<PAGE>

                                                                   Exhibit 10.10

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

                                FMC CORPORATION,

                     the SUBSIDIARY GUARANTORS named herein

                                       and

                 WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee

                                   ----------

                                    INDENTURE

                          Dated as of October 21, 2002

                                   ----------

                      10.25% Senior Secured Notes Due 2009

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

<PAGE>

                              CROSS-REFERENCE TABLE

  TIA                                                           Indenture
Section                                                          Section
-------                                                        -----------

310 (a)(1).................................................    7.10
    (a)(2).................................................    7.10
    (a)(3).................................................    N.A.
    (a)(4).................................................    N.A.
    (a)(5).................................................    N.A.
    (b)....................................................    7.08; 7.10; 12.02
    (b)(1).................................................    7.10
    (c)....................................................    N.A.
311 (a)....................................................    7.11
    (b)....................................................    7.11
    (c)....................................................    N.A.
312 (a)....................................................    2.06
    (b)....................................................    12.03
    (c)....................................................    12.03
313 (a)....................................................    7.06
    (b)(1).................................................    N.A.
    (b)(2).................................................    7.06
    (c)....................................................    7.06; 12.02
    (d)....................................................    7.06
314 (a)....................................................    4.06; 4.18; 12.02
    (b)....................................................    11.02
    (c)(1).................................................    12.04
    (c)(2).................................................    12.04
    (c)(3).................................................    N.A.
    (d)....................................................    N.A.
    (e)....................................................    12.05
    (f)....................................................    N.A.
315 (a)....................................................    7.01(b)
    (b)....................................................    7.05; 12.02
    (c)....................................................    7.01(a)
    (d)....................................................    7.01(c)
    (e)....................................................    6.12
316 (a) (last sentence)....................................    2.10
    (a)(1)(A)..............................................    6.05
    (a)(1)(B)..............................................    6.04
    (a)(2).................................................    N.A.
    (b)....................................................    6.08
    (c)....................................................    8.04
317 (a)(1).................................................    6.09
    (a)(2).................................................    6.10
    (b)....................................................    2.05; 7.12
318 (a)....................................................    12.01

----------
N.A. means Not Applicable
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of this Indenture

<PAGE>

                                TABLE OF CONTENTS

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

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SECTION 1.01.     Definitions............................................................     1
SECTION 1.02.     Incorporation by Reference of Trust Indenture Act......................    30
SECTION 1.03.     Rules of Construction..................................................    30

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.     Amount of Notes........................................................    31
SECTION 2.02.     Form and Dating........................................................    31
SECTION 2.03.     Execution and Authentication...........................................    32
SECTION 2.04.     Registrar and Paying Agent.............................................    33
SECTION 2.05.     Paying Agent To Hold Money in Trust....................................    33
SECTION 2.06.     Noteholder Lists.......................................................    33
SECTION 2.07.     Transfer and Exchange..................................................    34
SECTION 2.08.     Replacement Notes......................................................    34
SECTION 2.09.     Outstanding Notes......................................................    35
SECTION 2.10.     Treasury Notes.........................................................    35
SECTION 2.11.     Temporary Notes........................................................    36
SECTION 2.12.     Cancellation...........................................................    36
SECTION 2.13.     Defaulted Interest.....................................................    36
SECTION 2.14.     CUSIP Number...........................................................    37
SECTION 2.15.     Deposit of Moneys......................................................    37
SECTION 2.16.     Book-Entry Provisions for Global Notes.................................    37
SECTION 2.17.     Special Transfer Provisions............................................    39
SECTION 2.18.     Computation of Interest................................................    40

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Election To Redeem; Notices to Trustee.................................    41
SECTION 3.02.     Selection by Trustee of Notes To Be Redeemed...........................    41
SECTION 3.03.     Notice of Redemption...................................................    41
SECTION 3.04.     Effect of Notice of Redemption.........................................    42
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SECTION 3.05.     Deposit of Redemption Price............................................    43
SECTION 3.06.     Notes Redeemed in Part.................................................    43

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     Payment of Notes.......................................................    43
SECTION 4.02.     Maintenance of Office or Agency........................................    44
SECTION 4.03.     Legal Existence........................................................    44
SECTION 4.04.     Maintenance of Properties; Insurance; Compliance with Law..............    44
SECTION 4.05.     Waiver of Stay, Extension or Usury Laws................................    45
SECTION 4.06.     Compliance Certificate.................................................    45
SECTION 4.07.     Taxes..................................................................    46
SECTION 4.08.     Repurchase at the Option of Holders upon Change of Control.............    46
SECTION 4.09.     Limitation on Incurrence of Additional Indebtedness and Issuance of
                     Preferred Stock.....................................................    48
SECTION 4.10.     Limitation on Restricted Payments......................................    53
SECTION 4.11.     Limitation on Liens....................................................    56
SECTION 4.12.     Limitation on Asset Sales..............................................    57
SECTION 4.13.     Limitation on Dividend and Other Payment Restrictions Affecting
                     Restricted Subsidiaries.............................................    60
SECTION 4.14.     Limitation on Transactions with Affiliates.............................    62
SECTION 4.15.     Limitation on Sale and Lease-Back Transactions.........................    63
SECTION 4.16.     Impairment of Security Interest........................................    63
SECTION 4.17.     Line of Business.......................................................    64
SECTION 4.18.     Reports to Holders.....................................................    64
SECTION 4.19.     Guarantees by Restricted Subsidiaries..................................    65
SECTION 4.20.     Covenants Applicable if Notes Rated Investment Grade...................    65
SECTION 4.21.     Further Assurances.....................................................    69

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.     Consolidation, Merger and Sale of Assets...............................    70
SECTION 5.02.     Successor Person Substituted...........................................    72
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                                      -ii-

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                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

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SECTION 6.01.     Events of Default......................................................    72
SECTION 6.02.     Acceleration of Maturity; Rescission...................................    74
SECTION 6.03.     Other Remedies.........................................................    74
SECTION 6.04.     Waiver of Past Defaults and Events of Default..........................    75
SECTION 6.05.     Control by Majority....................................................    75
SECTION 6.06.     Limitation on Suits....................................................    76
SECTION 6.07.     No Personal Liability of Directors, Officers, Employees and
                     Stockholders........................................................    76
SECTION 6.08.     Rights of Holders To Receive Payment...................................    77
SECTION 6.09.     Collection Suit by Trustee.............................................    77
SECTION 6.10.     Trustee May File Proofs of Claim.......................................    77
SECTION 6.11.     Priorities.............................................................    78
SECTION 6.12.     Undertaking for Costs..................................................    78

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.     Duties of Trustee......................................................    79
SECTION 7.02.     Rights of Trustee......................................................    80
SECTION 7.03.     Individual Rights of Trustee...........................................    81
SECTION 7.04.     Trustee's Disclaimer...................................................    81
SECTION 7.05.     Notice of Defaults.....................................................    81
SECTION 7.06.     Reports by Trustee to Holders..........................................    82
SECTION 7.07.     Compensation and Indemnity.............................................    82
SECTION 7.08.     Replacement of Trustee.................................................    83
SECTION 7.09.     Successor Trustee by Consolidation, Merger, etc........................    84
SECTION 7.10.     Eligibility; Disqualification..........................................    85
SECTION 7.11.     Preferential Collection of Claims Against Company......................    85
SECTION 7.12.     Paying Agents..........................................................    85

                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01.     Without Consent of Noteholders.........................................    86
SECTION 8.02.     With Consent of Noteholders............................................    87
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                                      -iii-

<PAGE>

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SECTION 8.03.     Compliance with Trust Indenture Act....................................    88
SECTION 8.04.     Revocation and Effect of Consents......................................    88
SECTION 8.05.     Notation on or Exchange of Notes.......................................    89
SECTION 8.06.     Trustee To Sign Amendments, etc........................................    89

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.     Discharge of Indenture.................................................    90
SECTION 9.02.     Legal Defeasance.......................................................    91
SECTION 9.03.     Covenant Defeasance....................................................    92
SECTION 9.04.     Conditions to Legal Defeasance or Covenant Defeasance..................    92
SECTION 9.05.     Deposited Money and U.S. Government Obligations To Be Held in
                     Trust; Other Miscellaneous Provisions...............................    94
SECTION 9.06.     Reinstatement..........................................................    94
SECTION 9.07.     Moneys Held by Paying Agent............................................    95
SECTION 9.08.     Moneys Held by Trustee.................................................    95

                                   ARTICLE TEN

                               GUARANTEE OF NOTES

SECTION 10.01.    Guarantee..............................................................    96
SECTION 10.02.    Execution and Delivery of Subsidiary Guarantee.........................    97
SECTION 10.03.    Release of Subsidiary Guarantors.......................................    97
SECTION 10.04.    Waiver of Subrogation..................................................    98
SECTION 10.05.    Limitation of Guarantee................................................    99
SECTION 10.06.    Additional Guarantors..................................................    99

                                 ARTICLE ELEVEN

                               SECURITY DOCUMENTS

SECTION 11.01.    Security Documents.....................................................    99
SECTION 11.02.    Recording and Opinions.................................................   100
SECTION 11.03.    Release of Collateral..................................................   101
SECTION 11.04.    Authorization of Actions To Be Taken by the Trustee Under the
                     Security Documents..................................................   101
SECTION 11.05.    Authorization of Receipt of Funds by the Trustee Under the Security
                     Documents...........................................................   101
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                                      -iv-

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SECTION 11.06.    Termination of Security Interest.......................................   101

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01.    Trust Indenture Act Controls...........................................   102
SECTION 12.02.    Notices................................................................   102
SECTION 12.03.    Communications by Holders with Other Holders...........................   103
SECTION 12.04.    Certificate and Opinion as to Conditions Precedent.....................   103
SECTION 12.05.    Statements Required in Certificate and Opinion.........................   104
SECTION 12.06.    Rules by Trustee and Agents............................................   104
SECTION 12.07.    Legal Holidays.........................................................   104
SECTION 12.08.    Governing Law..........................................................   105
SECTION 12.09.    No Adverse Interpretation of Other Agreements..........................   105
SECTION 12.10.    Successors.............................................................   105
SECTION 12.11.    Multiple Counterparts..................................................   105
SECTION 12.12.    Table of Contents, Headings, etc.......................................   105
SECTION 12.13.    Separability...........................................................   105

                                    EXHIBITS

Exhibit A.        Form of Note...........................................................   A-1
Exhibit B.        Form of Legend for Rule 144A Notes and Other Notes That Are
                     Restricted Notes....................................................   B-1
Exhibit C.        Form of Legend for Regulation S Note...................................   C-1
Exhibit D.        Form of Legend for Global Note.........................................   D-1
Exhibit E.        Form of Certificate To Be Delivered in Connection with Transfers
                     Pursuant to Regulation S............................................   E-1
Exhibit F.        Form of Guarantee......................................................   F-1
</TABLE>

                                       -v-

<PAGE>

          INDENTURE, dated as of October 21, 2002, among FMC CORPORATION, a
Delaware corporation, as issuer (the "Company"), the Subsidiary Guarantors (as
hereinafter defined) and WACHOVIA BANK, NATIONAL ASSOCIATION, a bank organized
under the Federal laws of the United States, as trustee (the "Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Notes.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

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

          "Acquired Disqualified Stock" means, with respect to any specified
Person, Disqualified Stock of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Disqualified Stock incurred in connection with,
or in contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person.

          "Acquired Preferred Stock" means, with respect to any specified
Person, Preferred Stock of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Preferred Stock incurred in connection with, or
in contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person.

          "Additional Assets" means (a) Capital Stock of a Person that becomes a
Restricted Subsidiary as a result of the acquisition of such Capital Stock by
the Company or another Restricted Subsidiary from any Person other than the
Company or an Affiliate of the Company, (b) any controlling interest or joint
venture interest in another business or (c) any other asset (other than
securities, cash, Cash Equivalents or other current assets) to be owned by the
Company or any Restricted Subsidiary.

<PAGE>


                                      -2-

          "Additional Interest" has the meaning set forth in Exhibit A.

          "Additional Notes" has the meaning set forth in Section 2.01.

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

          "Affiliate Transaction" has the meaning set forth in Section 4.14.

          "Agent" means any Registrar, Paying Agent or agent for service or
notices and demands.

          "Agent Members" has the meaning set forth in Section 2.16.

          "Alternate Offer" has the meaning set forth in Section 4.08.

          "amend" means amend, modify, supplement, restate or amend and restate,
including successively; and "amending" and "amended" have correlative meanings.

          "Asset Sale" means (i) the sale, lease, conveyance or other
disposition (other than the creation of a Lien) of any assets (other than the
disposition of inventory or equipment in the ordinary course of business
consistent with industry practices or the disposition of Cash Equivalents)
(provided that the sale, conveyance or other disposition of all or substantially
all the assets of the Company and its Restricted Subsidiaries taken as a whole
will be governed by Section 4.08 and/or Section 5.01 and not by Section 4.12),
(ii) the sale by the Company or any of its Restricted Subsidiaries of Capital
Stock of any of the Company's Restricted Subsidiaries, Unrestricted Subsidiaries
or Joint Ventures and (iii) the issuance by any of the Company's Restricted
Subsidiaries of Capital Stock of such Restricted Subsidiary, in the case of each
of the foregoing clauses (i), (ii) and (iii), whether in a single transaction or
a series of related transactions (A) that has a fair market value in excess of
$10.0 million or (B) for Net Proceeds in excess of $10.0 million.
Notwithstanding the foregoing: (a) a transfer of assets by the Company to a
Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another
Restricted Subsidiary; (b) an issuance of Capital Stock by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary; (c) Sale and
Lease-Back Transactions; and (d) Restricted Payments permitted by Section 4.10
and Permitted Investments will not be deemed to be an Asset Sale.

<PAGE>

                                      -3-

          "Asset Sale Offer" has the meaning set forth in Section 4.12.

          "Asset Sale Offer Payment Date" has the meaning set forth in Section
4.12.

          "Asset Sale Offer Trigger Date" has the meaning set forth in Section
4.12.

          "Astaris" means Astaris LLC, a limited liability company organized and
existing under the laws of Delaware.

          "Astaris Indemnification Agreement" means the agreement, dated October
5, 2001, among the Company, Solutia Inc., Astaris Production LLC, Astaris Idaho
LLC and Astaris, as such agreement may be modified, amended, restated or
replaced; provided that the terms of any such modification, amendment,
restatement or replacement after the Issue Date do not materially increase the
Company's or any Restricted Subsidiary's obligations thereunder and such terms
(including as to tenor) are not more onerous from a financial perspective, taken
as a whole, to the Company and the Restricted Subsidiaries.

          "Astaris Support Agreement" means the guaranty agreement, dated
September 14, 2000, made by the Company in favor of Astaris and in favor of the
lenders under the five-year credit agreement dated September 14, 2000 under
which Astaris is the borrower and Bank of America, N.A. is the administrative
agent, as such agreement may be modified, amended, restated or replaced;
provided that the terms of any such modification, amendment, restatement or
replacement after the Issue Date do not materially increase the Company's or any
Restricted Subsidiary's obligations thereunder and such terms (including as to
tenor) are not more onerous from a financial perspective, taken as a whole, to
the Company and the Restricted Subsidiaries.

          "Attributable Debt" means, as of any date upon which a determination
of the amount thereof shall be computed, an amount determined by multiplying the
greater, at the time a Sale and Lease-Back Transaction (or a sale and lease-back
transaction entered into on or after the Investment Grade Date, if any) was
entered into, of (i) the fair value of the property, plant or facility subject
to such arrangement (as determined by the Company) or (ii) the net proceeds of
the sale of such property, plant or facility to the lender or investor, by a
fraction of which the numerator shall be the unexpired initial term of the lease
of such property as of the date of determination of such computation and of
which the denominator shall be the full initial term of such lease. Attributable
Debt shall not include any such arrangement for financing air, water or noise
pollution control facilities or sewage or solid waste disposal facilities or
involving industrial development bonds which are tax exempt pursuant to Section
103 of the United States Internal Revenue Code of 1986, as amended (or which
receive similar tax treatment under subsequent amendments thereto or successor
laws thereof).

<PAGE>

                                      -4-

          "Bank Obligations" means, without duplication, the Obligations of the
Company and the Restricted Subsidiaries under the New Credit Agreement, the
Astaris Support Agreement and Hedging Obligations in respect of the New Credit
Agreement, and the Obligations of Foreign Subsidiaries (and the Company's
Guarantee thereof) in respect of Permitted Foreign Indebtedness.

          "Bankruptcy Law" means Title 11 of the United States Code entitled
"Bankruptcy" or any other law relating to bankruptcy, insolvency, winding up,
liquidation, reorganization or relief of debtors, whether in effect on the date
hereof or hereafter.

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

          "Business Day" means each day which is not a Legal Holiday.

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

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

          "Cash Equivalents" means (a) United States dollars, (b) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than one year from the date of acquisition, (c) demand deposits, time
deposits and certificates of deposit with maturities of one year or less from
the date of acquisition, bankers' acceptances with maturities not exceeding one
year from the date of acquisition and overnight bank deposits, in each case with
any bank or trust company organized or licensed under the laws of the United
States or any State thereof having capital, surplus and undivided profits in
excess of $250 million, (d) repurchase obligations with a term of not more than
seven days for underlying securities of the type described in clauses (b) and
(c) above entered into with any financial institution meeting the qualifications
specified in clause (c) above, (e) commercial paper and other short-term
obligations (including variable-rate demand bonds), in each case rated at least
P-1 or A-1 by Moody's or S&P, respectively, (f) investments in any U.S.
dollar-denominated money market fund as defined by Rule 2a-7 of the General
Rules and Regulations promulgated under the Investment Company

<PAGE>

                                      -5-

Act of 1940 and (g) in the case of a Foreign Subsidiary, substantially similar
investments denominated in foreign currencies (including similarly capitalized
foreign banks).

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

     (1)  any "person" or "group" (as such terms are used in Sections 13(d) and
          14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
          defined in Rules 13d-3 and l3d-5 under the Exchange Act, except that a
          Person shall be deemed to have "beneficial ownership" of all
          securities that such Person has the right to acquire, whether such
          right is exercisable immediately or only after the passage of time),
          directly or indirectly, of securities representing 50% or more of the
          voting power of all Capital Stock of the Company; or

     (2)  Continuing Directors shall cease to constitute at least a majority of
          the directors constituting the Board of Directors; or

     (3)  the sale, lease, transfer, conveyance or other disposition (other than
          by way of merger or consolidation), in one or a series of related
          transactions, of all or substantially all of the assets of the Company
          and its Restricted Subsidiaries taken as a whole to any "person" or
          "group" (as such terms are used in Sections 13(d) and 14(d) of the
          Exchange Act); or

     (4)  the Company consolidates with, or merges with or into, any Person, or
          any Person consolidates with, or merges with or into, the Company, in
          any such event pursuant to a transaction in which any of the
          outstanding Capital Stock of the Company is converted into or
          exchanged for cash, securities or other property, other than any such
          transaction where the Capital Stock of the Company outstanding
          immediately prior to such transaction is converted into or exchanged
          for Capital Stock (other than Disqualified Stock) of the surviving or
          transferee Person representing at least a majority of the voting power
          of all Capital Stock of such surviving or transferee Person
          immediately after giving effect to such issuance; or

     (5)  the adoption by the stockholders of the Company of a plan or proposal
          for the liquidation or dissolution of the Company.

          "Change of Control Offer" has the meaning set forth in Section 4.08.

