders of
Securities duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such
instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when
such instrument or instruments or record or both are
delivered to the Trustee, and, where it is hereby expressly
required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments
and so voting at any such meeting. Proof of execution of
any such instrument or of a writing appointing any such
agent, or the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to
Section 8.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 16.06.

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Senior Indenture

by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged
to him the execution thereof. Where such execution is by or
on behalf of any legal entity other than an individual, such
certificate or affidavit shall also constitute proof of the
authority of the Person executing the same. The fact and
date of the execution of any such instrument or writing, or
the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems
sufficient.

(iii) The ownership of Registered Securities shall
be proved by the Security Register.

(iv) The principal amount and serial numbers of
Bearer Securities held by any Person, and the date of
holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank or other depositary,
wherever situated, if such certificate shall be deemed by
the Trustee to be satisfactory, showing that at the date
therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by
the Trustee to be satisfactory. The Trustee and the Company
may assume that such ownership of any Bearer Security
continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security
is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4)
such Bearer Security is no longer Outstanding.

(v) The fact and date of execution of any such
instrument or writing, the authority of the Person executing
the same and the principal amount and serial numbers of
Bearer Securities held by the Person so executing such
instrument or writing and the date of holding the same may
also be proved in any other manner which the Trustee deems
sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to
in this Section.

(vi) Any request, demand, authorization,
direction, notice, consent, waiver or other action by the

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Senior Indenture

Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor
or in lieu thereof, in respect of any action taken, suffered
or omitted by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon
such Security.

(vii) For purposes of determining the principal
amount of Outstanding Securities of any series the Holders
of which are required, requested or permitted to give any
request, demand, authorization, direction, notice, consent,
waiver or take any other Act under the Indenture, each
Security denominated in a Foreign Currency or composite
currency shall be deemed to have the principal amount
determined by the Exchange Rate Agent by converting the
principal amount of such Security in the currency in which
such Security is denominated into Dollars at the Exchange
Rate as of the date such Act is delivered to the Trustee
and, where it is hereby expressly required, to the Company,
by Holders of the required aggregate principal amount of the
Outstanding Securities of such series (or, if there is no
such rate on such date, such rate on the date determined as
specified as contemplated in Section 3.01).

(viii) The Company may, in the circumstances
permitted by the Trust Indenture Act, set a record date for
purposes of determining the identity of Holders of
Securities of any series entitled to give any request,
demand, authorization, direction, notice, consent, waiver or
take any other Act, or to vote or consent to any action by
vote or consent authorized or permitted to be given or taken
by Holders of Securities of such series. If not set by the
Company prior to the first solicitation of a Holder of
Securities of such Series made by any Person in respect of
any such action, or in the case of any such vote, prior to
such vote, such record date shall be the later of 30 days
prior to the first solicitation of such consent or the date
of the most recent list of Holders of such Securities
furnished to the Trustee pursuant to Section 6.01 prior to
such solicitation.

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Senior Indenture

pursuant to such appointment with regard to all or any part
of such principal amount. Any notice given or action taken
by a Holder or its agents with regard to different parts of
such principal amount pursuant to this paragraph shall have
the same effect as if given or taken by separate Holders of
each such different part.

(x) Without limiting the generality of the
foregoing, unless otherwise specified pursuant to
Section 3.01 or pursuant to one or more indentures
supplemental hereto, a Holder, including a Depositary that
is the Holder of a Global Security, may make, give or take,
by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent,
waiver or other action provided in this Indenture to be
made, given or taken by Holders, and a Depositary that is
the Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interests in any such
Global Security through such Depositary's standing
instructions and customary practices.

(xi) The Company may fix a record date for the
purpose of determining the Persons who are beneficial owners
of interests in any Global Security held by a Depositary
entitled under the procedures of such Depositary to make,
give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a
record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such
request, demand, authorization, direction, notice, consent,
waiver or other action, whether or not such Holders remain
Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other
action shall be valid or effective if made, given or taken
more than 90 days after such record date.

SECTION 1.05. Notices, etc., to Trustee and
Company. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document
provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with:

(i) the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if

<PAGE>

Senior Indenture

made, given, furnished or filed in writing to or with
the Trustee at its Principal Corporate Trust Office; or

(ii) the Company or the Guarantor by any Holder or
by the Trustee shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid,
to the Company or the Guarantor, to the attention of
[ ], 701 McCullough Drive, Charlotte,
North Carolina 28262 or at any other address previously
furnished in writing to the Trustee by the Company.

SECTION 1.06. Notices to Holders; Waiver. Where
this Indenture or any Security provides for notice to
Holders of any event:

(1) such notice shall be sufficiently given
(unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first class,
postage prepaid, to each Holder of Registered
Securities affected by such event, at his address as it
appears in the Security Register, not later than the
latest date, and not earlier than the earliest date,
prescribed for the giving of such notice.

(2) such notice shall be sufficiently given to
Holders of Bearer Securities if published in an
Authorized Newspaper in The City of New York and, if
the Securities of such series are then listed on The
International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited and such stock exchange
shall so require, in London and, if the Securities of
such series are then listed on the Luxembourg Stock
Exchange and such stock exchange shall so require, in
Luxembourg and, if the Securities of such series are
then listed on any other stock exchange and such stock
exchange shall so require, in any other required city
outside the United States, or, if not practicable,
elsewhere in Europe on a Business Day at least twice,
the first such publication to be not earlier than the
earliest date, and not later than the latest date,
prescribed for the giving of such notice.

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Senior Indenture

approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case where
notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder of Registered
Securities shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the
sufficiency of any notice by publication to Holders of
Bearer Securities given as provided above.

In case by reason of the suspension of publication
of any Authorized Newspaper or Authorized Newspapers or by
reason of any other cause it shall be impracticable to
publish any notice to Holders of Bearer Securities as
provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the
Trustee shall constitute sufficient notice to such Holders
for every purpose hereunder. Neither the failure to give
notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice mailed to Holders
of Registered Securities as provided above.

Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance
upon such waiver.

SECTION 1.07. Language of Notices, etc. Any
request, demand, authorization, direction, notice, consent,
or waiver required or permitted under this Indenture shall
be in the English language, except that any published notice
may be in an official language of the country of
publication.

SECTION 1.08. Conflict with Trust Indenture Act.
If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by,
or with another provision (an "incorporated provision")
included in this Indenture by operation of Sections 310
to 318, inclusive, of the TIA, such imposed duties or
incorporated provision shall control.

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Senior Indenture

SECTION 1.09. Effect of Headings and Table of
Contents. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not
affect the construction hereof.

SECTION 1.10. Successors and Assigns. All
covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed
or not.

SECTION 1.11. Separability Clause. In case any
provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

SECTION 1.12. Benefits of Indenture. Nothing in
this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this
Indenture.

SECTION 1.13. Legal Holidays. In any case where
any Interest Payment Date, Stated Maturity, Repayment Date
or Redemption Date of any Security or any date on which any
Defaulted Interest is proposed to be paid shall not be a
Business Day at any Place of Payment, then (notwithstanding
any other provisions of the Securities or this Indenture)
payment of the principal of, premium, if any, or interest on
any Securities need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the
Interest Payment Date, Stated Maturity, Repayment Date or
Redemption Date or on the date on which Defaulted Interest
is proposed to be paid, and, if such payment is made, no
interest shall accrue on such payment for the period from
and after any such Interest Payment Date, Stated Maturity,
Repayment Date or Redemption Date, or date on which
Defaulted Interest is proposed to be paid, as the case may
be.

SECTION 1.14. Governing Law. This Indenture and
the Securities shall be construed in accordance with and
governed by the laws of the State of New York.

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Senior Indenture

ARTICLE TWO

Security Forms

SECTION 2.01. Forms Generally. All Securities
and any related coupons shall have such appropriate
insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the
officers executing such Securities or coupons, as evidenced
by their execution of the Securities or coupons.

The Trustee's certificates of authentication shall
be in substantially the form set forth in this Article.

Unless otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the
Securities of each series shall be issuable in registered
form without coupons. If so provided as contemplated by
Section 3.01, the Securities of a series shall be issuable
solely in bearer form, or in both registered form and bearer
form. Unless otherwise specified as contemplated by
Section 3.01, Securities in bearer form shall have interest
coupons attached.

Definitive Securities, if any, and coupons shall
be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or
steel engraved borders or may be produced in any other
manner, all as determined by the officers executing such
Securities or coupons, as evidenced by their execution of
such Securities or coupons.

SECTION 2.02. Form of Securities. Each Security
and coupon shall be in one of the forms approved from time
to time by or pursuant to a Board Resolution. Upon or prior
to the delivery of a Security or coupons in any such form to
the Trustee for authentication, the Company shall deliver to
the Trustee the following:

(i) the Board Resolution by or pursuant to which
such form of Security or coupons has been approved,
certified by the Secretary or an Assistant Secretary of
the Company;

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Senior Indenture

(ii) the Officers' Certificate required by
Section 3.01 of this Indenture;

(iii) the Company Order required by Section 3.03 of
this Indenture; and

(iv) the Opinion of Counsel required by
Section 3.03 of this Indenture.

If temporary Securities of any series are issued
in global form as permitted by Section 3.04, the form
thereof also shall be established as provided in this
Section 2.02.

SECTION 2.03. Form of Trustee's Certificate of
Authentication.

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series
designated therein referred to in the within-mentioned
Indenture.

,
as Trustee,

by
_________________________
Authorized Signatory

SECTION 2.04. Global Securities. If Securities
of a series are issuable in whole or in part in global form,
as specified as contemplated by Section 3.01, then,
notwithstanding clause (xii) of Section 3.01 and the
provisions of Section 3.02, such Global Security shall
represent such of the outstanding Securities of such series
as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate
amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges or
increased to reflect the issuance of additional
uncertificated securities of such series. Any endorsement
of a Global Security to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities

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Senior Indenture

represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 3.03 or Section 3.04.

Global Securities may be issued in either
registered or bearer form and in either temporary or
permanent form.

ARTICLE THREE

The Securities

SECTION 3.01. Title and Terms. The aggregate
principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The
Securities may be issued up to the aggregate principal
amount of Securities from time to time authorized by or
pursuant to a Board Resolution.

The Securities may be issued in one or more
series. All Securities of each series issued under this
Indenture shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series
without preference, priority or distinction on account of
the actual time or times of the authentication and delivery
or Maturity of the Securities of such series. There shall
be established in or pursuant to a Board Resolution, and set
forth in, or determined in the manner provided in, an
Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of
Securities of any series:

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

(ii) any limit upon the aggregate principal amount
or aggregate initial public offering price of the
Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities
authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other
Securities of that series pursuant to this Article
Three or Sections 4.07, 9.06 or 15.03);

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Senior Indenture

(iii) the priority of payment, if any, of the
Securities;

(iv) The price or prices (which may be expressed as
a percentage of the aggregate principal amount thereof)
at which the Securities will be issued;

(v) the date or dates on which the principal and
premium, if any, of the Securities of the series is
payable;

(vi) the rate or rates at which the Securities of
the series shall bear interest, if any, or the method
or methods by which such rates may be determined, if
any, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such
interest shall be payable, the Regular Record Date for
the interest payable on any Interest Payment Date and
the basis upon which interest shall be calculated if
other than that of a 360-day year consisting of twelve
30-day months;

(vii) the extent to which any of the Securities will
be issuable in temporary or permanent global form, and
in such case, the Depositary for such Global Security
or Securities, the terms and conditions, if any, upon
which such Global Security may be exchanged in whole or
in part for definitive securities, and the manner in
which any interest payable on a temporary or permanent
Global Security will be paid, whether or not consistent
with Section 3.04 or 3.05;

(viii) the office or offices or agency where, subject
to Section 5.02, the Securities may be presented for
registration of transfer or exchange;

(ix) the place or places where, subject to the
provisions of Section 5.02, the principal of (and
premium, if any) and interest, if any, on Securities of
the series shall be payable;

(x) the period or periods within which, the price
or prices at which and the terms and conditions upon
which Securities of the series may be redeemed, in
whole or in part, at the option of the Company;

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Senior Indenture

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

(xii) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which
Registered Securities of the series shall be issuable;
and, if other than $5,000 or any integral multiple
thereof, the denominations in which Bearer Securities
of the series shall be issuable;

(xiii) the currency or currencies of denominations of
the Securities of any series, which may be in Dollars,
any Foreign Currency or any composite currency,
including but not limited to the ECU, and, if any such
currency of denomination is a composite currency other
than the ECU, the agency or organization, if any,
responsible for overseeing such composite currency;

(xiv) the currency or currencies in which payment of
the principal of (and premium, if any) and interest on
the Securities will be made, the currency or
currencies, if any, in which payment of the principal
of (and premium, if any) or the interest on Registered
Securities, at the election of each of the Holders
thereof, may also be payable and the periods within
which and the terms and conditions upon which such
election is to be made and the Exchange Rate and the
Exchange Rate Agent;

(xv) if the amount of payments of principal of (and
premium, if any) or any interest on Securities of the
series may be determined with reference to an index,
the method or methods by which such amounts shall be
determined;

(xvi) whether Securities of the series are to be
issuable as Registered Securities, Bearer Securities or
both, whether Securities of the series are to be
issuable with or without coupons or both and, in the
case of Bearer Securities, the date as of which such
Bearer Securities shall be dated if other than the date

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Senior Indenture

of original issuance of the first Security of such
series of like tenor and term to be issued;

(xvii) whether, and under what conditions, additional
amounts will be payable to Holders of Securities of the
series pursuant to Section 5.04;

(xviii) whether any of the Securities will be issued
as Original Issue Discount Securities;

(xix) information with respect to book-entry
procedures, if any;

(xx) any addition to or change in the Events of
Default or covenants of the Company pertaining to the
Securities of the series; and

(xxi) any other terms of the series.

All Securities of any one series and the coupons
appertaining to Bearer Securities of such series, if any,
shall be substantially identical except, in the case of
Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board
Resolution and set forth, or determined in the manner
provided, in such Officers' Certificate or in any such
indenture supplemental hereto.

Securities of any particular series may be issued
at various times, with different dates on which the
principal or any installment of principal is payable, with
different rates of interest, if any, or different methods by
which rates of interest may be determined, with different
dates on which such interest may be payable and with
different Redemption Dates or Repayment Dates and may be
denominated in different currencies or payable in different
currencies.

SECTION 3.02. Denominations. The Securities of
each series shall be issuable in such form and denominations
as shall be specified as contemplated by Section 3.01. In
the absence of any specification with respect to the
Securities of any series, the Registered Securities of each
series shall be issuable only as Securities without coupons
in denominations of $1,000 and any integral multiple thereof
and the Bearer Securities of each series, if any, shall be

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Senior Indenture

issuable with coupons and in denominations of $5,000 and any
integral multiple thereof.

SECTION 3.03. Execution, Authentication, Delivery
and Dating. The Securities shall be executed on behalf of
the Company by its Chairman of the Board, its President, a
Vice Chairman of the Board, or one of its Vice Presidents
and by its Secretary or one of its Assistant Secretaries.
The signatures of any or all of these officers on the
Securities may be manual or facsimile. Coupons shall bear
the facsimile signature of the Company's Chairman of the
Board, its President, a Vice Chairman of the Board, one of
its Vice Presidents or the Treasurer.

Securities and coupons bearing the manual or
facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at
the date of such Securities.

At any time and from time to time after the
execution and delivery of this Indenture, the Company may
deliver Securities of any series, together with any coupons
appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the
Trustee shall, upon receipt of the Company Order,
authenticate and deliver such Securities as in this
Indenture provided and not otherwise; provided, however,
that, in connection with its original issuance, no Bearer
Security shall be mailed or otherwise delivered to any
location in the United States; and provided further that a
Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive
such Bearer Security shall have delivered to the Trustee, or
such other Person as shall be specified in a temporary
Global Security delivered pursuant to Section 3.04, a
Certificate in the form required by Section 3.11(i).

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Senior Indenture

and delivery of such Global Securities with respect to such
series, authenticate and deliver one or more Global
Securities in permanent or temporary form that (i) shall
represent and shall be denominated in an aggregate amount
equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more
Global Securities, (ii) shall be registered, if in
registered form, in the name of the Depositary for such
Global Security or Securities or the nominee of such
Depositary, and (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's
instructions.

Each Depositary designated pursuant to
Section 3.01 for a Global Security in registered form must,
at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under
the Exchange Act and any other applicable statute or
regulation.

In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled
to receive, and (subject to Section 8.01) shall be fully
protected in relying upon, an Opinion of Counsel complying
with Section 1.02 and stating that:

(i) the form of such Securities and coupons, if
any, has been established in conformity with the
provisions of this Indenture;

(ii) the terms of such Securities and coupons, if
any, or the manner of determining such terms, have been
established in conformity with the provisions of this
Indenture;

(iii) that such Securities and coupons, when
authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and other laws of
general applicability relating to or affecting the
enforcement of creditors' rights and to general
principles of equity; and

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Senior Indenture

(iv) such other matters as the Trustee may
reasonably request.

Notwithstanding the provisions of Section 3.01 and
of this Section 3.03, if all Securities of a series are not
to be originally issued at one time, it shall not be
necessary to deliver the Board Resolution or Officers'
Certificate otherwise required pursuant to Section 3.01 or
the Company Order and Opinion of Counsel otherwise required
pursuant to this Section 3.03 at or prior to the time of
authentication of each Security of such series if such
documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series
to be issued and such documents reasonably contemplate the
issuance of all Securities of such series; provided that any
subsequent request by the Company to the Trustee to
authenticate Securities of such series upon original
issuance shall constitute a representation and warranty by
the Company that as of the date of such request, the
statements made in the Officers' Certificate or other
certificates delivered pursuant to Sections 1.02 and 3.01
shall be true and correct as if made on such date.

A Company Order, Officers' Certificate or Board
Resolution or supplemental indenture delivered by the
Company to the Trustee in the circumstances set forth in the
preceding paragraph may provide that Securities which are
the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time
in the aggregate principal amount, if any, established for
such series pursuant to such procedures acceptable to the
Trustee as may be specified from time to time by Company
Order upon telephonic, electronic or written order of
Persons designated in such Company Order, Officers'
Certificate, supplemental indenture or Board Resolution and
that such Persons are authorized to determine, consistent
with such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution, such terms and conditions of
said Securities as are specified in such Company Order,
Officers' Certificate, supplemental indenture or Board
Resolution.

Each Registered Security shall be dated the date
of its authentication; and unless otherwise specified as
contemplated by Section 3.01, each Bearer Security and any
temporary Global Security referred to in Section 3.04 shall

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Senior Indenture

be dated as of the date of original issuance of such
Security.

No Security or coupon appertaining thereto shall
be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such
Security a certificate of authentication substantially in
the form provided for herein executed by the Trustee by
manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 3.06, the Trustee
shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured
have been detached and canceled. Notwithstanding the
foregoing, if any Security or portion thereof shall have
been duly authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement
(which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) stating that such
Security or portion thereof has never been issued and sold
by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 3.04. Temporary Securities. (a) Pending
the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order and the receipt
of the certifications and opinions required under
Sections 3.01 and 3.03, the Trustee shall authenticate and
deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denominations, substantially of
the tenor of the definitive Securities in lieu of which they
are issued in registered form or, if authorized, in bearer
form with one or more coupons or without coupons, and with
such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities
may determine, as evidenced by their execution of such
Securities. In the case of any series which may be issuable
as Bearer Securities, such temporary Securities may be in
global form, representing such of the Outstanding Securities
of such series as shall be specified therein.

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Senior Indenture

(b) Unless otherwise provided pursuant to
Section 3.01:

(i) Except in the case of temporary Securities in
global form, each of which shall be exchanged in
accordance with the provisions of the following
paragraphs, if temporary Securities of any series are
issued, the Company will cause definitive Securities of
such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the
temporary Securities of such series shall be
exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such
series at the office or agency of the Company in a
Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series (accompanied,
if applicable, by all unmatured coupons and all matured
coupons in default appertaining thereto), the Company
shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of
definitive Securities of such series of authorized
denominations; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in
compliance with the conditions set forth in
Section 3.03. Until so exchanged, the temporary
Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as
definitive Securities of such series.

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Senior Indenture

the initial principal amount, or an increase in the
principal amount, of Outstanding Securities represented
thereby. Until such initial endorsement, such
temporary Global Security shall not evidence any
obligation of the Company. Such temporary Global
Security shall at any time represent the aggregate
principal amount of Outstanding Securities theretofore
endorsed thereon as provided above, subject to
reduction to reflect exchanges as described below.

(iii) Unless otherwise specified in such
temporary Global Security, and subject to the second
proviso in the following paragraph, the interest of a
beneficial owner of Securities of a series in a
temporary Global Security shall be exchanged for
definitive Securities (including a definitive global
Bearer Security) of such series and of like tenor
following the Global Exchange Date (as defined below)
when the account holder instructs Euroclear or CEDEL
S.A., as the case may be, to request such exchange on
his behalf and delivers to Euroclear or CEDEL S.A., as
the case may be, a certificate in the form required by
Section 3.11(i), dated no earlier than 15 days prior to
the Global Exchange Date, copies of which certificate
shall be available from the offices of Euroclear and
CEDEL S.A., the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary
Global Security, any such exchange shall be made free
of charge to the beneficial owners of such temporary
Global Security, except that a Person receiving
definitive Securities must bear the cost of insurance,
postage, transportation and the like in the event that
such Person does not take delivery of such definitive
Securities in person at the offices of Euroclear or
CEDEL S.A. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary
Global Security shall be delivered only outside the
United States.

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Senior Indenture

Authenticating Agent, definitive Securities in
aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by
the Company. Unless otherwise specified as
contemplated by Section 3.01, such definitive
Securities shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as
may be specified by the Company, the Trustee or any
such Authenticating Agent, as may be appropriate. On
or after the Global Exchange Date, such temporary
Global Security shall be surrendered by the Common
Depositary to the Trustee or any such Authenticating
Agent, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee or
any such Authenticating Agent shall authenticate and
deliver, in exchange for each portion of such temporary
Global Security, an equal aggregate principal amount of
definitive Securities of the same series, of authorized
denominations and of like tenor as the portion of such
temporary Global Security to be exchanged, which,
except as otherwise specified as contemplated by
Section 3.01, shall be in the form of Bearer Securities
or Registered Securities, or any combination thereof;
provided, however, that, unless otherwise specified in
such temporary Global Security, upon such presentation
by the Common Depositary, such temporary Global
Security is accompanied by a certificate dated the
Global Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary Global
Security held for its account then to be exchanged and
a certificate dated the Global Exchange Date or a
subsequent date and signed by CEDEL S.A., as to the
portion of such temporary Global Security held for its
account then to be exchanged, each in the form required
by Section 3.11(ii); and provided further that a
definitive Bearer Security (including a definitive
global Bearer Security) shall be delivered in exchange
for a portion of a temporary Global Security only in
compliance with the conditions set forth in
Section 3.03.

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thereby, whereupon its remaining principal amount shall
be reduced for all purposes by the amount so exchanged.
Until so exchanged in full, such temporary Global
Security shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities
of such series authenticated and delivered hereunder,
except that, unless otherwise specified as contemplated
by Section 3.01, interest payable on such temporary
Global Security on an Interest Payment Date for
Securities of such series occurring prior to the
applicable Global Exchange Date shall be payable,
without interest, to Euroclear and CEDEL S.A. on or
after such Interest Payment Date upon delivery by Euro-
clear and CEDEL S.A. to the Trustee or the Paying
Agent, as the case may be, of a certificate or
certificates in the form required by Section 3.11(iii),
for credit on or after such Interest Payment Date to
the respective accounts of the Persons who are the
beneficial owners of such temporary Global Security on
such Interest Payment Date and who have each delivered
to Euroclear or CEDEL S.A., as the case may be, a
certificate in the form required by Section 3.11(iv).
Any interest so received by Euroclear and CEDEL S.A.
and not paid as herein provided prior to the Global
Exchange Date shall be returned to the Trustee or
Paying Agent, as the case may be, which, upon
expiration of two years after such Interest Payment
Date, shall repay such interest to the Company on
Company Request in accordance with Section 5.03.

SECTION 3.05. Registration, Registration of
Transfer and Exchange. With respect to Registered
Securities, the Company shall keep or cause to be kept a
register (sometimes referred to as the "Security Register")
in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of
Registered Securities and the registration of transfers of
Registered Securities and the Company shall appoint a
"Security Registrar", and may appoint any "Co-Security
Registrar" as may be appropriate, to keep the Security
Register. Such Security Register shall be in written form
or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times the
information contained in such Security Register shall be
available for inspection by the Trustee at the office of the
Security Registrar. In the event that any Registered
Securities issued hereunder have The City of New York as a

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Place of Payment, the Company shall appoint either a
Security Registrar or Co-Security Registrar located in The
City of New York.

Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency of
the Company maintained pursuant to Section 5.02 for such
purpose in a Place of Payment for such series, the Company
shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of such
series of any authorized denominations and of a like
aggregate principal amount, tenor and Stated Maturity.

At the option of the Holder, Registered Securities
of any series may be exchanged for other Registered
Securities of such series, of any authorized denominations
and of like aggregate principal amount, tenor and Stated
Maturity, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

Registered Securities may not be exchanged for
Bearer Securities.

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Senior Indenture

Company; provided, however, that interest represented by
coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency of a
Paying Agent, maintained pursuant to Section 5.02 for such
purpose, located outside the United States. Notwithstanding
the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a
Registered Security of the same series and like tenor after
the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date,
or (ii) any Special Record Date and before the opening of
business at such office or agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest
Payment Date or proposed date for payment, as the case may
be.

Notwithstanding any other provision of this
Section, unless and until it is exchanged in whole or in
part for individual Securities represented thereby, a Global
Security representing all or a portion of the Securities of
a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.

Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

<PAGE>
36

Senior Indenture

execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver Securities of
such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

The Company may at any time and in its sole
discretion determine that the Securities of any series
issued in the form of one or more Global Securities shall no
longer be represented by such Global Security or Securities.
In such event, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series of like
tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such
Global Security or Securities.

If specified by the Company pursuant to
Section 3.01 with respect to a series of Securities, the
Depositary for such series of Securities may surrender a
Global Security for such series of Securities in exchange in
whole or in part for Securities of such series of like tenor
and terms and in definitive form on such terms as are
acceptable to the Company, the Trustee and such Depositary.
Thereupon, the Company shall execute, and the Trustee upon
receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, shall
authenticate and deliver, without service charge:

(a) to the Depositary or to each Person specified
by such Depositary a new Security or Securities of the
same series, of like tenor and terms and of any
authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for
such Person's beneficial interest in the Global
Security; and

(b) to such Depositary a new Global Security of
like tenor and terms and in an authorized denomination
equal to the difference, if any, between the principal
amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to
Holders thereof.