          "Change of Control Payment" has the meaning set forth in Section 4.08.

          "Change of Control Payment Date" has the meaning set forth in Section
          4.08.

<PAGE>

                                      -6-

          "Clearstream" has the meaning set forth in Section 2.16.

          "Collateral" means, collectively, all of the property and assets that
are from time to time subject to or required to be subject to the Liens created
under the Security Documents, including, without limitation, the Pledged Stock
and the Pledged Principal Properties.

          "Collateral Trust Agreement" means the Collateral Trust Agreement
dated as of October 21, 2002 among the Company, Wachovia Bank, National
Association, as trustee, and Citibank N.A., as collateral trustee.

          "Collateral Trustee" shall have the meaning assigned to such term in
the Collateral Trust Agreement.

          "Commission" means the Securities and Exchange Commission.

          "Company" means the party named as such in the first paragraph of this
Indenture, until a successor replaces such party pursuant to Article Five and
thereafter means the successor.

          "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period, plus in each
case, without duplication:

     (i) provision for taxes based on income or profits of such Person and its
     Restricted Subsidiaries for such period to the extent that such provision
     for taxes was included in computing such Consolidated Net Income;

     (ii) the Fixed Charges of such Person and its Restricted Subsidiaries for
     such period, to the extent that such Fixed Charges were deducted in
     computing such Consolidated Net Income;

     (iii) depreciation and amortization (including amortization of goodwill and
     other intangibles but excluding amortization of prepaid cash expenses that
     were paid in a prior period) of such Person and its Restricted Subsidiaries
     for such period to the extent that such depreciation and amortization were
     deducted in computing such Consolidated Net Income; and

     (iv) any non-cash charges reducing Consolidated Net Income for such period
     (excluding any such non-cash charge to the extent that it represents an
     accrual of or reserve for cash expenses in any future period or
     amortization of a prepaid cash expense that was paid in a prior period);
     minus

<PAGE>

                                      -7-

     (v) any non-cash items increasing Consolidated Net Income for such period
     (without duplication, excluding any reversal of a reserve for cash
     expenses, if the establishment of such reserve had previously decreased
     Consolidated Net Income),

in each case, on a consolidated basis and determined in accordance with GAAP.

          Notwithstanding the foregoing, the provision for taxes on the income
or profits of, and the depreciation and amortization of, a Restricted Subsidiary
of the referent Person shall be added to Consolidated Net Income to compute
Consolidated Cash Flow only to the extent (and in the same proportion) that the
Net Income of such Restricted Subsidiary was included in calculating the
Consolidated Net Income of such Person.

          "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

     (i) the Net Income of any Person that is not a Restricted Subsidiary shall
     be included only to the extent of the lesser of (x) the amount of dividends
     or distributions paid in cash (but not by means of a loan) to the referent
     Person or a Restricted Subsidiary thereof or (y) the referent Person's (or,
     subject to clause (ii), a Restricted Subsidiary of the referent Person's)
     proportionate share of the Net Income of such other Person;

     (ii) the Net Income (but not loss) of any Restricted Subsidiary shall be
     excluded to the extent that the declaration or payment of dividends or
     similar distributions by that Restricted Subsidiary of that Net Income is
     not at the date of determination permitted without any prior governmental
     approval (that has not been obtained) or, directly or indirectly, by
     operation of the terms of its charter or any agreement, instrument,
     judgment, decree, order, statute, rule or governmental regulation
     applicable to that Subsidiary or its stockholders; and

     (iii) the cumulative effect of a change in accounting principles shall be
     excluded.

          "Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any thereof
constituting Funded Debt by reason of being extendible or renewable), and (b)
all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the books and records of
the Company and its consolidated Subsidiaries and computed in accordance with
GAAP.

<PAGE>

                                      -8-

          "Continuing Director" means, as of the date of determination, any
Person who:

     (i) was a member of the Board of Directors on the Issue Date; or

     (ii) was nominated for election or elected to the Board of Directors with
     the affirmative vote of at least a majority of the Continuing Directors who
     were members of the Board of Directors at the time of such nomination or
     election.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office as of the date hereof is listed in Section 12.02.

          "Covenant Defeasance" has the meaning set forth in Section 9.03.

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

          "Depository" means, with respect to the Notes issued in the form of
one or more Global Notes, The Depository Trust Company or another Person
designated as Depository by the Company, which Person must be a clearing agency
registered under the Exchange Act.

          "Disinterested Member" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors of the
Company who (1) does not have any material direct or indirect financial interest
in or with respect to such transaction or series of related transactions and (2)
is not an Affiliate, officer, director or an employee of any person (other than
the Company or any Restricted Subsidiary) who has any direct or indirect
financial interest in or with respect to such transaction or series of related
transactions.

          "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
on which the Notes mature; provided that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to repurchase or redeem such Capital Stock upon
the occurrence of an "asset sale" or "change of control" occurring prior to the
date on which the Notes mature shall not constitute Disqualified Stock if the
"asset sale" or "change of control" provisions applicable to such Capital Stock
are no more favorable to the holders of such Capital Stock than the provisions
contained in Section 4.08 and Section 4.12 and such Capital Stock specifically
provides that such Person will not repurchase or redeem any such stock pursuant
to such provision prior to the Company's repurchase of such Notes as are
required pursuant to such Sec-

<PAGE>

                                      -9-

tions. The "liquidation preference" of any Disqualified Stock shall be the
amount payable thereon upon liquidation prior to any payment to holders of
common stock or, if none, the amount payable by the issuer thereof upon maturity
or mandatory redemption.

          "Euroclear" has the meaning set forth in Section 2.16.

          "Event of Default" has the meaning set forth in Section 6.01.

          "Excess Proceeds" has the meaning set forth in Section 4.12.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.

          "Exchange Securities" has the meaning provided in the Registration
Rights Agreement.

          "Existing Indebtedness" means (i) Indebtedness in existence on the
Issue Date of the Company and its Restricted Subsidiaries that are Subsidiary
Guarantors, until such amounts are repaid, including all reimbursement
obligations with respect to letters of credit outstanding as of the Issue Date
and (ii) Indebtedness of Foreign Subsidiaries under Foreign Credit Lines in
existence on the Issue Date, in each case in an amount not to exceed the maximum
amount which was incurred and available to be incurred under the terms thereof
at the Issue Date as set forth in an Officers' Certificate delivered to the
Trustee on the Issue Date.

          "Existing Notes Indentures" means, collectively, (i) the indenture
dated as of April 1, 1992 between the Company and Wachovia Bank, National
Association, successor to Harris Trust and Savings Bank, as trustee, and (ii)
the indenture dated as of July 1, 1996 between the Company and Wachovia Bank,
National Association, successor to Harris Trust and Savings Bank, as trustee.

          "Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period. In the event that the
Company or any of its Restricted Subsidiaries or any other applicable Person
incurs, assumes or redeems any Indebtedness (other than revolving credit
borrowings) or issues or redeems Disqualified Stock or Preferred Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption or redemption of Indebtedness or such issuance or
redemption of Disqualified Stock or Preferred

<PAGE>

                                      -10-

Stock as if the same had occurred at the beginning of the applicable
four-quarter reference period.

          In addition, for purposes of making the computation referred to above:

     (i) acquisitions that have been made by the Company or any of its
     Restricted Subsidiaries or any other applicable Person, including through
     mergers or consolidations and including any related financing transactions,
     during the four-quarter reference period or subsequent to such reference
     period and on or prior to the Calculation Date shall be deemed to have
     occurred on the first day of the four-quarter reference period;

     (ii) the Consolidated Cash Flow and Fixed Charges attributable to
     operations or businesses disposed of prior to the Calculation Date, shall
     be excluded, but, in the case of such Fixed Charges, only to the extent
     that the obligations giving rise to such Fixed Charges will not be
     obligations of the referent Person or any of its Restricted Subsidiaries
     following the Calculation Date; and

     (iii) if since the beginning of the four-quarter reference period any
     Person was designated as an Unrestricted Subsidiary or redesignated as or
     otherwise became a Restricted Subsidiary, such event shall be deemed to
     have occurred on the first day of the four-quarter reference period.

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

     (i) the consolidated interest expense of such Person and its Restricted
     Subsidiaries for such period, whether paid or accrued, determined in
     accordance with GAAP;

     (ii) all commissions, discounts and other fees and charges incurred in
     respect of letters of credit or bankers' acceptance financings, determined
     in accordance with GAAP, and net payments or receipts (if any) pursuant to
     Hedging Obligations of the types described in clauses (i) through (iii) of
     the definition thereof to the extent such Hedging Obligations relate to
     Indebtedness that is not itself a Hedging Obligation;

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

     (iv) any interest expense on Indebtedness of another Person that is
     Guaranteed by such Person or one of its Restricted Subsidiaries or secured
     by a Lien on assets

<PAGE>

                                      -11-

     of such Person or one of its Restricted Subsidiaries (whether or not such
     Guarantee or Lien is called upon);

     (v) amortization or write-off of debt discount in connection with any
     Indebtedness of the Company and its Restricted Subsidiaries, on a
     consolidated basis in accordance with GAAP other than amortization of
     deferred financing costs incurred on or prior to the Issue Date; and

     (vi) the product of (a) all dividend payments (other than any payments to
     the referent Person or any of its Restricted Subsidiaries and any dividends
     payable in the form of Qualified Capital Stock) on any series of Preferred
     Stock or Disqualified Stock of such Person and its Restricted Subsidiaries,
     times (b) (x) a fraction, the numerator of which is one and the denominator
     of which is one minus the then current combined federal, state and local
     statutory tax rate of such Person, expressed as a decimal, in each case, on
     a consolidated basis and in accordance with GAAP, or (y) if the dividends
     are deductible by such Person for income tax purposes, one.

          "Foreign Credit Line" means a credit facility or similar credit
arrangement made available by a financial institution to any Foreign Subsidiary
or to its customers. Foreign Credit Lines do not include Indebtedness
constituting Hedging Obligations or Indebtedness described under clause (xiv) of
Section 4.09(b).

          "Foreign Subsidiary" means any Restricted Subsidiary that is not
organized under the laws of the United States, any State thereof or the District
of Columbia.

          "Funded Debt" means all Indebtedness, whether or not evidenced by a
bond, debenture, note or similar instrument or agreement, for the repayment of
money borrowed, having a maturity of more than 12 months from the date of its
creation or having a maturity of less than 12 months from the date of its
creation but by its terms being renewable or extendible beyond 12 months from
such date at the options of the borrower. For the purpose of determining "Funded
Debt" of any corporation, there shall be excluded any particular Indebtedness
if, on or prior to the maturity thereof, there shall have been deposited with
the proper depository in trust the necessary funds for the payment, redemption
or satisfaction of such Indebtedness.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, as in effect on the Issue Date.

          "Global Notes" has the meaning set forth in Section 2.16.

<PAGE>

                                      -12-

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or Disqualified
Stock of any other Person and, without limiting the generality of the foregoing,
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 or Disqualified Stock of such other Person (including those
arising by virtue of partnership arrangements) or (ii) entered into for the
purpose of assuring in any other manner the obligee of such Indebtedness or
Disqualified Stock of the payment thereof or to protect such obligee against
loss in respect thereof in whole or in part (including by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, to
maintain financial statement conditions or otherwise); provided that the term
"Guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning

          "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, (ii) forward foreign
exchange contracts or currency swap agreements, (iii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency values and (iv) commodity price protection agreements or
commodity price hedging agreements designed to manage fluctuations in prices or
costs in energy, raw materials, manufactured products or related commodities.

          "Holder" means the person in whose name a Note is registered on the
Registrar's books.

          "incur" means, with respect to any Indebtedness, to incur, create,
issue, assume or Guarantee such Indebtedness. If any Person becomes a Restricted
Subsidiary on any date after the Issue Date (including by redesignation of an
Unrestricted Subsidiary), the Indebtedness and Capital Stock of such Person
outstanding on such date will be deemed to have been Incurred by such Person on
such date for purposes of Section 4.09 but will not be considered the sale or
issuance of Capital Stock for purposes of Section 4.12. The accretion of
original issue discount or payment of interest in kind will not be considered an
incurrence of Indebtedness.

          "Indebtedness" means, with respect to any Person,

     (1)  any indebtedness of such Person, whether or not contingent, in respect
          of borrowed money or evidenced by bonds, notes, debentures or similar
          instruments;

     (2)  letters of credit (or reimbursement agreements in respect thereof) or
          banker's acceptances;

<PAGE>

                                      -13-

     (3)  Capital Lease Obligations and Attributable Debt in respect of Sale and
          Lease-Back Transactions;

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

     (5)  net Hedging Obligations,

if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability on a balance sheet
of such Person prepared in accordance with GAAP, as well as

     (a)  all indebtedness of others secured by a Lien on any asset of such
          Person whether or not such indebtedness is assumed by such Person;
          provided that, for purposes of determining the amount of any
          Indebtedness of the type described in this clause, if recourse with
          respect to such Indebtedness is limited to such asset, the amount of
          such Indebtedness shall be limited to the lesser of the fair market
          value of such asset or the amount of such Indebtedness; and

     (b)  to the extent not otherwise included, the Guarantee by such Person of
          any indebtedness of the types described above of any other Person.

The amount of any Indebtedness outstanding as of any date shall be (i) the
accreted value thereof, in the case of any Indebtedness that does not require
current payments of interest and (ii) the principal amount thereof, together
with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

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

          "Independent Financial Advisor" means an investment banking firm of
national reputation in the United States which, in the judgment of the majority
of the Disinterested Members of the Board of Directors of the Company, is
independent and qualified to perform the task for which it is to be engaged.

          "Initial Placement" has the meaning provided in the Registration
Rights Agreement.

          "Initial Purchasers" means Salomon Smith Barney Inc., Banc of America
Securities LLC, Wachovia Securities, Inc. and ABN AMRO Incorporated.

          "interest" means, with respect to the Notes, interest and Additional
Interest.

<PAGE>

                                      -14-

          "Interest Payment Date" means May 1 and November 1 of each year.

          "Investment Grade" means a rating of both BBB- or higher by S&P and
Baa3 or higher by Moody's or the equivalent of such ratings by S&P or Moody's.

          "Investment Grade Date" has the meaning set forth in Section 4.20.

          "Investments" means, with respect to any Person, all investments by
such Person in another Person (including an Affiliate of such Person) in the
form of direct or indirect loans, advances or extensions of credit to such other
Person (including any Guarantee by such Person of the Indebtedness or
Disqualified Stock of such other Person) or capital contributions or purchases
or other acquisitions for consideration of Indebtedness, Capital Stock or other
securities of such other Person, together with all items that are or would be
classified as investments of such investing Person on a balance sheet prepared
in accordance with GAAP; provided that:

          (w) investments made in connection with a bankruptcy proceeding in
     substitution of the Company's interest as a creditor in such proceeding;

          (x) trade credit and accounts receivable in the ordinary course of
     business;

          (y) commissions, loans, advances, fees and compensation paid in the
     ordinary course of business to officers, directors and employees; and

          (z) reimbursement obligations in respect of letters of credit and
     tender, bid, performance, government contract, surety and appeal bonds,

in each case solely with respect to the Company or any of its Restricted
Subsidiaries shall not be considered Investments.

          "Issue Date" means October 21, 2002.

          "Joint Venture" means any joint venture between the Company or any
Restricted Subsidiary and any other Person, whether or not such joint venture is
a Subsidiary of the Company or any Restricted Subsidiary.

          "Legal Defeasance" has the meaning set forth in Section 9.02.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, re-

<PAGE>

                                      -15-

corded or otherwise perfected under applicable law (including any conditional
sale or other title retention agreement, and any lease in the nature thereof) or
the assignment or conveyance of any right to receive income therefrom.

          "Make Whole Amount" means, with respect to any Note at any redemption
date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the
excess, if any, of (A) an amount equal to the present value of (1) the
redemption price of such Note at November 1, 2006 plus (2) the remaining
scheduled interest payments on the Notes to be redeemed (subject to the right of
Holders on the relevant record date to receive interest due on the relevant
interest payment date) to November 1, 2006 (other than interest accrued to the
redemption date), computed using a discount rate equal to the Treasury Rate plus
50 basis points over (B) the principal amount of the Notes being redeemed.

          "Maturity Date" when used with respect to any Note, means the date on
which the principal amount of such Note becomes due and payable as therein or
herein provided.

          "Moody's" means Moody's Investors Service, Inc. and its successors.

          "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined, in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends, excluding, however,

          (i) any gain or loss, together with any related provision for taxes on
     such gain or loss, realized in connection with

               (a) any Asset Sale or any disposition pursuant to a Sale and
          Lease-Back Transaction or

               (b) the disposition of any securities by such Person or any of
          its Restricted Subsidiaries or the extinguishment of any Indebtedness
          of such Person or any of its Restricted Subsidiaries; and

          (ii) any extraordinary gain or loss, together with any related
     provision for taxes on such extraordinary gain or loss.

          "Net Proceeds" means the aggregate cash proceeds (excluding any
proceeds deemed to be "cash" pursuant to Section 4.12) received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (i) the direct
out-of-pocket costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees and sales commissions) and any
relocation expenses incurred as a result thereof, (ii) taxes paid or payable as
a result thereof (af-

<PAGE>

                                      -16-

ter taking into account any available tax credits or deductions and any tax
sharing arrangements), (iii) amounts required to be applied to the repayment of
Indebtedness (other than Indebtedness under the New Credit Agreement) secured by
a Lien on any asset sold in such Asset Sale, or which must by the terms of such
Lien or by applicable law be repaid out of the proceeds of such Asset Sale, (iv)
all payments made with respect to liabilities directly associated with the
assets which are the subject of the Asset Sale, including, without limitation,
trade payables and other accrued liabilities and (v) any reserves for adjustment
in respect of the sale price of such asset or assets established in accordance
with GAAP and any reserve for future liabilities established in accordance with
GAAP; provided that the reversal of any such reserve that reduced Net Proceeds
when issued shall be deemed a receipt of Net Proceeds in the amount of such
proceeds on such day.

          "New Credit Agreement" means one or more credit agreements to be dated
as of the Issue Date by and among the Company, the Subsidiary Guarantors and the
other parties thereto, including any related notes, instruments and agreements
executed in connection therewith, as amended, restated, modified, extended,
renewed, refunded, replaced or refinanced, in whole or in part, from time to
time, whether or not with the same lenders or agent and whether or not for a
different principal amount.

          "Non-U.S. Person" means a Person who is not a U.S. person, as defined
in Regulation S.

          "Noteholder" means the person in whose name a Note is registered on
the Registrar's books.

          "Notes" means the 10.25% Senior Secured Notes Due 2009 issued by the
Company, including, without limitation, the Exchange Securities, treated as a
single class of securities, as amended from time to time in accordance with the
terms hereof, that are issued pursuant to this Indenture.

          "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness and in all cases whether direct or
indirect, absolute or contingent, now outstanding or hereafter created, assumed
or incurred and including, without limitation, interest accruing subsequent to
the filing of a petition in bankruptcy or the commencement of any insolvency,
reorganization or similar proceedings at the rate provided in the relevant
documentation, whether or not an allowed claim, and any obligation to redeem or
defease any of the foregoing.

          "Officer" means any of the following officers of the Company or any
Subsidiary Guarantor or general partner of a Subsidiary Guarantor, as the case
may be: Chairman,

<PAGE>

                                      -17-

President, Chief Executive Officer, Chief Financial Officer, Treasurer, Chief
Accounting Officer, Secretary, Controller or any Executive Vice President or
Senior Vice President.

          "Officers' Certificate" means a certificate signed by two Officers.

          "Opinion of Counsel" means a written opinion from legal counsel (who
may be counsel to the Company or the Subsidiary Guarantors) stating the matters
required by Section 12.05 and delivered to the Trustee.

          "Other Indebtedness" has the meaning set forth in Section 4.12.

          "Paying Agent" has the meaning set forth in Section 2.04.

          "Payment Default" means, with respect to any Indebtedness, a failure
to pay the principal of such Indebtedness at its Stated Maturity after giving
effect to any applicable grace period provided in the instrument(s) governing
such Indebtedness.

          "Permitted Business" means the business of developing, manufacturing
and/or selling, and providing research and development, marketing and/or other
services and support for, chemical-based and formulated products and related
organic and inorganic materials and any business reasonably related, incidental,
complementary or ancillary thereto.

          "Permitted Foreign Indebtedness" means Indebtedness of a Foreign
Subsidiary incurred pursuant to clause (iii), (iv) or (ix) of Section 4.09(b).

          "Permitted Investments" means:

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

          (b) any Investment in Cash Equivalents;

          (c) any Investment by the Company or any Subsidiary of the Company in
     a Person, if as a result of such Investment: (i) such Person becomes a
     Restricted Subsidiary of the Company that is a Subsidiary Guarantor or (ii)
     such Person is merged, consolidated or amalgamated with or into, or
     transfers or conveys substantially all its assets to, or is liquidated
     into, the Company or a Restricted Subsidiary of the Company that is a
     Subsidiary Guarantor;

          (d) any non-cash consideration received as consideration in an Asset
     Sale that was made pursuant to and in compliance with Section 4.12;

<PAGE>

                                      -18-

          (e) any acquisition of assets or Capital Stock solely in exchange for,
     or out of the net cash proceeds of a substantially concurrent issuance of,
     Capital Stock (other than Disqualified Stock) of the Company;

          (f) Hedging Obligations entered into in the ordinary course of
     business and otherwise permitted under this Indenture;

          (g) any Investment received by the Company or any Restricted
     Subsidiary as consideration for the settlement of any litigation,
     arbitration or claim in bankruptcy or in partial or full satisfaction of
     accounts receivable owed by a financially troubled Person to the extent
     reasonably necessary in order to prevent or limit any loss by the Company
     or any of its Restricted Subsidiaries in connection with such accounts
     receivable;

          (h) payroll, travel and similar advances to cover matters that are
     expected at the time of such advances ultimately to be treated as expenses
     for accounting purposes and that are made in the ordinary course of
     business;

          (i) Investments consisting of guarantees constituting Permitted Vendor
     Indebtedness or payments on guarantees constituting Permitted Vendor
     Indebtedness;

          (j) loans and advances to suppliers and customers of the Company and
     its Subsidiaries that are made in the ordinary course of business and are
     consistent with past practice in an aggregate amount not to exceed at any
     time outstanding $5.0 million; and

          (k) Investments in an aggregate amount, taken together with all other
     Investments made in reliance on this clause (k), not to exceed at any time
     outstanding $25.0 million (after giving effect to any reductions in the
     aggregate amount of such Investments as a result of the disposition
     thereof, including through liquidation, repayment or other reduction,
     including by way of dividend or distribution, for cash, the aggregate
     amount of such reductions not to exceed the aggregate amount of such
     Investments outstanding and previously made pursuant to this clause (k)).

          "Permitted Liens" means:

          (1) Liens in favor of the Company or any Subsidiary Guarantor;

          (2) Liens securing the Notes and the Subsidiary Guarantees;

          (3) Liens on property of a Person existing at the time it becomes a
     Subsidiary or at the time it is merged into or consolidated with the
     Company or a Subsidiary;

<PAGE>

                                      -19-

     provided that such Liens were in existence prior to the contemplation of
     such merger, consolidation or acquisition and do not extend to any assets
     of the Company or its Restricted Subsidiaries other than those of the
     Person merged into or consolidated with the Company or that becomes a
     Restricted Subsidiary of the Company;

          (4) Liens on property (together with general intangibles and proceeds
     related to such property) existing at the time of acquisition thereof by
     the Company or any Restricted Subsidiary of the Company; provided that such
     Liens were in existence prior to the contemplation of such acquisition;

          (5) Liens (including the interest of a lessor under a capital lease)
     on any asset (together with general intangibles and proceeds related to
     such property) existing at the time of acquisition thereof or incurred
     within 180 days following the time of acquisition or completion of
     construction thereof, whichever is later, to secure or provide for the
     payment of all or any part of the purchase price (or construction price)
     thereof (including obligations of the lessee under any such capital lease);

          (6) Liens imposed by law, such as laborers', other employees',
     vendors', materialmen's, carriers', warehousemen's and mechanics' Liens on
     the property of the Company or any Restricted Subsidiary, including Liens
     arising out of letters of credit issued to secure the Company's obligations
     thereunder;

          (7) easements, building restrictions, rights-of-ways, irregularities
     of title and such other encumbrances or charges not interfering in any
     material respect with the ordinary conduct of business of the Company or
     any of its Restricted Subsidiaries;

          (8) leases, subleases or licenses by the Company or any of its
     Restricted Subsidiaries as lessor, sublessor or licensor in the ordinary
     course of business and otherwise permitted by this Indenture;

          (9) Liens securing reimbursement obligations with respect to
     commercial letters of credit obtained in the ordinary course of business
     which encumber documents and other property or assets relating to such
     letters of credit and products and proceeds thereof;

          (10) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of nondelinquent customs duties in
     connection with the importation of goods;

          (11) Liens encumbering customary initial deposits and margin deposits,
     netting provisions and setoff rights, in each case securing Indebtedness
     under Hedging Obligations that are permitted to be incurred under clause
     (vi) of Section 4.09(b);

<PAGE>

                                      -20-

          (12) Liens incurred in the ordinary course of business to secure
     nondelinquent obligations arising from statutory, regulatory, contractual
     or warranty requirements of the Company or its Restricted Subsidiaries,
     including Liens securing letters of credit issued to secure the Company's
     obligations thereunder, or any tender, bid, performance, government
     contract, surety or appeal bonds or other obligations of a like nature for
     which a reserve or other appropriate provision, if any, as shall be
     required by GAAP shall have been made;

          (13) Liens arising out of consignment or similar arrangements for the
     sale of goods entered into by the Company or any Restricted Subsidiary in
     the ordinary course of business in accordance with industry practice;

          (14) Liens arising by reason of deposits necessary to qualify the
     Company or any Restricted Subsidiary to conduct business, maintain
     self-insurance or comply with any law;

          (15) netting provisions and setoff rights in favor of counterparties
     to agreements creating Hedging Obligations;

          (16) Liens securing the Bank Obligations on any tangible or intangible
     asset or property of the Company or any Restricted Subsidiary, whether such
     asset or property is real, personal or mixed, to the extent such Liens are
     or would have been permitted by the provisions of the Existing Notes
     Indentures as such Existing Notes Indentures are in effect on the Issue
     Date (and whether or not in effect after the Issue Date) without equally
     and ratably securing any other Indebtedness (including the Notes) of the
     Company;

          (17) Liens on any tangible or intangible asset or property of a
     Foreign Subsidiary securing Permitted Foreign Indebtedness of such Foreign
     Subsidiary;

          (18) Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings, prejudgment Liens that are being contested in good
     faith by appropriate proceedings and Liens arising out of judgments or
     awards against the Company or any Restricted Subsidiary with respect to
     which the Company or such Restricted Subsidiary at the time shall be
     prosecuting an appeal or proceedings for review and with respect to which a
     stay of execution shall have been secured pending such appeal or
     proceedings for review; provided that in each case any reserve or other
     appropriate provision as shall be required in conformity with GAAP shall
     have been made therefor;

<PAGE>

                                      -21-

          (19) Liens securing assets under construction arising from progress or
     partial payments by a customer of the Company or its Restricted
     Subsidiaries relating to such property or assets;

          (20) Liens resulting from the deposit of funds or evidences of
     Indebtedness for the purpose of defeasing Indebtedness ranking pari passu
     with the Notes;

          (21) Liens resulting from the deposit of funds or evidences of
     Indebtedness in amounts sufficient to cash-collateralize letters of credit
     in an aggregate principal amount not to exceed $43.4 million supporting
     Indebtedness of the Company consisting of industrial and pollution control
     revenue bonds;

          (22) customary Liens for the fees, costs and expenses of trustees and
     escrow agents pursuant to any indenture, escrow agreement or similar
     agreement establishing a trust or escrow arrangement, and Liens pursuant to
     merger agreements, stock purchase agreements, asset sale agreements, option
     agreements and similar agreements in respect of the disposition of property
     or assets of the Company or any Restricted Subsidiary on the property to be
     disposed of, to the extent such dispositions are permitted by this
     Indenture;

          (23) Liens on assets (other than any Principal Property) of the
     Company or any Restricted Subsidiary arising as a result of a Sale and
     Lease-Back Transaction with respect to such assets; provided that the
     proceeds from such Sale and Lease-Back Transaction are applied to the
     repayment of Indebtedness or acquisition of Additional Assets or the making
     of capital expenditures pursuant to Section 4.12;

          (24) Liens existing on the Issue Date, other than Liens permitted by
     clauses (16) and (17) hereof;

          (25) the interest of a lessor or licensor under an operating lease or
     license under which the Company or any of its Restricted Subsidiaries is
     lessee, sublessee or licensee, including protective financing statement
     filings;

          (26) any extension, renewal, substitution or replacement (or
     successive extensions, renewals, substitutions or replacements), as a whole
     or in part, of any of the Liens described in clauses (1) through (24) of
     this definition; provided that such extension, renewal or replacement Lien
     shall be limited to the same property or assets that secured the Lien being
     so extended, renewed or replaced;

          (27) licenses or leases by the Company or any of its Restricted
     Subsidiaries as licensor or lessor in the ordinary course of business and
     otherwise permitted by this

<PAGE>

                                      -22-

     Indenture for patents, copyrights, trademarks, trade names and other
     intellectual property;

          (28) Liens resulting from operation of law with respect to any
     judgments, awards or orders to the extent that such judgments, awards or
     orders do not cause or constitute an Event of Default; provided that any
     such Liens shall be paid, discharged, bonded or stayed prior to the sale or
     forfeiture of any property on account of such Liens; and

          (29) other Liens or assets of the Company or any Restricted Subsidiary
     of the Company securing Indebtedness or other obligations to be outstanding
     that are permitted under this Indenture at any one time outstanding not to
     exceed $10.0 million;

     provided that, in the case of Collateral, Permitted Liens shall mean those
Liens permitted to be incurred against the Collateral under the New Credit
Agreement.

          "Permitted Refinancing" means any Indebtedness of the Company or any
of its Subsidiaries issued in exchange for, or the net proceeds of which are
used solely to extend, refinance, renew, replace, defease or refund, other
Indebtedness of the Company or any of its Restricted Subsidiaries (including
without limitation Foreign Credit Lines); provided that:

     (i) the principal amount (or liquidation preference in the case of
     Preferred Stock) of such Permitted Refinancing (or if such Permitted
     Refinancing is issued at a discount, the initial issuance price of such
     Permitted Refinancing) does not exceed the principal amount of the
     Indebtedness so extended, refinanced, renewed, replaced, defeased or
     refunded (plus the amount of any premiums paid and reasonable expenses
     incurred in connection therewith);

     (ii) such Permitted Refinancing has a Stated Maturity later than the Stated
     Maturity of, and has a Weighted Average Life to Maturity equal to or
     greater than the Weighted Average Life to Maturity of, the Indebtedness
     being extended, refinanced, renewed, replaced, defeased or refunded;

     (iii) if the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded is subordinated by its terms in right of payment to
     the Notes or the Subsidiary Guarantees, such Permitted Refinancing has a
     Stated Maturity later than the Stated Maturity of, and is subordinated by
     its terms in right of payment to, the Notes on subordination terms at least
     as favorable to the Holders of Notes as those contained in the
     documentation governing the Indebtedness being extended, refinanced,
     renewed, replaced, defeased or refunded;

<PAGE>

                                      -23-

     (iv) such Indebtedness is incurred by the Company or a Subsidiary Guarantor
     if the Company or a Subsidiary Guarantor is the obligor on the Indebtedness
     being extended, refinanced, renewed, replaced, defeased or refunded; and

     (v) such Indebtedness is incurred by the Company or a Restricted Subsidiary
     if a Restricted Subsidiary that is not a Subsidiary Guarantor is the
     obligor on the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded.

          "Permitted Vendor Indebtedness" means Indebtedness under Foreign
Credit Lines incurred by Subsidiaries of the Company organized in Brazil (and
Guarantees by the Company thereof) consisting of (a) import financing
Indebtedness incurred directly by any such Subsidiary for the purpose of
conducting vendor financing programs in South America, and (b) Guarantees by any
such Subsidiary of Indebtedness incurred by customers in order to finance the
purchase of products of the Company and such Subsidiaries or the purchase of
third-party agricultural products, in an aggregate principal amount not to
exceed the amount incurred and available to be incurred at the Issue Date as set
forth in an Officers' Certificate delivered to the Trustee on the Issue Date.

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

          "Physical Notes" means certificated Notes in registered form in
substantially the form set forth in Exhibit A.

          "Pledged Principal Properties" means all the Company's right, title
and interest in the Principal Properties.

          "Pledged Stock" means all the Company's right, title and interest in
(i) the Capital Stock of FMC Wyoming Corporation and (ii) the Capital Stock of
any other Subsidiary at any time owning a Principal Property.

          "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of preferred or preference stock of such Person
(including any such stock constituting Disqualified Stock) which is outstanding
or issued on or after the date of this Indenture.

          "principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.

          "Principal Property" means any manufacturing or processing plant or
facility (other than any pollution control facility) or any mineral producing
property which is located

<PAGE>

                                      -24-

within the continental United States of America and is owned by the Company or
any Subsidiary of the Company, whether owned at or acquired after the date
hereof, the gross book value on the books of the Company or such Subsidiary
(without deduction of any depreciation reserve) of which on the date as of which
the determination is being made exceeds 1% of the Consolidated Net Tangible
Assets, except (i) any such property, plant or facility which the Board of
Directors by resolution declares is not of material importance to the total
business conducted by the Company and its Restricted Subsidiaries as an
entirety, (ii) any portion of such property, plant or facility which the Board
of Directors by resolution declares is not of material importance to the total
business conducted by the Company and its Restricted Subsidiaries as an entirety
or (iii) any such property, plant or facility which is financed by industrial
development bonds which are tax exempt pursuant to Section 103 of the United
States Internal Revenue Code of 1986, as amended (or which receive similar tax
treatment under any subsequent amendments thereto or successor laws thereof).

          "Private Placement Legend" means the legend initially set forth on the
Rule 144A Notes and Other Notes that are Restricted Notes in the form set forth
in Exhibit B.

          "Public Equity Offering" means any underwritten public offering of
common stock of the Company generating gross proceeds to the Company of at least
$50.0 million.

          "Purchase Money Obligations" means Indebtedness of the Company or a
Subsidiary Guarantor incurred in the ordinary course of business for the purpose
of financing all or any part of the purchase price, cost of installation,
construction or improvement of an asset; provided, however, that (1) the amount
of such Indebtedness shall not exceed such purchase price or cost, (2) such
Indebtedness shall not be secured by any asset other than the asset being
financed, or in the case of real property or fixtures, the real property or
fixtures to which such asset is attached and (3) such Indebtedness shall be
incurred within 180 days after the acquisition of such asset by the Company or
such Subsidiary Guarantor, or such installation, construction or improvement.

          "Qualified Capital Stock" shall mean all Capital Stock of a Person
other than Disqualified Stock of such Person.

          "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A promulgated under the Securities Act.

          "Redemption Date" when used with respect to any Note to be redeemed
pursuant to paragraph 5 of the Notes means the date fixed for such redemption
pursuant to the terms of the Notes.

          "Reference Treasury Dealer" means each of (1) Salomon Smith Barney
Inc. or any successor; provided that if the foregoing shall not be a primary
U.S. Government securi-

<PAGE>

                                      -25-

ties dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer and (2) any Primary Treasury
Dealer selected by the Company.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer on any date of redemption, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such date of redemption.

          "Registrar" has the meaning set forth in Section 2.04.

          "Registration Rights Agreement" means the registration rights
agreement dated as of the Issue Date among the Company, the Subsidiary
Guarantors named therein and the Initial Purchasers.

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

          "Regulation S Global Note" has the meaning set forth in Section 2.16.

          "Regulation S Notes" has the meaning set forth in Section 2.02.

          "Required Filing Dates" has the meaning set forth in Section 4.18.

          "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer in the Corporate Trust Department of the Trustee including
any vice president, assistant vice president or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, and to whom any corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

          "Restricted Global Note" has the meaning set forth in Section 2.16.

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

          "Restricted Note" has the same meaning as "Restricted Security" set
forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the
Trustee shall be entitled to request and conclusively rely upon an Opinion of
Counsel with respect to whether any Note is a Restricted Note.

          "Restricted Payments" has the meaning set forth in Section 4.10.

<PAGE>

                                      -26-

          "Restricted Period" has the meaning set forth in Section 2.16(f).

          "Restricted Subsidiary" means (a) prior to the Investment Grade Date,
any Subsidiary of the Company that is not an Unrestricted Subsidiary and (b)
from and after the Investment Grade Date, any Subsidiary of the Company (i)
substantially all the property of which is located within the continental United
States of America or Canada and (ii) which owns or leases a Principal Property.
Unless the context otherwise requires, each reference to a "Restricted
Subsidiary" shall refer to a Subsidiary of the Company.

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

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

          "Rule 144A Notes" has the meaning set forth in Section 2.02.

          "S&P" means Standard & Poor's Ratings Service, a division of the
McGraw-Hill Companies, and its successors.

          "Sale and Lease-Back Transaction" means any arrangement with any
Person (other than the Company or a Subsidiary), or to which any such Person is
a party, providing for the leasing, pursuant to a capital lease that would at
such time be required to be capitalized on a balance sheet in accordance with
GAAP, to the Company or a Restricted Subsidiary of any property or asset which
has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person or to any other Person (other than the Company or a
Subsidiary) to which funds have been or are to be advanced by such Person.

          "sale and lease-back transaction" has the meaning set forth in Section
4.20.

          "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

          "Security Documents" mean, collectively:

          (1) the Collateral Trust Agreement, the Shared Collateral Security
     Agreement and the Principal Property Mortgages (each as defined in the
     Collateral Trust Agreement); and

          (2) all security agreements, mortgages, deeds of trust, pledges,
     collateral assignments and other agreements or instruments evidencing or
     creating any security interests or Liens in favor or for the benefit of any
     Trustee and any Holders of the Notes in any or all of the Collateral, in
     each case as amended from time to time in accordance with its terms and the
     terms of this Indenture.

<PAGE>

                                      -27-

          "Significant Subsidiary" means any Restricted Subsidiary of the
Company that would be a "significant subsidiary" as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
Regulation is in effect on the Issue Date.

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

          "Subordinated Debt" means Indebtedness that is by its terms
subordinated to the Notes and the Subsidiary Guarantees, as applicable.