<PAGE>

Senior Indenture

In any exchange provided for in any of the
preceding three paragraphs, the Company will execute and the
Trustee, pursuant to a Company Order, will authenticate and
deliver, Securities (a) in definitive registered form in
authorized denominations, if the Securities of such series
are issuable as Registered Securities, (b) in definitive
bearer form in authorized denominations, with coupons
attached, if the Securities of such series are issuable as
Bearer Securities or (c) as either Registered or Bearer
Securities, if the Securities of such series are issuable in
either form; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary
Global Security other than in accordance with the provisions
of Sections 3.03 and 3.04.

Upon the exchange of Global Securities for
Securities in definitive form, such Global Securities shall
be canceled by the Trustee. Registered Securities issued in
exchange for a Global Security pursuant to this Section 3.05
shall be registered in such names and in such authorized
denominations, and delivered to such addresses, as the
Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing. The
Trustee shall deliver such Registered Securities to the
Persons in whose names such Securities are so registered or
to the Depositary. The Trustee shall deliver Bearer
Securities issued in exchange for a Global Security pursuant
to this Section 3.05 to the Depositary or to the Persons at
such addresses, and in such authorized denominations, as the
Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing; provided,
however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Global Security other
than in accordance with the provisions of Sections 3.03 and
3.04.

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

Every Security presented or surrendered for
registration of transfer or exchange shall (if so required

<PAGE>

Senior Indenture

by the Company or the Security Registrar) be duly endorsed,
or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar
duly executed, by the Holder thereof or his attorney duly
authorized in writing.

Unless otherwise provided in the Securities to be
registered for transfer or exchanged, no service charge
shall be made for any registration of transfer or exchange
of Securities, but the Company may (unless otherwise
provided in such Securities) require payment of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges
expressly provided in this Indenture to be made at the
Company's own expense or without expense or without charge
to the Holders.

Neither the Company, the Security Registrar nor
any Co-Security Registrar shall be required (i) to issue,
register the transfer of or exchange any Securities of any
series during a period beginning at the opening of business
15 days before the day of selection of Securities of such
series to be redeemed and ending at the close of business on
(A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the
relevant notice of redemption of Registered Securities of
such series so selected for redemption or (B) if Securities
of the series are issuable as Bearer Securities, the day of
the first publication of the relevant notice of redemption
or, if Securities of the series are also issuable as
Registered Securities and there is no publication, the
mailing of the relevant notice of redemption, or (ii) to
register the transfer or exchange of any Securities or
portions thereof so selected for redemption.

Notwithstanding anything herein to the contrary,
the exchange of Bearer Securities into Registered Securities
shall be subject to applicable laws and regulations in
effect at the time of exchange; none of the Company, the
Trustee nor the Security Registrar shall exchange any Bearer
Securities into Registered Securities if it has received an
Opinion of Counsel that as a result of such exchanges the
Company would suffer adverse consequences under the United
States Federal income tax laws and regulations then in
effect and the Company has delivered to the Trustee a
Company Order directing the Trustee not to make such

<PAGE>

Senior Indenture

exchanges unless and until the Trustee receives a subsequent
Company Order to the contrary. The Company shall deliver
copies of such Company Orders to the Security Registrar.

SECTION 3.06. Mutilated, Destroyed, Lost and
Stolen Securities. If (i) any mutilated Security or
Security with a mutilated coupon is surrendered to the
Trustee or the Security Registrar, or if the Company, the
Trustee and the Security Registrar receive evidence to their
satisfaction of the destruction, loss or theft of any
Security or coupon and (ii) there is delivered to the
Company, the Trustee and the Security Registrar such
security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the
Company, the Trustee or the Security Registrar that such
Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such mutilated,
destroyed, lost or stolen Security or in exchange for the
Security to which a mutilated, destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not
mutilated, destroyed, lost or stolen), a new Security of the
same series and Stated Maturity and of like tenor and
principal amount, bearing a number not contemporaneously
outstanding and, if applicable, with coupons corresponding
to the coupons appertaining thereto; provided, however, that
any new Bearer Security will be delivered only in compliance
with the conditions set forth in Section 3.05.

In case any such mutilated, destroyed, lost or
stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security; provided,
however, that payment of principal of (and premium, if any)
and any interest on Bearer Securities shall be payable only
at an office or agency located outside the United States,
and, in the ease of interest, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of the coupons appertaining thereto.

Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee)
connected therewith.

<PAGE>

Senior Indenture

Every new Security of any series, with its
coupons, if any, issued pursuant to this Section in exchange
for any mutilated security or in lieu of any destroyed, lost
or stolen Security, or in exchange for a Security with a
mutilated, destroyed, lost or stolen coupon, shall
constitute an original additional contractual obligation of
the Company, whether or not the mutilated, destroyed, lost
or stolen Security and its coupons, if any, or the
mutilated, destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with
any and all other Securities of the same series and their
coupons, if any, duly issued hereunder.

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

SECTION 3.07. Payment of Interest; Interest
Rights Preserved. Unless otherwise provided as contemplated
by Section 3.01, interest on any Registered Security which
is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall unless otherwise provided in
such Security be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record
Date for such interest. Unless otherwise specified as
contemplated by Section 3.01, in case a Bearer Security of
any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an
office or agency referred to in Section 3.05) on any Regular
Record Date and before the opening of business (at such
office or agency) on the next succeeding Interest Payment
Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest
will not be payable on such Interest Payment Date in respect
of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of
this Indenture. At the option of the Company, payment of
interest on any Registered Security may be made by check in
the currency designated for such payment pursuant to the
terms of such Registered Security mailed to the address of
the Person entitled thereto as such address shall appear in
the Security Register or by wire transfer to an account in

<PAGE>

Senior Indenture

such currency designated by such Person in writing not later
than ten days prior to the date of such payment.

Any interest on any Registered Security which is
payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of his having
been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in
clause (i) or clause (ii) below.

(i) The Company may elect to make payments of any
Defaulted Interest to the Persons in whose names any
such Registered Securities (or their respective
Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security and the date of
the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 nor less than
10 days prior to the date of the proposed payment and
not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to
each Holder at his address as it appears in the
Security Register, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in
whose names such Registered Securities (or their

<PAGE>
42

Senior Indenture

respective Predecessor Securities) are registered on
such Special Record Date and shall no longer be payable
pursuant to the following clause (ii). In case a
Bearer Security of any series is surrendered at the
office or agency in a Place of Payment for such series
in exchange for a Registered Security of such series
after the close of business at such office or agency on
any Special Record Date and before the opening of
business at such office or agency on the related
proposed date of payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon
relating to such proposed date for payment and
Defaulted Interest will not be payable on such proposed
date for payment in respect of the Registered Security
issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.

(ii) The Company may make payment of any
Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Securities with respect to which
there exists such default may be listed, and upon such
notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such payment
shall be deemed practicable by the Trustee.

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

Subject to the limitations set forth in
Section 5.02, the Holder of any coupon appertaining to a
Bearer Security shall be entitled to receive the interest
payable on such coupon upon presentation and surrender of
such coupon on or after the Interest Payment Date of such
coupon at an office or agency maintained for such purpose
pursuant to Section 5.02.

SECTION 3.08. Persons Deemed Owners. Title to
any Bearer Security, any coupons appertaining thereto and
any temporary Global Security shall pass by delivery.

<PAGE>
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Senior Indenture

Prior to due presentment for registration of
transfer of any Registered Security, the Company, the
Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving
payment of principal of, premium, if any, and (subject to
Section 3.07) interest on such Security, and for all
purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to
the contrary.

The Company, the Trustee and any agent of the
Company or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner
of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupon
be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by
notice to the contrary.

None of the Company, the Trustee, any Paying
Agent, any Authenticating Agent or the Security Registrar
will have the responsibility or liability for any aspect of
the records relating to or payments made on account of
beneficial ownership interest of a Global Security or for
maintaining, supervising or reviewing any records relating
to such beneficial ownership interest, and they shall be
fully protected in acting or refraining from acting on any
such information provided by the Depositary.

SECTION 3.09. Cancellation. Unless otherwise
provided with respect to a series of Securities, all
Securities and coupons surrendered for payment, registration
of transfer, exchange, repayment or redemption shall, if
surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Securities so delivered or
surrendered directly to the Trustee for any such purpose
shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or
in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture or

<PAGE>

Senior Indenture

such Securities. All cancelled Securities or coupons held
by the Trustee shall be destroyed by the Trustee and the
Trustee shall deliver a certificate of such destruction to
the Company.

SECTION 3.10. Computation of Interest. Interest
on the Securities of each series shall be computed as shall
be specified as contemplated by Section 3.01.

SECTION 3.11. Form of Certification. Unless
otherwise provided pursuant to Section 3.01:

(i) Whenever any provision of this Indenture or
the forms of Securities contemplate that certification
be given by a Person entitled to receive a Bearer
Security, such certification shall be provided
substantially in the form of Exhibit A hereto, with
only such changes as shall be approved by the Company.

(ii) Whenever any provision of this Indenture or
the forms of Securities contemplate that certification
be given by Euroclear and CEDEL S.A. in connection with
the exchange of a portion of a temporary Global
Security, such certification shall be provided
substantially in the form of Exhibit B hereto, with
only such changes as shall be approved by the Company.

(iii) Whenever any provision of the Indenture or
the forms of Securities contemplate that certification
be given by Euroclear and CEDEL S.A. in connection with
payment of interest with respect to a temporary Global
Security prior to the related Global Exchange Date,
such certification shall be provided substantially in
the form of Exhibit C hereto, with only such changes as
shall be approved by the Company.

(iv) Whenever any provision of the Indenture or
the forms of Securities contemplate that certification
be given by a beneficial owner of a portion of a
temporary Global Security in connection with payment of
interest with respect to a temporary Global Security
prior to the related Global Exchange Date, such
certification shall be provided substantially in the
form of Exhibit D hereto, with only such changes as
shall be approved by the Company.

<PAGE>

Senior Indenture

SECTION 3.12. Judgments. The Company may
provide, pursuant to Section 3.01, for the Securities of any
series that, to the fullest extent possible under applicable
law and except as may otherwise be specified as contemplated
in Section 3.01, (a) the obligation, if any, of the Company
to pay the principal of (and premium, if any) and interest
of the Securities of any series and any appurtenant coupons
in a Foreign Currency, composite currency or Dollars (the
"Designated Currency") as may be specified pursuant to
Section 3.01 is of the essence and agrees that judgments in
respect of such Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments
in the Designated Currency of the principal of (and premium,
if any) and interest on such Securities and any appurtenant
coupons shall, notwithstanding any payment in any other
currency (whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in the
Designated Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase
with the sum paid in such other currency (after any premium
and cost of exchange) in the country of issue of the
Designated Currency in the case of Foreign Currency or
Dollars or in the international banking community in the
case of a composite currency on the Business Day immediately
following the day on which such Holder receives such
payment; (c) if the amount in the Designated Currency that
may be so purchased for any reason falls short of the amount
originally due, the Company shall pay such additional
amounts as may be necessary to compensate for such
shortfall; and (d) any obligation of the Company not
discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided
herein, shall continue in full force and effect.

ARTICLE FOUR

Redemption of Securities

SECTION 4.01. Applicability of Article.
Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their
terms and, except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, in accordance
with this Article.

<PAGE>

Senior Indenture

SECTION 4.02. Election To Redeem; Notice to
Trustee. The election of the Company to redeem any
Securities redeemable at the option of the Company shall be
evidenced by an Officers' Certificate. In case of any
redemption at the election of the Company of less than all
the Securities of any series, the Company shall, at least
60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee and the Security Registrar of
such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of
any redemption of Securities (i) prior to the expiration of
any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or
(ii) pursuant to an election of the Company which is subject
to a condition specified in the terms of such Securities,
the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction.

SECTION 4.03. Selection by Security Registrar of
Securities To Be Redeemed. If less than all the Securities
of any series with the same terms are to be redeemed, the
particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the
Security Registrar from the Outstanding Securities of such
series having such terms not previously called for
redemption, by such method as the Security Registrar shall
deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount
of Securities of such series of a denomination equal to or
larger than the minimum authorized denomination for
Securities of such series. Unless otherwise provided by the
terms of the Securities of any series so selected for
partial redemption, the portions of the principal of
Securities of such series so selected for partial redemption
shall be, in the case of Registered Securities, equal to
$1,000 or an integral multiple thereof or, in the case of
Bearer Securities, equal to $5,000 or an integral multiple
thereof, and the principal amount of any such Security which
remains outstanding shall not be less than the minimum
authorized denomination for Securities of such series.

The Security Registrar shall promptly notify the
Company, the Trustee and the Co-Security Registrar, if any,
in writing of the Securities selected for redemption and, in
the case of any Security selected for partial redemption,
the principal amount thereof to be redeemed.

<PAGE>
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Senior Indenture

For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the
redemption of Securities shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the
portion of the principal of such Security which has been or
is to be redeemed.

SECTION 4.04. Notice of Redemption. Notice of
redemption shall be given in the manner provided in
Section 1.06, not less than 30 nor more than 60 days prior
to the Redemption Date, to each Holder of Securities to be
redeemed.

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) if less than all Outstanding Securities of any
series having the same terms are to be redeemed, the
identification (and, in the case of partial redemption,
the respective principal amounts) of the particular
Securities to be redeemed;

(iv) that on the Redemption Date the Redemption
Price will become due and payable upon each such
Security to be redeemed, and that interest, if any,
thereon shall cease to accrue on and after said date;

(v) the place or places where such Securities,
together in the case of Bearer Securities with all
remaining coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price;

(vi) that the redemption is for a sinking fund, if
such is the case; and

(vii) the CUSIP number or the Euroclear or the CEDEL
reference numbers (or any other number used by a
Depositary to identify such Securities), if any, of the
Securities to be redeemed.

A notice of redemption published as contemplated
by Section 1.06 need not identify particular Registered
Securities to be redeemed.

<PAGE>
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Senior Indenture

Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company
or, on Company Request, by the Trustee in the name and at
the expense of the Company.

SECTION 4.05. Deposit of Redemption Price. At or
prior to the opening of business on any Redemption Date, the
Company shall deposit or cause to be deposited with the
Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as
provided in Section 5.03) an amount of money sufficient to
pay the Redemption Price of all the Securities which are to
be redeemed on that date; provided, however, that deposits
with respect to Bearer Securities shall be made with a
Paying Agent or Paying Agents located outside the United
States except as otherwise provided in Section 5.02, unless
otherwise specified as contemplated by Section 3.01.

SECTION 4.06. Securities Payable on Redemption
Date. Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein
specified and from and after such date (unless the Company
shall default in the payment of the Redemption Price) such
Securities shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Securities for redemption
in accordance with said notice, such Securities shall be
paid by the Company at the Redemption Price; provided,
however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside
the United States and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of coupons for such interest. Installments of
interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor
Securities, registered as such on the close of business on
the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.

<PAGE>

Senior Indenture

face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security
or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction
shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside
the United States and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of those coupons.

If any Security called for redemption shall not be
paid upon surrender thereof for redemption, the principal
shall, until paid, bear interest from the Redemption Date at
the rate borne by such Security, or as otherwise provided in
such Security.

SECTION 4.07. Securities Redeemed in Part. Any
Security which is to be redeemed only in part shall be
surrendered at the office or agency of the Company in a
Place of Payment therefor (with, if the Company or the
Security Registrar so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the
Holder of such Security or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or
Securities of the same series and Stated Maturity,
containing identical terms and conditions, of any authorized
denominations as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

ARTICLE FIVE

Covenants

<PAGE>

Senior Indenture

interest on the Securities of such series in accordance with
the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture. Unless otherwise
specified as contemplated by Section 3.01 with respect to
any series of Securities, any interest due on Bearer
Securities on or before Maturity shall be payable only
outside the United States upon presentation and surrender of
the several coupons for such interest installments as are
evidenced thereby as they severally mature.

SECTION 5.02. Maintenance of Office or Agency.
If Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of
Payment for any series of Securities an office or agency
where Securities of that series may be presented or
surrendered for payment, where Securities of that series may
be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the
Trustee of the location, and of any change in the location,
of such office or agency. If Securities of a series may be
issuable as Bearer Securities, the Company will maintain
(A) in the Borough of Manhattan, The City of New York, an
office or agency where any Registered Securities of that
series may be presented or surrendered for payment, where
any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that
series may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served, (B) subject
to any laws or regulations applicable thereto, in a Place of
Payment for that series which is located outside the United
States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for
payment (including payment of any additional amounts payable
on Securities of that series pursuant to Section 5.04);
provided, however, that if the Securities of that series are
listed on The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited or the
Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent
for the Securities of that series in London or Luxembourg or
any other required city located outside the United States,
as the case may be, so long as the Securities of that series
are listed on such exchange, and (C) subject to any laws or

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Senior Indenture

regulations applicable thereto, in a Place of Payment for
such series located outside the United States an office or
agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange and where
notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.
The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of any such
office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of
any series of Securities or shall fail to furnish the
Trustee with the address thereof, such presentations, and
surrenders of Securities of that series may be made and
notices and demands may be made or served at the Principal
Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of
any additional amounts payable on Bearer Securities of that
series pursuant to Section 5.04) at the place specified for
the purpose as contemplated by Section 3.01, and the Company
hereby appoints the Trustee as its agent to receive such
respective presentations, surrenders, notices and demands.

Except as otherwise provided in the form of Bearer
Security of any particular series pursuant to the provisions
of this Indenture, no payment of principal, premium or
interest on Bearer Securities shall be made at any office or
agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United
States; provided, however, payment of principal of and any
premium and interest denominated in Dollars (including
additional amounts payable in respect thereof) on any Bearer
Security may be made at an office or agency of, and
designated by, the Company located in the United States if
(but only if) payment of the full amount of such principal,
premium, interest or additional amounts in Dollars at all
offices outside the United States maintained for the purpose
by the Company in accordance with this Indenture is illegal
or effectively precluded by exchange controls or similar
restrictions and the Trustee receives an Opinion of Counsel
that such payment within the United States is legal. Unless
otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, at the option of the
Holder of any Bearer Security or related coupon, payment may
be made by check in the currency designated for such payment

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Senior Indenture

pursuant to the terms of such Bearer Security presented or
mailed to an address outside the United States or by
transfer to an account in such currency maintained by the
payee with a bank located outside the United States.

The Company may also from time to time designate
one or more other offices or agencies where the Securities
of one or more series may be presented or surrendered for
any or all of such purposes specified above in this Section
and may constitute and appoint one or more Paying Agents for
the payment of such Securities, in one or more other cities,
and may from time to time rescind such designations and
appointments; provided, however, that no such designation,
appointment or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in
each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.
Unless and until the Company rescinds one or more such
appointments, the Company hereby appoints: (i) the Trustee,
as its Paying Agent in The City of New York with respect to
all series of Securities having a Place of Payment in The
City of New York and (ii) the [ ] at its principal office
as its Paying Agent in the [ ] with respect to
all series of Securities having a Place of Payment in the
[ ].

SECTION 5.03. Money for Security Payments To Be
Held in Trust. If the Company shall at any time act as its
own Paying Agent for any series of Securities, it will, on
or before each due date of the principal of, premium, if
any, or interest on any of the Securities of such series and
any appurtenant coupons, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to
pay the principal, premium or interest so becoming due until
such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the
Trustee of its action or failure so to act.

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Senior Indenture

the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

The Company will cause each Paying Agent other
than the Trustee for any series of Securities to execute and
deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee subject to the provisions
of this Section, that such Paying Agent will:

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

(ii) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities of
such series) in the making of any payment of principal,
premium or interest on the Securities of such series or
any appurtenant coupons; and

(iii) at any time during the continuance of any such
default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust
by such Paying Agent.

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

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Senior Indenture

Company) shall be discharged from such trust; and the Holder
of such Security or any coupon appertaining thereto shall
thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in each Place of
Payment, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the
Company.

SECTION 5.04. Additional Amounts. If the
Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security
of any series or any coupon appertaining thereto additional
amounts as provided therein. Whenever in this Indenture
there is mentioned, in any context, the payment of the
principal of (or premium, if any) or interest on, or in
respect of, any Security of any series or payment of any
related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall
be deemed to include mention of the payment of additional
amounts provided for in this Section to the extent that, in
such context, additional amounts are, were or would be
payable in respect thereof pursuant to the provisions of
this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof
shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not
made.

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Senior Indenture

Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of (and
premium, if any) or interest on the Securities of that
series shall be made to Holders of Securities of that series
or any related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of
that series. If any such withholding shall be required,
then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to
such Holders of Securities or coupons and the Company will
pay to the Trustee or such Paying Agent the additional
amounts required by this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or reasonable
expense incurred without negligence or bad faith on their
part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

SECTION 5.05. Statement as to Compliance. The
Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, an Officers'
Certificate (provided, however, that one of the signatories
of which shall be the Company's principal executive officer,
principal financial officer or principal accounting officer)
stating, as to each signer thereof, that:

(i) a review of the activities of the Company
during such year and of performance under this
Indenture and under the terms of the Securities has
been made under his supervision; and

(ii) to the best of his knowledge, based on such
review, (a) the Company has fulfilled all its
obligations and complied with all conditions and
covenants under this Indenture and under the terms of
the Securities throughout such year, or, if there has
been a default in the fulfillment of any such
obligation, condition or covenant specifying each such
default known to him and the nature and status thereof,
and (b) no event has occurred and is occurring which
is, or after notice or lapse of time or both would
become, an Event of Default, or if such an event has
occurred and is continuing, specifying such event known
to him and the nature and status thereof.

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Senior Indenture

For purposes of this Section, compliance or
default shall be determined without regard to any period of
grace or requirement of notice provided for herein.

SECTION 5.06. Maintenance of Corporate Existence,
Rights and Franchises. So long as any of the Securities
shall be Outstanding, the Company will do or cause to be
done all things necessary to preserve and keep in full force
and effect its corporate existence, rights and franchises to
carry on its business; provided, however, that nothing in
this Section 5.06 shall (i) require the Company to preserve
any such right or franchise 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
that the loss thereof is not disadvantageous in any material
respect to the Holders, (ii) prevent any consolidation or
merger of the Company, or any conveyance or transfer of its
property and assets substantially as an entirety to any
person, permitted by Article Ten, or (iii) the liquidation
or dissolution of the Company after any conveyance or
transfer of its property and assets substantially as an
entirety to any person permitted by Article Ten.

ARTICLE SIX

Holders' Lists and Reports by Trustee and Company

SECTION 6.01. Company To Furnish Trustee Names
and Addresses of Holders. The Company will furnish or cause
to be furnished to the Trustee (i) semiannually, not more
than 10 days after each March 1 and September 1, a list, in
such form as the Trustee may reasonably require, containing
all the information in the possession or control of the
Company, any of its Paying Agents (other than the Trustee)
or the Security Registrar, if other than the Trustee, as to
the names and addresses of the Holders of Securities as of
such March 1 and September 1, and (ii) at such other times
as the Trustee may request in writing, within 30 days after
receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days
prior to the time such list is requested to be furnished;
provided, however, that if and so long as the Trustee is the
Security Registrar for Securities of a series, no such list
need be furnished with respect to such series of Securities.

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Senior Indenture

SECTION 6.02. Preservation of Information;
Communications to Holders. (i) The Trustee shall preserve,
in as current a form as is reasonably practicable, the names
and addresses of Holders of Securities contained in the most
recent list furnished to the Trustee as provided in
Section 6.01 and the names and addresses of Holders of
Securities received by the Trustee in its capacity as the
Security Registrar, if so acting. The Trustee may destroy
any list furnished to it as provided in Section 6.01 upon
receipt of a new list so furnished.

(ii) If three or more Holders of Securities of
any series (hereinafter referred to as "applicants") apply
in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months
preceding the date of such application, and such application
states that the applicants desire to communicate with other
Holders of Securities of such series or with the Holders of
all Securities with respect to their rights under this
Indenture or under such Securities and is accompanied by a
copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such
application, at its election, either

(a) afford such applicants access to the
information preserved at the time by the Trustee in
accordance with Section 6.02(i), or

(b) inform such applicants as to the approximate
number of Holders of Securities of such series or all
Securities, as the case may be, whose names and
addresses appear in the information preserved at the
time by the Trustee in accordance with Section 6.02(i),
and as to the approximate cost of mailing to such
Holders the form of proxy or other communication, if
any, specified in such application.

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Senior Indenture

such request, with reasonable promptness after a tender to
the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of
mailing, unless, within five days after such tender, the
Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to
the best interests of the Holders of Securities of such
series or all Securities, as the case may be, or would be in
violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in
the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections,
the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met
and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders of
Securities with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise, the
Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

(iii) Every Holder of Securities, by receiving
and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee shall be
held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of
Securities in accordance with Section 6.02(ii), regardless
of the source from which such information was derived, and
that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under
Section 6.02(ii).

SECTION 6.03. Reports by Trustee. (i) Within
60 days after May 1 of each year commencing with the year
1996, the Trustee shall mail to each Holder reports
concerning the Trustee and its action under the Indenture as
may be required pursuant to the Trust Indenture Act if and
to the extent and in the manner provided pursuant thereto.

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Senior Indenture

Securities as have, within the two years preceding such
transmission, filed their names and addresses with the
Trustee for that purpose, and (3) except in the cases of
reports under Section 313(b)(2) of the Trust Indenture Act,
to each Holder of a Security of any series whose name and
address appear in the information preserved at the time by
the Trustee in accordance with Section 6.02(i).

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

SECTION 6.04. Reports by Company. The Company
will:

(i) file with the Trustee, within 15 days after
the Company is required to file the same with the
Commission, copies of the annual reports and of the
information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission
may from time to time by rules and regulations
prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or
reports pursuant to either of said Sections, then it
will file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from
time to time by the Commission, such of the
supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of
the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be
prescribed from time to time in such rules and
regulations;

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

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Senior Indenture

(iii) transmit by mail to Holders of Securities, in
the manner and to the extent provided in
Section 6.03(ii), within 30 days after the filing
thereof with the Trustee, such summaries of any
information, documents and reports required to be filed
by the Company pursuant to paragraphs (i) and (ii) of
this Section as may be required by rules and
regulations prescribed from time to time by the
Commission.