          "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person (or a combination
thereof) or (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof). Notwithstanding the foregoing,
Astaris shall not be deemed a Subsidiary of the Company at any time solely by
virtue of the Company's control of the voting power to elect more than 50% of
the managers of Astaris, so long as the Company and its Restricted Subsidiaries
have not, directly or indirectly, made any Investment in Astaris other than as
an Investment pursuant to the first sentence of Section 4.10 or other than
pursuant to the Astaris Support Agreement or the Astaris Indemnification
Agreement.

          "Subsidiary Guarantee" means a Guarantee of the Notes by a Subsidiary
Guarantor.

          "Subsidiary Guarantor" means any Subsidiary that executes a Subsidiary
Guarantee in accordance with the provisions of this Indenture, in each case,
until the Subsidiary Guarantee of such Person is released in accordance with the
provisions of this Indenture.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.03).

          "Treasury Rate" means, at the time of computation, the yield to
maturity of United States Treasury Securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) which has become publicly avail-

<PAGE>

                                      -28-

able at least two Business Days prior to the redemption date or, if such
Statistical Release is no longer published, any publicly available source of
similar market data) most nearly equal to the period from the redemption date to
November 1, 2006; provided, however, that if the period from the redemption date
to November 1, 2006 is not equal to the constant maturity of a United States
Treasury Security for which a weekly average yield is given, the Treasury Rate
shall be obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury Securities
for which such yields are given, except that if the period from the redemption
date to November 1, 2006 is less than one year, the weekly average yield on
actually traded United States Treasury Securities adjusted to a constant
maturity of one year shall be used.

          "Treasury Securities" means obligations issued or guaranteed by the
United States government or any agency thereof.

          "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

          "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
is designated by the Board of Directors as an Unrestricted Subsidiary pursuant
to a resolution and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board
of Directors may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided that

          (a) any Guarantee by the Company or any Restricted Subsidiary of any
     Indebtedness of the Subsidiary being so designated or any of its
     Subsidiaries shall be deemed an "incurrence" of such Indebtedness and an
     "Investment" by the Company or such Restricted Subsidiary (or both, if
     applicable) at the time of such designation,

          (b) such designation would be permitted by Section 4.10, and

          (c) if applicable, the Investment and the incurrence of Indebtedness
     referred to in clause (a) of this proviso would be permitted by Section
     4.09 and Section 4.10.

          Any such designation by the Board of Directors pursuant to clause (i)
above shall be evidenced to the Trustee by filing with the Trustee a certified
copy of the resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions and was permitted by Section 4.09 and Section 4.10.

<PAGE>

                                      -29-

          If at any time the Company or any Restricted Subsidiary Guarantees any
Indebtedness of such Unrestricted Subsidiary or makes any other Investment in
such Unrestricted Subsidiary and such incurrence of Indebtedness or Investment
would not be permitted by Section 4.09 and Section 4.10, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date by Section 4.09, the Company shall be
in default of such Section). The Board of Directors may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted by Section 4.09 and (ii) no Default or Event of Default would be in
existence following such designation.

          "U.S. Government Obligations" shall mean securities that are (1)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as full faith and
credit obligation by the United States of America, that, in either case, are not
callable or redeemable at the option of the issuer thereof and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligations or a specific payment of
interest on or principal of any such U.S. Government Obligations held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt for
any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of interest on or principal of the U.S.
Government Obligations evidenced by such depository receipt.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

          (i) the sum of the products obtained by multiplying

               (a) the amount of each then remaining installment, sinking fund,
          serial maturity or other required payments of principal, including
          payment at final maturity, in respect thereof, by

               (b) the number of years (calculated to the nearest one-twelfth)
          that will elapse between such date and the making of such payment, by

          (ii) the then outstanding principal amount of such Indebtedness.

<PAGE>

                                      -30-

          "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all the outstanding Capital Stock of which (other than
directors' qualifying shares) shall at the time be owned by such Person or by
one or more Wholly Owned Restricted Subsidiaries of such Person or by such
Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

          "indenture securities" means the Notes.

          "indenture securityholder" means a Holder or Noteholder.

          "indenture to be qualified" means this Indenture.

          "obligor on the indenture securities" means the Company, the
     Subsidiary Guarantors or any other obligor on the Notes.

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

SECTION 1.03. Rules of Construction.

          Unless the context otherwise requires:

          (1) a term has the meaning assigned to it herein, whether defined
     expressly or by reference;

          (2) "or" is not exclusive;

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

          (4) words used herein implying any gender shall apply to both genders;

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

<PAGE>

                                      -31-

          (6) unless otherwise specified herein, all accounting terms used
     herein shall be interpreted, all accounting determinations hereunder shall
     be made, and all financial statements required to be delivered hereunder
     shall be prepared in accordance with GAAP as in effect from time to time,
     applied on a basis consistent with the most recent audited consolidated
     financial statements of the Company;

          (7) "$," "U.S. Dollars" and "United States Dollars" each refer to
     United States dollars, or such other money of the United States that at the
     time of payment is legal tender for payment of public and private debts;
     and

          (8) whenever in this Indenture there is mentioned, in any context,
     principal, interest or any other amount payable under or with respect to
     any Note, such mention shall be deemed to include mention of the payment of
     Additional Interest to the extent that, in such context, Additional
     Interest is, was or would be payable in respect thereof.

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01. Amount of Notes.

          The Trustee shall initially authenticate Notes for original issue on
the Issue Date in an aggregate principal amount of $355.0 million upon a written
order of the Company in the form of an Officers' Certificate of the Company
(other than as provided in Section 2.08). The Company may, as long as permitted
under Section 4.09, issue and the Trustee shall authenticate (1) the Exchange
Securities and (2) additional Notes ("Additional Notes") after the Issue Date in
unlimited amount (so long as permitted by the terms of this Indenture,
including, without limitation, Section 4.09) for original issue upon a written
order of the Company in the form of an Officers' Certificate in aggregate
principal amount as specified in such order (other than as provided in Section
2.08). Each such written order shall specify the amount of Notes to be
authenticated and the date on which such Notes are to be authenticated.

SECTION 2.02. Form and Dating.

          The Notes and the Trustee's certificate of authentication with respect
thereto shall be substantially in the form set forth in Exhibit A, which is
incorporated in and forms a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, rule or usage to which the
Company is subject. Without limiting the generality of the foregoing, Notes
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
("Rule 144A Notes") shall bear the legend and include the form of assignment set
forth in Ex-

<PAGE>

                                      -32-

hibit B, and Notes offered and sold in offshore transactions in reliance on
Regulation S ("Regulation S Notes") shall bear the legend and include the form
of assignment set forth in Exhibit C. Each Note shall be dated the date of its
authentication.

          The terms and provisions contained in the Notes shall constitute, and
are expressly made, a part of this Indenture and, to the extent applicable, the
Company, the Subsidiary Guarantors and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and
agree to be bound thereby.

          The Notes may be presented for registration of transfer and exchange
at the offices of the Registrar.

SECTION 2.03. Execution and Authentication.

          The Notes shall be executed on behalf of the Company by any one of its
Officers. The signature of any of these Officers on the Notes may be manual or
facsimile.

          If an Officer of the Company whose signature is on this Indenture or a
Note was an Officer at the time of such execution but no longer holds that
office at the time the Trustee authenticates the Note, the Note shall be valid
nevertheless.

          No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Notes. Unless otherwise provided in the
appointment, an authenticating agent may authenticate the Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.
Each Paying Agent is designated as an authenticating agent for purposes of this
Indenture.

          The Notes shall be issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.

<PAGE>

                                      -33-

SECTION 2.04. Registrar and Paying Agent.

          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (the "Registrar"), and an
office or agency where Notes may be presented for payment (the "Paying Agent")
and an office or agency where notices and demands to or upon the Company, if
any, in respect of the Notes and this Indenture may be served. The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may have one or more additional Paying Agents. The term "Paying Agent"
includes any additional Paying Agent. Neither the Company nor any Affiliate
thereof may act as Paying Agent.

          The Company shall enter into an appropriate agency agreement, which
shall incorporate the provisions of the TIA, with any Agent that is not a party
to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

          The Company initially appoints the Trustee as Registrar, Paying Agent
and Agent for service of notices and demands in connection with the Notes and
this Indenture.

SECTION 2.05. Paying Agent To Hold Money in Trust.

          Each Paying Agent shall hold in trust for the benefit of the
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Notes (whether such money has been
paid to it by the Company or any other obligor on the Notes), and the Company
and the Paying Agent shall notify the Trustee of any default by the Company (or
any other obligor on the Notes) in making any such payment. Money held in trust
by the Paying Agent need not be segregated except as required by law. The
Company at any time may require the Paying Agent to pay all money held by it to
the Trustee and account for any funds disbursed and the Trustee may at any time
during the continuance of any Event of Default specified in Section 6.01(1) or
(2), upon written request to the Paying Agent, require such Paying Agent to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, the Paying Agent shall have no further
liability for the money delivered to the Trustee. The Paying Agent shall invest
money held by it only upon the written instructions of the Company.

SECTION 2.06. Noteholder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Noteholders. If the Trustee is

<PAGE>

                                      -34-

not the Registrar, the Company shall furnish to the Trustee at least five
Business Days before each Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Noteholders.

SECTION 2.07. Transfer and Exchange.

          Subject to Sections 2.16 and 2.17, when Notes are presented to the
Registrar with a request from the Holder of such Notes to register a transfer or
to exchange them for an equal principal amount of Notes of other authorized
denominations, the Registrar shall register the transfer as requested. Every
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or his attorneys duly authorized in writing. To permit registrations of
transfers and exchanges, the Company shall issue and execute and the Trustee
shall authenticate new Notes (and the Subsidiary Guarantors shall execute the
guarantee thereon) evidencing such transfer or exchange at the Registrar's
request. No service charge shall be made to the Noteholder for any registration
of transfer or exchange. The Company may require from the Noteholder payment of
a sum sufficient to cover any transfer taxes or other governmental charge that
may be imposed in relation to a transfer or exchange, but this provision shall
not apply to any exchange pursuant to Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in
which events the Company shall be responsible for the payment of such taxes).
The Registrar shall not be required to exchange or register a transfer of any
Note for a period of 15 days immediately preceding the mailing of notice of
redemption of Notes to be redeemed or of any Note selected, called or being
called for redemption except the unredeemed portion of any Note being redeemed
in part.

          Any Holder of the Global Note or a beneficial interest in the Global
Note shall, by acceptance of such Global Note or beneficial interest, agree that
transfers of the beneficial interests in such Global Note may be effected only
through a book entry system maintained by the Holder of such Global Note (or its
agent), and that ownership of a beneficial interest in the Global Note shall be
required to be reflected in a book entry.

          Except as expressly provided herein, neither the Trustee nor the
Registrar shall have any duty to monitor the Company's compliance with or have
any responsibility with respect to the Company's compliance with any Federal or
state securities laws.

SECTION 2.08. Replacement Notes.

          If a mutilated Note is surrendered to the Registrar or the Trustee, or
if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Note (and the Subsidiary Guarantors shall execute the guarantee
thereon) if the Holder of such Note furnishes to the

<PAGE>

                                      -35-

Company and the Trustee evidence reasonably acceptable to them of the ownership
and the destruction, loss or theft of such Note and if the requirements of
Section 8-405 of the New York Uniform Commercial Code as in effect on the date
of this Indenture are met. If required by the Trustee or the Company, an
indemnity bond shall be posted, sufficient in the judgment of all to protect the
Company, the Subsidiary Guarantors, the Trustee or any Paying Agent from any
loss that any of them may suffer if such Note is replaced. The Company may
charge such Holder for the Company' reasonable out-of-pocket expenses in
replacing such Note and the Trustee may charge the Company for the Trustee's
expenses (including, without limitation, attorneys' fees and disbursements) in
replacing such Note. Every replacement Note shall constitute a contractual
obligation of the Company.

SECTION 2.09. Outstanding Notes.

          The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those canceled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.02
and 9.03, on or after the date on which the conditions set forth in Section 9.02
or 9.03 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Company or one of its Affiliates holds the Note.

          If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Company.

          If the Paying Agent holds, in its capacity as such, on the Maturity
Date, money sufficient to pay all accrued interest and principal with respect to
the Notes payable on that date and is not prohibited from paying such money to
the Holders thereof pursuant to the terms of this Indenture, then on and after
that date such Notes cease to be outstanding and interest on them ceases to
accrue.

SECTION 2.10. Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any declaration of acceleration or notice of default or
direction, waiver or consent or any amendment, modification or other change to
this Indenture, Notes owned by the Company or any other Affiliate of the Company
shall be disregarded as though they were not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent or any amendment, modification or other change
to this Indenture, only Notes as to which a Responsible Officer of the Trustee
has actually received an Officers' Certificate stating that such Notes are so
owned shall be so disregarded. Notes so owned which have been pledged in good
faith shall not be disregarded

<PAGE>

                                      -36-

if the pledgee established to the satisfaction of the Trustee the pledgee's
right so to act with respect to the Notes and that the pledgee is not an Issuer,
a Subsidiary Guarantor, any other obligor on the Notes or any of their
respective Affiliates.

SECTION 2.11. Temporary Notes.

          Until definitive Notes are prepared and ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes. Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.

SECTION 2.12. Cancellation.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall (subject to the
record-retention requirements of the Exchange Act) dispose of such canceled
Notes in its customary manner. The Company may not reissue or resell, or issue
new Notes to replace, Notes that the Company has redeemed or paid, or that have
been delivered to the Trustee for cancellation.

SECTION 2.13. Defaulted Interest.

          If the Company defaults on a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent permitted by law) any
interest payable on the defaulted interest, in accordance with the terms hereof,
to the Persons who are Noteholders on a subsequent special record date, which
date shall be at least five Business Days prior to the payment date. The Company
shall fix such special record date and payment date in a manner satisfactory to
the Trustee. At least 15 days before such special record date, the Company shall
mail to each Noteholder a notice that states the special record date, the
payment date and the amount of defaulted interest, and interest payable on
defaulted interest, if any, to be paid. The Company may make payment of any
defaulted interest in any other lawful manner not inconsistent with the
requirements (if applicable) of any securities exchange on which the Notes may
be listed and, upon such notice as may be required by such exchange, if, after
written notice given by the Company to the Trustee of the proposed payment
pursuant to this sentence, such manner of payment shall be deemed practicable by
the Trustee.

<PAGE>

                                      -37-

SECTION 2.14. CUSIP Number.

          The Company in issuing the Notes may use a "CUSIP" number, and if so,
such CUSIP number shall be included in notices of redemption or exchange as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any such CUSIP number used by the Company in
connection with the issuance of the Notes and of any change in the CUSIP number.

SECTION 2.15. Deposit of Moneys.

          On or prior to 10:00 a.m., New York City time, on each Interest
Payment Date and the Maturity Date, the Company shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date or the Maturity Date, as the
case may be, in a timely manner which permits the Trustee to remit payment to
the Holders on such Interest Payment Date or the Maturity Date, as the case may
be. The principal and interest on Global Notes shall be payable to the
Depository or its nominee, as the case may be, as the sole registered owner and
the sole Holder of the Global Notes represented thereby. The principal and
interest on Physical Notes shall be payable, either in person or by mail, at the
office of the Paying Agent.

SECTION 2.16. Book-Entry Provisions for Global Notes.

          (a) Rule 144A Notes shall be represented by one or more Notes in
registered, global form without interest coupons (collectively, the "Restricted
Global Note"). Regulation S Notes initially shall be represented by one or more
Notes in registered, global form without interest coupons (collectively, the
"Regulation S Global Note," and, together with the Restricted Global Note and
any other global notes representing Notes, the "Global Notes"). The Global Notes
shall bear legends as set forth in Exhibit D. The Global Notes initially shall
(i) be registered in the name of the Depository or the nominee of such
Depository, in each case for credit to an account of an Agent Member (or, in the
case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and
Clearstream Banking Luxembourg ("Clearstream")), (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear legends as set forth in
Exhibit B with respect to the Restricted Global Note and Exhibit C with respect
to Regulation S Global Note.

          Members of, or direct or indirect participants in, the Depository
("Agent Members") shall have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depository, or the Trustee as its
custodian, or under the Global Notes, and the Depository may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of the Global Note for all purposes whatsoever. Notwithstand-

<PAGE>

                                      -38-

ing the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depository or
impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Note.

          (b) Transfers of Global Notes shall be limited to transfer in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depository and the provisions of Section 2.17. In addition, a Global Note
shall be exchangeable for Physical Notes if (i) the Depository (x) notifies the
Company that it is unwilling or unable to continue as depository for such Global
Note and the Company thereupon fails to appoint a successor depository or (y)
has ceased to be a clearing agency registered under the Exchange Act, (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of such Physical Notes or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Notes. In all cases, Physical
Notes delivered in exchange for any Global Note or beneficial interests therein
shall be registered in the names, and issued in any approved denominations,
requested by or on behalf of the Depository (in accordance with its customary
procedures).

          (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners of Physical Notes
pursuant to paragraph (b), the Registrar shall reflect on its books and records
the date and a decrease in the principal amount of the Global Note in an amount
equal to the principal amount of the beneficial interest in the Global Note to
be transferred or exchanged, and the Company shall execute, and the Trustee
shall upon receipt of a written order from the Company authenticate and make
available for delivery, one or more Physical Notes of like tenor and amount.

          (d) In connection with the transfer of Global Notes as an entirety to
beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to
be surrendered to the Trustee for cancellation, and the Company shall execute,
and the Trustee shall authenticate and deliver, to each beneficial owner
identified by the Depository in writing in exchange for its beneficial interest
in the Global Notes, an equal aggregate principal amount of Physical Notes of
authorized denominations.

          (e) Any Physical Note constituting a Restricted Note delivered in
exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d)
shall, except as otherwise provided by paragraph (b) of Section 2.17, bear the
Private Placement Legend or, in the case of Physical Notes delivered in exchange
for an interest in the Regulation S Global Note, the legend set forth in Exhibit
C, in each case, unless the Company determines otherwise in compliance with
applicable law.

<PAGE>

                                      -39-

          (f) On or prior to the 40th day after the later of the commencement of
the offering of the Notes represented by the Regulation S Global Note and the
issue date of such Notes (such period through and including such 40th day, the
"Restricted Period"), a beneficial interest in a Regulation S Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
corresponding Restricted Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is
being made (i)(a) to a Person that the transferor reasonably believes is a
Qualified Institutional Buyer in a transaction meeting the requirements of Rule
144A or (b) pursuant to another exemption from the registration requirements
under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable
securities laws of any state of the United States or any other jurisdiction.

          (g) Beneficial interests in the Restricted Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the Trustee a
written certificate to the effect that such transfer is being made in accordance
with Regulation S or Rule 144 (if available) and that, if such transfer occurs
prior to the expiration of the Restricted Period, the interest transferred will
be held immediately thereafter through Euroclear or Clearstream.

          (h) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in another
Global Note shall, upon transfer, cease to be an interest in such Global Note
and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

          (i) The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.

SECTION 2.17. Special Transfer Provisions.

          (a) Transfers to QIBs. The following provisions shall apply with
respect to the registration or any proposed registration of transfer of a Note
constituting a Restricted Note to a QIB (excluding transfers to Non-U.S.
Persons):

          (i) the Registrar shall register the transfer if such transfer is
     being made by a proposed transferor who has checked the box provided for on
     such Holder's Note stating, or to a transferee who has advised the Company
     and the Registrar in writing, that it is purchasing the Note for its own
     account or an account with respect to which it

<PAGE>

                                      -40-

     exercises sole investment discretion and that it and any such account is a
     QIB within the meaning of Rule 144A, and is aware that the sale to it is
     being made in reliance on Rule 144A and acknowledges that it has received
     such information regarding the Company as it has requested pursuant to Rule
     144A or has determined not to request such information and that it is aware
     that the transferor is relying upon its foregoing representations in order
     to claim the exemption from registration provided by Rule 144A; and

          (ii) if the proposed transferee is an Agent Member, and the Notes to
     be transferred consist of Physical Notes which after transfer are to be
     evidenced by an interest in the Global Note, upon receipt by the Registrar
     of instructions given in accordance with the Depository's and the
     Registrar's procedures, the Registrar shall reflect on its books and
     records the date and an increase in the principal amount of the Global Note
     in an amount equal to the principal amount of the Physical Notes to be
     transferred, and the Trustee shall cancel the Physical Notes so
     transferred.

          (b) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (ii) such Note has been sold pursuant to an effective registration
statement under the Securities Act and the Registrar has received an Officers'
Certificate from the Company to such effect.

          (c) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

          The Registrar shall retain for a period of two years copies of all
letters, notices and other written communications received pursuant to Section
2.16 or this Section 2.17. The Company shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18. Computation of Interest.

          Interest on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months and actual days elapsed.

<PAGE>

                                      -41-

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. Election To Redeem; Notices to Trustee.

          If the Company elects to redeem Notes pursuant to paragraph 5 of the
Notes, at least 35 days prior to the Redemption Date (unless a shorter notice
shall be agreed to in writing by the Trustee) but not more than 65 days before
the Redemption Date, the Company shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes to be redeemed and the redemption
price, and deliver to the Trustee an Officers' Certificate stating that such
redemption will comply with the conditions contained in paragraph 5 of the
Notes.

SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.

          If fewer than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed, if the Notes are listed on a
national securities exchange, in accordance with the rules of such exchange or,
if the Notes are not so listed, either on a pro rata basis or by lot, or such
other method as the Trustee shall deem fair and appropriate; provided that, in
the case of a redemption pursuant to paragraph 5(a), 5(b) or 5(c) of the Notes,
the Trustee shall select the Notes only on a pro rata basis or on as nearly a
pro rata basis as is practicable (subject to procedures of the Depository). The
Trustee shall promptly notify the Company of the Notes selected for redemption
and, in the case of any Notes selected for partial redemption, the principal
amount thereof to be redeemed. The Trustee may select for redemption portions of
the principal amount of the Notes that have denominations larger than $1,000.
Notes and portions thereof the Trustee selects shall be redeemed in amounts of
$1,000 or whole multiples of $1,000. For all purposes of this Indenture unless
the context otherwise requires, provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption.

          At least 30 days, and no more than 60 days, before a Redemption Date,
the Company shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at his or her last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.04.

          The notice shall identify the Notes to be redeemed (including the
CUSIP numbers thereof, if any) and shall state:

          (1) the Redemption Date;

<PAGE>

                                      -42-

          (2) the redemption price and the amount of premium and accrued
     interest to be paid;

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

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

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

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

          (7) that paragraph 5 of the Notes is the provision of the Notes
     pursuant to which the redemption is occurring; and

          (8) the aggregate principal amount of Notes that are being redeemed.

          At the Company's written request made at least five Business Days
prior to the date on which notice is to be given, the Trustee shall give the
notice of redemption in the Company's name and at the Company's sole expense.
Notice given to the Noteholders pursuant to this Section 3.03 may not be revoked
after the time that such notice is given.

SECTION 3.04. Effect of Notice of Redemption.

          Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the redemption price, including any premium, plus interest accrued to the
Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at
the redemption price, including any premium, plus interest accrued to the
Redemption Date; provided that if the Redemption Date is after a regular record
date and on or prior to the Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Notes registered on the relevant record
date; and provided, further, that if a Redemption Date is a Legal Holiday,
payment shall be made on the next succeeding Business Day and no interest shall
accrue for the period from such Redemption Date to such succeeding Business Day.

<PAGE>

                                      -43-

SECTION 3.05. Deposit of Redemption Price.

          On or prior to 10:00 A.M., New York City time, on each Redemption
Date, the Company shall deposit with the Paying Agent in immediately available
funds money sufficient to pay the redemption price of, including premium, if
any, and accrued interest on all Notes to be redeemed on that date other than
Notes or portions thereof called for redemption on that date which have been
delivered by the Company to the Trustee for cancellation.

          On and after any Redemption Date, if money sufficient to pay the
redemption price of, including premium, if any, and accrued interest on Notes
called for redemption shall have been made available in accordance with the
immediately preceding paragraph, the Notes called for redemption will cease to
accrue interest and the only right of the Holders of such Notes will be to
receive payment of the redemption price of and, subject to the first proviso in
Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date.
If any Note surrendered for redemption shall not be so paid, interest will be
paid, from the Redemption Date until such redemption payment is made, on the
unpaid principal of the Note and any interest not paid on such unpaid principal,
in each case at the rate and in the manner provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part, the Trustee shall
authenticate for the Holder thereof a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01. Payment of Notes.

          The Company shall pay the principal of and interest on the Notes on
the dates and in the manner provided in the Notes and this Indenture. An
installment of principal or interest shall be considered paid on the date it is
due if the Trustee or Paying Agent holds on or prior to 10:00 a.m. on that date
money designated for and sufficient to pay such installment.

          The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Notes.

<PAGE>

                                      -44-

SECTION 4.02. Maintenance of Office or Agency.

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

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

          (c) The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.04.

SECTION 4.03. Legal Existence.

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

SECTION 4.04. Maintenance of Properties; Insurance; Compliance with Law.

          (a) Subject to, and in compliance with, the provisions of Article
Eleven and the applicable Security Documents, the Company shall, and shall cause
each of its Restricted Subsidiaries to, at all times cause all material
properties used or useful in the conduct

<PAGE>

                                      -45-

of their respective businesses to be maintained and kept in reasonably
satisfactory condition, repair and working order (reasonable wear and tear
excepted) and supplied with all necessary equipment, and shall cause to be made
all necessary repairs, renewals, replacements, betterments and improvements
thereto; provided, however, that nothing in this Section 4.04(a) shall prevent
the Company or any of its Restricted Subsidiaries from discontinuing the
operation and maintenance of any of such material property if such
discontinuance is, in the reasonable judgment of the Company, desirable in the
conduct of the business of the Company and its Subsidiaries taken as a whole.

          (b) The Company shall, and shall cause each of its Restricted
Subsidiaries to, at all times maintain insurance with respect to such of its
properties with responsible and reputable insurers, against such risks,
casualties and contingencies and in such types and amounts, and with such
deductibles, retentions and co-insurance provisions, as are consistent with
sound business practice for businesses owning similar properties in the same
general area in which the Company or such Restricted Subsidiary operates.

          (c) The Company shall, and shall cause each of its Restricted
Subsidiaries to, comply with all statutes, laws, ordinances or government rules
and regulations to which they are subject the non-compliance with which would,
individually or in the aggregate, materially adversely affect the business,
financial condition or results of operations of the Company and its Restricted
Subsidiaries taken as a whole.

SECTION 4.05. Waiver of Stay, Extension or Usury Laws.

          The Company and each of the Subsidiary Guarantors covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon, or
plead (as a defense or otherwise) or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
which would prohibit or forgive any of the Company and the Subsidiary Guarantors
from paying all or any portion of the principal of, premium, if any, and/or
interest on the Notes or the Subsidiary Guarantees as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that they may
lawfully do so) each of the Company and the Subsidiary Guarantors 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.

SECTION 4.06. Compliance Certificate.

          (a) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a certificate of an Officer of the Company (as
enumerated by TIA (S) 314(a)(4)) stating that such Officer has conducted or
supervised a review of the activities of

<PAGE>

                                      -46-

the Company and its Restricted Subsidiaries and the Company's and its Restricted
Subsidiaries' performance under this Indenture during such fiscal year, and
further stating, as to each such Officer signing such certificate, that, to the
best of such Officers' knowledge, based upon such review, the Company has
fulfilled all obligations under this Indenture or, if there has been a Default
under this Indenture that is continuing, a description of the event and what
action the Company and the Subsidiary Guarantors are taking or propose to take
with respect thereto.

          (b) The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, a certificate of an Officer of the Company detailing any
continuing Default of which such Officer is aware, its status and what action
the Company is taking or proposes to take with respect to such Default.

          (c) The Company shall provide written notice to the Trustee of any
change in its fiscal year.

          (d) The Company shall promptly notify the Trustee of the occurrence of
the Investment Grade Date; provided, however, that the failure to deliver such
notice shall in no event be deemed a Default or an Event of Default.

SECTION 4.07. Taxes.

          The Company shall, and shall cause each of its Restricted Subsidiaries
to, pay prior to delinquency all material taxes, assessments, and governmental
levies; provided however that the Company and its Restricted Subsidiaries shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment or governmental levies whose amount, applicability or validity
is being contested in good faith by appropriate proceedings or which is not of
material importance to the business, operations, financial conditions or results
of operations of the Company and its Subsidiaries, taken as a whole.

SECTION 4.08. Repurchase at the Option of Holders upon Change of Control.

          (a) Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to
the offer described below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest, if any, thereon to the date of purchase (the "Change of Control
Payment") on a date that is not more than 90 days after the occurrence of such
Change of Control (the "Change of Control Payment Date").

<PAGE>

                                      -47-

          (b) Within 30 days following the date on which a Change of Control
occurs, the Company shall send (or request in writing that the Trustee send), by
first-class mail, postage prepaid, a notice to each Holder of Notes at its last
registered address and, if given by the Company, the Trustee, which notice shall
govern the terms of the Change of Control Offer. The notice to the Holders shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Change of Control Offer. Such notice shall state:

     (1)  that the Change of Control Offer is being made pursuant to this
          Section 4.08 and that all Notes validly tendered and not withdrawn
          will be accepted for payment;

     (2)  the Change of Control Payment and the Change of Control Payment Date
          (which shall be no earlier than 30 days nor later than 60 days from
          the date such notice is mailed, other than as may be required by law);

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

     (4)  that, unless the Company defaults in making payment therefor, any Note
          accepted for payment pursuant to the Change of Control Offer shall
          cease to accrue interest after the Change of Control Payment Date;

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

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

     (7)  that Holders whose Notes are purchased only in part will be issued new
          Notes in a principal amount equal to the unpurchased portion of the
          Notes surrendered; provided, however, that each Note purchased and
          each new Note issued shall be in a principal amount of $1,000 or
          integral multiples thereof; and

     (8)  the circumstances and relevant facts regarding such Change of Control.

<PAGE>

                                      -48-

          (c) On the Change of Control Payment Date, the Company will, to the
extent lawful: (x) accept for payment all Notes or portions of Notes properly
tendered and not withdrawn pursuant to the Change of Control Offer; (y) deposit
with the Paying Agent an amount equal to the Change of Control Payment for all
Notes or portions of Notes tendered; and (z) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions of Notes being purchased by
the Company.

          (d) The Paying Agent will promptly mail (or deliver by wire transfer)
to each Holder of Notes so tendered the Change of Control Payment for such
Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any. Upon the payment of
the Change of Control Payment, the Trustee shall return the Notes purchased to
the Company for cancellation. For purposes of this Section 4.08, the Trustee
shall act as the Paying Agent.

          (e) Notwithstanding the foregoing, the Company will not be required to
make a Change of Control Offer as provided in this Section 4.08 if, in
connection with or in contemplation of any Change of Control, a third party
makes an offer to purchase Notes at a price equal to or higher than the Change
of Control Payment and in substantial compliance with the requirements
applicable to a Change of Control Offer that the Company would otherwise be
required to make pursuant to this Section 4.08 (an "Alternate Offer") and has
purchased all Notes properly tendered and not withdrawn in accordance with the
terms of such Alternate Offer.

          (f) The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.08, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the provisions of this Section 4.08 by virtue thereof.

SECTION 4.09. Limitation on Incurrence of Additional Indebtedness and Issuance
              of Preferred Stock.

          (a) On and after the Issue Date:

     (1)  the Company shall not, and shall not permit any of its Restricted
          Subsidiaries to, incur any Indebtedness (including Acquired Debt);

<PAGE>

                                      -49-

     (2)  the Company shall not, and shall not permit any of its Restricted
          Subsidiaries to, issue any Disqualified Stock (including Acquired
          Disqualified Stock); and

     (3)  the Company shall not permit any of its Restricted Subsidiaries that
          are not Subsidiary Guarantors to issue any shares of Preferred Stock
          (including Acquired Preferred Stock) other than to the Company or
          another Restricted Subsidiary;

provided, however, that the Company and the Subsidiary Guarantors may incur
Indebtedness (including Acquired Debt) and the Company and the Subsidiary
Guarantors may issue shares of Disqualified Stock (including Acquired
Disqualified Stock) if the Fixed Charge Coverage Ratio for the Company's most
recently ended four full fiscal quarters for which financial statements have
been filed with the Commission pursuant to Section 4.18 immediately preceding
the date on which such additional Indebtedness is incurred or such Disqualified
Stock is issued would have been at least 2.0 to 1, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred or the Disqualified Stock had been
issued, as the case may be, at the beginning of such four-quarter period, with
any letters of credit and bankers' acceptances being deemed to have an aggregate
principal amount of Indebtedness equal to the maximum amount available
thereunder.

          (b) The provisions of Section 4.09(a) will not apply to:

     (i) the incurrence by the Company or any Subsidiary Guarantor of
     Indebtedness pursuant to the New Credit Agreement in an aggregate principal
     amount at any time outstanding not to exceed the aggregate principal amount
     committed under the New Credit Agreement as in effect on the Issue Date as
     set forth in an Officers' Certificate delivered to the Trustee on the Issue
     Date, less the aggregate principal amount of all mandatory repayments made
     as a result of Asset Sales pursuant to Section 4.12 applied to (a) repay
     loans (other than revolving credit loans) outstanding thereunder or (b)
     permanently reduce the revolving credit commitments thereunder (and the
     corresponding guarantees of the Subsidiary Guarantors thereunder);

     (ii) the incurrence by the Company and the Subsidiary Guarantors of
     Indebtedness represented by the Notes (not including any Additional Notes)
     and Subsidiary Guarantees thereof, including any Exchange Securities issued
     for the Notes issued on the Issue Date;

     (iii) the Existing Indebtedness of the Company and its Restricted
     Subsidiaries (other than Indebtedness of the type described in clause (i),
     (ii), (v), (ix) or (x) of this Section 4.09(b)); provided, however, that if
     the Company or a Subsidiary Guarantor

<PAGE>

                                      -50-

     makes any Investments in a Restricted Subsidiary that is not a Subsidiary
     Guarantor other than:

               (a) pursuant to the agreement governing such Existing
          Indebtedness as in effect on the Issue Date or any agreement entered
          into pursuant to a Permitted Refinancing of such Existing
          Indebtedness,

               (b) as an Investment pursuant to the first sentence of Section
          4.10,

               (c) for the purpose of financing ordinary course working capital
          requirements, or

               (d) to the extent required in order to comply with "thin
          capitalization" rules of the United States Internal Revenue Code of
          1986, as amended, the capitalization regulations of any other
          jurisdiction, or any similar applicable law,

     then any outstanding Indebtedness of any Restricted Subsidiary in which
     such Investments were made pursuant to this clause (iii) at the time of
     such Investment shall be deemed not permitted by this clause (iii) and no
     further Indebtedness shall be permitted by this clause (iii) to be incurred
     by any Restricted Subsidiary in which such Investments were made;

     (iv) the incurrence by the Company or any of its Restricted Subsidiaries of
     any Permitted Refinancing in exchange for, or the net proceeds of which are
     used to extend, refinance, renew, replace, defease or refund, Indebtedness
     that was permitted to be incurred under (A) the Fixed Charge Coverage Ratio
     test set forth in Section 4.09(a), or (B) clauses (ii) and (iii) above or
     this clause (iv);

     (v) the incurrence by the Company or any of its Restricted Subsidiaries of
     intercompany Indebtedness between or among the Company and any of its
     Restricted Subsidiaries; provided, however, that (A) if the Company or any
     Subsidiary Guarantor is the obligor on such Indebtedness, then (other than
     intercompany notes that constitute Collateral) such Indebtedness is
     expressly subordinated by its terms to the prior payment in full in cash of
     all Obligations with respect to the Notes or the Subsidiary Guarantee, as
     the case may be, and (B)(1) any subsequent issuance or transfer of Capital
     Stock that results in any such Indebtedness being held by a Person other
     than the Company or a Restricted Subsidiary and (2) any sale or other
     transfer of any such Indebtedness to a Person that is not either the
     Company or a Restricted Subsidiary shall be deemed, in each case, to
     constitute a simultaneous incurrence of such Indebtedness that is not
     permitted by this clause (v) by the Company or such Restricted Subsidiary,
     as the case may be;

<PAGE>

                                      -51-

     (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging
     Obligations that are incurred for the purpose of (A) fixing or hedging
     interest rate or currency risk with respect to any fixed or floating rate
     Indebtedness that is permitted by this Indenture to be outstanding which is
     designed solely to protect the Company or any Restricted Subsidiary against
     fluctuations in interest rates or in foreign currency exchange rates;
     provided that such Hedging Obligation does not increase the principal
     amount of any such Indebtedness other than as a result of fluctuations in
     interest rates or in foreign currency exchange rates or interest rates or
     by reason of fees, indemnities and compensation payable thereunder or (B)
     managing fluctuations in the price or cost of energy, raw materials,
     manufactured products or related commodities; provided that such
     obligations are entered into for valid business purposes other than
     speculative purposes (as determined by the Company's or such Restricted
     Subsidiary's principal financial officer in the exercise of his or her good
     faith business judgment);

     (vii) the issuance by any of the Company's Restricted Subsidiaries of
     shares of Preferred Stock to the Company or a Wholly Owned Restricted
     Subsidiary; provided that (A) any subsequent issuance or transfer of
     Capital Stock that results in such Preferred Stock being held by a Person
     other than the Company or a Wholly Owned Restricted Subsidiary or (B) the
     transfer or other disposition by the Company or a Wholly Owned Restricted
     Subsidiary of any such shares to a Person other than the Company or a
     Wholly Owned Restricted Subsidiary shall be deemed, in each case, to
     constitute an issuance of such Preferred Stock by such Subsidiary on such
     date that is not permitted by this clause (vii);

     (viii) the incurrence by the Company or any of its Restricted Subsidiaries
     of Indebtedness represented by worker's compensation claims and other
     statutory or regulatory obligations, self-insurance obligations, tender,
     bid, performance, government contract, surety or appeal bonds, standby
     letters of credit and warranty and contractual service obligations of like
     nature, trade letters of credit or documentary letters of credit, in each
     case to the extent incurred in the ordinary course of business of the
     Company or such Restricted Subsidiary;

     (ix) the incurrence of Indebtedness by Foreign Subsidiaries (not including
     Indebtedness incurred pursuant to clause (iii) above) in an aggregate
     principal amount (or accreted value, as applicable) not to exceed $25.0
     million at any one time oustanding;

     (x) the Guarantee by the Company or any Subsidiary Guarantor of
     Indebtedness of the Company or a Subsidiary Guarantor or the Guarantee by a
     Restricted Subsidiary that is not a Subsidiary Guarantor of any
     Indebtedness of another Restricted

<PAGE>

                                      -52-

     Subsidiary that is not a Subsidiary Guarantor, so long as in each case such
     Indebtedness was permitted to be incurred by another provision of this
     Section 4.09;

     (xi) Indebtedness consisting of take-or-pay obligations contained in supply
     agreements entered into in the ordinary course of business;

     (xii) the incurrence by the Company and the Subsidiary Guarantors of
     Purchase Money Obligations and Capital Lease Obligations in an aggregate
     principal amount not to exceed $25.0 million at any one time outstanding;

     (xiii) Indebtedness arising from agreements of the Company or a Restricted
     Subsidiary providing for indemnification, contribution, earnout, adjustment
     of purchase price or similar obligation, in each case, incurred or assumed
     in connection with the disposition of any business, assets or Capital Stock
     of a Restricted Subsidiary;

     (xiv) Indebtedness arising from the honoring by a bank or other financial
     institution of a check, draft or similar instrument drawn against
     insufficient funds in the ordinary course of business; provided that such
     Indebtedness is extinguished within three business days of incurrence; and

     (xv) the incurrence by the Company or any Subsidiary Guarantor of
     Indebtedness or the issuance of Disqualified Stock, the aggregate principal
     amount (or accreted value, as applicable) or liquidation preference of
     which, together with all other Indebtedness and Disqualified Stock at the
     time outstanding and incurred in reliance on this clause (xv), does not
     exceed $50.0 million.