ARTICLE SEVEN

Remedies

SECTION 7.01. Events of Default. "Event of
Default", with respect to any series of Securities, wherever
used herein, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or
governmental body), unless it is either inapplicable to a
particular series or it is specifically deleted or modified
in the supplemental indenture or Board Resolution under
which such series of Securities is issued or in the form of
Security for such series:

(i) default in the payment of the principal of (or
premium, if any, on) any Security of that series at its
Maturity; or

(ii) default in the payment of any interest upon
any Security of such series as and when it become due
and payable, and continuance of such default for a
period of 30 days; or

(iii) failure on the part of the Company or the
Guarantor duly to observe or perform any of the other
covenants or agreements on its part in the Securities
of such series or in this Indenture and continuance of
such failure for a period of 90 days after the date on
which written notice of such failure, requiring the
Company or the Guarantor to remedy the same and stating
that such notice is a "Notice of Default" hereunder,
shall have been given by registered mail to the Company
or the Guarantor by the Trustee, or to the Company, the

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Senior Indenture

Guarantor and the Trustee by the holders of at least
25% in aggregate principal amount of the Securities of
such series at the time Outstanding; or

(iv) the entry of a decree or order by a court
having jurisdiction in the premises granting relief in
respect of the Company or the Guarantor in an
involuntary case under the Federal Bankruptcy Code,
adjudging the Company or the Guarantor a bankrupt, or
approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition
of or in respect of the Company or the Guarantor under
the Federal Bankruptcy Code or any other applicable
Federal or State bankruptcy, insolvency or similar law,
or appointing a receiver, liquidator, custodian,
assignee, trustee, sequestrator (or other similar
official) of the Company or the Guarantor, or of
substantially all of its properties, or ordering the
winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days; or

(v) the institution by the Company or the
Guarantor of proceedings to be adjudicated a bankrupt,
or the consent of the Company or the Guarantor to the
institution of bankruptcy proceedings against it, or
the filing by the Company or the Guarantor of a
petition or answer or consent seeking reorganization or
relief under the Federal Bankruptcy Code or any other
applicable Federal or State bankruptcy, insolvency or
similar law, or the consent by the Company or the
Guarantor to the filing of any such petition or to the
appointment of a receiver, liquidator, custodian,
assignee, trustee, sequestrator (or other similar
official) of the Company or the Guarantor or of
substantially all of its properties under any such law;
or

(viii) any other Event of Default provided with
respect to Securities of that series.

<PAGE>

62
Senior Indenture

of such series may declare the principal of all the
Securities of such series (or, if the Securities of that
series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of
that series) to be immediately due and payable, by a notice
in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration the same shall
become immediately due and payable.

At any time after such a declaration of
acceleration with respect to Securities of any series has
been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in
principal amount of the Outstanding Securities of such
series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences,
and any Event of Default giving rise to such declaration
shall not be deemed to have occurred, if:

(i) the Company has paid or deposited with the
Trustee a sum sufficient to pay

(a) all overdue installments of interest on
all Securities of such series,

(b) the principal of and premium, if any, on
any Securities of such series which have become
due otherwise than by such declaration of
acceleration and interest thereon at the rate or
rates prescribed therefor by the terms of the
Securities of such series,

(c) to the extent that payment of such
interest is lawful, interest upon overdue
installments of interest at the rate or rates
prescribed therefor by the terms of the Securities
of such series, and

(d) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation,
expenses, disbursements and advances of the
Trustee, the Security Registrar, any Paying Agent,
and their agents and counsel and all other amounts
due the Trustee under Section 8.07; and

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Senior Indenture

(ii) all Events of Default with respect to
Securities of that series, other than the nonpayment of
the principal of Securities of that series which have
become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 7.13.

No such recession shall affect any subsequent
default or impair any right consequent thereon.

SECTION 7.03. Collection of Indebtedness and
Suits for Enforcement by Trustee. The Company covenants
that if:

(i) default is made in the payment of any
instalment of interest on any Security of any series
when such interest becomes due and payable and such
default continues for a period of 30 days; or

(ii) default is made in the payment of the
principal of or premium, if any, on any Security of any
series at the Maturity thereof;

the Company will, upon demand of the Trustee, pay to it, for
the benefit of the Holder of any such Security or coupon
appertaining thereto, if any, the whole amount then due and
payable on any such Security or coupon for principal,
premium, if any, and interest, with interest upon the
overdue principal and premium, if any, and (to the extent
that payment of such interest shall be lawful) upon overdue
installments of interest, at the rate or rates prescribed
therefor by the terms of any such Security; and, in addition
thereto, such further amount as shall be sufficient to cover
the reasonable costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any
other amounts due the Trustee under Section 8.07.

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

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Senior Indenture

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

SECTION 7.04. Trustee May File Proofs of
Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon
the Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective
of whether the principal of any Securities shall then be due
and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue
principal, premium, if any, or interest) shall be entitled
and empowered, by intervention in such proceeding or
otherwise:

(i) to file and prove a claim for the whole amount
of principal, premium, if any, and interest owing and
unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the
Trustee under Section 8.07) and of the Holders allowed
in such judicial proceeding; and

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

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

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Senior Indenture

advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 8.07.

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

SECTION 7.05. Trustee May Enforce Claims Without
Possession of Securities. All rights of action and claims
under this Indenture or under the Securities of any series,
or coupons (if any) appertaining thereto, may be prosecuted
and enforced by the Trustee without the possession of any of
the Securities of such series or coupons appertaining
thereto or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel and any other amounts due the Trustee under
Section 8.07, be for the ratable benefit of the Holders of
the Securities of such series and coupons appertaining
thereto in respect of which such judgment has been
recovered.

SECTION 7.06. Application of Money Collected.
Any money collected by the Trustee with respect to a series
of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the
Trustee, and, in case of the distribution of such money on
account of principal, premium, if any, or interest, upon
presentation of the Securities of such series or coupons
appertaining thereto, if any, or both, as the case may be,
and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the
Trustee under Section 8.07;

SECOND: To the payment of the amounts then due
and unpaid upon the Securities of such series and
coupons for principal, premium, if any, and interest,

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in respect of which or for the benefit of which such
money has been collected, ratably, without preference
or priority of any kind, according to the amounts due
and payable on Securities of such series and coupons,
if any, for principal, premium, if any, and interest,
respectively. The Holders of each series of Securities
denominated in ECU, any other composite currency or a
Foreign Currency and any matured coupons relating
thereto shall be entitled to receive a ratable portion
of the amount determined by the Exchange Rate Agent by
converting the principal amount Outstanding of such
series of Securities and matured but unpaid interest on
such series of Securities in the currency in which such
series of Securities is denominated into Dollars at the
Exchange Rate as of the date of declaration of
acceleration of the Maturity of the Securities; and

THIRD: The balance, if any, to the Person or
Persons entitled thereto.

SECTION 7.07. Limitation on Suits. No Holder of
any Security of any series or any related coupons shall have
any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

(i) such Holder has previously given written
notice to the Trustee of a continuing Event of Default
with respect to Securities of such series;

(ii) the Holders of not less than a majority in
principal amount of the Outstanding Securities of such
series shall have made written request to the Trustee
to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

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

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

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

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

SECTION 7.08. Unconditional Right of Holders To
Receive Principal, Premium and Interest. Notwithstanding
any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute
and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 3.07) interest on
such Security or payment of such coupon on the respective
Stated Maturities expressed in such Security or coupon (or,
in the case of redemption or repayment, on the Redemption
Date or Repayment Date) and to institute suit for the
enforcement of such payment, and such rights shall not be
impaired without the consent of such Holder.

SECTION 7.09. Restoration of Rights and
Remedies. If the Trustee or any Holder of a Security or
coupon has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then
and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such
proceeding, be restored severally and respectively to their
former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted.

SECTION 7.10. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement
or payment of mutilated, lost, destroyed or stolen
Securities or coupons in the last paragraph of Section 3.06,
no right or remedy herein conferred upon or reserved to the

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Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 7.11. Delay or Omission Not Waiver. No
delay or omission of the Trustee or of any Holder of any
Security or coupon to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the
case may be.

SECTION 7.12. Control by Holders. The Holders of
a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of
such series; provided that:

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

(ii) the Trustee shall not determine that the
action so directed would be unjustly prejudicial to the
Holders not taking part in such direction;

(iii) subject to the provisions of Section 8.01, the
Trustee shall have the right to decline to follow any
such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee,
determine that the proceeding so directed would involve
the Trustee in personal liability; and

(iv) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with
such direction.

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SECTION 7.13. Waiver of Past Defaults. The
Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default
hereunder and its consequences, except a default not
theretofore cured:

(i) in the payment of the principal of, premium,
if any, or interest on any Security of such series; or

(ii) in respect of a covenant or provision hereof
which under Article Nine cannot be modified or amended
without the consent of the Holder of each Outstanding
Security of such series affected.

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 the
Securities of such series under this Indenture; but no such
waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

SECTION 7.14. Undertaking for Costs. All parties
to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims
or defenses made by such party litigant; but the provisions
of this Section shall not apply to any suit instituted by
the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit
instituted by any Holder of Securities or coupons for the
enforcement of the payment of the principal of, premium, if
any, or interest on any Security or payment of any coupon on
or after the respective Stated Maturities expressed in such
Security or coupon (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment
Date).

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SECTION 7.15. Waiver of Stay or Extension
Laws. The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as
though no such law had been enacted.

ARTICLE EIGHT

The Trustee

SECTION 8.01. Certain Duties and
Responsibilities. (i) Except during the continuance of an
Event of Default with respect to any series of Securities:

(a) the Trustee undertakes to perform such duties
and only such duties as are specifically set forth in
this Indenture with respect to Securities of such
series, and no implied covenants or obligations shall
be read into this Indenture against the Trustee with
respect to such series; and

(b) in the absence of bad faith on its part, the
Trustee may conclusively rely with respect to such
series, 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 certificate or 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 as to form to the requirements of the
Indenture.

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the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs.

(iii) No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its
own wilful misconduct, except that:

(a) this Subsection shall not be construed to
limit the effect of Subsection (i) of this Section;

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

(c) the Trustee shall not be liable with respect
to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of
the Holders of a majority in principal amount of the
Outstanding Securities of any series relating to the
time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this
Indenture with respect to Securities of such series;
and

(d) no provision of this Indenture shall require
the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

(iv) Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

SECTION 8.02. Notice of Default. Within 90 days
after the occurrence of any default hereunder with respect
to Securities of any series, the Trustee shall transmit by
mail to all Holders of Securities of such series entitled to
receive reports pursuant to Section 6.03(ii) notice of such

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Senior Indenture

default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the
principal of, premium, if any, or interest on any Security
of such series, or any related coupons or in the payment of
any sinking fund instalment with respect to Securities of
such series the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of
the Holders of Securities of such series; and provided
further that in the case of any default of the character
specified in Section 7.01(iii) with respect to Securities of
such series, no such notice to Holders of Securities of such
series shall be given until at least 90 days after the
occurrence thereof. For the purpose of this Section, the
term "default", with respect to Securities of any series,
means any event which is, or after notice or lapse of time,
or both, would become, an Event of Default with respect to
Securities of such series.

SECTION 8.03. Certain Rights of Trustee. Except
as otherwise provided in Section 8.01:

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

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

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

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Senior Indenture

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

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

(vi) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent,
order, bond, security or other paper or document, but
the Trustee, in its discretion, may make further
inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of
the Company, personally or by agent or attorney;

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

(viii) the Trustee shall not be charged with
knowledge of any default (as defined in Section 8.02)
or Event of Default unless either (1) a Responsible
Officer of the Trustee shall have actual knowledge of
such default or Event of Default or (2) written notice
of such default or Event of Default shall have been
given to the Trustee by the Company or any Holder; and

(ix) the Trustee shall not be liable for any action
taken, suffered or omitted by it in good faith and
reasonably believed by it to be authorized or within
the discretion or rights or powers conferred upon it by
this Indenture.

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Senior Indenture

SECTION 8.04. Not Responsible for Recitals or
Issuance of Securities. The recitals contained herein and
in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating
Agent assumes responsibility for their correctness. The
Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

SECTION 8.05. May Hold Securities. The Trustee,
any Authenticating Agent, any Paying Agent, the Security
Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 8.08 and
8.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.

SECTION 8.06. Money Held in Trust. Money held by
the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in
writing with the Company.

SECTION 8.07. Compensation and Reimbursement.
The Company agrees:

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

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

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Senior Indenture

(iii) to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or
administration of this trust, including the costs and
expenses of defending itself against any claim or
liability in connection with the exercise or
performance of any of its powers or duties hereunder.

As security for the performance of the obligations
of the Company under this Section the Trustee shall have a
lien prior to the Securities upon all property and funds
held or collected by the Trustee as such, except funds held
in trust for the payment of principal of, premium, if any,
or interest on particular Securities.

When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in
Section 7.01, the expenses (including the reasonable fees
and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of
administration under any applicable bankruptcy, insolvency
or other similar law.

The obligations of the Company set forth in this
Section 8.07 and any lien arising hereunder shall survive
the resignation or removal of any Trustee, the discharge of
the Company's obligations pursuant to Article Eleven of this
Indenture and the termination of this Indenture and the
repayment of the Securities whether at the Stated Maturity
or otherwise.

SECTION 8.08. Disqualification; Conflicting
Interests. If the Trustee has or shall acquire a
conflicting interest within the meaning of Section 310 of
the Trust Indenture Act, the Trustee shall either eliminate
such conflicting interest or resign, to the extent and in
the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not
be deemed to have a conflicting interest with respect to the
Securities of any series by virtue of being Trustee with
respect to the Securities of any particular series of
Securities other than that series.

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Senior Indenture

SECTION 8.09. Corporate Trustee Required;
Eligibility. There shall at all times be a Trustee with
respect to each series of Securities hereunder which shall
be a corporation organized and doing business under the laws
of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and
surplus of at least $50,000,000, subject to supervision or
examination by Federal or State authority; provided,
however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the Commission under the
Trust Indenture Act at any time permit a corporation
organized and doing business under the laws of any other
jurisdiction to serve as trustee of an indenture qualified
under the Trust Indenture Act, this Section 8.09 shall be
automatically deemed amended to permit a corporation
organized and doing business under the laws of any such
jurisdiction to serve as Trustee hereunder. If such
corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus
of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report
of condition so published. Neither the Company nor any
person directly or indirectly controlling, controlled by or
under common control with the Company may serve as Trustee.
If at any time the Trustee with respect to any series of
Securities shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

SECTION 8.10. Resignation and Removal;
Appointment of Successor. (i) No resignation or removal of
the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under
Section 8.11.

(ii) The Trustee may resign with respect to any
series of Securities at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the
resigning Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition

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Senior Indenture

any court of competent jurisdiction for the appointment of a
successor Trustee with respect to Securities of such series.

(iii) The Trustee may be removed with respect to
any series of Securities at any time by Act of the Holders
of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to
the Company.

(iv) If at any time:

(a) the Trustee shall fail to comply with
Section 8.08 with respect to any series of Securities
after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security of
such series for at least six months; or

(b) the Trustee shall cease to be eligible under
Section 8.09 with respect to any series of Securities
and shall fail to resign after written request therefor
by the Company or by any Holder of Securities of such
series; or

(c) the Trustee shall become incapable of acting
with respect to any series of Securities or shall be
adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any
public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation;

then, in any such case, (1) the Company by a Board
Resolution may remove the Trustee with respect to such
series, or (2) subject to Section 7.14, any Holder who has
been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others
similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to such
series.

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Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to
the Securities of one or more or all of such series and that
at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply
with the applicable requirements of Section 8.11. If,
within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor
Trustee with respect to such series of Securities shall be
appointed by the Act of the Holders of a majority in
principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee
with respect to such series, the successor Trustee so
appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to
such series and to that extent supersede the successor
Trustee appointed by the Company with respect to such
series. If no successor Trustee with respect to such series
shall have been so appointed by the Company or the Holders
of Securities of such series and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona
fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to such
series.

(vi) The Company shall give notice of each
resignation and each removal of the Trustee with respect to
the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-
class mail, postage prepaid, to the Holders of Registered
Securities of such series as their names and addresses
appear in the Security Register and, if Securities of such
series are issuable as Bearer Securities, by publishing
notice of such event once in an Authorized Newspaper in each
Place of Payment located outside the United States. Each
notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of
its Principal Corporate Trust Office.

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retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring
Trustee shall become effective with respect to all or any
series as to which it is resigning as Trustee, and such
successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to
all or any such series; but, on request of the Company or
such successor Trustee, such retiring Trustee shall upon
payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights,
powers and trusts of such retiring Trustee with respect to
all or any such series; and shall duly assign, transfer and
deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to all
or any such series.

(ii) In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or
more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall
accept such appointment and which (a) shall contain such
provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee
relates, (b) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and
(c) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any
other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of
the retiring Trustee shall become effective to the extent

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provided therein and each such successor Trustee, without
any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, subject
nevertheless to its lien, if any, provided for in
Section 8.07.

(iii) Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts
referred to in Paragraph (i) or (ii) of this Section, as the
case may be.

(iv) No successor Trustee with respect to a series
of Securities shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be
qualified and eligible with respect to such series under
this Article.

SECTION 8.12. Merger, Conversion, Consolidation
or Succession to Business of Trustee. Any corporation into
which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder;
provided that such corporation shall be otherwise qualified
and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated
such Securities.

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Senior Indenture

SECTION 8.13. Preferential Collection of Claims
Against Company. If and when the Trustee shall be or become
a creditor of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions
of Section 311 of the Trust Indenture Act regarding the
collection of such claims against the Company (or any such
other obligor). A Trustee that has resigned or been removed
shall be subject to and comply with said Section 311 to the
extent required thereby.

SECTION 8.14. Appointment of Authenticating
Agents. The Trustee may appoint an Authenticating Agent or
Agents, which may include any Affiliate of the Company, with
respect to one or more series of Securities. Such
Authenticating Agent or Agents at the option of the Trustee
shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original
issuance, exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee
hereunder. Whenever reference is made in this Indenture to
the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication or the
delivery of Securities to the Trustee for authentication,
such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating
Agent, a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent and delivery of
Securities to the Authenticating Agent on behalf of the
Trustee. Each Authenticating Agent shall be acceptable to
the Company and shall at all times be a corporation
organized and doing business under the laws of the United
States of America, any State thereof or the District of
Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus
of not less than $5,000,000 and subject to supervision or
examination by Federal or State authority. Notwithstanding
the foregoing, an Authenticating Agent located outside the
United States may be appointed by the Trustee if previously
approved in writing by the Company and if such
Authenticating Agent meets the minimum capitalization
requirements of this Section 8.14. If such Authenticating
Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this

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Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report
of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect
specified in this Section.

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

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

If an appointment with respect to one or more
series is made pursuant to this Section, the Securities of
such series may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

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Senior Indenture

This is one of the Securities of the series
designated therein referred to in the within-mentioned
Indenture.

, as Trustee,

as Authenticating Agent

Authorized Signatory

ARTICLE NINE

Supplemental Indentures

SECTION 9.01. Supplemental Indentures Without
Consent of Holders. Without the consent of any Holder of
any Securities or coupons, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the
following purposes:

(i) to evidence the succession of another
corporation or Person to the Company or the Guarantor,
and the assumption by any such successor of the
covenants of the Company or the Guarantor, as the case
may be, herein and in the Securities contained; or

(ii) to evidence and provide for the acceptance of
appointment by another corporation as a successor
Trustee hereunder with respect to one or more series of
Securities and to add to or change any of the
provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to
Section 8.11; or

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Senior Indenture

all series of Securities or coupons, stating that such
covenants are expressly being included solely for the
benefit of such series), or to surrender any right or
power herein conferred upon the Company or the
Guarantor; or

(iv) to cure any ambiguity, to correct or
supplement any provision herein which may be
inconsistent with any other provision herein, or to
make any other provisions with respect to matters or
questions arising under the Indenture; provided that
such action shall not adversely affect the interests of
the Holders of Securities of any series or any related
coupons in any material respect; or

(v) to add any additional Events of Default with
respect to all or any series of the Securities (and, if
such Event of Default is applicable to less than all
series of Securities, specifying the series to which
such Event of Default is applicable); or

(vi) to add to, change or eliminate any of the
provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of
principal of (or premium, if any) or any interest on
Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit
Bearer Securities to be issued in exchange for Bearer
Securities of other authorized denominations or to
permit or facilitate the issuance of Securities in
uncertificated form; provided any such action shall not
adversely affect the interests of the Holders of
Securities of any series or any related coupons in any
material respect; or

(vii) to add to, change or eliminate any of the
provisions of this Indenture; provided that any such
addition, change or elimination (a) shall become
effective only when there is no Security Outstanding of
any series created prior to the execution of such
supplemental indenture which is adversely affected by
such addition, change or elimination or (b) shall not
apply to any Securities Outstanding; or

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(viii) to establish the form or terms of Securities
of any series as permitted by Sections 2.01 and 3.01;
or

(ix) to add to or change any provisions of this
Indenture to such extent as shall be necessary to
permit or facilitate the issuance of Securities
convertible into other securities; or

(x) to evidence any changes to Section 8.09 as
permitted by the terms thereof; or

(xi) to add to or change or eliminate any provision
of this Indenture as shall be necessary or
desirable in accordance with any amendments to the
Trust Indenture Act; provided such action shall not
adversely affect the interest of Holders of Securities
of any series or any related coupons in any material
respect.

SECTION 9.02. Supplemental Indentures with Con-
sent of Holders. With the consent of the Holders of not
less than a majority in aggregate principal amount of the
Outstanding Securities of all series affected by such
supplemental indenture or indentures (acting as one class),
by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner
the rights of the Holders of Securities of each such series
and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security
affected thereby:

(i) change the Maturity of the principal of, or
the Stated Maturity of any instalment of interest (or
premium, if any) on, any Security, or reduce the
principal amount thereof or any premium thereon or the
rate of interest thereon, or change the obligation of
the Company to pay additional amounts pursuant to
Section 5.04 (except as contemplated by
Section 10.01(i) and permitted by Section 9.01), or
reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a

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Senior Indenture

declaration of acceleration of the Maturity thereof
pursuant to Section 7.02, or change the method of
calculating interest thereon or the coin or currency in
which any Security (or premium, if any, thereon) or the
interest thereon is payable, or reduce the minimum rate
of interest thereon, or impair the right to institute
suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of
redemption or repayment, on or after the Redemption
Date or Repayment Date);

(ii) reduce the percentage in principal amount of
the Outstanding Securities of any series, the consent
of whose Holders is required for any such supplemental
indenture or the consent of whose Holders is required
for any waiver (of compliance with certain provisions
of this Indenture or of certain defaults hereunder and
their consequences) provided for in this Indenture or
reduce the requirements of Section 16.04 for a quorum;

(iii) change any obligation of the Company to
maintain an office or agency in the places and for the
purposes specified in Section 5.02; or

(iv) modify any of the provisions of this Section
or Section 7.13, except to increase any such percentage
or to provide that certain other provisions of this
Indenture cannot be modified or waived.

A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture
which has expressly been included solely for the benefit of
one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

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Senior Indenture

created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 8.01) shall be fully
protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is
authorized or permitted by and complies with this Indenture.
The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee's
own rights, liabilities, duties or immunities under this
Indenture or otherwise.

SECTION 9.04. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part
of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

SECTION 9.05. Conformity with Trust Indenture
Act. Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the TIA as then
in effect.

SECTION 9.06. Reference in Securities to
Supplemental Indentures. Securities authenticated and
delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall, if required by the
Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and
the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding
Securities.

ARTICLE TEN

Consolidation, Merger, Conveyance or Transfer

SECTION 10.01. Company May Consolidate, etc.,
Only on Certain Terms. The Company shall not consolidate
with or merge into any other corporation or convey or
transfer its properties and assets substantially as an
entirety to any single Person, unless:

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Senior Indenture

(i) the Person formed by such consolidation or
into which the Company is merged or the Person which
acquires by conveyance or transfer the properties and
assets of the Company substantially as an entirety
shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual
payment of the principal of, premium, if any, and
interest (including all additional amounts, if any,
payable pursuant to Section 5.04) on all the Securities
and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;

(ii) immediately after giving effect to such
transaction, no Event of Default, and no event which,
after notice or lapse of time, or both, would become an
Event of Default, shall have happened and be
continuing; and

(iii) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger, conveyance or
transfer and such supplemental indenture comply with
this Article and that all conditions precedent herein
provided for relating to such transaction have been
complied with.

SECTION 10.02. Successor Corporation Substituted.
Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of the Company
substantially as an entirety in accordance with
Section 10.01, the successor Person formed by such
consolidation or into which the Company is merged or to
which such conveyance or transfer is made shall succeed to,
and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same
effect as if such successor Person had been named as the
Company herein. In the event of any such conveyance or
transfer, the Company as the predecessor corporation and
the Guarantor shall be relieved of all obligations and
covenants under this Indenture and may be dissolved, wound
up and liquidated at any time thereafter.

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Senior Indenture

ARTICLE ELEVEN

Satisfaction and Discharge

SECTION 11.01. Satisfaction and Discharge of
Indenture. This Indenture shall cease to be of further
effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided
for and rights to receive payments thereon and any right to
receive additional amounts, as provided in Section 5.04),
and the Trustee, on receipt of a Company Request and at the
expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture,
when:

(i) either

(a) all Securities theretofore authenticated
and delivered (other than (1) coupons appertaining
to Bearer Securities surrendered for exchange for
Registered Securities and maturing after such
exchange, whose surrender is not required or has
not been waived as provided in Section 3.05,
(2) coupons appertaining to Bearer Securities
called for redemption and maturing after the
relevant Redemption Date, whose surrender has been
waived as provided in Section 4.07, (3) Securities
and coupons which have been destroyed, lost or
stolen and which have been replaced or paid as
provided in Section 3.06, and (4) Securities for
whose payment money has theretofore been deposited
in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or
discharged from such trust, as provided in
Section 5.03) have been delivered to the Trustee
for cancellation; or

(b) all such Securities not theretofore
delivered to the Trustee for cancellation

(1) have become due and payable, or

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

(3) are to be called for redemption
within one year under arrangements

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satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the
name, and at the expense, of the Company,

and the Company, in the case of (b) (1), (2) or (3)
above, has deposited or caused to be deposited with the
Trustee, as trust funds in trust for the purpose, an
amount sufficient to pay and discharge the entire
indebtedness on such Securities and coupons not
theretofore delivered to the Trustee for cancellation,
for principal, premium, if any, and interest to the
date of such deposit (in the ease of Securities which
have become due and payable), or to the Maturity or
Redemption Date, as the case may be;

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

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

SECTION 11.02. Application of Trust Money.
Subject to the provisions of the last paragraph of
Section 5.03, all money deposited with the Trustee pursuant
to Section 11.01 shall be held in trust and applied by it,
in accordance with the provisions of the Securities, the
coupons, if any, and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may
determine, to the Persons entitled thereto, of the
principal, premium, if any, and interest for whose payment
such money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the
extent required by law.

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Senior Indenture

SECTION 11.03. Reinstatement. If the Trustee or
any Paying Agent is unable to apply any money in accordance
with Section 11.02 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to Section 11.01
until such time as the Trustee or any Paying Agent is
permitted to apply all such money in accordance with
Section 11.02.