          (c) For purposes of determining compliance with this Section 4.09, in
the event that an item of Indebtedness or Preferred Stock meets the criteria of
more than one of the categories of permitted Indebtedness described in Section
4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), the Company
shall, in its sole discretion, classify on the date of incurrence (and from time
to time reclassify in whole or in part) such item of Indebtedness or Preferred
Stock in any matter that complies with this Section 4.09, and such Indebtedness
or Preferred Stock will be treated as having been incurred pursuant to the
clauses or the first paragraph hereof, as the case may be, designated by the
Company (provided that all Indebtedness under the New Credit Agreement shall at
all times be deemed to have been incurred pursuant to clause (i) of Section
4.09(b) to the extent capacity is available under such clause). The amount of
Indebtedness issued at a price which is less than the principal amount thereof
shall be equal to the amount of the liability in respect thereof determined in
accordance with GAAP.

<PAGE>

                                      -53-

SECTION 4.10. Limitation on Restricted Payments.

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

          (1) declare or pay any dividend or make any distribution on account of
     the Company's or any of its Restricted Subsidiaries' Capital Stock, other
     than (x) dividends or distributions payable in Qualified Capital Stock of
     the Company and (y) dividends or distributions payable to the Company or
     any Restricted Subsidiary of the Company and the other owners of Capital
     Stock of such Restricted Subsidiaries to the extent of their respective
     interest therein;

          (2) purchase, redeem or otherwise acquire or retire for value any
     Capital Stock of the Company, other than any such Capital Stock owned by
     any Restricted Subsidiaries that are Subsidiary Guarantors;

          (3) make any principal payment on, or purchase, redeem, defease or
     otherwise acquire or retire for value any Subordinated Debt of the Company
     or any Restricted Subsidiary, other than Indebtedness owed to the Company
     or any Restricted Subsidiary that is a Subsidiary Guarantor, except, in
     each case, payment of interest or principal at Stated Maturity; or

          (4) make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) above
(other than any exception thereto) being collectively referred to as "Restricted
Payments") (the amount of any such Restricted Payment, if other than cash, shall
be the fair market value of the assets proposed to be transferred by the Company
or a Restricted Subsidiary (as conclusively evidenced by a resolution of the
Board of Directors)), unless, at the time of and after giving effect to such
Restricted Payment:

          (a) no Default or Event of Default shall have occurred and be
     continuing after giving effect thereto;

          (b) the Company would, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the most recently ended four full fiscal
     quarters for which financial statements have been filed with the Commission
     pursuant to Section 4.18 immediately preceding the date of such Restricted
     Payment, have been permitted to incur at least $1.00 of additional
     Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
     Section 4.09(a); and

<PAGE>

                                      -54-

          (c) such Restricted Payment, together with the aggregate of all other
     Restricted Payments made by the Company and its Restricted Subsidiaries on
     or after October 1, 2002 (excluding Restricted Payments permitted by clause
     (C) or (D) of the next succeeding paragraph), is less than the sum, without
     duplication, of:

          (i) 50% of the Consolidated Net Income of the Company for the period
          (taken as one accounting period) from October 1, 2002 to the end of
          the Company's most recently ended fiscal quarter for which financial
          statements have been filed with the Commission pursuant to Section
          4.18 at the time of such Restricted Payment (or, if Consolidated Net
          Income of the Company for such period is a deficit, less 100% of such
          deficit), plus

          (ii) 100% of the aggregate net cash proceeds received by the Company
          from the issue or sale after October 1, 2002 of Qualified Capital
          Stock of the Company or of debt securities of the Company or any of
          its Restricted Subsidiaries that have been converted into or exchanged
          for such Qualified Capital Stock of the Company, plus

          (iii) to the extent that any Restricted Investment that was made after
          October 1, 2002 and was included in the calculation of aggregate
          Restricted Payments under this clause (c) is sold for cash or
          otherwise liquidated, repaid or otherwise reduced, including by way of
          dividend or distribution (to the extent not included in calculating
          Consolidated Net Income), for cash, the lesser of (A) the cash return
          with respect to such Restricted Investment (less the cost of
          disposition, if any) or (B) the initial amount of such Restricted
          Investment, plus

          (iv) an amount equal to the sum of (A) the net reduction in
          Investments in Unrestricted Subsidiaries resulting from dividends,
          repayments of loans or other transfers of assets (to the extent not
          included in calculating Consolidated Net Income), in each case, to the
          Company or any Restricted Subsidiary from Unrestricted Subsidiaries
          and (B) the portion (proportionate to the Company's equity interest in
          such Subsidiary) of the fair market value of the net assets of an
          Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
          designated a Restricted Subsidiary;

     provided, however, that the foregoing sum shall not exceed, in the case of
     any Unrestricted Subsidiary, the amount of Restricted Investments
     previously made after October 1, 2002 by the Company or any Restricted
     Subsidiary in such Unrestricted Subsidiary that were included in the
     calculation above of aggregate Restricted Payments under this clause (c).

<PAGE>

                                      -55-

     The foregoing provisions will not prohibit the following Restricted
Payments:

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

          (B) the redemption, repurchase, retirement or other acquisition of any
Capital Stock of the Company, any Restricted Subsidiary or any Joint Venture (or
the acquisition of all the outstanding Capital Stock of any Person that conducts
no operations and has no assets or liabilities other than the ownership of
Capital Stock in a Joint Venture) in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Subsidiary or
Joint Venture of the Company) of, Qualified Capital Stock of the Company;
provided that the amount of any such net cash proceeds that are utilized for any
such redemption, repurchase, retirement or other acquisition shall be excluded
from (and shall not previously have been included in) clause (c)(ii) of the
preceding paragraph;

          (C) the defeasance, redemption or repurchase of Subordinated Debt with
the net cash proceeds from an incurrence of Permitted Refinancing or in exchange
for, or out of the net cash proceeds from the substantially concurrent sale
(other than to a Subsidiary or Joint Venture of the Company) of, Qualified
Capital Stock of the Company; provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement or
other acquisition shall be excluded from (and shall not previously have been
included in) clause (c)(ii) of the preceding paragraph;

          (D) the repurchase, redemption or other acquisition or retirement for
value of any Capital Stock of the Company or any Subsidiary of the Company held
(i) by any member of the Company's (or any of its Subsidiaries') management
pursuant to any management equity subscription agreement or stock option
agreement and (ii) in connection with the contribution by the Company of Capital
Stock of the Company to any employee benefit plan; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Capital Stock
in reliance on this clause (D) shall not exceed $5.0 million in any calendar
year;

          (E) payments by the Company made pursuant to the Astaris Support
Agreement as such agreement is in effect on the Issue Date or as such agreement
may be amended, modified, supplemented or replaced, in whole or in part, and
payments by the Company made with respect to the "Idaho Power Termination
Amount" as defined in and pursuant to the Astaris Indemnification Agreement in
an aggregate amount after the Issue Date not to exceed $16.0 million; provided
that the aggregate amount of payments made in reliance on this clause (E) shall
in no event exceed the maximum aggregate amount of payments required to be made
by the Company after the Issue Date under the Astaris Support Agreement or the
Astaris Indemnification Agreement, as the case may be, in each case as in effect
on the Issue Date;

<PAGE>

                                      -56-

          (F) repurchases of Capital Stock of the Company deemed to occur upon
the exercise of stock options to the extent that such repurchases represent
payment of the exercise price or the withholding of applicable taxes; and

          (G) additional Restricted Payments in an aggregate amount not to
exceed $25.0 million.

          If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Capital Stock of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Capital Stock of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the first paragraph of this Section 4.10.

          Prior to the Investment Grade Date, the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would
not cause a Default. For purposes of making such determination, all outstanding
Investments by the Company and its Restricted Subsidiaries in the Subsidiary so
designated will be deemed to be Restricted Payments at the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of this Section 4.10 (except to the extent such Investments
were repaid to the Company or a Restricted Subsidiary in cash). Such designation
will only be permitted if any such Restricted Payment would be permitted at such
time and if such Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. In the case of any designation by the Company of a
Person as an Unrestricted Subsidiary on the first day that such Person is a
Subsidiary of the Company in accordance with the provisions of this Indenture,
such designation shall be deemed to have occurred for all purposes of this
Indenture simultaneously with, and automatically upon, such Person becoming a
Subsidiary.

SECTION 4.11. Limitation on Liens.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien, except Permitted Liens, on any asset now owned or hereafter
acquired, or on any income or profits therefrom, unless all payments due under
this Indenture and the Notes are secured on an equal and ratable basis with the
obligations so secured (or, if such obligations are subordinated by their terms
to the Notes or the Subsidiary Guarantees, prior to the obligations so secured)
until such time as such obligations are no longer secured by a Lien.

<PAGE>

                                      -57-

SECTION 4.12. Limitation on Asset Sales.

          (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

     (i) the Company and/or such Restricted Subsidiary, as the case may be,
     receives consideration at the time of such Asset Sale at least equal to the
     fair market value (as conclusively evidenced by an Officers' Certificate
     delivered to the Trustee or, if such Asset Sale involves aggregate
     consideration in excess of $20.0 million, a resolution of the Board of
     Directors that is set forth in an Officers' Certificate delivered to the
     Trustee) of the assets or Capital Stock issued or sold or otherwise
     disposed of,

     (ii) at least 75% of the consideration therefor received by the Company
     and/or such Restricted Subsidiary is in the form of cash or Cash
     Equivalents, and

     (iii) if such Asset Sale involves Collateral, (A) it complies with the
     applicable provisions of the Security Documents and (B) all consideration
     received in such Asset Sale (including Additional Assets) shall, to the
     extent required by the Security Documents, be expressly made subject to the
     Lien under the Security Documents;

provided that the amount of (x) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet) of the Company or any
Restricted Subsidiary (other than Subordinated Debt) that are assumed by the
transferee of any such assets pursuant to a customary novation agreement that
releases the Company or such Restricted Subsidiary from further liability and
(y) any securities, notes or other obligations received by the Company or such
Restricted Subsidiary from such transferee, to the extent they are promptly
converted or monetized by the Company or such Restricted Subsidiary into cash
(to the extent of the cash received), shall be deemed to be cash for purposes of
this provision.

          (b) Within 360 days after the receipt of any Net Proceeds from an
Asset Sale, the Company or such Restricted Subsidiary may apply such Net
Proceeds, at its option:

     (i) to permanently repay Bank Obligations or Indebtedness of any Restricted
     Subsidiary that is not a Subsidiary Guarantor (and to correspondingly
     reduce commitments with respect thereto in the case of revolving
     borrowings); or

     (ii) to acquire Additional Assets (to the extent otherwise permitted by
     this Indenture) or make a capital expenditure, in each case in a Permitted
     Business (or enter into a binding commitment for any such acquisition or
     expenditure so long as any such Additional Assets are acquired or any such
     capital expenditure is made pursuant thereto within 180 days of the
     expiration of the aforementioned 360-day period).

<PAGE>

                                      -58-

          Pending the final application of any such Net Proceeds, the Company
may temporarily reduce the revolving Indebtedness under the New Credit Agreement
or otherwise invest such Net Proceeds in any manner that is not prohibited by
this Indenture. Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the first sentence of this paragraph will be deemed to
constitute "Excess Proceeds." On any date that the aggregate amount of Excess
Proceeds exceeds $20.0 million (an "Asset Sale Offer Trigger Date"), the Company
will be required to make an offer to all Holders of Notes (an "Asset Sale
Offer") to purchase the maximum principal amount of Notes and, if the Company is
required to do so under the terms of any other Indebtedness ranking pari passu
with such Notes ("Other Indebtedness"), such Other Indebtedness on a pro rata
basis with the Notes that may be purchased out of the Excess Proceeds, at a
purchase price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest, if any, thereon, to the date of
purchase in accordance with the procedures set forth in Section 4.12(c). To the
extent that the aggregate principal amount of Notes (and any Other Indebtedness
subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offer is
less than the Excess Proceeds, the Company may, subject to the other terms of
this Indenture, use any remaining Excess Proceeds for any purpose not prohibited
by this Indenture. If the aggregate principal amount of Notes surrendered by
Holders thereof in connection with any Asset Sale Offer exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro
rata basis. Upon completion of the Asset Sale Offer, the amount of Excess
Proceeds that was the subject of such Asset Sale Offer shall be reset at zero.

          (c) The Company shall mail (or cause the Trustee to mail) a notice of
a Asset Sale Offer by first-class mail, postage prepaid, to the record Holders
as shown on the register of Holders within 30 days following the Asset Sale
Offer Trigger Date, with a copy, if such notice is being mailed by the Company,
to the Trustee, containing all instructions and materials necessary to enable
such Holders to tender Notes pursuant to the Asset Sale Offer and shall state
the following terms:

     (i) that the Asset Sale Offer is being made pursuant to this Section 4.12
     and that all Notes tendered will be accepted for payment; provided,
     however, that if the aggregate principal amount of Notes and Other
     Indebtedness tendered in a Asset Sale Offer plus accrued interest at the
     expiration of such offer exceeds the Excess Proceeds, the Company shall
     select on a pro rata basis, the Notes and Other Indebtedness to be
     purchased (with such adjustments as may be deemed appropriate by the
     Company so that only Notes in denominations of $1,000, as applicable, or
     multiples thereof shall be purchased);

     (ii) the offer price (including the amount of accrued interest) and the
     Asset Sale Offer date of payment ("Asset Sale Offer Payment Date"), which
     shall be not less

<PAGE>

                                      -59-

     than 30 nor more than 60 days following the date notice of the applicable
     Asset Sale Offer is mailed;

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

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

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

     (vi) that Holders will be entitled to withdraw their election if the Paying
     Agent receives, not later than the close of business on the second Business
     Day prior to the Asset Sale Offer Payment Date, a telegram, facsimile
     transmission or letter setting forth the name of such Holder, the aggregate
     principal amount of the Notes such Holder delivered for purchase and a
     statement that such Holder is withdrawing his election to have such Notes
     purchased; and

     (vii) that Holders whose Notes are purchased only in part will be issued
     new Notes in an aggregate principal amount equal to the unpurchased portion
     of the Notes surrendered; provided, however, that each Note purchased and
     each new Note issued shall be in a principal amount of $1,000 or integral
     multiples thereof.

          (d) On or before the Asset Sale Offer Payment Date, the Company shall
(1) accept for payment Notes or portions thereof (in integral multiples of
$1,000) validly tendered and not withdrawn pursuant to the Asset Sale Offer, (2)
deposit with the Paying Agent an amount sufficient to pay the purchase price
plus accrued and unpaid interest, if any, of all Notes to be purchased and (3)
deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers' Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company. Upon receipt by the Paying
Agent of the monies specified in clause (2) above and a copy of the Officers'
Certificate specified in clause (3) above, the Paying Agent shall promptly mail
(or deliver by wire transfer) to the Holders of Notes so accepted payment in an
amount equal to the purchase price plus accrued and unpaid interest, if any, out
of the funds deposited with the Paying Agent in accordance with the preceding
sentence. The Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to such Holders new Notes equal in principal amount
to any unpurchased portion of the Notes surrendered, if any. Upon the payment of
the purchase price for the Notes accepted for purchase, the Trustee shall return
the Notes purchased to the Company

<PAGE>

                                      -60-

for cancellation. Any monies remaining after the purchase of Notes pursuant to a
Asset Sale Offer shall be returned within three business days by the Trustee to
the Company except with respect to monies owed as obligations to the Trustee
pursuant to Article Seven. For purposes of this Section 4.12, the Trustee shall
act as the Paying Agent.

          (e) The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.12, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
the provisions of this Section 4.12 by virtue thereof.

SECTION 4.13. Limitation on Dividend and Other Payment  Restrictions  Affecting
              Restricted Subsidiaries.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any restriction on the ability of any Restricted
Subsidiary to:

     (i)  (A) pay dividends or make any other distributions to the Company or
     any of its Restricted Subsidiaries:

               (1) on its Capital Stock, or

               (2) with respect to any other interest or participation in, or
          measured by, its profits, or

          (B) pay any Indebtedness owed to the Company or any of its Restricted
     Subsidiaries;

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

     (iii) transfer any of its properties or assets to the Company or any of its
     Restricted Subsidiaries;

except for such restrictions existing under or by reason of:

          (a) existing agreements as in effect on the Issue Date, including any
     amendment, modification or supplement thereof or replacement therefor so
     long as any such amendment, modification or supplement or replacement is
     not materially more restrictive than such existing agreement as in effect
     on the Issue Date;

<PAGE>

                                      -61-

          (b) Indebtedness permitted by this Indenture to be incurred containing
     restrictions on the ability of Restricted Subsidiaries to consummate
     transactions of the types described in clause (i), (ii) or (iii) above not
     materially more restrictive than those contained in this Indenture;

          (c) this Indenture and the Security Documents;

          (d) applicable law;

          (e) existing restrictions with respect to a Person acquired by the
     Company or any of its Restricted Subsidiaries (except to the extent such
     restrictions were put in place in connection with or in contemplation of
     such acquisition), which restrictions are not applicable to any Person, or
     the properties or assets of any Person, other than the Person, or the
     property or assets of the Person, so acquired;

          (f) customary non-assignment provisions in leases and other agreements
     entered into in the ordinary course of business;

          (g) construction loans and Purchase Money Obligations (including
     Capital Lease Obligations) for property acquired in the ordinary course of
     business that impose restrictions of the nature described in clause (iii)
     above on the property so constructed or acquired;

          (h) in the case of clause (iii) above, restrictions contained in
     security agreements or mortgages securing Indebtedness of a Restricted
     Subsidiary to the extent such restrictions restrict the transfer of the
     property subject to such security agreements or mortgages;

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

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

          (k) the New Credit Agreement and related documentation as the same is
     in effect on the Issue Date and as amended, modified, extended, renewed,
     refunded, refi-

<PAGE>

                                      -62-

     nanced, restated or replaced from time to time; provided that the New
     Credit Agreement and related documentation as so amended, modified,
     extended, reviewed, refunded, refinanced, restated or replaced is not
     materially more restrictive, taken as a whole, as to the matters enumerated
     above than the New Credit Agreement and related documentation as in effect
     on the Issue Date.

          For purposes of determining compliance with this Section 4.13, in the
event that a restriction meets the criteria of more than one of the categories
of permitted restrictions described in clauses (a) through (k) above, the
Company shall, in its sole discretion, classify such restriction in any matter
that complies with this Section 4.13 and such restriction will be treated as
existing pursuant to the clauses designated by the Company.

SECTION 4.14. Limitation on Transactions with Affiliates.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make any contract, agreement, understanding, loan, advance or Guarantee with,
or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless (i) the terms of such Affiliate Transaction are no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
those that could be obtained in a comparable arm's-length transaction with a
Person that is not an Affiliate of the Company and (ii) the Company delivers to
the Trustee (A) with respect to any Affiliate Transaction involving aggregate
consideration in excess of $10.0 million, a resolution of the Board of Directors
set forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above and that such Affiliate Transaction has been
approved by a majority of the Disinterested Members of the Board of Directors
and (B) with respect to any Affiliate Transaction involving aggregate
consideration in excess of $25.0 million, an opinion as to the fairness to the
Company or such Restricted Subsidiary of such Affiliate Transaction from a
financial point of view issued by an investment banking firm of national
standing; provided that:

          (1) transactions or payments pursuant to any employment arrangements
     or employee, officer or director benefit plans or arrangements entered into
     by the Company or any of its Restricted Subsidiaries in the ordinary course
     of business;

          (2) transactions between or among the Company and/or its Restricted
     Subsidiaries;

          (3) customary loans, advances, fees and compensation paid to, and
     indemnity provided on behalf of, officers, directors, employees or
     consultants of the Company or any of its Restricted Subsidiaries;

<PAGE>

                                      -63-

          (4) transactions pursuant to any contract or agreement in effect on
     the Issue Date, as the same may be amended, modified or replaced from time
     to time, so long as any such contract or agreement as so amended, modified
     or replaced is, taken as a whole, no less favorable to the Company and its
     Restricted Subsidiaries in any material respect than the contract or
     agreement as in effect on the Issue Date;

          (5) any Restricted Payment of the type described in clause (1) or (2)
     of the first paragraph of Section 4.10; and

          (6) any transaction entered into on an arm's-length basis in the
     ordinary course of business between the Company or any of its Restricted
     Subsidiaries, on the one hand, and any Joint Venture, on the other hand;
     provided that any such transaction (or series of related transactions) that
     involves $25.0 million or more in the aggregate shall be subject to prior
     approval by the Disinterested Members of the Board of Directors,

in each case, shall be deemed not to be Affiliate Transactions and therefore
(except as otherwise specified in such clauses) not subject to the requirements
of clauses (i) and (ii) of the first paragraph of this Section 4.14.

SECTION 4.15. Limitation on Sale and Lease-Back Transactions.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any Sale and Lease-Back Transaction; provided that
the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back
Transaction if:

          (a) the Company or such Restricted Subsidiary, as the case may be,
     could have:

          (i) incurred Indebtedness in an amount equal to the Attributable Debt
          relating to such Sale and Lease-Back Transaction pursuant to Section
          4.09 and

          (ii) incurred a Lien to secure such Indebtedness pursuant to Section
          4.11 without securing the Notes; and

          (b) the gross cash proceeds of such Sale and Lease-Back Transaction
     are at least equal to the fair market value of the property that is the
     subject of such Sale and Lease-Back Transaction.

SECTION 4.16. Impairment of Security Interest.

<PAGE>

                                      -64-

          Except as provided in the Security Documents, the Company shall not,
and shall not permit any Restricted Subsidiary to, take, or knowingly or
negligently omit to take, any action, which action or omission might or would
have the result of materially impairing the security interest in favor of the
Collateral Trustee for the benefit of the Trustee and the Holders of the Notes
with respect to the Collateral, and the Company will not, and will not permit
any Subsidiary Guarantor to, grant to any Person (other than the Collateral
Trustee for its benefit and the ratable benefit of the Trustee and the Holders
of the Notes and the Other Secured Obligations) any interest whatsoever in the
Collateral (other than Liens permitted by the applicable Security Documents).

SECTION 4.17. Line of Business.

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

SECTION 4.18. Reports to Holders.

          (a) Whether or not the Company and the Subsidiary Guarantors are then
subject to Section 13(a) or 15(d) of the Exchange Act, from and after the Issue
Date, the Company and the Subsidiary Guarantors shall electronically file with
the Commission, so long as the Notes are outstanding, the annual reports,
quarterly reports and other periodic reports that the Company and the Subsidiary
Guarantors would be required to file with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act if the Company and the Subsidiary Guarantors
were so subject, and such documents shall be filed with the Commission on or
prior to the respective dates (the "Required Filing Dates") by which the Company
and the Subsidiary Guarantors would be required so to file such documents if the
Company and the Subsidiary Guarantors were so subject, unless, in any case, such
filings are not then permitted by the Commission.

          (b) If such filings with the Commission are not then permitted by the
Commission, or such filings are not generally available on the Internet free of
charge, from and after the Issue Date, the Company and the Subsidiary Guarantors
shall, without charge to the Holders, within 15 days of each Required Filing
Date, transmit by mail to Holders, as their names and addresses appear in the
note register, and file with the Trustee copies of the annual reports, quarterly
reports and other periodic reports that the Company and the Subsidiary
Guarantors would be required to file with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act if the Company and the Subsidiary Guarantors
were subject to such Section 13(a) or 15(d) and, promptly upon written request,
supply copies of such documents to any prospective holder or beneficial owner at
the Company's cost.

<PAGE>

                                      -65-

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

SECTION 4.19. Guarantees by Restricted Subsidiaries.

          The Company shall not permit any Restricted Subsidiary that is not a
Subsidiary Guarantor, directly or indirectly, to Guarantee or secure the payment
of any other Indebtedness of the Company or any of its Restricted Subsidiaries
unless such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture to this Indenture providing for a Subsidiary Guarantee of
the payment of the Notes by such Restricted Subsidiary; provided that this
Section 4.19 shall not be applicable to:

     (i) any Guarantee of any Restricted Subsidiary that existed at the time
     such Person became a Restricted Subsidiary and was not incurred in
     connection with, or in contemplation of, such Person becoming a Restricted
     Subsidiary;

     (ii) to the extent permitted pursuant to Section 4.09, Guarantees of
     Indebtedness of a Restricted Subsidiary that is a Foreign Subsidiary by a
     Restricted Subsidiary that is a Foreign Subsidiary;

     (iii) any Guarantee arising under or in connection with performance bonds,
     indemnity bonds, surety bonds or letters of credit or bankers' acceptances;
     or

     (iv) Permitted Liens.

If the Guaranteed Indebtedness is subordinated in right of payment to the Notes
or any Subsidiary Guarantee, as applicable, pursuant to a written agreement to
that effect, the Guarantee of such guaranteed Indebtedness must be subordinated
in right of payment to the Subsidiary Guarantee to at least the extent that the
Guaranteed Indebtedness is subordinated to the Notes.

SECTION 4.20. Covenants Applicable if Notes Rated Investment Grade.

          Notwithstanding anything in this Article Four to the contrary, from
and after the first date when the Notes are rated Investment Grade (the
"Investment Grade Date"), (i) the Company's obligations to comply with Sections
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17 and clause (4) of Section
5.01(a) will terminate and cease to have any further effect and (ii) the
following paragraphs entitled "Limitation on Liens" and "Limitation on Sale and
Lease-Back Transactions" shall apply.

<PAGE>

                                      -66-

          Limitation on Liens. So long as any Notes remain outstanding, the
Company will not, and will not permit any Restricted Subsidiary to, incur,
issue, assume or guarantee any Indebtedness secured by any Lien on or in respect
of Principal Property owned by the Company or any Restricted Subsidiary, or any
shares of stock or Indebtedness of any Restricted Subsidiary, without
effectively providing that the Notes (together with, if the Company shall so
determine, any other Indebtedness of the Company or such Restricted Subsidiary
then existing or thereafter created which is not subordinate to the Notes) shall
be secured equally and ratably with (or prior to) such secured Indebtedness, so
long as such secured Indebtedness shall be so secured, unless, after giving
effect thereto, the aggregate principal amount of all such secured Indebtedness
then outstanding plus all Attributable Debt of the Company and its Restricted
Subsidiaries in respect of any sale and lease-back transaction (as defined in
the next succeeding subheading set forth) entered into after the Investment
Grade Date (other than the sale and lease-back transactions permitted by the
next succeeding subheading set forth) would not exceed an amount equal to 10% of
Consolidated Net Tangible Assets; provided, however, that nothing contained in
this subheading shall prevent, restrict or apply to, and there shall be excluded
from secured Indebtedness in any computation under this subheading, Indebtedness
secured by:

          (1) Liens existing as of the Investment Grade Date on any property or
     assets owned or leased by the Company or any Restricted Subsidiary;

          (2) Liens on property or assets of, or on any shares of stock or
     Indebtedness of, any corporation existing at the time such corporation
     becomes a Restricted Subsidiary;

          (3) Liens on any property or assets or shares of stock or Indebtedness
     existing at the time of acquisition thereof (including acquisition through
     merger or consolidation) or to secure the payment of all or any part of the
     purchase price or construction cost thereof or to secure any Indebtedness
     incurred prior to, at the time of or within 120 days after the later of
     acquisition of such property or assets or shares of stock or Indebtedness
     or the completion of any such construction and the commencement of
     operation of such property, for the purpose of financing all or any part of
     the purchase price or construction cost thereof;

          (4) Liens on any property or assets to secure all or any part of the
     cost of development, operation, construction, alteration, repair or
     improvement of all or any part of such property or assets, or to secure
     Indebtedness incurred prior to, at the time of or within 120 days after
     completion of such development, operation, construction, alteration, repair
     or improvement, whichever is later, for the purpose of financing all or any
     part of such cost;

<PAGE>

                                      -67-

          (5) Liens in favor of, or which secure Indebtedness owing to, the
     Company or a Restricted Subsidiary;

          (6) Liens arising from the assignment of moneys due and to become due
     under contracts between the Company or any Restricted Subsidiary and the
     United States of America, any state, commonwealth, territory or possession
     thereof or any agency, department, instrumentality or political subdivision
     of any thereof; or Liens in favor of the United States of America, any
     state, commonwealth, territory or possession thereof or any agency,
     department, instrumentality or political subdivision of any thereof, to
     secure progress, advance or other payments pursuant to any contract or
     provision of any statute, or pursuant to the provisions of any contract not
     directly or indirectly in connection with securing Indebtedness;

          (7) any deposit or pledge as security for the performance of any bid,
     tender, contract, lease or undertaking not directly or indirectly in
     connection with the securing of Indebtedness; any deposit or pledge with
     any governmental agency required or permitted to qualify the Company or any
     Restricted Subsidiary to conduct business, to maintain self-insurance or to
     obtain the benefits of any law pertaining to worker's compensation,
     unemployment insurance, old age pensions, social security or similar
     matters, or to obtain any stay or discharge in any legal or administrative
     proceedings; deposits or pledges to obtain the release of mechanics',
     workers', repairmen's, materialmen's or warehousemen's liens on the release
     of property in the possession of a common carrier; any security interest
     created in connection with the sale, discount or guarantee of notes,
     chattel mortgages, leases, accounts receivable, trade acceptances or other
     paper, or contingent repurchase obligations, arising out of sales of
     merchandise in the ordinary course of business; Liens for taxes not yet due
     and payable or being contested in good faith; or other deposits or pledges
     similar to those referred to in this clause (7);

          (8) Liens arising by reason of any attachment, judgment, decree or
     order of any court or other governmental authority, so long as any
     appropriate legal proceedings which may have been initiated for review of
     such attachment, judgment, decree or order shall not have been finally
     terminated or so long as the period within which such proceedings may be
     initiated shall not have expired;

          (9) Liens created after the Investment Grade Date on property leased
     to or purchased by the Company or any Restricted Subsidiary after the
     Investment Grade Date and securing, directly or indirectly, obligations
     issued by a state, commonwealth, territory or possession of the United
     States of America, or any political subdivision of any of the foregoing, or
     the District of Columbia, to finance the cost of acquisition or cost of
     construction of such property; and

<PAGE>

                                      -68-

          (10) any extension, renewal, substitution or replacement (or
     successive extensions, renewals, substitutions or replacements), as a whole
     or in part, of any Lien referred to in clauses (1) through (9) above or the
     Indebtedness secured thereby; provided that (1) such extension, renewal,
     substitution or replacement Lien shall be limited to all or any part of the
     same property or assets, shares of stock or Indebtedness that secured the
     Lien extended, renewed, substituted or replaced (plus improvements on such
     property and any other property or assets not then constituting a Principal
     Property) and (2) to the extent, if any, that the Indebtedness secured by
     such Lien at such time is increased, the amount of such increase shall not
     be excluded from secured Indebtedness under any computation under this
     subheading.

Indebtedness created by the Company or any Restricted Subsidiary shall not be
cumulated with a guarantee of the same Indebtedness by the Company or any other
Restricted Subsidiary for the same financial obligation.

          Limitation on Sale and Lease-Back Transactions. As long as any Notes
are outstanding, the Company will not itself, and will not permit any Restricted
Subsidiary to, enter into any arrangement after the Investment Grade Date with
any bank, insurance company or other lender or investor (not including the
Company or any Restricted Subsidiary) providing for the leasing by the Company
or any such Restricted Subsidiary for a period, including renewals, in excess of
three years of any Principal Property which was or is owned by the Company or
such Restricted Subsidiary which has been or is to be sold or transferred, more
than 120 days after such property has been owned by the Company or such
Restricted Subsidiary and completion of construction and commencement of full
operation thereof, to such lender or investor or to any Person to whom funds
have been or are to be advanced by such lender or investor on the security of
such Principal Property (herein referred to as a "sale and lease-back
transaction") unless either:

          (a) The Attributable Debt of the Company and its Restricted
     Subsidiaries in respect of such sale and lease-back transaction and all
     other sale and lease-back transactions entered into after the Investment
     Grade Date (other than sale and lease-back transactions permitted by the
     following paragraph (b)) plus the aggregate principal amount of
     Indebtedness secured by Liens on Principal Properties then outstanding
     (excluding any such Indebtedness secured by Liens covered in clauses (1)
     through (10) of the subheading set forth immediately above) without equally
     and ratably securing the Notes then outstanding, would not exceed 10% of
     Consolidated Net Tangible Assets, or

          (b) The Company, within 120 days after the sale or transfer, applies
     an amount equal to the value of the Principal Property so sold and leased
     back at the time of entering into such arrangement (as determined by the
     Company) to (x) the retire-

<PAGE>

                                      -69-

     ment of Funded Debt (including any Notes constituting Funded Debt to the
     extent such retirement would not be prohibited by the terms of this
     Indenture at such time) of the Company or (y) the acquisition of
     properties, facilities or equipment used for general operating purposes for
     the Company or any Restricted Subsidiary; provided, that the amount to be
     applied to the retirement of Funded Debt of the Company pursuant to this
     subparagraph (b) shall be reduced by (i) the principal amount of any Notes
     delivered within 120 days after such sale or transfer to the Trustee for
     redemption and cancellation, and (ii) the principal amount of Funded Debt
     other than Notes, voluntarily retired by the Company within 120 days after
     such sale, whether or not any such retirement of Funded Debt covered by
     subclause (i) or (ii) above shall be specified as being made pursuant to
     this subparagraph (b). Notwithstanding the foregoing, no retirement
     referred to in this subparagraph (b) may be effected by payment at maturity
     or pursuant to any mandatory sinking fund payment or any mandatory
     prepayment provision.

          Notwithstanding the foregoing, where the Company or any Restricted
Subsidiary is the lessee in any sale and lease-back transaction, Attributable
Debt shall not include any Indebtedness resulting from the guarantee by the
Company or any other Restricted Subsidiary of the lessee's obligation
thereunder.

SECTION 4.21. Further Assurances.

     (a) The Company shall, and shall cause each of its Restricted Subsidiaries
to, execute and deliver such additional instruments, certificates or documents,
and take all such actions as may be reasonably required from time to time in
order to:

          (1) carry out more effectively the purposes of the Security Documents;

          (2) create, grant, perfect and maintain the validity, effectiveness
and priority of any of the Security Documents and the Liens created, or intended
to be created, by the Security Documents; and

          (3) ensure the protection and enforcement of any of the rights granted
or intended to be granted to the Collateral Trustee under any other instrument
executed in connection therewith.

     (b) Upon the exercise by the Collateral Trustee, the Trustee or any Holder
of any power, right, privilege or remedy under this Indenture or any of the
Security Documents which requires any consent, approval, recording,
qualification or authorization of any governmental authority, the Company shall,
and shall cause each of its Restricted Subsidiaries to, execute and deliver all
applications, certifications, instruments and other documents and papers that
may be required from the Company or any of its Restricted Subsidiaries for such
governmental consent, approval, recording, qualification or authorization.

<PAGE>

                                      -70-

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01. Consolidation, Merger and Sale of Assets.

          (a) The Company may not consolidate with or merge with or into, or
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of its assets in one or more related transactions to, any Person, or permit any
Person to merge with or into it unless each of the following conditions is
satisfied:

          (1) immediately after giving effect to such transaction and any
     related incurrence of Indebtedness or issuance of Disqualified Stock, no
     Default or Event of Default shall have occurred and be continuing;

          (2) the continuing Person, if other than the Company, is a corporation
     or limited liability company organized under the laws of the United States,
     one of the States thereof or the District of Columbia;

          (3) either (i) the Company shall be the continuing Person, or (ii) the
     entity formed by such consolidation or into which the Company is merged, or
     the Person to which such properties and assets will have been conveyed,
     transferred or leased, assumes the Company's obligation as to the due and
     punctual payment of the principal of (and premium, if any, on) and
     interest, if any, on the Notes and the performance and observance of every
     covenant to be performed by the Company under this Indenture, the Notes and
     the Security Documents;

          (4) the Company or the entity or the Person formed by or surviving any
     such consolidation or merger (if other than the Company), or to which such
     sale, assignment, transfer, conveyance or other disposition shall have been
     made, at the time of such transaction and after giving pro forma effect
     thereto, would be able to incur at least $1.00 of Indebtedness under
     Section 4.09(a); provided that the foregoing provisions of this clause (4)
     shall not apply in the case of a consolidation or merger of the Company
     with or into a Person that has no outstanding Indebtedness at the time of
     such consolidation or merger so long as, after giving pro forma effect
     thereto on the date thereof, the Fixed Charge Coverage Ratio does not
     decrease from what it was immediately prior to such transaction; and

          (5) the Company has delivered to the Trustee an Officers' Certificate
     and Opinion of Counsel stating that the transaction complies with these
     conditions.

<PAGE>

                                      -71-

          The foregoing shall not prohibit the merger or consolidation of a
Wholly Owned Restricted Subsidiary with the Company; provided that, in
connection with any such merger or consolidation, no consideration, other than
Qualified Capital Stock in the surviving Person or the Company, shall be issued
or distributed to the holders of Capital Stock of the Company.