ARTICLE TWELVE

Immunity of Incorporators, Stockholders,
Officers and Directors

SECTION 12.01. Exemption from Individual
Liability. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security
or coupon, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation,
either directly or through the Company, whether by virtue of
any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate
obligations of the Company, and that no such personal
liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or
directors, as such, of the Company or of any successor
corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this
Indenture or in any of the Securities or coupons or implied
therefrom; and that any and all such personal liability,
either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director,
as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in
any of the Securities or coupons or implied therefrom, are
hereby expressly waived and released as a condition of, and

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as a consideration for, the execution of this Indenture and
the issuance of the Securities.

ARTICLE THIRTEEN

Sinking Funds

SECTION 13.01. Applicability of Article. The
provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by
Section 3.01 for Securities of such series.

The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is
herein referred to as a "mandatory sinking fund payment",
and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein
referred to as an "optional sinking fund payment". If
provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to
reduction as provided in Section 13.02. Each sinking fund
payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of
such series.

SECTION 13.02. Satisfaction of Sinking Fund
Payments with Securities. The Company (i) may deliver
Outstanding Securities of a series (other than any
previously called for redemption), together in the case of
any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (ii) may apply as a credit
Securities of a series which have been redeemed either at
the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series;
provided that such Securities have not been previously so
credited. Such Securities shall be received and credited
for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.
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Senior Indenture

SECTION 13.03. Redemption of Securities for
Sinking Fund. Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company
will deliver to the Trustee and the Security Registrar an
Officers' Certificate specifying (i) the amount of the next
ensuing sinking fund payment for that series pursuant to the
terms of that series, (ii) the portion thereof, if any,
which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to
Section 13.02, and (iii) that none of such Securities has
theretofore been so credited and stating the basis for such
credit, and will also deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each
sinking fund payment date the Security Registrar shall
select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 4.03 and
cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner
provided in Section 4.04. Such notice having been duly
given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 4.06
and 4.07.

ARTICLE FOURTEEN

Guarantee

SECTION 14.01. Guarantee. The Guarantor hereby
unconditionally and irrevocably guarantees on a senior basis
to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment of principal of
and interest on the Securities when due, whether at
maturity, by acceleration, by redemption or otherwise, and
all other monetary obligations of the Company under this
Indenture (including obligations to the Trustee) and the
Securities and (b) the full and punctual performance within
applicable grace periods of all other obligations of the
Company under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the
"Obligations"). The Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part,
without notice or further assent from the Guarantor, and
that the Guarantor shall remain bound under this
Article Fourteen notwithstanding any extension or renewal of
any Obligations.

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Senior Indenture

The Guarantor waives presentation to, demand of,
payment from and protest to the Company of any of the
Obligations and also waives notice of protest for
nonpayment. The Guarantor waives notice of any default
under the Securities or the Obligations. The obligations of
the Guarantor hereunder shall not be affected by (a) the
failure of any Holder or the Trustee to assert any claim or
demand or to enforce any right or remedy against the Company
or any other Person under this Indenture, the Securities or
any other agreement or otherwise; (b) any extension or
renewal of any thereof; (c) any rescission, waiver,
amendment or modification of any of the terms or provisions
of this Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the
Trustee for the Obligations or any of them; (e) the failure
of any Holder or Trustee to exercise any right or remedy
against any other guarantor of the Obligations; or (f) any
change in the ownership of the Guarantor.

The Guarantor further agrees that its Guaranty
herein constitutes a guarantee of payment, performance and
compliance when due (and not a guarantee of collection) and
waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of
the Obligations.

The obligations of the Guarantor hereunder shall
not be subject to any reduction, limitations, impairment or
termination for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not
be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality
of the foregoing, the obligations of the Guarantor herein
shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the Trustee to assert any claim
or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or
modification of any thereof, by any default, failure or
delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of the Guarantor or
would otherwise operate as a discharge of the Guarantor as a
matter of law or equity.

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The Guarantor further agrees that its Guarantee
herein shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part
thereof, of principal of or interest on any Obligation is
rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company
or otherwise.

In furtherance of the foregoing and not in
limitation of any other right which any Holder or the
Trustee has at law or in equity against the Guarantor by
virtue hereof, upon the failure of the Company to pay the
principal of or interest on any Obligation when and as the
same shall become due, whether at maturity, by acceleration,
by redemption or otherwise, or to perform or comply with any
other Obligation, the Guarantor hereby promises to and
shall, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Holders
or the Trustee an amount equal to the sum of (i) unpaid
principal amount of such Obligations, (ii) the accrued and
unpaid interest on such Obligations (but only to the extent
not prohibited by law) and (iii) all other monetary
Obligations of the Company to the Holders and the Trustee.

The 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. The Guarantor further agrees
that, as between it, 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 Seven for the purposes of the Guarantor's
Guarantee herein, 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 Seven, such Obligations (whether or not
due and payable) shall forthwith become due and payable by
the Guarantor for the purposes of this Section.

The Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred
by the Trustee or any Holder in enforcing any rights under
this Section.

SECTION 14.02. Limitation on Liability. Any term
or provision of this Indenture to the contrary

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Senior Indenture

notwithstanding, the maximum, aggregate amount of the
obligations guaranteed hereunder by the Guarantor shall not
exceed the maximum amount that can be hereby guaranteed
without rendering this Indenture, as it relates to the
Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer.

SECTION 14.03. Successors and Assigns. This
Article Fourteen shall be binding upon the Guarantor and its
successors and assigns and shall enure to the benefit of the
successors and assigns of the Trustee and the Holders and,
in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred
upon that party in this Indenture and in the Securities
shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and
conditions of this Indenture.

SECTION 14.04. No Waiver. Neither a failure nor
a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article
Fourteen shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The
rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive
of any other rights, remedies or benefits which either may
have under this Article Fourteen at law, in equity, by
statute or otherwise.

SECTION 14.05. Modification. No modification,
amendment or waiver of any provision of this Article
Fourteen, nor the consent to any departure by the Guarantor
therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific
instance and for the purposes for which given. No notice to
or demand on the Guarantor in any case shall entitle the
Guarantor to any other or further notice or demand in the
same, similar or other circumstances.

<PAGE>

Senior Indenture

ARTICLE FIFTEEN

Repayment at the Option of Holders

SECTION 15.01. Applicability of Article.
Securities of any series which are repayable at the option
of the Holders thereof before their Stated Maturity shall be
repaid in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Securities
of such series) in accordance with this Article.

SECTION 15.02. Repayment of Securities. Each
Security which is subject to repayment in whole or in part
at the option of the Holder thereof on a Repayment Date
shall be repaid at the applicable Repayment Price together
with interest accrued to such Repayment Date as specified
pursuant to Section 3.01.

SECTION 15.03. Exercise of Option, Notice. Each
Holder desiring to exercise such Holder's option for
repayment shall, as conditions to such repayment, surrender
the Security to be repaid in whole or in part together with
written notice of the exercise of such option at any office
or agency of the Company in a Place of Payment, not less
than 30 nor more than 45 days prior to the Repayment Date;
provided, however, that surrender of Bearer Securities
together with written notice of exercise of such option
shall be made at an office or agency located outside the
United States except as otherwise provided in Section 5.02.
Such notice, which shall be irrevocable, shall specify the
principal amount of such Security to be repaid, which shall
be equal to the minimum authorized denomination for such
Security or an integral multiple thereof, and shall identify
the Security to be repaid and, in the case of a partial
repayment of the Security, shall specify the denomination or
denominations of the Security or Securities of the same
series to be issued to the Holder for the portion of the
principal of the Security surrendered which is not to be
repaid.

<PAGE>

Senior Indenture

such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the
Holder of such Bearer Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the
Repayment Price, such Holder shall be entitled to receive
the amount so deducted without interest thereon; provided,
however, that interest represented by coupons shall be
payable only at an office or agency located outside the
United States except as otherwise provided in Section 5.02.

The Company shall execute and the Trustee shall
authenticate and deliver without service charge to the
Holder of any Registered Security so surrendered a new
Registered Security or Securities of the same series and
tenor, of any authorized denomination specified in the
foregoing notice, in an aggregate principal amount equal to
any portion of the principal of the Registered Security so
surrendered which is not to be repaid.

The Company shall execute and the Trustee shall
authenticate and deliver without service charge to the
Holder of any Bearer Security so surrendered a new
Registered Security or Securities or new Bearer Security or
Securities (and all appurtenant unmatured coupons and
matured coupons in default) or any combination thereof of
the same series and tenor of any authorized denomination or
denominations specified in the foregoing notice, in an
aggregate principal amount equal to any portion of the
principal of the Security so surrendered which is not to be
repaid; provided, however, that the issuance of a Registered
Security therefor shall be subject to applicable laws and
regulations, including provisions of the United States
Federal income tax laws and regulations in effect at the
time of the exchange; neither the Company, the Trustee nor
the Security Registrar shall issue Registered Securities for
Bearer Securities if it has received an Opinion of Counsel
that as a result of such issuance the Company would suffer
adverse consequences under the United States Federal income
tax laws then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make
such issuances thereafter unless and until the Trustee
receives a subsequent Company Order to the contrary. The
Company shall deliver copies of such Company Order to the
Security Registrar.

<PAGE>

Senior Indenture

For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the
repayment of Securities shall relate, in the case of any
Security repaid or to be repaid only in part, to the portion
of the principal of such Security which has been or is to be
repaid.

SECTION 15.04. Election of Repayment by
Remarketing Entities. The Company may elect, with respect
to Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity,
at any time prior to any Repayment Date to designate one or
more Remarketing Entities to purchase, at a price equal to
the Repayment Price, Securities of such series from the
Holders thereof who give notice and surrender their
Securities in accordance with Section 15.03.

SECTION 15.05. Securities Payable on the
Repayment Date. Notice of exercise of the option of
repayment having been given and the Securities so to be
repaid having been surrendered as aforesaid, such Securities
shall, unless purchased in accordance with Section 15.04, on
the Repayment Date become due and payable at the price
therein specified and from and after the Repayment Date such
Securities shall cease to bear interest and shall be paid on
the Repayment Date, and the coupons for such interest
appertaining to Bearer Securities so to be repaid, except to
the extent provided above, shall be void, unless the Company
shall default in the payment of such price, in which case
the Company shall continue to be obligated for the principal
amount of such Securities and shall be obligated to pay
interest on such principal amount at the rate prescribed
therefor by such Securities from time to time until payment
in full of such principal amount.

ARTICLE SIXTEEN

Meetings of Holders of Securities

SECTION 16.01. Purposes for Which Meetings May Be
Called. If Securities of a series are issuable in whole or
in part as Bearer Securities, a meeting of Holders of
Securities of such series may be called at any time and from
time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice,
consent, waiver or other Act provided by this Indenture to

<PAGE>

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Senior Indenture

be made, given or taken by Holders of Securities of such
series.

SECTION 16.02. Call, Notice and Place of
Meetings. (i) The Trustee may at any time call a meeting
of Holders of Securities of any series issuable as Bearer
Securities for any purpose specified in Section 16.01, to be
held at such time and at such place in the City of [
], the Borough of Manhattan, The City of New York, or
in London as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting
forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall
be given, in the manner provided in Section 1.06, not less
than 21 nor more than 180 days prior to the date fixed for
the meeting.

(ii) In case at any time the Company, pursuant to
a Board Resolution, or the Holders of at least 10% in
principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the
Holders of Securities of such series for any purpose
specified in Section 16.01, by written request setting forth
in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first
publication of the notice of such meeting within 21 days
after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may
determine the time and the place in the City of [ ]
the Borough of Manhattan, The City of New York, or in London
for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (i) of
this Section.

SECTION 16.03. Persons Entitled To Vote at
Meetings. To be entitled to vote at any meeting of Holders
of Securities of any series, a Person shall be (1) a Holder
of one or more Outstanding Securities of such series, or (2)
a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of
such series by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any

<PAGE>

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Senior Indenture

representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

SECTION 16.04. Quorum; Action. The Persons
entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum
for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such
meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of
a greater percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such
greater percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the
absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be
dissolved. In the absence of a quorum in any other case the
meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as
determined by the chairperson of the meeting prior to the
adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as
provided in Section 16.02(i), except that such notice need
be given only once not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice
of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

<PAGE>

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Senior Indenture

such greater percentage in principal amount of the
Outstanding Securities of that series; and provided further
that, except as limited by the provisos to Section 9.02, any
resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other
Act which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage,
which is less than a majority in principal amount of the
Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of
the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

Any resolution passed or decision taken at any
meeting of Holders of Securities of any series duly held in
accordance with this Section shall be binding on all the
Holders of Securities of such series and the related
coupons, whether or not present or represented at the
meeting.

SECTION 16.05. Determination of Voting Rights;
Conduct and Adjournment of Meetings. (a) Notwithstanding
any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to
proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except
as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner
specified in Section 1.04 and the appointment of any proxy
shall be proved in the manner specified in Section 1.04 or,
in the case of Bearer Securities, by having the signature of
the person executing the proxy witnessed or guaranteed by
any trust company, bank or banker authorized by Section 1.04
to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 1.04 or other
proof.

(b) The Trustee shall, by an instrument in
writing, appoint a temporary chairperson of the meeting,

<PAGE>

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Senior Indenture

unless the meeting shall have been called by the Company or
by Holders of Securities as provided in Section 16.02(ii),
in which case the Company or the Holders of Securities of
the series calling the meeting, as the case may be, shall in
like manner appoint a temporary chairperson. A permanent
chairperson and a permanent secretary of the meeting shall
be elected by vote of the Persons entitled to vote a
majority in principal amount of the Outstanding Securities
of such series represented at the meeting.

(c) At any meeting each Holder of a Security of
such series or proxy shall be entitled to one vote for each
$1,000 principal amount (or the equivalent in ECU, any other
composite currency or a Foreign Currency) of Securities of
such series held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and
ruled by the chairperson of the meeting not to be
Outstanding. The chairperson of the meeting shall have no
right to vote, except as a Holder of a Security of such
series or proxy.

(d) Any meeting of Holders of Securities of any
series duly called pursuant to Section 16.02 at which a
quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without
further notice.

SECTION 16.06. Counting Votes and Recording
Action of Meetings. The vote upon any resolution submitted
to any meeting of Holders of Securities of any series shall
be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Securities of such series
held or represented by them. The permanent chairperson of
the meeting shall appoint two inspectors of votes who shall
count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of
all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary
of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote

<PAGE>

104

Senior Indenture

by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy
of the notice of the meeting and showing that said notice
was given as provided in Section 16.02 and, if applicable,
Section 16.04. Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the
meeting and one such copy shall be delivered to the Company,
and another to the Trustee to be preserved by the Trustee,
the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

ARTICLE SEVENTEEN

Miscellaneous

SECTION 17.01. Counterparts. This Indenture may
be executed in any number of counterparts, each of which
shall be an original; but such counterparts shall together
constitute but one and the same instrument.

, hereby accepts the trusts in this
Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as
of the day and year first above written.

COLLINS & AIKMAN PRODUCTS CO.,

Name:
Title:

[CORPORATE SEAL]

<PAGE>

105

Senior Indenture

COLLINS & AIKMAN CORPORATION,

Name:
Title:

[CORPORATE SEAL]

, as
Trustee,

Name:
Title:

<PAGE>

Senior Indenture

EXHIBIT A
FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY

CERTIFICATE

...................

[Insert title or sufficient description of
Securities to be delivered]

This is to certify that the above-captioned
Securities are not being acquired by or on behalf of a
United States person, or, if a beneficial interest in the
Securities is being acquired by or on behalf of a United
States person, that such United States person is a financial
institution within the meaning of Section 1.165-12(c)(1)(v)
of the United States Treasury regulations which agrees to
comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended and the
regulations thereunder. If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each
person entitled to delivery of any of the above-captioned
Securities in bearer form purchased from it; provided,
however, that, if the undersigned has actual knowledge that
the information contained in such a certificate is false,
the undersigned will not deliver a Security in temporary or
definitive bearer form to the person who signed such
certificate notwithstanding the delivery of such certificate
to the undersigned.

As used herein, "United States person" means any
citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under
the laws of the United States and any estate or trust the
income of which is subject to United States Federal income
taxation regardless of its source, and "United States" means
the United States of America (including the States and the
District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

We undertake to advise you by telex if the above
statement as to beneficial ownership is not correct on the
date of delivery of the above-captioned Securities in bearer
form as to all of such Securities.

<PAGE>

We understand that this certificate is required in
connection with certain tax legislation in the United
States. If administrative or legal proceedings are
commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy thereof
to any interested party in such proceedings.

Dated: 19
[To be dated no earlier than
15 days prior to the Exchange
Date]

[Name of Person Entitled to
Receive Bearer Security]

-------------------------------
(Authorized Signatory)

Name:
Title:

<PAGE>

EXHIBIT B

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CEDEL S.A.
IN CONNECTION WITH THE
EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY

CERTIFICATE

...................

[Insert title or sufficient description
of Securities to be delivered]

This is to certify with respect to $____ principal
amount of the above-captioned Securities (i) that we have
received from each of the persons appearing in our records
as persons entitled to a portion of such principal amount
(our "Qualified Account Holders") a certificate with respect
to such portion substantially in the form attached hereto,
and (ii) that we are not submitting herewith for exchange
any portion of the temporary global Security representing
the above-captioned Securities excepted in such
certificates.

We further certify that as of the date hereof we
have not received any notification from any of our Qualified
Account Holders to the effect that the statements made by
such Qualified Account Holders with respect to any portion
of the part submitted herewith for exchange are no longer
true and cannot be relied upon as of the date hereof.

Dated: , 19

[To be dated no earlier than
the Exchange Date]

[MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, Brussels Office, as
Operator of the Euroclear System]
[CEDEL S.A.]

<PAGE>

EXHIBIT C

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
CEDEL S.A. TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE

CERTIFICATE

...................

[Insert title or sufficient description of Securities]

This is to certify that, as of the Interest
Payment Date on [Insert Date], the undersigned, which is a
holder of an interest in the temporary global Security
representing the above Securities, is not a United States
person.

We confirm that the interest payable on such
Interest Payment Date will be paid to each of the persons
appearing in our records as being entitled to interest to be
paid on the above date from whom we have received a written
certification dated not earlier than 15 days prior to such
Interest Payment Date to the effect that the beneficial
owner of such portion with respect to which interest is to
be paid on such date either is not a United States person or
is a United States person which is a financial institution
which has provided an Internal Revenue Service Form W-9 or
is an exempt recipient as defined in United States Treasury
Regulations (Section Mark) 1.6049-4(c)(1)(ii). We undertake
to retain certificates received from our member organizations
in connection herewith for four years from the end of the
calendar year in which such certificates are received.

<PAGE>

The foregoing reflects any advice received
subsequent to the date of any certificate stating that the
statements contained in such certificate are no longer
correct.

Dated: , 19
[To be dated on or after the
relevant Interest Payment Date]

[MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, Brussels Office, as
Operator of the Euroclear System]

[CEDEL S.A.]

<PAGE>

EXHIBIT D

FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS TO
OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE

CERTIFICATE

...................

[Insert title or sufficient description of Securities]

This is to certify that as of the date hereof, no
portion of the temporary global Security representing the
above-captioned Securities and held by you for our account
is beneficially owned by a United States person or, if any
portion thereof held by you for our account is beneficially
owned by a United States person, such United States person
is a financial institution within the meaning of
Section 1.165-12(c)(1)(v) of the United States Treasury
regulations which agrees to comply with
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended and the regulations thereunder, and
certifies that either it has provided an Internal Revenue
Service Form W-9 or is an exempt recipient as defined in
Section 1.6049-4(c)(1)(ii) of the United States Treasury
regulations.

We undertake to advise you by telex if the above
statement as to beneficial ownership is not correct on the
Interest Payment Date on [Insert Date] as to any such
portion of such temporary global Security.

<PAGE>

authorize you to produce this certificate or a copy thereof
to any interested party in such proceedings.

Dated: , 19
[To be dated on or after the 15th
day before the relevant Interest
Payment Date]

[Name of Account Holder]

_______________________________
(Authorized Signatory)
Name:
Title:

<PAGE>

COLLINS & AIKMAN PRODUCTS CO., as Issuer,

and

COLLINS & AIKMAN CORPORATION, as Guarantor,

and

[ ], as Trustee

_______________

INDENTURE

Dated as of , 1995

_______________

Subordinated Debt Securities

<PAGE>

TABLE OF CONTENTS */

Page

ARTICLE ONE

Definitions and Other Provisions
of General Application

SECTION 1.01. Definitions . . . . . . . . . . . . . . 1
SECTION 1.02. Compliance Certificates and Opinions . 12
SECTION 1.03. Form of Documents Delivered to
Trustee . . . . . . . . . . . . . . 13
SECTION 1.04. Acts of Holders . . . . . . . . . . . . 13
SECTION 1.05. Notices, etc., to Trustee, Company
and Guarantor . . . . . . . . . . . 17
SECTION 1.06. Notices to Holders; Waiver . . . . . . 17
SECTION 1.07. Language of Notices, Etc. . . . . . . . 19
SECTION 1.08. Conflict with Trust Indenture Act . . . 19
SECTION 1.09. Effect of Headings and Table of
Contents . . . . . . . . . . . . . . 19
SECTION 1.10. Successors and Assigns . . . . . . . . 19
SECTION 1.11. Separability Clause . . . . . . . . . . 19
SECTION 1.12. Benefits of Indenture . . . . . . . . . 19
SECTION 1.13. Legal Holidays . . . . . . . . . . . . 20
SECTION 1.14. Governing Law . . . . . . . . . . . . . 20

ARTICLE TWO

Security Forms

SECTION 2.01. Form Generally . . . . . . . . . . . . 20
SECTION 2.02. Form of Securities . . . . . . . . . . 21
SECTION 2.03. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . 22

SECTION 2.04. Global Securities . . . . . . . . . . . 22

*/ This Table of Contents is not part of the Indenture.

<PAGE>

Subordinated Indenture

Page

ARTICLE THREE

The Securities

SECTION 3.01. Title and Terms . . . . . . . . . . . . 23
SECTION 3.02. Denominations . . . . . . . . . . . . . 26
SECTION 3.03. Execution, Authentication, Delivery
and Dating . . . . . . . . . . . . . 26
SECTION 3.04. Temporary Securities . . . . . . . . . 30
SECTION 3.05. Registration, Registration of
Transfer and Exchange . . . . . . . 34
SECTION 3.06. Mutilated, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . 39
SECTION 3.07. Payment of Interest; Interest Rights
Preserved . . . . . . . . . . . . . 41
SECTION 3.08. Persons Deemed Owners . . . . . . . . . 43
SECTION 3.09. Cancellation . . . . . . . . . . . . . 44
SECTION 3.10. Computation of Interest . . . . . . . . 44
SECTION 3.11. Forms of Certification . . . . . . . . 44
SECTION 3.12. Judgments . . . . . . . . . . . . . . . 45

ARTICLE FOUR

Redemption of Securities

SECTION 4.01. Applicability of Article . . . . . . . 46
SECTION 4.02. Election To Redeem; Notice to Trustee . 46
SECTION 4.03. Selection by Security Registrar of
Securities To Be Redeemed . . . . . 46
SECTION 4.04. Notice of Redemption . . . . . . . . . 47
SECTION 4.05. Deposit of Redemption Price . . . . . . 48
SECTION 4.06. Securities Payable on Redemption Date . 48
SECTION 4.07. Securities Redeemed in Part . . . . . . 49

SECTION 4.08. Redemption Suspended During Event of
Default . . . . . . . . . . . . . . . . 50

<PAGE>

Subordinated Indenture

Page

ARTICLE FIVE

Covenants

SECTION 5.01. Payment of Principal, Premium and
Interest . . . . . . . . . . . . . . 50
SECTION 5.02. Maintenance of Office or Agency . . . . 51
SECTION 5.03. Money for Security Payments To Be
Held in Trust . . . . . . . . . . . 53
SECTION 5.04. Additional Amounts . . . . . . . . . . 55
SECTION 5.05. Statement as to Compliance . . . . . . 56
SECTION 5.06. Maintenance of Corporate Existence,
Rights and Franchises . . . . . . . 56

ARTICLE SIX

Holders' Lists and Reports
by Trustee and Company

SECTION 6.01. Company To Furnish Trustee Names and
Addresses of Holders . . . . . . . . 57

SECTION 6.02. Preservation of Information;
Communications to Holders . . . . . 57
SECTION 6.03. Reports by Trustee . . . . . . . . . . 59
SECTION 6.04. Reports by Company . . . . . . . . . . 60

ARTICLE SEVEN

Remedies

SECTION 7.01. Events of Default . . . . . . . . . . . 61
SECTION 7.02. Acceleration of Maturity; Rescission
and Annulment . . . . . . . . . . . 62
SECTION 7.03. Collection of Indebtedness and Suits
for Enforcement by Trustee . . . . . 64

SECTION 7.04. Trustee May File Proofs of Claim . . . 65
SECTION 7.05. Trustee May Enforce Claims Without
Possession of Securities . . . . . . 66
SECTION 7.06. Application of Money Collected . . . . 66
SECTION 7.07. Limitation on Suits . . . . . . . . . . 67

<PAGE>

Subordinated Indenture

Page

SECTION 7.08. Unconditional Right of Holders to
Receive Principal, Premium and
Interest . . . . . . . . . . . . . . 68
SECTION 7.09. Restoration of Rights and Remedies . . 68
SECTION 7.10. Rights and Remedies Cumulative . . . . 68
SECTION 7.11. Delay or Omission Not Waiver . . . . . 68
SECTION 7.12. Control by Holders . . . . . . . . . . 69
SECTION 7.13. Waiver of Past Defaults . . . . . . . . 69
SECTION 7.14. Undertaking for Costs . . . . . . . . . 70
SECTION 7.15. Waiver of Stay or Extension Laws . . . 70

ARTICLE EIGHT

The Trustee

SECTION 8.01. Certain Duties and Responsibilities . . 71
SECTION 8.02. Notice of Default . . . . . . . . . . . 72
SECTION 8.03. Certain Rights of Trustee . . . . . . . 73

SECTION 8.04. Not Responsible for Recitals or
Issuance of Securities . . . . . . . 74
SECTION 8.05. May Hold Securities . . . . . . . . . . 74
SECTION 8.06. Money Held in Trust . . . . . . . . . . 74
SECTION 8.07. Compensation and Reimbursement . . . . 75
SECTION 8.08. Disqualification; Conflicting
Interests . . . . . . . . . . . . . 76
SECTION 8.09. Corporate Trustee Required;
Eligibility . . . . . . . . . . . . 76
SECTION 8.10. Resignation and Removal; Appointment
of Successor . . . . . . . . . . . . 77
SECTION 8.11. Acceptance of Appointment by
Successor . . . . . . . . . . . . . 79
SECTION 8.12. Merger, Conversion, Consolidation or
Succession to Business of Trustee . 80
SECTION 8.13. Preferential Collection of Claims
Against Company . . . . . . . . . . 81
SECTION 8.14. Appointment of Authenticating Agents . 81

<PAGE>

Subordinated Indenture

Page

ARTICLE NINE

Supplemental Indentures

SECTION 9.01. Supplemental Indentures Without
Consent of Holders . . . . . . . . . 83
SECTION 9.02. Supplemental Indentures With Consent
of Holders . . . . . . . . . . . . . 85
SECTION 9.03. Execution of Supplemental Indentures . 87
SECTION 9.04. Effect of Supplemental Indentures . . . 87
SECTION 9.05. Conformity with Trust Indenture Act . . 88
SECTION 9.06. Reference in Securities to
Supplemental Indentures . . . . . . 88
SECTION 9.07. Subordination Unimpaired . . . . . . . 88

ARTICLE TEN

Consolidation, Merger, Conveyance or Transfer

SECTION 10.01. Company May Consolidate, etc., Only
on Certain Terms . . . . . . . . . . 88
SECTION 10.02. Successor Corporation Substituted . . . 89

ARTICLE ELEVEN

Satisfaction and Discharge

SECTION 11.01. Satisfaction and Discharge of
Indenture . . . . . . . . . . . . . 89
SECTION 11.02. Application of Trust Money . . . . . . 91
SECTION 11.03. Reinstatement . . . . . . . . . . . . . 91

ARTICLE TWELVE

Immunity of Incorporators, Stockholders,
Officers and Directors

SECTION 12.01. Exemption from Individual Liability . . 92

<PAGE>

Subordinated Indenture

Page

ARTICLE THIRTEEN

Sinking Funds

SECTION 13.01. Applicability of Article . . . . . . . 92
SECTION 13.02. Satisfaction of Sinking Fund Payments
with Securities . . . . . . . . . . 93
SECTION 13.03. Redemption of Securities for Sinking
Fund . . . . . . . . . . . . . . . . 93

ARTICLE FOURTEEN

Subordination

SECTION 14.01. Agreement to Subordinate . . . . . . . 94
SECTION 14.02. Liquidation, Dissolution, Bankruptcy . 94
SECTION 14.03. Default on Senior Indebtedness or
Senior Subordinated Indebtedness . . 95
SECTION 14.04. Acceleration of Payment of Securities . 96
SECTION 14.05. When Distributions Must Be Paid Over . 97
SECTION 14.06. Subrogation . . . . . . . . . . . . . . 97
SECTION 14.07. Relative Rights . . . . . . . . . . . 97
SECTION 14.08. Subordination May Not Be Impaired by
Company or Guarantor . . . . . . . . 98
SECTION 14.09. Rights of Trustee and Paying Agent . . 98
SECTION 14.10. Distribution or Notice to
Representative . . . . . . . . . . . 99
SECTION 14.11. Article Fourteen Not To Prevent Events
of Default or Limit Right To
Accelerate . . . . . . . . . . . . . 99
SECTION 14.12. Trust Moneys Not Subordinated . . . . . 99
SECTION 14.13. Trustee Entitled To Rely . . . . . . . 99
SECTION 14.14. Trustee To Effectuate Subordination . . 100
SECTION 14.15. Trustee Not Fiduciary for Holders of
Senior Indebtedness . . . . . . . . 100
SECTION 14.16. Reliance by Holders of Senior
Indebtedness or Senior Subordinated
Indebtedness on Subordination
Provisions . . . . . . . . . . . . . 101

<PAGE>

Subordinated Indenture

Page

ARTICLE FIFTEEN

Guarantee

SECTION 15.01. Guarantee . . . . . . . . . . . . . . . 101
SECTION 15.02. Limitation on Liability . . . . . . . 104
SECTION 15.03. Successors and Assigns . . . . . . . . 104
SECTION 15.04. No Waiver . . . . . . . . . . . . . . . 104
SECTION 15.05. Modification . . . . . . . . . . . . . 104

ARTICLE SIXTEEN

Repayment at The Option of Holders

SECTION 16.01. Applicability of Article . . . . . . . 105
SECTION 16.02. Repayment of Securities . . . . . . . . 105
SECTION 16.03. Exercise of Option; Notice . . . . . . 105
SECTION 16.04. Election of Repayment by Remarketing
Entities . . . . . . . . . . . . . . . 107
SECTION 16.05. Securities Payable on the Repayment
Date . . . . . . . . . . . . . . . . 107

ARTICLE SEVENTEEN

Meetings of Holders of Securities

SECTION 17.01. Purposes for Which Meetings May Be
Called . . . . . . . . . . . . . . . 107
SECTION 17.02. Call, Notice and Place at Meetings . . 108
SECTION 17.03. Persons Entitled To Vote at
Meetings . . . . . . . . . . . . . . 108
SECTION 17.04. Quorum, Action . . . . . . . . . . . . 108
SECTION 17.05. Determination of Voting Rights; Conduct
and Adjournment of Meetings . . . . 110
SECTION 17.06. Counting Votes and Recording Action of
Meetings . . . . . . . . . . . . . . 111

<PAGE>

Subordinated Indenture

Page

ARTICLE EIGHTEEN

Miscellaneous

SECTION 18.01. Counterparts . . . . . . . . . . . . . 112

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . 112
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . 113
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . 113

EXHIBIT A Form of Certificate to be Given by Person
Entitled to Receive Bearer Security
EXHIBIT B Form of Certificate to be Given by Euroclear
and CEDEL S.A. in Connection with the
Exchange of a Portion of a Temporary Global
Security
EXHIBIT C Form of Certificate to be Given by Euroclear
and CEDEL S.A. to Obtain Interest Prior to an
Exchange Date
EXHIBIT D Form of Certificate to be Given by Beneficial
Owners to Obtain Interest Prior to an
Exchange Date

<PAGE>

Subordinated Indenture

TABLE SHOWING REFLECTION IN INDENTURE OF CERTAIN PROVISIONS
OF TRUST INDENTURE ACT OF 1939

Reflected in
Indenture Section
TIA
(sect. mark here)310(a)(1) . . . . . . . . . . . . . 8.09
(a)(2) . . . . . . . . . . . . . 8.09
(a)(3) . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . 8.09
(b) . . . . . . . . . . . . . . 8.08
8.10
(c) . . . . . . . . . . . . . . Not Applicable
(sect. mark here)311(a) . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . 8.13
(sect. mark here)312(a) . . . . . . . . . . . . . . . 6.01
6.02(i)
(b) . . . . . . . . . . . . . . 6.02(ii)
(c) . . . . . . . . . . . . . . 6.02(iii)
(sect. mark here)313(a) . . . . . . . . . . . . . . . 6.03(i)
(b) . . . . . . . . . . . . . . 6.03(ii)
(c) . . . . . . . . . . . . . . 6.03(i),(ii) and
(iii)
(d) . . . . . . . . . . . . . . 6.03(iii)
(sect. mark here)314(a) . . . . . . . . . . . . . . . 6.04
5.05
(b) . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . 1.02
(c)(2) . . . . . . . . . . . . . 1.02
(c)(3) . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . 1.02
(f) . . . . . . . . . . . . . . Not Applicable
(sect. mark here)315(a) . . . . . . . . . . . . . . . 8.01(i)
8.01(iii)
(b) . . . . . . . . . . . . . . 8.02
(c) . . . . . . . . . . . . . . 8.01(ii)
(d) . . . . . . . . . . . . . . 8.01
(d)(1) . . . . . . . . . . . . . 8.01(i)
(d)(2) . . . . . . . . . . . . . 8.01(iii)(b)
(d)(3) . . . . . . . . . . . . . 8.01(iii)(c)

<PAGE>

Subordinated Indenture

Reflected in
Indenture Section

(e) . . . . . . . . . . . . . . 7.14
(sect. mark here)316(a) . . . . . . . . . . . . . . . 1.01
(sect. mark here)316(a)(1)(A) . . . . . . . . . . . . 7.02
7.12
(a)(1)(B) . . . . . . . . . . . 7.13
(a)(2) . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . 7.08
(c) . . . . . . . . . . . . . . 1.04(viii)
(sect. mark here)317(a)(1) . . . . . . . . . . . . . 7.03
(a)(2) . . . . . . . . . . . . . 7.04
(b) . . . . . . . . . . . . . . 5.03
(sect. mark here)318(a) . . . . . . . . . . . . . . . 1.08
(c) . . . . . . . . . . . . . . 1.08

<PAGE>

THIS INDENTURE is entered into as of
, 1995, between COLLINS & AIKMAN
PRODUCTS CO., a Delaware corporation (the
"Company"), Collins & Aikman Corporation, a
Delaware corporation (the "Guarantor")
and , a [ ] corporation
(the "Trustee").

RECITALS OF THE COMPANY

The Company deems it necessary from time to time
to issue its unsecured subordinated debentures, notes, bonds
and other evidences of indebtedness to be issued in one or
more series (hereinafter called the "Securities") as
hereinafter set forth, and to provide therefor the Company
has duly authorized the execution and delivery of this
Indenture.

All things necessary to make this Indenture a
valid agreement of the Company, in accordance with its
terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE ONE

Definitions and Other Provisions of General Application

SECTION 1.01. Definitions. For all purposes of
this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:

<PAGE>

Subordinated Indenture

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

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

"Act", when used with respect to any Holder, has
the meaning specified in Section 1.04.

"Authenticating Agent" means any Person authorized
to act on behalf of the Trustee to authenticate Securities
pursuant to Section 8.14.

"Authorized Newspaper" means a newspaper, in an
official language of the country of publication or in the

<PAGE>

Subordinated Indenture

English language, customarily published on each Business
Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in
connection with which the term is used or in the financial
community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different
newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.

"Board of Directors" means either the board of
directors of the Company or any duly authorized committee of
that board.

"Business Day" means any day, other than a
Saturday or Sunday, on which banking institutions in the
City of New York, New York and any Place of Payment for the
Securities are open for business.

"CEDEL" or "CEDEL S.A." means Cedel Bank, societe
anonymne or its successors.

"Common Depositary" has the meaning specified in
Section 3.04(b)(ii).

<PAGE>

Subordinated Indenture

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

"Coupon" means any interest coupon appertaining to
a Bearer Security.

"Defaulted Interest" has the meaning specified in
Section 3.07.

"Designated Currency" has the meaning specified in
Section 3.12.

"Dollar" or "$" means the coin or currency of the
United States of America as at the time of payment which is
legal tender for the payment of public and private debts.

"ECU" means the European Currency Unit as defined
and revised from time to time by the Council of the European
Communities.

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

<PAGE>

Subordinated Indenture

"European Communities" means the European Economic
Community, the European Coal and Steel Community and the
European Atomic Energy Community.

"Event of Default" has the meaning specified in
Section 7.01.

"Exchange Act" means the Securities and Exchange
Act of 1934, as amended from time to time, and any statute
successor thereto.

"Exchange Rate" shall have the meaning specified
as contemplated in Section 3.01.

"Exchange Rate Agent" shall have the meaning
specified as contemplated in Section 3.01.

"Exchange Rate Officer's Certificate" with respect
to any date for the payment of principal of (and premium, if
any) and interest on any series of Securities, means a
certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in
respect of the principal of (and premium, if any) and
interest on Securities denominated in ECU, any other
composite currency or Foreign Currency, and signed by the
Chairman of the Board, a Vice Chairman of the Board, the
President, any Vice President, the Treasurer or any
Assistant Treasurer of the Company or the Exchange Rate
Agent appointed pursuant to Section 3.01 and delivered to
the Trustee.

"Foreign Currency" means a currency issued by the
government of any country other than the United States of
America.

"Global Exchange Date" has the meaning specified
in Section 3.04(b)(iv).

"Global Security" means a Security issued to
evidence all or a part of a series of Securities in
accordance with Section 3.03.

<PAGE>

Subordinated Indenture

Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or
(ii) entered into for purposes of assuring in any other
manner the obligee of such indebtedness of the payment
thereof or to protect such obligee against loss in respect
thereof (in whole or in part). The term "Guarantee" used as
a verb has a corresponding meaning.

"Guarantor" means Collins & Aikman Corporation.

"Holder", with respect to a Registered Security,
means a Person in whose name such Registered Security is
registered in the Security Register and, with respect to a
Bearer Security (or any temporary Global Security) or a
coupon, means the bearer thereof.

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

"Interest Payment Date", when used with respect to
any series of Securities, means the Stated Maturity of an
installment of interest on such Securities.

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

"Obligations" has the meaning given to it in
Section 15.01.

"Officers' Certificate" means a certificate signed
by the Chairman of the Board, the President, a Vice Chairman
of the Board, or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Comptroller, an Assistant
Comptroller, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee. Each such
certificate shall contain the statements set forth in
Section 1.02, if applicable.

"Opinion of Counsel" means a written opinion of
counsel, who may (except as otherwise expressly provided in
this Indenture) be an employee of the Company, and who shall

<PAGE>

Subordinated Indenture

be reasonably acceptable to the Trustee. Each such opinion
shall contain the statements set forth in Section 1.02, if
applicable.

"Outstanding" when used with respect to Securities
or Securities of any series, means, as of the date of
determination, all such Securities theretofore authenticated
and delivered under this Indenture, except:

(i) such Securities theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;

(iii) such Securities in lieu of which other
Securities have been authenticated and delivered
pursuant to Section 3.06 of this Indenture;

provided, however, that in determining whether the Holders
of the requisite principal amount of such Securities
Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, the
principal amount of Original Issue Discount Securities that
shall be deemed to be Outstanding for such purposes shall be
the amount of the principal thereof that would be due and
payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant
to Section 7.02, and Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any

<PAGE>

Subordinated Indenture

such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall
be disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other
obligor.

"Paying Agent" means any Person authorized by the
Company to pay the principal of, premium, if any, or
interest on any Securities or any coupons appertaining
thereto on behalf of the Company.

"Principal Corporate Trust Office" means the
principal office of the Trustee, at which at any particular
time its corporate trust business shall be principally
administered, which office at the date of execution of this
instrument is at [ ].

"Principal Paying Agent" means the Paying Agent,
if any, designated as such by the Company pursuant to
Section 3.01 of this Indenture.

<PAGE>

Subordinated Indenture

"Redemption Date", when used with respect to any
Security to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture.

"Redemption Price", when used with respect to any
Security to be redeemed, means the price specified in such
Security at which it is to be redeemed pursuant to this
Indenture.

"Registered Security" means any Security in the
form established pursuant to Section 2.02 which is
registered in the Security Register.

"Regular Record Date" for the interest payable on
any Security on any Interest Payment Date means the date, if
any, specified in such Security as the "Regular Record
Date".

"Repayment Date", when used with respect to any
Security to be repaid upon exercise of option for repayment
by the Holder, means the date fixed for such repayment
pursuant to this Indenture.

"Repayment Price", when used with respect to any
Security to be repaid upon exercise of option for repayment
by the Holder, means the price at which it is to be repaid
pursuant to this Indenture.

"Representative" means any trustee, agent or
representative (if any) for an issuer of Senior Indebtedness
or Senior Subordinated Indebtedness, as applicable.

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

<PAGE>

Subordinated Indenture

"Security" or "Securities" means any Security or
Securities, as the case may be, authenticated and delivered
under this indenture; provided, however, that, if at any
time there is more than one Person acting as Trustee under
this Indenture, "Securities", with respect to any such
Person, shall mean Securities authenticated and delivered
under this Indenture, exclusive, however, of Securities of
any series as to which such Person is not Trustee.

"Security Register" has the meaning specified in
Section 3.05.

"Security Registrar" has the meaning specified in
Section 3.05.

"Senior Indebtedness" means the principal of,
premium, if any, and interest on, (i) all the Company's
other indebtedness for money borrowed, other than the
Securities, whether outstanding on the date of execution of
this Indenture or thereafter created, assumed or incurred,
except such indebtedness as is by its terms expressly stated
to be not superior in right of payment to the Securities or
to rank pari passu with the Securities and (ii) any
deferrals, renewals or extensions of any such Senior
Indebtedness; provided, however, that Senior Indebtedness
shall not include (1) any obligation of the Company to any
Subsidiary, (2) any liability for Federal, state, local or
other taxes owed or owing by the Company, (3) any accounts
payable or other liability to trade creditors arising in the
ordinary course of business (including Guarantees thereof or
instruments evidencing such liabilities), (4) any
indebtedness, Guarantee or obligation of the Company which
is expressly subordinate or junior in right of payment in
any respect to any other indebtedness, Guarantee or
obligation of the Company, including any Senior Subordinated
Indebtedness and any other subordinated obligations, or
(5) any obligations with respect to any Capital Stock. The
term "indebtedness for money borrowed" as used herein shall
include, without limitation, any obligation of, or any
obligation Guaranteed by, the Company for the repayment of
borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, and any
deferred obligation for the payment of the purchase price of
property or assets. Senior Indebtedness with respect to the
Guarantor shall have a correlative meaning.

"Senior Subordinated Indebtedness" means any
subordinated indebtedness of the Company that is not

<PAGE>

Subordinated Indenture

subordinated by its terms in right of payment to any
indebtedness or obligation of the Company which is not
Senior Indebtedness and which is senior in right of payment
to the Securities. Senior Subordinated Indebtedness of the
Guarantor shall have a correlative meaning.

"Special Record Date" for the payment of any
Defaulted Interest means the date fixed by the Trustee
pursuant to Section 3.07.

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

"Subsidiary of the Company" or "Subsidiary" means
a corporation at least a majority of the outstanding voting
stock of which is owned, directly or indirectly, by the
Company or by one or more Subsidiaries of the Company, or by
the Company and one or more Subsidiaries of the Company. As
used under this heading, the term "voting stock" means stock
having ordinary voting power for the election of directors
irrespective of whether or not stock of any other class or
classes shall have or might have voting power by reason of
the happening of any contingency.

"United States" means the United States of America
(including the States and the District of Columbia), its
territories, its possessions and other areas subject to its
jurisdiction.

<PAGE>

Subordinated Indenture

"United States Alien", except as otherwise
provided in or pursuant to this Indenture, means any Person
who, for United States Federal income tax purposes, is a
foreign corporation, a nonresident alien individual, a non-
resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is,
for United States Federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-
resident alien fiduciary of a foreign estate or trust.

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

Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this
Indenture (except as otherwise expressly provided in this
Indenture) shall include:

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

(ii) 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;

(iii) a statement that, in the opinion of each such
individual, he has made such examination or
investigation as is necessary to enable him to express

<PAGE>

Subordinated Indenture

an informed opinion as to whether or not such covenant
or condition has been complied with; and

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

<PAGE>

Subordinated Indenture

agent duly appointed in writing. If Securities of a series
are issuable in whole or in part as Bearer Securities, any
request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be
given or taken by Holders may, alternatively, be embodied in
and evidenced by the record of Holders of Securities voting
in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders of
Securities duly called and held in accordance with the
provisions of Article Sixteen or a combination of such
instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when
such instrument or instruments or record or both are
delivered to the Trustee, and, where it is hereby expressly
required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments
and so voting at any such meeting. Proof of execution of
any such instrument or of a writing appointing any such
agent, or the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to
Section 8.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 17.06.

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

(iii) The ownership of Registered Securities shall
be proved by the Security Register.

(iv) The principal amount and serial numbers of
Bearer Securities held by any Person, and the date of
holding the same, may be proved by the production of such

<PAGE>

Subordinated Indenture

Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank or other depositary,
wherever situated, if such certificate shall be deemed by
the Trustee to be satisfactory, showing that at the date
therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by
the Trustee to be satisfactory. The Trustee and the Company
may assume that such ownership of any Bearer Security
continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security
is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding.

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

<PAGE>

Subordinated Indenture

Rate as of the date such Act is delivered to the Trustee
and, where it is hereby expressly required, to the Company,
by Holders of the required aggregate principal amount of the
Outstanding Securities of such series (or, if there is no
such rate on such date, such rate on the date determined as
specified as contemplated in Section 3.01).

(ix) Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard
to any particular Security may do so with regard to all or
any part of the principal amount of such Security or by one
or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part
of such principal amount. Any notice given or action taken
by a Holder or its agents with regard to different parts of
such principal amount pursuant to this paragraph shall have
the same effect as if given or taken by separate Holders of
each such different part.

<PAGE>

Subordinated Indenture

Global Security through such Depositary's standing
instructions and customary practices.

SECTION 1.05. Notices, etc., to Trustee, Company
and Guarantor. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

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

(ii) the Company or the Guarantor by any Holder or
by the Trustee shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class, postage prepaid, to the
Company or the Guarantor, to the attention of [ ],
701 McCullough Drive, Charlotte, North Carolina 28262 or at
any other address previously furnished in writing to the
Trustee by the Company or the Guarantor.

SECTION 1.06. Notices to Holders; Waiver. Where
this Indenture or any Security provides for notice to
Holders of any event,

(1) such notice shall be sufficiently given
(unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first-class,

<PAGE>

Subordinated Indenture

postage prepaid, to each Holder of Registered
Securities affected by such event, at his address as it
appears in the Security Register, not later than the
latest date, and not earlier than the earliest date,
prescribed for the giving of such notice.

In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to
give such notice to Holders of Registered Securities by
mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case where
notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder of Registered
Securities shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the
sufficiency of any notice by publication to Holders of
Bearer Securities given as provided above.

<PAGE>

Subordinated Indenture

shall affect the sufficiency of any notice mailed to Holders
of Registered Securities as provided above.

SECTION 1.07. Language of Notices, Etc. Any
request, demand, authorization, direction, notice, consent,
or waiver required or permitted under this Indenture shall
be in the English language, except that any published notice
may be in an official language of the country of
publication.

SECTION 1.08. Conflict with Trust Indenture Act.
If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by,
or with another provision (an "incorporated provision")
included in this Indenture by operation of Sections 310 and
318, inclusive, of the TIA, such imposed duties or
incorporated provision shall control.

SECTION 1.09. Effect of Headings and Table of
Contents. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not
affect the construction hereof.

SECTION 1.10. Successors and Assigns. All
covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed
or not.

SECTION 1.12. Benefits of Indenture. Nothing in
this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and
their successors hereunder, the Holders and, to the extent
provided in Article Fourteen hereof, the holders of Senior

<PAGE>

Subordinated Indenture

Indebtedness, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

SECTION 1.13. Legal Holidays. In any case where
any Interest Payment Date, Stated Maturity, Repayment Date
or Redemption Date of any Security or any date on which any
Defaulted Interest is proposed to be paid shall not be a
Business Day at any Place of Payment, then (notwithstanding
any other provisions of the Securities or this Indenture)
payment of the principal of, premium, if any, or interest on
any Securities need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the
Interest Payment Date, Stated Maturity, Repayment or
Redemption Date or on the date on which Defaulted Interest
is proposed to be paid and, if such payment is made, no
interest shall accrue on such payment for the period from
and after any such Interest Payment Date, Stated Maturity,
Repayment Date or Redemption Date or date on which Defaulted
Interest is proposed to be paid, as the case may be.

SECTION 1.14. Governing Law. This Indenture and
the Securities shall be construed in accordance with and
governed by the laws of the State of New York.

ARTICLE TWO

Security Forms

SECTION 2.01. Form Generally. All Securities and
any related coupons shall have such appropriate insertions,
omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers
executing such Securities or coupons, as evidenced by their
execution of the Securities or coupons.

The Trustee's certificates of authentication shall
be in substantially the form set forth in this Article.

<PAGE>

Subordinated Indenture

Section 3.01, the Securities of a series shall be issuable
solely in bearer form, or in both registered form and bearer
form. Unless otherwise specified as contemplated by
Section 3.01, Securities in bearer form shall have interest
coupons attached.

(i) the Board Resolution by or pursuant to which
such form of Security or coupons has been approved,
certified by the Secretary or an Assistant Secretary of
the Company;

(ii) the Officers' Certificate required by
Section 3.01 of this Indenture;

(iii) the Company Order required by Section 3.03 of
this Indenture; and

(iv) the Opinion of Counsel required by
Section 3.03 of this Indenture.

If temporary Securities of any series are issued
in global form as permitted by Section 3.04, the form
thereof shall be established as provided in Section 2.02.

<PAGE>

Subordinated Indenture

SECTION 2.03. Form of Trustee's Certificate of
Authentication.

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series
designated therein referred to in the within-mentioned
Indenture.

, as Trustee

Authorized Officer

Global Securities may be issued in either
registered or bearer form and in either temporary or
permanent form.

<PAGE>

Subordinated Indenture

ARTICLE THREE

The Securities

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

(iii) the priority of payment, if any, of the
Securities;

(iv) the price or prices (which may be expressed as
a percentage of the aggregate principal amount thereof)
at which the Securities will be issued;

(v) the date or dates on which the principal and
premium, if any, of the Securities of the series is
payable;

<PAGE>

Subordinated Indenture

(viii) the office or offices or agency where, subject
to Section 5.02, the Securities may be presented for
registration of transfer or exchange;

(ix) the place or places where, subject to the
provisions of Section 5.02, the principal of (and
premium, if any) and interest, if any, on Securities of
the series shall be payable;

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

<PAGE>

Subordinated Indenture

and, if other than $5,000, the denominations in which
Bearer Securities of the series shall be issuable;

(xv) if the amount of payments of principal of (and
premium, if any) or any interest on Securities of the
series may be determined with reference to an index,
the method or method by which such amounts shall be
determined;

(xvii) whether, and under what conditions, additional
amounts will be payable to Holders of Securities of the
series pursuant to Section 5.04;

(xviii) whether any of the Securities will be issued
as Original Issue Discount Securities;

(xix) information with respect to book-entry
procedures, if any;

<PAGE>

Subordinated Indenture

(xx) any addition to or change in the Events of
Default or covenants of the Company pertaining to the
Securities of the series;

(xxi) the subordination of the Securities of such
series to any subordinated indebtedness of the Company,
including without limitation, the Securities of any
other series; and

(xxii) any other terms of the series.

All Securities of any one series and the coupons
appertaining to Bearer Securities of such series, if any,
shall be substantially identical except, in the case of
Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board
Resolution and set forth, or determined in the manner
provided in such Officers' Certificate or in any indenture
supplement hereto.

All Securities shall be subordinate and junior in
right of payment to the obligations of the Company to
holders of Senior Indebtedness as provided in
Article Fourteen.

SECTION 3.03. Execution, Authentication, Delivery
and Dating. The Securities shall be executed on behalf of
the Company by its Chairman of the Board, its President, a

<PAGE>

Subordinated Indenture

Vice Chairman of the Board, or one of its Vice Presidents,
or its Treasurer and by its Secretary or one of its
Assistant Secretaries. The signatures of any or all of
these officers on the Securities may be manual or facsimile.
Coupons shall bear the facsimile signature of the Company's
Chairman of the Board, its President, a Vice Chairman of the
Board or one of its Vice Presidents, or its Treasurer.

At any time and from time to time after the
execution and delivery of this Indenture, the Company may
deliver Securities of any series, together with any coupons
appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the
Trustee shall, upon receipt of the Company Order,
authenticate and deliver such Securities as in this
Indenture provided and not otherwise; provided, however,
that, in connection with its original issuance, no Bearer
Security shall be mailed or otherwise delivered to any
location in the United States; and provided further that a
Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive
such Bearer Security shall have delivered to the Trustee, or
such other Person as shall be specified in a temporary
Global Security delivered pursuant to Section 3.04, a
certificate in the form required by Section 3.11(i).

If the Company shall establish pursuant to Section 3.01
that the Securities of a series are to be issued in whole or
in part in the form of one or more Global Securities in
registered or permanent bearer form, then the Company shall
execute and the Trustee shall, in accordance with this
Section and a Company Order for the authentication and
delivery of such Global Securities with respect to such
series, authenticate and deliver one or more Global
Securities in permanent or temporary form that (i) shall
represent and shall be denominated in an aggregate amount
equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more
Global Securities, (ii) shall be registered, if in

<PAGE>

Subordinated Indenture

registered form, in the name of the Depositary for such
Global Security or Securities or the nominee of such
Depositary and (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's
instructions.

(i) the form of such Securities and coupons, if
any, has been established in conformity with the
provisions of this Indenture;

(ii) the terms of such Securities and coupons, if
any, or the manner of determining such terms have been
established in conformity with the provisions of this
Indenture;

(iii) that such Securities and coupons, when
authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance
with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and
other laws of general applicability relating to or
affecting the enforcement of creditors' rights and to
general principles of equity; and

(iv) such other matters as the Trustee may
reasonably request.

<PAGE>

Subordinated Indenture

Certificate otherwise required pursuant to Section 3.01 or
the Company Order and Opinion of Counsel otherwise required
pursuant to this Section 3.03 at or prior to the time of
authentication of each Security of such series if such
documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series
to be issued and such documents reasonably contemplate the
issuance of all Securities of such series; provided that any
subsequent request by the Company to the Trustee to
authenticate Securities of such series upon original
issuance shall constitute a representation and warranty by
the Company that as of the date of such request, the
statements made in the Officers' Certificate or other
certificates delivered pursuant to Sections 1.02 and 3.01
shall be true and correct as if made on such date.

A Company Order, Officers' Certificate or Board
Resolution or supplemental indenture delivered by the
Company to the Trustee in the circumstances set forth in the
preceding paragraph may provide that Securities which are
the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time
in the aggregate principal amount, if any, established for
such series pursuant to such procedures acceptable to the
Trustee as may be specified from time to time by Company
Order upon the telephonic, electronic or written order of
Persons designated in such Company Order, Officers'
Certificate, supplemental indenture or Board Resolution and
that such Persons are authorized to determine, consistent
with such Company Order, Officers' Certificate, supplemental
indenture or Board Resolution, such terms and conditions of
said Securities as are specified in such Company Order,
Officers' Certificate, supplemental indenture or Board
Resolution.

<PAGE>

Subordinated Indenture

shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 3.06, the Trustee
shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured
have been detached and canceled. Notwithstanding the
foregoing, if any Security or portion thereof shall have
been duly authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancelation as
provided in Section 3.09 together with a written statement
(which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) stating that such
Security or portion thereof has never been issued and sold
by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

(b) Unless otherwise provided pursuant to
Section 3.01:

<PAGE>

Subordinated Indenture

temporary Securities of such series shall be
exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such
series at the office or agency of the Company in a
Place of Payment for that series, without charge to the
Holder. Upon surrender for cancelation of any one or
more temporary Securities of any series (accompanied,
if applicable, by all unmatured coupons and all matured
coupons in default appertaining thereto), the Company
shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of
definitive Securities of such series of authorized
denominations; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in
compliance with the conditions set forth in
Section 3.03. Until so exchanged, the temporary
Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as
definitive Securities of such series.

(ii) If temporary Securities of any series are
issued in global form, any such temporary Global
Security shall, unless otherwise provided in such
temporary Global Security, be delivered to the London
office of a depositary or common depositary (the
"Common Depositary"), for the benefit of the operator
of Euroclear and CEDEL S.A., for credit to the
respective accounts of the beneficial owners of such
Securities (or to such other accounts as they may
direct). Upon receipt of written instructions (which
need not comply with Section 1.02) signed on behalf of
the Company by any Person authorized to give such
instructions, the Trustee or any Authenticating Agent
shall endorse such temporary Global Security to reflect
the initial principal amount, or an increase in the
principal amount, of Outstanding Securities represented
thereby. Until such initial endorsement, such
temporary Global Security shall not evidence any
obligation of the Company. Such temporary Global
Security shall at any time represent the aggregate
principal amount of Outstanding Securities theretofore
endorsed thereon as provided above, subject to
reduction to reflect exchanges as described below.

<PAGE>

Subordinated Indenture

(iii) Unless otherwise specified in such temporary
Global Security, and subject to the second proviso in
the following paragraph, the interest of a beneficial
owner of Securities of a series in a temporary Global
Security shall be exchanged for definitive Securities
including a definitive Global Bearer Security) of such
series and of like tenor following the Global Exchange
Date (as defined below) when the account holder
instructs Euroclear or CEDEL S.A., as the case may be,
to request such exchange on his behalf and delivers to
Euroclear or CEDEL S.A., as the case may be, a
certificate in the form required by Section 3.11(i),
dated no earlier than 15 days prior to the Global
Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and CEDEL S.A.,
the Trustee, any Authenticating Agent appointed for
such series of Securities and each Paying Agent.
Unless otherwise specified in such temporary Global
Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary
Global Security, except that a Person receiving
definitive Securities must bear the cost of insurance,
postage, transportation and the like in the event that
such Person does not take delivery of such definitive
Securities in person at the offices of Euroclear or
CEDEL S.A. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary
Global Security shall be delivered only outside the
United States.

(iv) Without unnecessary delay but in any event
not later than the date specified in, or determined
pursuant to the terms of, any such temporary Global
Security as the "Global Exchange Date" (the "Global
Exchange Date"), the Company shall deliver to the
Trustee, or, if the Trustee appoints an Authenticating
Agent pursuant to Section 8.14, to any such
Authenticating Agent, definitive Securities in
aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by
the Company. Unless otherwise specified as
contemplated by Section 3.01, such definitive
Securities shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as
may be specified by the Company, the Trustee or any
such Authenticating Agent, as may be appropriate. On
or after the Global Exchange Date, such temporary
Global Security shall be surrendered by the Common

<PAGE>

Subordinated Indenture

Depositary to the Trustee or any such Authenticating
Agent, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee or
any such Authenticating Agent shall authenticate and
deliver, in exchange for each portion of such temporary
Global Security, an equal aggregate principal amount of
definitive Securities of the same series, of authorized
denominations and of like tenor as the portion of such
temporary Global Security to be exchanged, which,
except as otherwise specified as contemplated by
Section 3.01, shall be in the form of Bearer Securities
or Registered Securities, or any combination thereof;
provided, however, that unless otherwise specified in
such temporary Global Security, upon such presentation
by the Common Depositary, such temporary Global
Security is accompanied by a certificate dated the
Global Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary Global
Security held for its account then to be exchanged and
a certificate dated the Global Exchange Date or a
subsequent date and signed by CEDEL S.A., as to the
portion of such temporary Global Security held for its
account then to be exchanged, each in the form required
by Section 3.11(ii); and provided further that a
definitive Bearer Security (including a definitive
global Bearer Security) shall be delivered in exchange
for a portion of a temporary Global Security only in
compliance with the conditions set forth in
Section 3.03.

(v) Upon any exchange of a portion of any such
temporary Global Security, such temporary Global
Security shall be endorsed by the Trustee or any such
Authenticating Agent, as the case may be, to reflect
the reduction of the principal amount evidenced
thereby, whereupon its remaining principal amount shall
be reduced for all purposes by the amount so exchanged.
Until so exchanged in full, such temporary Global
Security shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities
of such series authenticated and delivered hereunder,
except that, unless otherwise specified as contemplated
by Section 3.01, interest payable on such temporary
Global Security on an Interest Payment Date for
Securities of such series occurring prior to the
applicable Global Exchange Date shall be payable,
without interest, to Euroclear and CEDEL S.A. on or

<PAGE>

Subordinated Indenture

after such Interest Payment Date upon delivery by
Euroclear and CEDEL S.A. to the Trustee or the Paying
Agent, as the case may be, of a certificate or
certificates in the form required by Section 3.11(iii),
for credit on or after such Interest Payment Date to
the respective accounts of the Persons who are the
beneficial owners of such temporary Global Security on
such Interest Payment Date and who have each delivered
to Euroclear or CEDEL S.A., as the case may be, a
certificate in the form required by Section 3.11(iv).
Any interest so received by Euroclear and CEDEL S.A.
and not paid as herein provided prior to the Global
Exchange Date shall be returned to the Trustee or
Paying Agent, as the case may be, which, upon
expiration of two years after such Interest Payment
Date, shall repay such interest on Company Request in
accordance with Section 5.03.

SECTION 3.05. Registration, Registration of
Transfer and Exchange. With respect to Registered
Securities, the Company shall keep or cause to be kept a
register (sometimes referred to as the "Security Register")
in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of
Registered Securities and the registration of transfers of
Registered Securities and the Company shall appoint a
"Security Registrar", and may appoint any "Co-Security
Registrar", as may be appropriate, to keep the Security
Register. Such Security Register shall be in written form
or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times the
information contained in such Security Register shall be
available for inspection by the Trustee at the office of the
Security Registrar. In the event that any Registered
Securities issued hereunder have the City of New York as a
Place of Payment, the Company shall appoint either a
Security Registrar or Co-Security Registrar located in the
City of New York.

<PAGE>

Subordinated Indenture

At the option of the Holder, Registered Securities
of any series may be exchanged for other Registered
Securities of such series, of any authorized denominations
and of like aggregate principal amount, tenor and Stated
Maturity, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which
The Holder making the exchange is entitled to receive.

Registered Securities may not be exchanged for
Bearer Securities.

At the option of the Holder, Bearer Securities of
any series may be exchanged for Registered Securities of the
same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the
Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons
in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in default, such
exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in
an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be
entitled to receive the amount of any such payment from the
Company; provided, however, that interest represented by
coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency of a
Paying Agent, maintained pursuant to Section 5.02 for such
purpose, located outside the United States. Notwithstanding
the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a
Registered Security of the same series and like tenor after
the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date,
or (ii) any Special Record Date and before the opening of
business at such office or agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest

<PAGE>

Subordinated Indenture

Payment Date or proposed date for payment, as the case may
be.

If at any time the Depositary for the Securities
of a series notifies the Company that it is unwilling or
unable to continue as Depositary for the Securities of such
series or if at any time the Depositary for the Securities
of such series shall no longer be eligible under
Section 3.03, the Company shall appoint a successor
Depositary with respect to the Securities of such series.
If a successor Depositary for the Securities of such series
is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to
Section 3.01(vi) shall no longer be effective with respect
to the Securities of such series and the Company will
execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver Securities of
such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

<PAGE>

Subordinated Indenture

in definitive form in an aggregate principal amount equal to
the principal amount of the Global Security or Securities
representing such series in exchange for such Global
Security or Securities.

<PAGE>

Subordinated Indenture

Every Security presented or surrendered for
registration of transfer or exchange shall (if so required
by the Company or the Security Registrar) be duly endorsed,
or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar
duly executed, by the Holder thereof or his attorney duly
authorized in writing.

<PAGE>

Subordinated Indenture

Company's own expense or without expense or without charge
to Holders.

Notwithstanding anything herein to the contrary,
the exchange of Bearer Securities into Registered Securities
shall be subject to applicable laws and regulations in
effect at the time of exchange; none of the Company, the
Trustee nor the Security Registrar shall exchange any Bearer
Securities into Registered Securities if it has received an
Opinion of Counsel that as a result of such exchanges the
Company would suffer adverse consequences under the United
States federal income tax laws and regulations then in
effect and the Company has delivered to the Trustee a
Company Order directing the Trustee not to make such
exchanges unless and until the Trustee receives a subsequent
Company Order to the contrary. The Company shall deliver
copies of such Company Orders to the Security Registrar.

<PAGE>

Subordinated Indenture

Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such mutilated,
destroyed, lost or stolen Security or in exchange for the
Security to which a mutilated, destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not
mutilated, destroyed, lost or stolen), a new Security of the
same series and Stated Maturity and of like tenor and
principal amount, bearing a number not contemporaneously
outstanding and, if applicable, with coupons corresponding
to the coupons appertaining thereto; provided, however, that
any new Bearer Security will be delivered only in compliance
with the conditions set forth in Section 3.05.

In case any such mutilated, destroyed, lost or
stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security; provided,
however, that payment of principal of (and premium, if any)
and any interest on Bearer Securities shall be payable only
at an office or agency located outside the United States,
and, in the case of interest, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of the coupons appertaining thereto.

Every new Security of any series, with its
coupons, if any, issued pursuant to this Section in exchange
for any mutilated Security or in lieu of any destroyed, lost
or stolen Security, or in exchange for a Security with a
mutilated, destroyed, lost or stolen coupon, shall
constitute an original additional contractual obligation of
the Company, whether or not the mutilated, destroyed, lost
or stolen Security and its coupons, if any, or the
mutilated, destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with
any and all other Securities of the same series and their
coupons, if any, duly issued hereunder.

The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and

<PAGE>

Subordinated Indenture

remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons.

<PAGE>

Subordinated Indenture

Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Registered
Security and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall
be not more than 15 nor less than 10 days prior to the date
of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each
Holder at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names such Registered Securities (or
their respective Predecessor Securities) are registered on
such Special Record Date and shall no longer be payable
pursuant to the following clause (ii). In case a Bearer
Security of any series is surrendered at the office or
agency in a Place of Payment for such series in exchange for
a Registered Security of such series after the close of
business at such office or agency on any Special Record Date
and before the opening of business at such office or agency
on the related proposed date of payment of Defaulted
Interest, such Bearer Security shall be surrendered without
the coupon relating to such proposed date for payment and
Defaulted Interest will not be payable on such proposed date
for payment in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

<PAGE>

Subordinated Indenture

may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant
to this clause, such payment shall be deemed practicable by
the Trustee.

SECTION 3.08. Persons Deemed Owners. Title to
any Bearer Security, any coupons appertaining thereto and
any temporary Global Security shall pass by delivery.

The Company, the Trustee and any agent of the
Company or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner
of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other
purposes whatsoever whether or not such Security or coupon
be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by
notice to the contrary.

None of the Company, the Trustee, any Paying
Agent, any Authenticating Agent or the Security Registrar

<PAGE>

Subordinated Indenture

will have the responsibility or liability for any aspect of
the records relating to or payments made on account of
beneficial ownership interest of a Global Security or for
maintaining, supervising or reviewing any records relating
to such beneficial ownership interest, and they shall be
fully protected in acting or refraining from acting on any
such information provided by the Depositary.

SECTION 3.10. Computation of Interest. Interest
on the Securities of each series shall be computed as shall
be specified as contemplated by Section 3.01.

SECTION 3.11. Form of Certification. Unless
otherwise provided pursuant to Section 3.01:

<PAGE>

Subordinated Indenture

substantially in the form of Exhibit B hereto, with
only such changes as shall be approved by the Company.

<PAGE>

Subordinated Indenture

may be so purchased for any reason falls short of the amount
originally due, the Company shall pay such additional
amounts as may be necessary to compensate for such
shortfall; and (d) any obligation of the Company not
discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided
herein, shall continue in full force and effect.

ARTICLE FOUR

Redemption of Securities

SECTION 4.02. Election To Redeem; Notice to
Trustee. The election of the Company to redeem any
Securities redeemable at the option of the Company shall be
evidenced by an Officers' Certificate. In case of any
redemption at the election of the Company of the Securities
of any series, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the
Trustee and the Security Registrar of such Redemption Date
and of the principal amount of Securities of such series to
be redeemed. In the case of any redemption of Securities
(i) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (ii) pursuant to an election
of the Company which is subject to a condition specified in
the terms of such Securities, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance
with such restriction.

<PAGE>

Subordinated Indenture

selection for redemption of portions of the principal amount
of Securities of such series of a denomination equal to or
larger than the minimum authorized denomination for
Securities of such series. Unless otherwise provided by the
terms of the Securities of any series so selected for
partial redemption, the portions of the principal of
Securities of such series so selected for partial redemption
shall be, in the case of Registered Securities, equal to
$1,000 or an integral multiple thereof or, in the case of
Bearer Securities, equal to $5,000 or an integral multiple
thereof, and the principal amount of any such Security which
remains outstanding shall not be less than the minimum
authorized denomination for Securities of such series.

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iv) that on the Redemption Date the Redemption
Price will become due and payable upon each such

<PAGE>

Subordinated Indenture

Security to be redeemed, and that interest, if any,
thereon shall cease to accrue on and after said date;

(vi) that the redemption is for a sinking fund, if
such is the case; and

(vii) the CUSIP number or the Euroclear or the CEDEL
reference number (or any other number used by a
Depositary to identify such Securities), if any, of the
Securities to be redeemed.

A notice of redemption published as contemplated
by Section 1.06(2) need not identify particular Registered
Securities to be redeemed.

Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company
or, on Company Request, by the Trustee in the name and at
the expense of the Company.

<PAGE>

Subordinated Indenture

void. Upon surrender of any such Securities for redemption
in accordance with said notice, such Securities shall be
paid by the Company at the Redemption Price; provided,
however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside
the United States and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of coupons for such interest. Installments of
interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor
Securities, registered as such on the close of business on
the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.

If any Bearer Security surrendered for redemption
shall not be accompanied by all appurtenant coupons maturing
after the Redemption Date, such Security may be paid after
deducting from the Redemption Price an amount equal to the
face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security
or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction
shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside
the United States and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of those coupons.

<PAGE>

Subordinated Indenture

Holder of such Security or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or
Securities of the same series and Stated Maturity,
containing identical terms and conditions, of any authorized
denominations as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

SECTION 4.08. Redemption Suspended During Event
of Default. The Trustee shall not redeem any Securities
(unless all Securities then Outstanding are to be redeemed)
or commence the giving of any notice of redemption of
Securities during the continuance of any Event of Default
known to the Trustee, except that where the giving of notice
of redemption of any Securities shall theretofore have been
made, the Trustee shall, subject to the provisions of
Article Fourteen, redeem such Securities, provided funds are
deposited with it for such purpose. Subject to the rights
of the holders of Senior Indebtedness, except as aforesaid,
any moneys theretofore or thereafter received by the Trustee
shall, during the continuance of such Event of Default, be
held in trust for the benefit of the Holders and applied in
the manner set forth in Section 7.06; provided, however,
that in case such Event of Default shall have been waived as
provided herein or otherwise cured, such moneys shall
thereafter be held and applied in accordance with the
provisions of this Article.

ARTICLE FIVE

Covenants

SECTION 5.01. Payment of Principal, Premium and
Interest. The Company covenants and agrees for the benefit
of each series of Securities that it will duly and
punctually pay the principal of, premium, if any, and
interest on the Securities of such series in accordance with
the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture. Unless otherwise
specified as contemplated by Section 3.01 with respect to
any series of Securities, any interest due on Bearer
Securities on or before Maturity shall be payable only
outside the United States upon presentation and surrender of
the several coupons for such interest installments as are
evidenced thereby as they severally mature.

<PAGE>

Subordinated Indenture

SECTION 5.02. Maintenance of Office or Agency.
If Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of
Payment for any series of Securities an office or agency
where Securities of that series may be presented or
surrendered for payment, where Securities of that series may
be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the
Trustee of the location, and of any change in the location,
of such office or agency. If Securities of a series may be
issuable as Bearer Securities, the Company will maintain
(A) in the Borough of Manhattan, the City of New York an
office or agency where any Registered Securities of that
series may be presented or surrendered for payment, where
any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that
series may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served, (B) subject
to any laws or regulations applicable thereto, in a Place of
Payment for that series which is located outside the United
States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for
payment (including payment of any additional amounts payable
on Securities of that series pursuant to Section 5.04);
provided, however, that if the Securities of that series are
listed on The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited or the
Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent
for the Securities of that series in London or Luxembourg or
any other required city located outside the United States,
as the case may be, so long as the Securities of that series
are listed on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for
such series located outside the United States an office or
agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange and where
notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.
The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of any such
office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of

<PAGE>

Subordinated Indenture

any series of Securities or shall fail to furnish the
Trustee with the address thereof, such presentations, and
surrenders of Securities of that series may be made and
notices and demands may be made or served at the Principal
Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of
any additional amounts payable on Bearer Securities of that
series pursuant to Section 5.04) at the place specified for
the purpose as contemplated by Section 3.01, and the Company
hereby appoints the Trustee as its agent to receive such
respective presentations, surrenders, notices and demands.

<PAGE>

Subordinated Indenture

appointments; provided, however, that no such designation,
appointment or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in
each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.
Unless and until the Company rescinds one or more such
appointments, the Company hereby appoints , as
its Paying Agent in the City of New York with respect to all
series of Securities having a Place of Payment in the City
of New York.

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

(i) hold all sums held by it for the payment of
principal of, premium, if any, or interest on
Securities of such series and any appurtenant coupons
in trust for the benefit of the Persons entitled

<PAGE>

Subordinated Indenture

thereto until such sums shall be paid to such Persons
or otherwise disposed of as herein provided;

(iii) at any time during the continuance of any such
default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust
by such Paying Agent.

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
Security of any series or any appurtenant coupons and
remaining unclaimed for two years after such principal,
premium or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust, and the Holder
of such Security or any coupon appertaining thereto shall
thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in each Place of
Payment, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the
Company.

<PAGE>

Subordinated Indenture

If the Securities of a series provide for the
payment of additional amounts, at least 10 days prior to the
first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not
bear interest prior to Maturity, the first day on which a
payment of principal (and premium, if any) is made), and at
least 10 days prior to each date of payment of principal
(and premium, if any) or interest if there has been any
change with respect to the matters set forth in the below-
mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's Principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of (and
premium, if any) or interest on the Securities of that
series shall be made to Holders of Securities of that series
or any related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of
that series. If any such withholding shall be required,
then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to
such Holders of Securities or coupons and the Company will
pay to the Trustee or such Paying Agent the additional
amounts required by this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their

<PAGE>

Subordinated Indenture

part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

(i) a review of the activities of the Company
during such year and of performance under this
Indenture and under the terms of the Securities has
been made under his supervision; and

(ii) to the best of his knowledge, based on such
review, (a) the Company has fulfilled all its
obligations and complied with all conditions and
covenants under this Indenture and under the terms of
the Securities throughout such year, or, if there has
been a default in the fulfillment of any such
obligation, condition or covenant specifying each such
default known to him and the nature and status thereof,
and (b) no event has occurred and is occurring which
is, or after notice or lapse of time or both would
become, a Default, or if such an event has occurred and
is continuing, specifying such event known to him and
the nature and status thereof.

For purposes of this Section, compliance or
default shall be determined without regard to any period of
grace or requirement of notice provided for herein.

<PAGE>

Subordinated Indenture

property and assets substantially as an entirety to any
person, permitted by Article Ten, (iii) prevent the
liquidation or dissolution of the Company after any
conveyance or transfer of its property and assets
substantially as an entirety to any person permitted by
Article Ten.

ARTICLE SIX

Holders' Lists and Reports by Trustee and Company

SECTION 6.01. Company To Furnish Trustee Names
and Addresses of Holders. The Company will furnish or cause
to be furnished to the Trustee (i) semiannually, not more
than 10 days after each March 1 and September 1, a list, in
such form as the Trustee may reasonably require, containing
all the information in the possession or control of the
Company, any of its Paying Agents (other than the Trustee)
or the Security Registrar, if other than the Trustee, as to
the names and addresses of the Holders of Securities as of
the preceding February 15 and August 15, as the case may be,
and (ii) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Company of any
such request, a list of similar form and content as of a
date not more than 15 days prior to the time such list is
requested to be furnished; provided, however, that if and so
long as the Trustee is the Security Registrar for Securities
of a series, no such list need be furnished with respect to
such Series of Securities.

<PAGE>

Subordinated Indenture

states that the applicants desire to communicate with other
Holders of Securities of such series or with the Holders of
all Securities with respect to their rights under this
Indenture or under such Securities and is accompanied by a
copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such
application, at its election, either:

(a) afford such applicants access to the
information preserved at the time by the Trustee in
accordance with Section 6.02(i); or

If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall,
upon the written request of such applicants, mail to each
Holder of a Security of such series or all Holders of
Securities, as the case may be, whose names and addresses
appear in the information preserved at the time by the
Trustee in accordance with Section 6.02(i), a copy of the
form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to
the Trustee of the material to be mailed and payment, or
provision for the payment, of the reasonable expenses of
mailing, unless, within five days after such tender, the
Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to
the best interests of the Holders of Securities of such
series or all Securities, as the case may be, or would be in
violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in
the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections,
the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met

<PAGE>

Subordinated Indenture

and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders of
Securities with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise, the
Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

SECTION 6.03. Reports by Trustee. (i) Within 60
days after May l of each year commencing with the year 1996,
the Trustee shall mail to each Holder reports concerning the
Trustee and its action under the Indenture as may be
required pursuant to the Trust Indenture Act if and to the
extent and in the manner provided pursuant thereto.

(ii) Reports pursuant to this Section shall be
transmitted by mail (1) to all Holders of Registered
Securities, as their names and addresses appear in the
Security Register and (2) to such Holders of Bearer
Securities as have, within the two years preceding such
transmission, filed their names and addresses with the
Trustee for that purpose, and (3) except in the cases of
reports under Section 313(b)(2) of the Trust Indenture Act,
to each Holder of a Security of any series whose name and
address appear in the information preserved at the time by
the Trustee in accordance with Section 6.02(i).

<PAGE>

Subordinated Indenture

SECTION 6.04. Reports by Company. The Company
will:

<PAGE>

Subordinated Indenture

ARTICLE SEVEN

Remedies

(i) default in the payment of the principal of or
premium, if any, on any Security of such series at its
Maturity; or

(ii) default in the payment of any interest upon
any Security of such series as and when the same shall
become due and payable, and continuance of such default
for a period of 30 days; or

(iii) failure on the part of the Company or the
Guarantor duly to observe or perform any of the other
covenants or agreements on its part in the Securities
of such series or in this Indenture and continuance of
such failure for a period of 90 days after the date on
which written notice of such failure, requiring the
Company or the Guarantor to remedy the same and stating
that such notice is a "Notice of Default" hereunder,
shall have been given by registered mail to the Company
and the Guarantor by the Trustee, or to the Company,
the Guarantor and the Trustee by the holders of at
least 25% in aggregate principal amount of the
Securities of such series at the time Outstanding; or

<PAGE>

Subordinated Indenture

the Federal Bankruptcy Code or any other applicable
Federal or State bankruptcy, insolvency or similar law,
or appointing a receiver, liquidator, custodian,
assignee, trustee, sequestrator (or other similar
official) of the Company or the Guarantor, or of
substantially all of its properties, or ordering the
winding up or liquidation of its affairs under any such
law, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive
days; or

(v) the institution by the Company or the Guarantor
of proceedings to be adjudicated a bankrupt, or the
consent of the Company or the Guarantor to the
institution of bankruptcy proceedings against it, or
the filing by the Company or the Guarantor of a
petition or answer or consent seeking reorganization or
relief under the Federal Bankruptcy Code or any other
applicable Federal or State bankruptcy, insolvency or
similar law, or the consent by the Company or the
Guarantor to the filing of any such petition or to the
appointment of a receiver, liquidator, custodian,
assignee, trustee, sequestrator (or other similar
official) of the Company or the Guarantor, or of
substantially all of its properties under any such law;
or

(vi) any other Event of Default provided with
respect to Securities of that series.

SECTION 7.02. Acceleration of Maturity;
Rescission and Annulment. If an Event of Default with
respect to any series of Securities for which there are
Securities Outstanding occurs and is continuing, then, and
in every such case, the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities
of such series may declare the principal of all the
Securities of such series (or, if the Securities of that
series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of
that series) to be immediately due and payable, by a notice
in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration the same shall
become immediately due and payable.

At any time after such a declaration of
acceleration with respect to Securities of any series has
been made and before a judgment or decree for payment of the

<PAGE>

Subordinated Indenture

money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in
principal amount of the Outstanding Securities of such
series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences,
and any Event of Default giving rise to such declaration
shall not be deemed to have occurred, if:

(i) the Company has paid or deposited with the
Trustee a sum sufficient to pay:

(a) all overdue installments of interest on
all Securities of such series;

(c) to the extent that payment of such
interest is lawful, interest upon overdue
installments of interest at the rate or rates
prescribed therefor by the terms of the Securities
of such series; and

(ii) all other Events of Default with respect to
Securities of that series, other than the nonpayment of
the principal of Securities of that series which have
become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 7.13.

No such recession shall affect any subsequent
default or impair any right consequent thereon.

<PAGE>

Subordinated Indenture

SECTION 7.03. Collection of Indebtedness and
Suits for Enforcement by Trustee. The Company covenants
that if:

(i) default is made in the payment of any
installment of interest on any Security of any series
when such interest becomes due and payable and such
default continues for a period of 30 days, or

(ii) default is made in the payment of the
principal of or premium, if any, on any Security of any
series at the Maturity thereof,

<PAGE>

Subordinated Indenture

SECTION 7.04. Trustee May File Proofs of Claim.
In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding
relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of
whether the principal of any Securities shall then be due
and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue
principal, premium, if any, or interest) shall be entitled
and empowered, by intervention in such proceeding or
otherwise:

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

<PAGE>

Subordinated Indenture

FIRST: To the payment of all amounts due the
Trustee under Section 8.07;

SECOND: To holders of Senior Indebtedness or
Senior Subordinated Indebtedness, as the case may be,
to the extent required by Article Fourteen;

THIRD: To the payment of the amounts then due and
unpaid upon the Securities of such series and coupons
for principal, premium, if any, and interest, in
respect of which or for the benefit of which such money
has been collected, ratably, without preference or
priority of any kind, according to the amounts due and
payable on Securities of such series and coupons, if
any, for principal, premium, if any, and interest,
respectively. The Holders of each series of Securities
denominated in ECU, any other composite currency or a
Foreign Currency and any matured coupons relating
thereto shall be entitled to receive a ratable portion

<PAGE>

Subordinated Indenture

of the amount determined by the Exchange Rate Agent by
converting the principal amount Outstanding of such
series of Securities and matured but unpaid interest on
such series of Securities in the currency in which such
series of Securities is denominated into Dollars at the
Exchange Rate as of the Business Day immediately
preceding the date of payment; and

FOURTH: The balance, if any, to the Person or
Persons entitled thereto.

(i) such Holder has previously given written
notice to the Trustee of a continuing Event of Default
with respect to Securities of such series;

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

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

<PAGE>

Subordinated Indenture

over any other such Holders or to enforce any right under
this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all the Holders of
Securities of such series.

SECTION 7.08. Unconditional Right of Holders To
Receive Principal, Premium and Interest. Notwithstanding
any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute
and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 3.07) interest on
such Security or payment of such coupon on the respective
Stated Maturities expressed in such Security or coupon (or,
in the case of redemption or repayment on the Redemption
Date or Repayment Date) and to institute suit for the
enforcement of such payment, and such rights shall not be
impaired without the consent of such Holder.

SECTION 7.09. Restoration of Rights and Remedies.
If the Trustee or any Holder of a Security or coupon has
instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then
and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such
proceeding, be restored severally and respectively to their
former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted.

SECTION 7.10. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement
or payment of mutilated, lost, destroyed or stolen Secur-
ities or coupons in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 7.11. Delay or Omission Not Waiver. No
delay or omission of the Trustee or of any Holder of any
Security or coupon to exercise any right or remedy accruing

<PAGE>

Subordinated Indenture

upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the
case may be.

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

(ii) the Trustee shall not determine that the
action so directed would be unjustly prejudicial to the
Holders not taking part in such direction,

(iv) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with
such direction.

(i) in the payment of the principal of, premium,
if any, or interest on any Security of such series, or

(ii) in respect of a covenant or provision hereof
which under Article Nine cannot be modified or amended
without the consent of the Holder of each Outstanding
Security of such series affected.

<PAGE>

Subordinated Indenture

SECTION 7.15. Waiver of Stay or Extension Laws.
The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or
in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as
though no such law had been enacted.

<PAGE>

Subordinated Indenture

ARTICLE EIGHT

The Trustee

SECTION 8.01. Certain Duties and
Responsibilities. (i) Except during the continuance of an
Event of Default with respect to any series of Securities:

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

(iii) No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its
own wilful misconduct, except that

(a) this Subsection shall not be construed to
limit the effect of Subsection (i) of this Section;

<PAGE>

Subordinated Indenture

(iv) No provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to
it.

(v) Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

SECTION 8.02. Notice of Default. Within 90 days
after the occurrence of any Event of Default hereunder with
respect to Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series
entitled to receive reports pursuant to Section 6.03(ii)
notice of such Event of Default hereunder known to the
Trustee, unless such Event of Default shall have been cured
or waived; provided, however, that, except in the case of a
default in the payment of the principal of, premium, if any,
or interest on any Security of such series, or any related
coupons or in the payment of any sinking fund installment
with respect to Securities of such series the Trustee shall
be protected in withholding such notice if and so long as
the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders of Securities
of such series; and provided further that in the case of any
default of the character specified in Section 7.07(d) with
respect to Securities of such series, no such notice to
Holders of Securities of such series shall be given until at
least 90 days after the occurrence thereof. For the purpose
of this Section, the term "default", with respect to
Securities of any series, means any event which is, or after

<PAGE>

Subordinated Indenture

notice or lapse of time, or both, would become, an Event of
Default with respect to Securities of such series.

SECTION 8.03. Certain Rights of Trustee. Except
as otherwise provided in Section 8.01:

<PAGE>

Subordinated Indenture

the Trustee, in its discretion, may make further
inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of
the Company, personally or by agent or attorney and, if
so requested to do so by any of the Holders, at the
sole cost and expense of the Holders;

(viii) in the event that the Trustee is also acting
as Paying Agent, Authenticating Agent or Security
Registrar hereunder, the rights and protections
afforded to the Trustee pursuant to this Article Eight
shall also be afforded to such Paying Agent,
Authenticating Agent or Security Registrar.

<PAGE>

Subordinated Indenture

money received by it hereunder except as otherwise agreed in
writing with the Company.

SECTION 8.07. Compensation and Reimbursement.
The Company agrees

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

<PAGE>

Subordinated Indenture

SECTION 8.08. Disqualification; Conflicting
Interests. If the Trustee has or shall acquire a
conflicting interest within the meaning of Section 310 of
the Trust Indenture Act, the Trustee shall either eliminate
such conflicting interest or resign, to the extent and in
the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not
be deemed to have a conflicting interest with respect to the
indentures relating to the Securities of any series by
virtue of being Trustee with respect to the Securities of
any particular series of Securities other than that series.

<PAGE>

Subordinated Indenture

If at any time the Trustee with respect to any series of
Securities shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

(iv) If at any time:

(a) the Trustee shall fail to comply with Section
8.08 with respect to any series of Securities after
written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security of
such series for at least six months, or

<PAGE>

Subordinated Indenture

Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,

(v) If the Trustee shall resign, be removed or
become incapable of acting with respect to any series of
Securities, or if a vacancy shall occur in the office of
Trustee with respect to any series of Securities for any
cause, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to
the Securities of one or more or all of such series and that
at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply
with the applicable requirements of Section 8.11. If,
within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor
Trustee with respect to such series of Securities shall be
appointed by the Act of the Holders of a majority in
principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee
with respect to such series, the successor Trustee so
appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to
such series and to that extent supersede the successor
Trustee appointed by the Company with respect to such
series. If no successor Trustee with respect to such series
shall have been so appointed by the Company or the Holders
of Securities of such series and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona
fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to such
series.

(vi) The Company shall give notice of each
resignation and each removal of the Trustee with respect to

<PAGE>

Subordinated Indenture

the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-
class mail, postage prepaid, to the Holders of Registered
Securities of such series as their names and addresses
appear in the Security Register and, if Securities of such
series are issuable as Bearer Securities, by publishing
notice of such event once in an Authorized Newspaper in each
Place of Payment located outside the United States. Each
notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of
its Principal Corporate Trust Office.

SECTION 8.11. Acceptance of Appointment by
Successor. (i) In the case of the appointment hereunder of
a successor Trustee with respect to any series of
Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring
Trustee shall become effective with respect to all or any
series as to which it is resigning as Trustee, and such
successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to
all or any such series; but, on request of the Company or
such successor Trustee, such retiring Trustee shall upon
payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights,
powers and trusts of such retiring Trustee with respect to
all or any such series; and shall duly assign, transfer and
deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to all
or any such series.

<PAGE>

Subordinated Indenture

respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (c)
shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-
trustees of the same trust and that each such Trustee shall
be Trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without
any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, subject
nevertheless to its lien, if any, provided for in
Section 8.07.

<PAGE>

Subordinated Indenture

any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified
and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated
such Securities.

<PAGE>

Subordinated Indenture

organized and doing business under the laws of the United
States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authen-
ticating Agent, having a combined capital and surplus of not
less than $5,000,000 and subject to supervision or
examination by Federal or State authority. Notwithstanding
the foregoing, an Authenticating Agent located outside the
United States may be appointed by the Trustee if previously
approved in writing by the Company and if such
Authenticating Agent meets the minimum capitalization
requirements of this Section 8.14. If such Authenticating
Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this
Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report
of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect
specified in this Section.

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

<PAGE>

Subordinated Indenture

and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.

This is one of the Securities of the series
designated therein referred to in the within-mentioned
Indenture.

, as Trustee,

by
_____________________________
As Authenticating Agent

by
_____________________________
Authorized Officer

ARTICLE NINE

Supplemental Indentures

<PAGE>

Subordinated Indenture

(iii) to add to the covenants of the Company or the
Guarantor, for the benefit of the Holders of Securities
of all or any series of Securities or coupons (and if
such covenants are to be for the benefit of less than
all series of Securities or coupons, stating that such
covenants are expressly being included solely for the
benefit of such series), or to surrender any right or
power herein conferred upon the Company or the
Guarantor; or

<PAGE>

Subordinated Indenture

(vii) to add to, change or eliminate any of the
provisions of this Indenture, provided that any such
addition, change or elimination (a) shall become
effective only when there is no Security Outstanding of
any series created prior to the execution of such
supplemental indenture which is adversely affected by
such addition, change or elimination or (b) shall not
apply to any Securities Outstanding; or

(viii) to establish the form or terms of Securities
of any series as permitted by Sections 2.01 and 3.01;
or

(ix) to add to or change any provisions of this
Indenture to such extent as shall be necessary to
permit or facilitate the issuance of Securities
convertible into other securities; or

(x) to evidence any changes to Section 8.09 as
permitted by the terms thereof; or

(xi) to add to or change or eliminate any provision
of this Indenture as shall be necessary or desirable in
accordance with any amendments to the Trust Indenture
Act, provided such action shall not adversely affect
the interest of Holders of Securities of any series or
any related coupons in any material respect; or

(xii) to make any change in Article Fourteen that
would limit or terminate the benefits available to any
holder of Senior Indebtedness or, if applicable, Senior
Subordinated Indebtedness under Article Fourteen.

An amendment under this Section may not make any
change that adversely affects the rights under
Article Fourteen of any holder of Senior Indebtedness or, if
applicable, Senior Subordinated Indebtedness then
outstanding unless the holders of such Senior Indebtedness
or, if applicable, Senior Subordinated Indebtedness (or any
Representative thereof authorized to give consent), consent
to such change.

SECTION 9.02. Supplemental Indentures With
Consent of Holders. With the consent of the Holders of not
less than a majority in aggregate principal amount of the
Outstanding Securities of all series affected by such
supplemental indenture or indentures (acting as one class),
by Act of said Holders delivered to the Company and the

<PAGE>

Subordinated Indenture

Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner
the rights of the Holders of Securities of each such series
and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security
affected thereby;

(i) change the Maturity of the principal of, or
the Stated Maturity of any installment of interest (or
premium, if any) on, any Security, or reduce the
principal amount thereof or any premium thereon or the
rate of interest thereon, or change the obligation of
the Company to pay additional amounts pursuant to
Section 5.04 (except as contemplated by
Section 10.01(i) and permitted by Section 9.01), or
reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof
pursuant to Section 7.02, or change the method of
calculating interest thereon or the coin or currency in
which any Security (or premium, if any, thereon) or the
interest thereon is payable, or reduce the minimum rate
of interest thereon, or impair the right to institute
suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of
redemption or repayment, on or after the Redemption
Date or Repayment Date); or

(iii) change any obligation of the Company to
maintain an office or agency in the places and for the
purposes specified in Section 5.02; or

(iv) modify any of the provisions of this Section
or Section 7.13, except to increase any such percentage

<PAGE>

Subordinated Indenture

or to provide that certain other provisions of this
Indenture cannot be modified or waived; or

(v) make any change in Article Fourteen that
adversely affects the rights of any Holder under
Article Fourteen.

SECTION 9.03. Execution of Supplemental
Indentures. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by
this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 8.01) shall be fully
protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is
authorized or permitted by and complies with this Indenture.
The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee's
own rights, liabilities, duties or immunities under this
Indenture or otherwise.

<PAGE>

Subordinated Indenture

of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

SECTION 9.05. Conformity with Trust Indenture
Act. Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the TIA as then
in effect.

SECTION 9.07. Subordination Unimpaired. No
supplemental indenture executed pursuant to this Article
shall directly or indirectly modify the provisions of
Article Fourteen in any manner which might alter the
subordination of the Securities.

ARTICLE TEN

Consolidation, Merger, Conveyance or Transfer

<PAGE>

Subordinated Indenture

payable pursuant to Section 5.04) on all the Securities
and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;

SECTION 10.02. Successor Corporation Substituted.
Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of the Company
substantially as an entirety in accordance with Section
10.01, the successor Person formed by such consolidation or
into which the Company is merged or to which such conveyance
or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such
successor Person had been named as the Company herein. In
the event of any such conveyance or transfer, the Company as
the predecessor corporation and the Guarantor shall be
relieved of all obligations and covenants under this Indenture
and may be dissolved, wound up and liquidated at any time
thereafter.

ARTICLE ELEVEN

Satisfaction and Discharge

<PAGE>

Subordinated Indenture

(i) either

(a) all Securities theretofore authenticated
and delivered (other than (1) coupons appertaining
to Bearer Securities surrendered for exchange for
Registered Securities and maturing after such
exchange, whose surrender is not required or has
not been waived as provided in Section 3.05, (2)
coupons appertaining to Bearer Securities called
for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived
as provided in Section 4.07, (3) Securities and
coupons which have been destroyed, lost or stolen
and which have been replaced or paid as provided
in Section 3.06, and (4) Securities for whose
payment money has theretofore been deposited in
trust or segregated and held in trust by the
Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section
5.03) have been delivered to the Trustee for
cancelation; or

(b) all such Securities not theretofore
delivered to the Trustee for cancelation

(1) have become due and payable, or

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

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

and the Company, in the case of (b) (1), (2) or (3)
above, has deposited or caused to be deposited with the
Trustee, as trust funds in trust for the purpose, an
amount (said amount to be immediately due and payable
to the Holders) sufficient to pay and discharge the
entire indebtedness on such Securities and coupons not
theretofore delivered to the Trustee for cancelation,
for principal, premium, if any, and interest to the
date of such deposit (in the case of Securities which
have become due and payable), or to the Maturity or
Redemption Date, as the case may be;

<PAGE>

Subordinated Indenture

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

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee
under Section 8.07 and, if money shall have been deposited
with the Trustee pursuant to subclause (b) of clause (i) of
this Section, the obligations of the Trustee under
Section 11.02 and the last paragraph of Section 5.03 shall
survive. The Trustee may give notice at the Company's
expense to the Holders of Securities Outstanding of the
immediate availability of the amount referred to in
clause (i) of this Section 11.01. Funds held pursuant to
this Section shall not be subject to the provisions of
Article Fourteen.

SECTION 11.02. Application of Trust Money.
Subject to the provisions of the last paragraph of Section
5.03, all money deposited with the Trustee pursuant to
Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the
coupons, if any, and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may
determine, to the Persons entitled thereto, of the
principal, premium, if any, and interest for whose payment
such money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the
extent required by law.

<PAGE>

Subordinated Indenture

ARTICLE TWELVE

Immunity of Incorporators, Stockholders,
Officers and Directors

ARTICLE THIRTEEN

Sinking Funds

<PAGE>

Subordinated Indenture

<PAGE>

Subordinated Indenture

sinking fund payment date the Security Registrar shall
select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 4.03 and
cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner
provided in Section 4.04. Such notice having been duly
given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 4.06 and
4.07.

ARTICLE FOURTEEN

Subordination

SECTION 14.01. Agreement To Subordinate. Each of
the Company and the Guarantor agrees, and each Holder by
accepting a Security and the related Guarantee agrees, that
the indebtedness evidenced by the Securities and the
Guarantee is subordinated in right of payment, to the extent
and in the manner provided in this Article Fourteen, to the
prior payment of all Senior Indebtedness and, if applicable,
Senior Subordinated Indebtedness, and that such
subordination is for the benefit of and enforceable by the
holders of Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness. Only indebtedness of the Company
which is Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness, and Guarantees of Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness by the Guarantor shall rank senior to the
Securities and the Guarantee in accordance with the provi-
sions set forth herein. All provisions of this Arti-
cle Fourteen shall be subject to Section 14.12. All
Guarantees by the Guarantor of Senior Indebtedness of the
Company shall be deemed Senior Indebtedness of the
Guarantor.

SECTION 14.02. Liquidation, Dissolution, Bank-
ruptcy. Upon any payment or distribution of the assets of
the Company or the Guarantor to creditors upon a total or
partial liquidation or a total or partial dissolution of the
Company or the Guarantor or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to
the Company or the Guarantor or their respective properties:

(1) holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness shall be
entitled to receive payment in full of the Senior

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Subordinated Indenture

Indebtedness and, if applicable, Senior Subordinated
Indebtedness before the Holders of Securities shall be
entitled to receive any payment of principal of or
interest on other amounts with respect to the
Securities; and

(2) until the Senior Indebtedness and, if
applicable, the Senior Subordinated Indebtedness is
paid in full, any distribution to which the Holders of
Securities would be entitled but for this Article
Fourteen shall be made to holders of Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness as their interests may appear, except that
Holders of Securities may receive shares of stock and
any debt securities that are subordinated to Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness to at least the same extent as the
Securities and do not provide for the payment of
principal prior to the Stated Maturity of all Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness.

SECTION 14.03. Default on Senior Indebtedness or
Senior Subordinated Indebtedness. Neither the Company nor
the Guarantor may pay the principal of or interest on or
other amounts with respect to the Securities, make any
deposit pursuant to Section 11.01 or repurchase, redeem or
otherwise retire any Securities (collectively, "pay the
Securities") if (i) any Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness is not paid
when due or (ii) any other default on Senior Indebtedness
and, if applicable, Senior Subordinated Indebtedness occurs
and the maturity of such Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness is accelerated
in accordance with its terms unless, in either case, (x) the
default has been cured or waived and any such acceleration
has been rescinded or (y) such Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness has been paid
in full; provided, however, that the Company and the
Guarantor may pay the Securities without regard to the
foregoing if the Company, the Guarantor and the Trustee
receive written notice approving such payment from the
Representatives of the Senior Indebtedness and, if
applicable, the Senior Subordinated Indebtedness with
respect to which either of the events set forth in
clause (i) or (ii) of the immediately preceding sentence has
occurred or is continuing. During the continuance of any
default (other than a default described in clause (i) or

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Subordinated Indenture

(ii) of the preceding sentence) with respect to any Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness, pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or
the expiration of any applicable grace periods, neither the
Company nor the Guarantor may pay the Securities for a
period (a "Payment Blockage Period") commencing upon the
receipt by the Trustee (with a copy to the Company and the
Guarantor) of written notice (a "Blockage Notice") of such
default from the Representative of such Senior Indebtedness
and, if applicable, Senior Subordinated Indebtedness
specifying an election to effect a Payment Blockage Period
and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (i) by written notice to the
Trustee, the Company and the Guarantor from the Person or
Persons who gave such Blockage Notice, (ii) by repayment in
full of such Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness, or (iii) because the default
giving rise to such blockage Notice is no longer
continuing). Notwithstanding the provisions described in
the immediately preceding sentence (but subject to the
provisions contained in the first sentence of this Section),
unless the holders of such Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness or the
Representative of such holders shall have accelerated the
maturity of such Senior Indebtedness and, if applicable,
Senior Subordinated Indebtedness, the Company and the
Guarantor may resume payments on the Securities after such
Payment Blockage Period. Not more than one Blockage Notice
may be given in any consecutive 360-day period, irrespective
of the number of defaults with respect to Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness during such period.

SECTION 14.04. Acceleration of Payment of
Securities. If payment of the Securities is accelerated
because of an Event of Default, the Company, the Guarantor
or the Trustee shall promptly notify the holders of the
Senior Indebtedness and, if applicable, Senior Subordinated
Indebtedness (or their Representatives) of the acceleration.
If any Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness is outstanding, neither the
Company nor the Guarantor may pay the Securities until five
Business days after the Representatives of the Senior
Indebtedness and, if applicable, the Senior Subordinated
Indebtedness receive notice of such acceleration and,

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Subordinated Indenture

thereafter, may pay the Securities only if this
Article Fourteen otherwise permits payments at that time.

SECTION 14.05. When Distribution Must Be Paid
Over. If a distribution is made to the Holders of
Securities that because of this Article Fourteen should not
have been made to them, the Holders of Securities who
receive the distribution shall hold it in trust for holders
of Senior Indebtedness and, if applicable, Senior
Subordinated Indebtedness and pay it over to them as their
interests may appear.

SECTION 14.06. Subrogation. After all Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness is paid in full and until the Securities are
paid in full, Holders of Securities shall be subrogated to
the rights of holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness to receive
distributions applicable to Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness. A
distribution made under this Article Fourteen to holders of
Senior Indebtedness and, if applicable, Senior Subordinated
Indebtedness which otherwise would have been made to Holders
of Securities is not, as between the Company and Holders of
Securities, a payment by the Company on Senior Indebtedness
or, if applicable, Senior Subordinated Indebtedness or, as
between the Guarantor and Holders of Securities, a payment
by the Guarantor on Senior Indebtedness or, if applicable,
Senior Subordinated Indebtedness.

SECTION 14.07. Relative Rights. This Article
Fourteen defines the relative rights of Holders of
Securities and holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness. Nothing in
this Indenture shall:

(1) impair, as between the Company or the
Guarantor, as the case may be, and Holders of
Securities, the obligation of the Company or the
Guarantor, as the case may be, which is absolute and
unconditional, to pay principal of and interest on the
Securities in accordance with their terms; or

(2) prevent the Trustee or any Holder of
Securities from exercising its available remedies upon
an Event of Default, subject to the rights of holders
of Senior Indebtedness and, if applicable, Senior

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Subordinated Indenture

Subordinated Indebtedness to receive distributions
otherwise payable to Holders of Securities.

SECTION 14.08. Subordination May Not Be Impaired
by Company or Guarantor. No right of any holder of Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness to enforce the subordination of the indebted-
ness evidenced by the Securities shall be impaired by any
act or failure to act by the Company or the Guarantor or by
the failure of either of them to comply with this Indenture.

SECTION 14.09. Rights of Trustee and Paying
Agent. Notwithstanding Section 14.03, the Trustee or Paying
Agent may continue to make payments on the Securities and
shall not be charged with knowledge of the existence of
facts that would prohibit the making of any such payments
unless, not less than two Business Days prior to the date of
such payment, a trust officer of the Trustee receives notice
satisfactory to it that payments may not be made under this
Article Fourteen. The Company, the Registrar or co-
registrar, the Paying Agent, a Representative or a holder of
Senior Indebtedness and, if applicable, Senior Subordinated
Indebtedness may give the notice; provided, however, that,
if an issuer of Senior Indebtedness and, if applicable,
Senior Subordinated Indebtedness has a Representative, only
the Representative may give the notice.

The Trustee in its individual or any other capa-
city may hold Senior Indebtedness or, if applicable, Senior
Subordinated Indebtedness with the same rights it would have
if it were not Trustee. The Registrar and co-registrar and
the Paying Agent may do the same with like rights. The
Trustee shall be entitled to all the rights set forth in
this Article Fourteen with respect to any Senior
Indebtedness and, if applicable, Senior Subordinated
Indebtedness, which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness and,
if applicable, Senior Subordinated Indebtedness; and nothing
in Article Eight shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article Fourteen
shall apply to claims of, or payments to, the Trustee under
or pursuant to Article Eight.

SECTION 14.10. Distribution or Notice to Repre-
sentative. Whenever a distribution is to be made or a
notice given to holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness the

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Subordinated Indenture

distribution may be made and the notice given to their
Representatives (if any).

SECTION 14.11. Article Fourteen Not To Prevent
Events of Default or Limit Right To Accelerate. The failure
to make a payment pursuant to the Securities by reason of
any provision in this Article Fourteen shall not be
construed as preventing the occurrence of an Event of
Default. Nothing in this Article Fourteen shall have any
effect on the right of the Holders of Securities or the
Trustee to accelerate the maturity of the Securities.

SECTION 14.12. Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary,
payments from money or the proceeds of U.S. government
obligations held in trust under Section 11.01 by the Trustee
for the payment of principal of and interest on the
Securities shall not be subordinated to the prior payment of
any Senior Indebtedness or, if applicable, Senior
Subordinated Indebtedness, or subject to the restrictions
set forth in this Article Fourteen, and none of the Holders
of Securities shall be obligated to pay over any such amount
to the Company, the Guarantor, any holder of Senior
Indebtedness or, if applicable, Senior Subordinated
Indebtedness of the Company or any other creditor of the
Company.

SECTION 14.13. Trustee Entitled To Rely. Upon
any payment or distribution pursuant to this Article
Fourteen, the Trustee and the Holders of Securities shall be
entitled to rely (i) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the
nature referred to in Section 14.02 are pending, (ii) upon a
certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or
to the Holders of Securities or (iii) upon the
Representatives for the holders of Senior Indebtedness and,
if applicable, Senior Subordinated Indebtedness for the
purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior
Indebtedness, the holders of Senior Subordinated
Indebtedness, if applicable, and other indebtedness of the
Company or the Guarantor, as the case may be, the amount
thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or
to this Article Fourteen. In the event that the Trustee
determines, in good faith, that evidence is required with
respect to the right of any Person as a holder of Senior

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Subordinated Indenture

Indebtedness or, if applicable, Senior Subordinated
Indebtedness to participate in any payment or distribution
pursuant to this Article Fourteen, the Trustee may request
such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior
Indebtedness or, if applicable, Senior Subordinated
Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such
Person under this Article Fourteen, and, if such evidence is
not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of
such Person to receive such payment.

SECTION 14.14. Trustee To Effectuate Subordina-
tion. Each Holder of Securities by accepting a Security
authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to acknow-
ledge or effectuate the subordination between the Security-
holders and the holders of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness as provided in
this Article Fourteen and appoints the Trustee as attorney-
in-fact for any and all such purposes.

SECTION 14.15. Trustee Not Fiduciary for Holders
of Senior Indebtedness or Senior Subordinated Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness or, if applicable, Senior
Subordinated Indebtedness, and shall not be liable to any
such holders if it shall mistakenly pay over or distribute
to Holders of Securities or the Company, the Guarantor or
any other Person, money or assets to which any holders of
Senior Indebtedness or, if applicable, Senior Subordinated
Indebtedness shall be entitled by virtue of this Article
Fourteen or otherwise.

SECTION 14.16. Reliance by Holders of Senior
Indebtedness or Senior Subordinated Indebtedness on
Subordination Provisions. Each Holder of Securities by
accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to
be, an inducement and a consideration to each holder of any
Senior Indebtedness and, if applicable, Senior Subordinated
Indebtedness whether such Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness was created or
acquired before or after the issuance of the Securities, to
acquire and continue to hold, or to continue to hold, such
Senior Indebtedness and, if applicable, Senior Subordinated

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Subordinated Indenture

Indebtedness and such holder of Senior Indebtedness and, if
applicable, Senior Subordinated Indebtedness shall be deemed
conclusively to have relied on such subordination provisions
in acquiring and continuing to hold, or in continuing to
hold, such Senior Indebtedness and, if applicable, the
Senior Subordinated Indebtedness.

ARTICLE FIFTEEN

Guarantee

SECTION 15.01. Guarantee. The Guarantor hereby
unconditionally and irrevocably guarantees on a senior
subordinated or junior subordinated basis, as the case may
be, to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment of principal of
and interest on the Securities when due, whether at
maturity, by acceleration, by redemption or otherwise, and
all other monetary obligations of the Company under this
Indenture (including obligations to the Trustee) and the
Securities and (b) the full and punctual performance within
applicable grace periods of all other obligations of the
Company under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the
"Obligations"). The Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part,
without notice or further assent from the Guarantor, and
that the Guarantor shall remain bound under this Article
Fifteen notwithstanding any extension or renewal of any
Obligation.

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Subordinated Indenture

against any other guarantor of the Obligations; or (f) any
change in ownership of the Guarantor.

The Guarantor further agrees that its Guarantee
herein constitutes a guarantee of payment, performance and
compliance when due (and not a guarantee of collection) and
waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of
the Obligations.

Such Guarantee is, to the extent and in the manner
set forth in Article Fourteen, subordinated and subject in
right of payment to the prior payment in full of the
principal of and premium, if any, and interest on all Senior
Indebtedness or Senior Subordinated Indebtedness, as the
case may be, of the Guarantor and such Guarantee is made
subject to provisions of this Indenture.

The obligations of the Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not
be subject to any defense of set off, counterclaim,
recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality
of the foregoing, the obligations of the Guarantor herein
shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the Trustee to assert any claim
or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or
modification of any thereof, by any default, failure or
delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of the Guarantor or
would otherwise operate as a discharge of the Guarantor as a
matter of law or equity.

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Subordinated Indenture

In furtherance of the foregoing and not in
limitation of any other right which any Holder or the
Trustee has at law or in equity against the Guarantor by
virtue hereof, upon the failure of the Company to pay the
principal of or interest on any Obligation when and as the
same shall become due, whether at maturity, by acceleration,
by redemption or otherwise, or to perform or comply with any
other Obligation, the Guarantor hereby promises to and
shall, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Holders
or the Trustee an amount equal to the sum of (i) the unpaid
principal amount of such Obligations, (ii) accrued and
unpaid interest on such Obligations (but only to the extent
not prohibited by law) and (iii) all other monetary
Obligations of the Company to the Holders and the Trustee.

The Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred
by the Trustee or any Holder in enforcing any rights under
this Section.

SECTION 15.02. Limitation on Liability. Any term
or provision of this Indenture to the contrary
notwithstanding, the maximum, aggregate amount of the
obligations guaranteed hereunder by the Guarantor shall not
exceed the maximum amount that can be hereby guaranteed
without rendering this Indenture, as it relates to the
Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer.

SECTION 15.03. Successors and Assigns. This
Article Fifteen shall be binding upon the Guarantor and its

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Subordinated Indenture

successors and assigns and shall enure to the benefit of the
successors and assigns of the Trustee and the Holders and,
in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred
upon that party in this Indenture and in the Securities
shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and
conditions of this Indenture.

SECTION 15.04. No Waiver. Neither a failure nor
a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article
Fifteen shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The
rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive
of any other rights, remedies or benefits which either may
have under this Article Fifteen at law, in equity, by
statute or otherwise.

SECTION 15.05. Modification. No modification,
amendment or waiver of any provision of this Article
Fifteen, nor the consent to any departure by the Guarantor
therefrom, shall in any event by effective unless the same
shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to
or demand on the Guarantor in any case shall entitle the
Guarantor to any other or further notice or demand in the
same, similar or other circumstances.

ARTICLE SIXTEEN

Repayment at the Option of Holders

SECTION 16.01. Applicability of Article.
Securities of any series which are repayable at the option
of the Holders thereof before their Stated Maturity shall be
repaid in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Securities
of such series) in accordance with this Article.

SECTION 16.02. Repayment of Securities. Each
Security which is subject to repayment in whole or in part
at the option of the Holder thereof on a Repayment Date
shall be repaid at the applicable Repayment Price together

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Subordinated Indenture

with interest accrued to such Repayment Date as specified
pursuant to Section 3.01.

SECTION 16.03. Exercise of Option; Notice. Each
Holder desiring to exercise such Holder's option for
repayment shall, as conditions to such repayment, surrender
the Security to be repaid in whole or in part together with
written notice of the exercise of such option at any office
or agency of the Company in a Place of Payment, not less
than 30 nor more than 45 days prior to the Repayment Date;
provided, however, that surrender of Bearer Securities
together with written notice of exercise of such option
shall be made at an office or agency located outside the
United States except as otherwise provided in Section 5.02.
Such notice, which shall be irrevocable, shall specify the
principal amount of such Security to be repaid, which shall
be equal to the minimum authorized denomination for such
Security or an integral multiple thereof, and shall identify
the Security to be repaid and, in the case of a partial
repayment of the Security, shall specify the denomination or
denominations of the Security or Securities of the same
series to be issued to the Holder for the portion of the
principal of the Security surrendered which is not to be
repaid.

If any Bearer Security surrendered for repayment
shall not be accompanied by all unmatured coupons and all
matured coupons in default, such Bearer Security may be paid
after deducting from the Repayment Price an amount equal to
the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them
such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the
Holder of such Bearer Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the
Repayment Price, such Holder shall be entitled to receive
the amount so deducted without interest thereon; provided,
however, that interest represented by coupons shall be
payable only at an office or agency located outside the
United States except as otherwise provided in Section 5.02.

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Subordinated Indenture

foregoing notice, in an aggregate principal amount equal to
any portion of the principal of the Registered Security so
surrendered which is not to be repaid.

The Company shall execute and the Trustee shall
authenticate and deliver without service charge to the
Holder of any Bearer Security so surrendered a new
Registered Security or Securities or new Bearer Security or
Securities (and all appurtenant unmatured coupons and
matured coupons in default) or any combination thereof of
the same series and tenor of any authorized denomination or
denominations specified in the foregoing notice, in an
aggregate principal amount equal to any portion of the
principal of the Security so surrendered which is not to be
repaid; provided, however, that the issuance of a Registered
Security therefor shall be subject to applicable laws and
regulations, including provisions of the United States
federal income tax laws and regulations in effect at the
time of the exchange; neither the Company, the Trustee nor
the Security Registrar shall issue Registered Securities for
Bearer Securities if it has received an Opinion of Counsel
that as a result of such issuance the Company would suffer
adverse consequences under the United States federal income
tax laws then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make
such issuances thereafter unless and until the Trustee
receives a subsequent Company Order to the contrary. The
Company shall deliver copies of such Company Order to the
Security Registrar.

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the repayment
of Securities shall relate, in the case of any Security
repaid or to be repaid only in part, to the portion of the
principal of such Security which has been or is to be
repaid.

SECTION 16.04. Election of Repayment by
Remarketing Entities. The Company may elect, with respect
to Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity,
at any time prior to any Repayment Date to designate one or
more Remarketing Entities to purchase, at a price equal to
the Repayment Price, Securities of such series from the
Holders thereof who give notice and surrender their Debt
Securities in accordance with Section 16.03.

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SECTION 16.05. Securities Payable on the
Repayment Date. Notice of exercise of the option of
repayment having been given and the Securities so to be
repaid having been surrendered as aforesaid, such Securities
shall, unless purchased in accordance with Section 16.04, on
the Repayment Date become due and payable at the price
therein specified and from and after the Repayment Date such
Securities shall cease to bear interest and shall be paid on
the Repayment Date, and the coupons for such interest
appertaining to Bearer Securities so to be repaid, except to
the extent provided above, shall be void, unless the Company
shall default in the payment of such price, in which case
the Company shall continue to be obligated for the principal
amount of such Securities and shall be obligated to pay
interest on such principal amount at the rate prescribed
therefor by such Securities from time to time until payment
in full of such principal amount.

ARTICLE SEVENTEEN

Meetings of Holders of Securities

SECTION 17.01. Purposes for Which Meetings May Be
Called. If Securities of a series are issuable in whole or
in part as Bearer Securities, a meeting of Holders of
Securities of such series may be called at any time and from
time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice,
consent, waiver or other Act provided by this Indenture to
be made, given or taken by Holders of Securities of such
series.

SECTION 17.02. Call, Notice and Place of
Meetings. (i) The Trustee may at any time call a meeting
of Holders of Securities of any series issuable as Bearer
Securities for any purpose specified in Section 17.01, to be
held at such time and at such place in the City of [ ],
[ ], the Borough of Manhattan, The City of New York,
or in London as the Trustee shall determine. Notice of
every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section
1.06, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

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Subordinated Indenture

(ii) In case at any time the Company, pursuant to
a Board Resolution, or the Holders of at least 10% in
principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the
Holders of Securities of such series for any purpose
specified in Section 17.01, by written request setting forth
in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first
publication of the notice of such meeting within 21 days
after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may
determine the time and the place in the City of [ ],
[ ], the Borough of Manhattan, The City of New York, or
in London for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in
subsection (i) of this Section.

SECTION 17.03. Persons Entitled To Vote at
Meetings. To be entitled to vote at any meeting of Holders
of Securities of any series, a Person shall be (1) a Holder
of one or more Outstanding Securities of such series, or (2)
a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of
such series by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

SECTION 17.04. Quorum, Action. The Persons
entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum
for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such
meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of
a greater percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such
greater percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the
absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be
dissolved. In the absence of a quorum in any other case the
meeting may be adjourned for a period of not less than 10

<PAGE>

109

Subordinated Indenture

days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as
determined by the chairperson of the meeting prior to the
adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as
provided in Section 17.02(i), except that such notice need
be given only once not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice
of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

Except as limited by the provisos to Section 9.02,
any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid
may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding
Securities of the series; provided, however, that, except as
limited by the provisos to Section 9.02, any resolution with
respect to any consent or waiver which this Indenture
expressly provides may be given by the Holders of a greater
percentage in principal amount of the Outstanding Securities
of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as
aforesaid only by the affirmative vote of the Holders of
such greater percentage in principal amount of the
Outstanding Securities of that series; and provided further
that, except as limited by the provisos to Section 9.02, any
resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other
Act which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage,
which is less than a majority in principal amount of the
Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of
the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

<PAGE>

110

Subordinated Indenture

SECTION 17.05. Determination of Voting Rights;
Conduct and Adjournment of Meetings. (a) Notwithstanding
any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to
proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except
as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner
specified in Section 1.04 and the appointment of any proxy
shall be proved in the manner specified in Section 1.04 or,
in the case of Bearer Securities, by having the signature of
the person executing the proxy witnessed or guaranteed by
any trust company, bank or banker authorized by Section 1.04
to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 1.04 or other
proof.

(b) The Trustee shall, by an instrument in
writing, appoint a temporary chairperson of the meeting,
unless the meeting shall have been called by the Company or
by Holders of Securities as provided in Section 17.02(ii),
in which case the Company or the Holders of Securities of
the series calling the meeting, as the case may be, shall in
like manner appoint a temporary chairperson. A permanent
chairperson and a permanent secretary of the meeting shall
be elected by vote of the Persons entitled to vote a
majority in principal amount of the Outstanding Securities
of such series represented at the meeting.

<PAGE>

111

Subordinated Indenture

(d) Any meeting of Holders of Securities of any
series duly called pursuant to Section 17.02 at which a
quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without
further notice.

SECTION 17.06. Counting Votes and Recording
Action of Meetings. The vote upon any resolution submitted
to any meeting of Holders of Securities of any series shall
be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Securities of such series
held or represented by them. The permanent chairperson of
the meeting shall appoint two inspectors of votes who shall
count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of
all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary
of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy
of the notice of the meeting and showing that said notice
was given as provided in Section 17.02 and, if applicable,
Section 17.04. Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the
meeting and one such copy shall be delivered to the Company,
and another to the Trustee to be preserved by the Trustee,
the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

ARTICLE EIGHTEEN

Miscellaneous

SECTION 18.01. Counterparts. This Indenture may
be executed in any number of counterparts, each of which
shall be an original; but such counterparts shall together
constitute but one and the same instrument.

<PAGE>

112

Subordinated Indenture

hereby accepts the trusts in this
Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

<PAGE>

113

Subordinated Indenture

COLLINS & AIKMAN PRODUCTS CO.,

by
_________________________
Name:
Title:

[CORPORATE SEAL]

COLLINS & AIKMAN CORPORATION,

by
_________________________
Name:
Title:

[CORPORATE SEAL]

, Trustee,

by
_____________________
Name:
Title:

<PAGE>

EXHIBIT A

FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY

CERTIFICATE

..........................

[Insert title or sufficient description of
Securities to be delivered]

This is to certify that the above-captioned
Securities are not being acquired by or on behalf of a
United States person, or, if a beneficial interest in the
Securities is being acquired by or on behalf of a United
States person, that such United States person is a financial
institution within the meaning of Section 1.165-12(c)(1)(v)
of the United States Treasury regulations which agrees to
comply with the requirements of Section 1650(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986, as amended and
the regulations thereunder. If the undersigned is a dealer,
the undersigned agrees to obtain a similar certificate from
each person entitled to delivery of any of the above-
captioned Securities in bearer form purchased from it;
provided, however, that if the undersigned has actual
knowledge that the information contained in such a
certificate is false, the undersigned will not deliver a
Security in temporary or definitive bearer form to the
person who signed such certificate notwithstanding the
delivery of such certificate to the undersigned.

<PAGE>

115

Subordinated Indenture

authorize you to produce this certificate or a copy thereof
to any interested party in such proceedings.

Dated: , 19
[To be dated no earlier than
15 days prior to the Exchange
Date]

[Name of Person Entitled to
Receive Bearer Security]

______________________________
(Authorized Signatory)

Name:
Title:

<PAGE>

EXHIBIT B

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF A
PORTION OF A TEMPORARY GLOBAL SECURITY

CERTIFICATE

..........................

[Insert title or sufficient description of
Securities to be delivered]

This is to certify with respect to $
principal amount of the above-captioned Securities (i) that
we have received from each of the persons appearing in our
records as persons entitled to a portion of such principal
amount (our "Qualified Account Holders") a certificate with
respect to such portion substantially in the form attached
hereto, and (ii) that we are not submitting herewith for
exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such
certificates.

Dated: , 19
[To be dated no earlier
than the Exchange Date]

[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, Brussels Office,
as Operator of the Euroclear
System]

[CEDEL S.A.]

by
_________________________

<PAGE>

EXHIBIT C

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
CEDEL S.A. TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE

CERTIFICATE

..........................

[Insert title or sufficient description of Securities]

We confirm that the interest payable on such
Interest Payment Date will be paid to each of the persons
appearing in our records as being entitled to interest to be
paid on the above date from whom we have received a written
certification dated not earlier than 15 days prior to such
Interest Payment Date to the effect that the beneficial
owner of such portion with respect to which interest is to
be paid on such date either is not a United States person or
is a United States person which is a financial institution
which has provided an Internal Revenue Service Form W-9 or
is an exempt recipient as defined in United States Treasury
Regulations (section mark) 1.6049-4(c)(1)(ii). We undertake to
retain certificates received from our member organizations in
connection herewith for four years from the end of the
calendar year in which such certificates are received.

The foregoing reflects any advice received
subsequent to the date of any certificate stating that the

<PAGE>

118

Subordinated Indenture

statements contained in such certificate are no longer
correct.

Dated: , 19
[To be dated on or after the
relevant Interest Payment Date]

[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, Brussels Office,
as Operator of the Euroclear
System]

[CEDEL S.A.]

by
_________________________

<PAGE>

EXHIBIT D

FORM OF CERTIFICATE TO BE GIVEN BY
BENEFICIAL OWNERS TO OBTAIN
INTEREST PRIOR TO AN EXCHANGE DATE

CERTIFICATE

..........................

[Insert title or sufficient description of Securities]

This is to certify that as of the date hereof, no
portion of the temporary global Security representing the
above-captioned Securities and held by you for our account
is beneficially owned by a United States person or, if any
portion thereof held by you for our account is beneficially
owned by a United States person, such United States person
is a financial institution within the meaning of Section
1.165-12(c)(1)(v) of the United States Treasury regulations
which agrees to comply with Section 1656(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended and the
regulations thereunder, and certifies that either it has
provided an Internal Revenue Service Form W-9 or is an
exempt recipient as defined in Section 1.6049-4(c)(1)(ii) of
the United States Treasury regulations.

<PAGE>

120

Subordinated Indenture

authorize you to produce this certificate or a copy thereof
to any interested party in such proceedings.

Dated: , 19
[To be dated on or after the
15th day before the relevant
Interest Payment Date]

[Name of Account Holder]

-----------------------------
(Authorized Signatory)

Name:
Title:

<PAGE>

September 13, 1995

Collins and Aikman Products Co.
Collins and Aikman Corporation

Ladies and Gentlemen:

We have acted as counsel for Collins & Aikman
Products Co., a Delaware corporation (the "Company"), and
Collins and Aikman Corporation, a Delaware corporation (the
"Guarantor"), in connection with the proposed issuance and
sale from time to time pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act") of up to
$400,000,000 principal amount of senior or subordinated debt
securities of the Company, in one or more series,
unconditionally guaranteed by the Guarantor (the "Debt
Securities").

In that connection, we have examined originals, or
copies certified or otherwise identified to our
satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary for the purposes of
this opinion, including the following: (a) the Certificate
of Incorporation of the Company, as amended and restated,
and (b) the By-laws of the Company.

Based upon the foregoing, we are of opinion as
follows:

(1) the Company and the Guarantor have been duly
incorporated and are validly existing corporations
under the laws of the State of Delaware; and

(2) with respect to any series of Debt Securities,
when (i) the Registration Statement, as finally amended

<PAGE>

(including all necessary post-effective amendments),
has become effective and the applicable Indenture has
been qualified under the Trust Indenture Act of 1939,
as amended; (ii) an appropriate prospectus supplement
with respect to the Debt Securities has been prepared,
delivered and filed in compliance with the Securities
Act and the applicable rules and regulations
thereunder; (iii) if Debt Securities are to be sold
pursuant to a firm commitment underwritten offering,
agency agreement or any other arrangement, the
Underwriting Agreement, agency agreement or any other
agreement with respect to Debt Securities has been duly
authorized, executed and delivered by the Company and
the other parties thereto; (iv) the Board of Directors,
including any appropriate committee appointed thereby,
and appropriate officers of the Company have taken all
necessary corporate action to approve the issuance and
terms of Debt Securities and related matters; (v) the
terms of the Debt Securities and of their issuance and
sale have been duly established in conformity with the
applicable Indenture so as not to violate any
applicable law, the Certificate of Incorporation, as
amended and restated, or By-laws of the Company or
result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply
with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the
Company; (vi) the applicable Indenture has been duly
authorized, executed and delivered by the Company to
the applicable Trustee; and (vii) the Debt Securities
have been duly executed and authenticated in accordance
with the provisions of the applicable Indenture and
duly delivered to the purchasers thereof upon payment
of the agreed-upon consideration therefore, such Debt
Securities, when issued and sold in accordance with the
applicable Indenture and the Underwriting Agreement, if
any, or any other duly authorized, executed and
delivered applicable valid and binding purchase or
agency agreement, will be valid and binding obligations
of the Company, enforceable against the Company in
accordance with their respective terms (subject to
applicable bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws
affecting creditors' rights generally from time to time
in effect, and subject, as to enforceability, to
general principles of equity, regardless of whether
such enforceability is considered in a proceeding at
law or in equity), except to the extent that

<PAGE>

enforcement thereof may be limited by (a) public policy
considerations which may limit the rights of parties to
obtain further remedies, (b) requirements that a claim
with respect to any Debt Securities denominated other
than in United States dollars (or a judgment
denominated other than in United States dollars in
respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and
(c) governmental authority to limit, delay or prohibit
the making of payments outside the United States or in
foreign currencies, currency units or composite
currencies.

We know that we may be referred to, as counsel who
has passed upon the validity of the issuance of the Debt
Securities on behalf of the Company and the Guarantee on
behalf of the Guarantor, in the Prospectus forming a part of
the Registration Statement on Form S-3 relating to the Debt
Securities filed with the Securities and Exchange Commission
pursuant to the Securities Act, and we hereby consent to
such use of our name in said Registration Statement and to
the use of this opinion for filing with said Registration
Statement as Exhibit 5 thereto.

Very truly yours,

/s/ CRAVATH, SWAINE & MOORE

Collins & Aikman Products Co.
701 McCullough Drive
Charlotte, NC 28262

22NS

<PAGE>

Exhibit 12

Collins & Aikman Corporation
Computation of Ratio of Earnings to Fixed Charges
(dollar amounts in thousands)

<TABLE>
<CAPTION>
Six Months
Fiscal Year Ending January Ended
1991 1992 1993 1994 1995 July 29, 1995
<S> <C> <C> <C> <C> <C> <C>

Earnings:
Income (loss) from continuing
operations before income taxes ($52,907) ($ 61,382) ($48,497) ($162,048) $ 87,283 $ 50,534
Add:
Interest expense-continuing operations 123,820 115,273 114,879 115,725 82,124 25,358
Interest component of rental
expense-continuing operations 5,310 5,018 6,318 6,406 6,688 3,032
Loss on sale of receivables - - - - 7,616 4,637
Preferred stock dividends of subsidiary 4,515 4,515 4,514 4,533 2,258 -
80,738 63,424 77,214 (35,384) 185,969 83,561
Fixed Charges:
Interest expense-continuing operations 123,820 115,273 114,879 115,725 82,124 25,358
Interest expense-discontinued operations 33,493 26,188 23,389 19,334 - -
Loss on sale of receivables - - - - 7,616 4,637
Preferred stock dividends of subsidiary 4,515 4,515 4,514 4,533 2,258 -
Interest component of rental expense-
continuing operations 5,310 5,018 6,318 6,406 6,688 3,032
Interest component of rental expense-
discontinued operations 10,789 9,028 9,738 7,029 667 430
177,927 160,022 158,838 153,027 99,353 33,457

Fixed charges in excess of earnings ($ 97,189) ($ 96,598) ($ 81,624) ($188,411)
Ratio (N/A) (N/A) (N/A) (N/A) 1.9 2.5

</TABLE>

For purposes of determining the ratio of earnings to fixed charges, earnings
are defined as income (loss) from continuing operations before income taxes,
plus fixed charges relating to continuing operations. Fixed charges consist
of interest expense on all indebtedness (including amortization of deferred
debt issuance costs), loss on sale of receivables, preferred stock dividends
of subsidiaries and the portion of operating lease rental expense that is
representative of the interest factor. Earnings were inadequate to cover
fixed charges for the fiscal years ending January 1991 through 1994.

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated March 23, 1995, except with respect to the matter
discussed in Note 23 to the consolidated financial statements, as
to which the date is March 31, 1995, included or incorporated by
reference in Collins & Aikman Corporation's Form 10-K for the
fiscal year ended January 28, 1995 and to all references to our
firm included in this registration statement.

ARTHUR ANDERSEN LLP

Charlotte, North Carolina,
September 12, 1995