          (b) No Subsidiary Guarantor may:

     (1)  consolidate with or merge with or into any Person; or

     (2)  sell, assign, transfer, convey or otherwise dispose of all or
          substantially all of its assets in one or more related transactions,
          to any Person; or

     (3)  permit any Person to merge with or into the Subsidiary Guarantor
          unless the Company has delivered to the Trustee an Officers'
          Certificate and Opinion of Counsel stating that the transaction
          complies with the following conditions and each of the following
          conditions is satisfied:

               (A) the other Person is the Company or any Wholly Owned
          Restricted Subsidiary that is a Subsidiary Guarantor or becomes a
          Subsidiary Guarantor concurrently with the transaction; or

               (B) (1) either (x) the Subsidiary Guarantor shall be the
          continuing Person or (y) the entity formed by such consolidation or
          into which the Subsidiary Guarantor is merged, assumes the Subsidiary
          Guarantor's Guarantee on the Notes and the performance and observance
          of every covenant to be performed by the Subsidiary Guarantor under
          this Indenture, the Notes and the Security Documents; and

               (2) the continuing Person, if other than the Subsidiary
          Guarantor, is a corporation or limited liability company organized
          under the laws of the United States, one of the States thereof or the
          District of Columbia and immediately after giving effect to the
          transaction and any related incurrence of Indebtedness or issuance of
          Disqualified Stock, no Default or Event of Default shall have occurred
          and be continuing; or

               (C) the transaction constitutes a sale or other disposition
          (including by way of consolidation or merger) of the Subsidiary
          Guarantor or the sale or disposition of all or substantially all the
          assets of the Subsidiary Guarantor (in each case other than to the
          Company or a Restricted Subsidiary) and at the time of such
          transaction and after giving pro forma effect thereto, the Company

<PAGE>

                                      -72-

          could satisfy the provisions of clause (4) of Section 5.01(a) and the
          transaction is otherwise permitted by this Indenture.

          (c) The sale, assignment, transfer, conveyance or other disposition by
the Company of all or substantially all its property or assets taken as a whole
to one or more of the Company's Subsidiaries shall not relieve the Company from
its obligations under this Indenture and the Notes. In addition, the Company
shall not lease all or substantially all its assets in one or more related
transactions to another Person.

SECTION 5.02. Successor Person Substituted.

          Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of either the Company or any Restricted
Subsidiary in accordance with Section 5.01, the successor corporation or limited
liability company formed by such consolidation or into which the Company is
merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of the Company or such Restricted
Subsidiary under this Indenture with the same effect as if such successor
corporation had been named as the Company or such Restricted Subsidiary herein,
and thereafter the predecessor corporation shall be relieved of all obligations
and covenants under this Indenture and the Notes.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

          Each of the following constitutes an "Event of Default" with respect
to the Notes:

          (1) default for 30 days in the payment when due of interest on the
     Notes;

          (2) default in payment when due of the principal of or premium, if
     any, on the Notes, at maturity or otherwise;

          (3) failure by the Company to comply with the provisions in Section
     4.08, Section 4.12 or Section 5.01;

          (4) failure by the Company for 60 days after receipt of notice by the
     Trustee or Holders of at least 25% in aggregate principal amount of Notes
     then outstanding to comply with any of the other agreements in this
     Indenture or the Notes;

<PAGE>

                                      -73-

          (5) the occurrence of any default under any mortgage, indenture or
     instrument under which there may be issued or by which there may be secured
     or evidenced any Indebtedness for money borrowed by the Company or any of
     its Significant Subsidiaries (or any Indebtedness for money borrowed
     Guaranteed by the Company or any of its Significant Subsidiaries if the
     Company or a Significant Subsidiary does not perform its payment
     obligations under such Guarantee within any grace period provided for in
     the documentation governing such Guarantee), whether such Indebtedness or
     Guarantee exists on the Issue Date or is thereafter created, which default
     (a) constitutes a Payment Default or (b) results in the acceleration of
     such Indebtedness prior to its Stated Maturity, and in each case, the
     principal amount of any such Indebtedness, together with the principal
     amount of any other such Indebtedness under which there has been a Payment
     Default or that has been so accelerated, aggregates $25.0 million or more;

          (6) failure by the Company or any of its Significant Subsidiaries to
     pay a final judgment or final judgments aggregating in excess of $25.0
     million, which judgment or judgments are not paid, discharged or stayed for
     a period of 60 days;

          (7) (A) a court having jurisdiction over the Company or any of its
     Significant Subsidiaries enters (x) a decree or order for relief in respect
     of the Company or any of its Significant Subsidiaries in an involuntary
     case or proceeding under any applicable federal or state bankruptcy,
     insolvency, reorganization or other similar law or (y) a decree or order
     adjudging the Company or any of its Significant Subsidiaries bankrupt or
     insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company or any of its Significant Subsidiaries under any applicable
     federal or state law, or appointing a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the Company or
     any of its Significant Subsidiaries or of any substantial part of its or
     such Significant Subsidiary's property, or ordering the winding up or
     liquidation of its or such Significant Subsidiary's affairs, and the
     continuance of any such decree or order for relief or any such other decree
     or order unstayed and in effect for a period of 60 consecutive days or (B)
     the Company or any Significant Subsidiary (i) commences a voluntary case
     under any applicable bankruptcy, insolvency or other similar law now or
     hereafter in effect, or consents to the entry of an order for relief in an
     involuntary case under any such law, (ii) consents to the appointment of or
     taking possession by a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Company or any Significant
     Subsidiary or for all or substantially all the property and assets of the
     Company or any Significant Subsidiary or (iii) effects any general
     assignment for the benefit of creditors; or

<PAGE>

                                      -74-

          (8) any Subsidiary Guarantee or any Security Document (or any security
     interest created thereby) shall be held in any judicial proceeding to be
     unenforceable or invalid or shall cease for any reason to be in full force
     and effect or the Company or any Subsidiary Guarantor, or any Person acting
     on behalf of any Subsidiary Guarantor, shall deny or disaffirm its
     obligations under any Subsidiary Guarantee or any Security Document.

SECTION 6.02. Acceleration of Maturity; Rescission.

          (a) If an Event of Default (other than an Event of Default specified
in Section 6.01(7) with respect to the Company or any Subsidiary Guarantor)
occurs and is continuing under this Indenture, the Trustee or the Holders of at
least 25% in aggregate principal amount of Notes then outstanding, by written
notice to the Company (and to the Trustee if such notice is given by the
Holders) may, and the Trustee at the request of such Holders shall, declare the
principal of and premium, if any, and accrued interest, if any, on the Notes to
be immediately due and payable. Upon a declaration of acceleration, such
principal, premium, if any, and accrued interest, if any, shall be immediately
due and payable. If an Event of Default specified in Section 6.01(7) occurs with
respect to the Company or any Subsidiary Guarantor, the principal of and
premium, if any, and accrued interest, if any, on the Notes then outstanding
shall become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.

          (b) The Holders of at least a majority in principal amount of the
outstanding Notes, by written notice to the Company and to the Trustee, may
waive all past defaults and rescind and annul a declaration of acceleration and
its consequences if:

     (i) all existing Events of Default, other than the nonpayment of the
     principal of and premium, if any, and interest, if any, on such Notes that
     have become due solely by such declaration of acceleration, have been cured
     or waived; and

     (ii) the rescission would not conflict with any judgment or decree of a
     court of competent jurisdiction.

SECTION 6.03. Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and accrued interest, if any, on
the Notes or to enforce the performance of any provision of the Notes or this
Indenture and may take any necessary action requested of it as Trustee to
settle, compromise, adjust or otherwise conclude any proceedings to which it is
a party.

<PAGE>

                                      -75-

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Noteholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

SECTION 6.04. Waiver of Past Defaults and Events of Default.

          So long as the Notes are not then due and payable by reason of a
declaration of acceleration, the Holders of a majority in aggregate principal
amount of Notes at the time outstanding may, on behalf of the Holders of all the
Notes, waive any past Default with respect to such Notes and its consequences by
providing written notice thereof to the Company and the Trustee, except a
Default (1) in the payment of interest on or the principal of any Note or (2) in
respect of a covenant or provision hereof or of the Notes that under this
Indenture cannot be modified or amended without the consent of the Holder of
each outstanding Note affected. In the case of any such waiver, the Company, the
Trustee and the Holders of the Notes will be restored to their former positions
and rights under this Indenture, respectively; provided that no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereto.

SECTION 6.05. Control by Majority.

          The Holders of a majority in aggregate principal amount of the
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture or that may
involve the Trustee in personal liability. A Holder may not pursue any remedy
with respect to this Indenture or the Notes unless:

          (1) the Holder gives the Trustee written notice of a continuing Event
     of Default;

          (2) the Holders of at least 25% in aggregate principal amount of
     outstanding Notes make a written request to the Trustee to pursue the
     remedy;

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

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

<PAGE>

                                      -76-

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

          However, such limitations do not apply to the right of any Holder of a
Note to receive payment of the principal of or premium, if any, or interest, if
any, on such Note or to bring suit for the enforcement of any such payment, on
or after the due date expressed in the Notes, which right shall not be impaired
or affected without the consent of the Holder.

SECTION 6.06. Limitation on Suits.

          A Holder may not pursue any remedy with respect to this Indenture or
the Notes unless:

          (1) the Holder gives the Trustee written notice of a continuing Event
     of Default;

          (2) the Holders of at least 25% in aggregate principal amount of
     outstanding Notes make a written request to the Trustee to pursue the
     remedy;

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

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

          (5) during such 60-day period, the Holders of at least a majority in
     aggregate principal amount of the outstanding Notes do not give the Trustee
     a direction that is inconsistent with the request.

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

SECTION 6.07. No Personal Liability of Directors, Officers, Employees and
              Stockholders.

          No director, officer, employee, incorporator, member of the Board of
Directors or holder of Capital Stock of the Company or any Subsidiary Guarantor,
as such, will have any liability for any obligations of the Company and the
Subsidiary Guarantors under the Notes, the Subsidiary Guarantees or this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations. Each Holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for
issuance of the Notes.

<PAGE>

                                      -77-

SECTION 6.08. Rights of Holders To Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of the principal of or premium, if any,
or interest, if any, on such Note or to bring suit for the enforcement of any
such payment, on or after the due date expressed in the Notes shall not be
impaired or affected without the consent of the Holder.

SECTION 6.09. Collection Suit by Trustee.

          If an Event of Default in payment of principal, premium or interest
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any Subsidiary Guarantor (or any other obligor on the Notes) for the
whole amount of unpaid principal and accrued interest remaining unpaid, together
with interest on overdue principal and, to the extent that payment of such
interest is lawful, interest on overdue installments of interest, in each case
at the rate set forth in the Notes, and such further amounts as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

SECTION 6.10. Trustee May File Proofs of Claim.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (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 7.07) and the Noteholders allowed in any
judicial proceedings relative to the Company or any Subsidiary Guarantor (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same after
deduction of its charges and expenses to the extent that any such charges and
expenses are not paid out of the estate in any such proceedings and any
custodian in any such judicial proceeding is hereby authorized by each
Noteholder 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
Noteholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder any plan
or reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Noteholder thereof, or to authorize the Trustee to vote in
respect of the claim of any Noteholder in any such proceedings. All rights of
action and claims under this Indenture or the Notes may be prosecuted and
enforced by the Trustee without the possession of any of the Notes thereof in

<PAGE>

                                      -78-

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

SECTION 6.11. Priorities.

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

          FIRST: to the Trustee for amounts due under Section 7.07;

          SECOND: to Noteholders for amounts due and unpaid on the Notes for
     principal, premium, if any, and interest (including Additional Interest, if
     any) as to each, ratably, without preference or priority of any kind,
     according to the amounts due and payable on the Notes; and

          THIRD: to the Company or, to the extent the Trustee collects any
     amount from any Subsidiary Guarantor, to such Subsidiary Guarantor.

          The Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 6.11.

SECTION 6.12. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a
Noteholder pursuant to Section 6.08 or a suit by Noteholders of more than 10% in
principal amount of the Notes then outstanding.

<PAGE>

                                      -79-

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

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

          The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

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

          (1) The Trustee need perform only those duties that are specifically
     set forth in this Indenture and no others.

          (2) In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture but, in
     the case of any such certificates 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 on their face to the requirements of this Indenture (but need not
     confirm or investigate the accuracy of mathematical calculations or other
     facts stated therein). Whenever in the administration of this Indenture the
     Trustee shall deem it desirable that a matter be proved or established
     prior to taking, suffering or omitting any action hereunder, the Trustee
     (unless other evidence be herein specifically prescribed) may, in the
     absence of bad faith on its part, conclusively rely upon an Officers'
     Certificate, subject to the requirement in the preceding sentence, if
     applicable.

          (c) The Trustee may not be relieved from any liability it might
otherwise have for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that:

<PAGE>

                                      -80-

          (1) This paragraph does not limit the effect of paragraph (b) of this
     Section 7.01.

          (2) The Trustee shall not be liable for any error of judgment made in
     good faith, unless it is proved that the Trustee was negligent in
     performing such investigation and review as is specifically required
     hereunder (or under the TIA) of the Trustee in such circumstances.

          (3) The Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to the terms hereof.

          (d) Whether or not therein expressly so provided, paragraphs (a), (b),
(c) and (e) of this Section 7.01 shall govern every provision of this Indenture
that in any way relates to the Trustee.

          (e) 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 security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

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

SECTION 7.02. Rights of Trustee.

          Subject to Section 7.01:

          (1) The Trustee may conclusively rely on any document (whether in its
     original or facsimile form) reasonably believed by it to be genuine and to
     have been signed or presented by the proper person. The Trustee need not
     investigate any fact or matter stated in the document except as otherwise
     provided herein.

          (2) Before the Trustee acts or refrains from acting, it may require an
     Officers' Certificate or an Opinion of Counsel, or both, which shall
     conform to the provisions of Section 12.05. The Trustee shall be protected
     and shall not be liable for any action it takes or omits to take in good
     faith in reliance on such certificate or opinion.

<PAGE>

                                      -81-

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

          (4) The Trustee shall not be liable for any action it takes or omits
     to take in good faith which it reasonably believes to be authorized or
     within its rights or powers; provided that the Trustee's conduct does not
     constitute gross negligence or bad faith.

          (5) The Trustee may consult with counsel of its selection, and the
     advice or opinion of such counsel as to matters of law shall be full and
     complete authorization and protection from liability in respect of any
     action taken, omitted or suffered by it hereunder in good faith and in
     accordance with the advice or opinion of such counsel.

          (6) The rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder, and each agent, custodian and other person employed
     to act hereunder.

SECTION 7.03. Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise deal with the Company or any Subsidiary Guarantor, or
any Affiliates thereof, with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee, however, shall
be subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes or any Subsidiary
Guarantee, it shall not be accountable for the Company's or any Subsidiary
Guarantor's use of the proceeds from the sale of Notes or any money paid to the
Company or any Subsidiary Guarantor pursuant to the terms of this Indenture and
it shall not be responsible for any statement in the Notes, any Subsidiary
Guarantee or this Indenture other than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

          If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall give to each Noteholder a notice of the Default
within 90 days after it occurs in the manner and to the extent provided in the
TIA and otherwise as provided in this Indenture. Except in the case of a Default
in payment of the principal of or interest on any Note (including payments
pursuant to a redemption or repurchase of the Notes pursuant to the provisions

<PAGE>

                                      -82-

of this Indenture), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of Noteholders.

SECTION 7.06. Reports by Trustee to Holders.

          If required by TIA (S) 313(a), within 60 days after May 15 of any year
following the date of this Indenture the Trustee shall mail to each Noteholder a
brief report dated as of such date that complies with TIA (S)313(a). The
Trustee also shall comply with TIA (S) 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA (S) 313(c) and TIA (S) 313(d).

          Reports pursuant to this Section 7.06 shall be transmitted by mail:

          (1) to all Holders of Notes, as the names and addresses of such
     Holders appear on the Registrar's books; and

          (2) to such Holders of Notes as have, within the two years preceding
     such transmission, filed their names and addresses with the Trustee for
     that purpose.

          A copy of each report at the time of its mailing to Noteholders shall
be filed with the Commission and each stock exchange on which the Notes are
listed. The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange or delisted therefrom.

SECTION 7.07. Compensation and Indemnity.

          The Company and the Subsidiary Guarantors shall pay to the Trustee and
Agents from time to time reasonable compensation for their services hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust). The Company and the
Subsidiary Guarantors shall reimburse the Trustee and Agents upon request for
all reasonable disbursements, expenses and advances incurred or made by them in
connection with the Trustee's duties under this Indenture, including the
reasonable compensation, disbursements and expenses of the Trustee's agents and
external counsel, except any expense disbursement or advance as may be
attributable to its negligence or bad faith.

          The Company and the Subsidiary Guarantors, jointly and severally,
shall fully indemnify each of the Trustee and any predecessor Trustee for, and
hold each of them harmless against, any and all loss, damage, claim, liability
or expense, including, without limitation, taxes (other than taxes based on the
income of the Trustee or such Agent) and reasonable attorneys' fees and expenses
incurred by each of them in connection with the acceptance or

<PAGE>

                                      -83-

performance of its duties under this Indenture including the reasonable 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
(including, without limitation, settlement costs). The Trustee or Agent shall
notify the Company and the Subsidiary Guarantors in writing promptly of any
claim of which a Responsible Officer of the Trustee has actual knowledge
asserted against the Trustee or Agent for which it may seek indemnity; provided
that the failure by the Trustee or Agent to so notify the Company and the
Subsidiary Guarantors shall not relieve the Company and Subsidiary Guarantors of
their obligations hereunder except to the extent the Company and the Subsidiary
Guarantors are actually prejudiced thereby. In the event that a conflict of
interest exists, the Trustee may have separate counsel and the Company shall pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

          Notwithstanding the foregoing, the Company and the Subsidiary
Guarantors need not reimburse the Trustee for any expense or indemnify it
against any loss or liability incurred by the Trustee through its own negligence
or bad faith.

          To secure the payment obligations of the Company and the Subsidiary
Guarantors in this Section 7.07, the Trustee shall have a lien prior to the
Notes on all money or property held or collected by the Trustee except for such
money or property held in trust to pay principal of and interest on particular
Notes.

          The obligations of the Company and the Subsidiary Guarantors under
this Section 7.07 to compensate and indemnify the Trustee, Agents and each
predecessor Trustee and to pay or reimburse the Trustee, Agents and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Company and each of the Subsidiary Guarantors and
shall survive the resignation or removal of the Trustee and the satisfaction,
discharge or other termination of this Indenture, including any termination or
rejection hereof under any Bankruptcy Law.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any
Bankruptcy Law.

          For purposes of this Section 7.07, the term "Trustee" shall include
any trustee appointed pursuant to this Article Seven.

SECTION 7.08. Replacement of Trustee.

          The Trustee may resign by so notifying the Company and the Subsidiary
Guarantors in writing. The Holders of a majority in principal amount of the
outstanding Notes may remove the Trustee by notifying the Company and the
removed Trustee in writing and may

<PAGE>

                                      -84-

appoint a successor Trustee with the Company's written consent, which consent
shall not be unreasonably withheld. The Company may remove the Trustee at its
election if:

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

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

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

          (4) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

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

          If the Trustee fails to comply with Section 7.10, any Noteholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07, transfer all property held by it as Trustee to the successor Trustee, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its succession to
each Noteholder. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

<PAGE>

                                      -85-

SECTION 7.10. Eligibility; Disqualification.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1) and (2) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $100 million as set forth in the most recent applicable published
annual report of condition. The Trustee shall comply with TIA (S) 310(b),
including the provision in (S) 310(b)(1).

SECTION 7.11. Preferential Collection of Claims Against Company.

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

SECTION 7.12. Paying Agents.

          The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

          (A) that it will hold all sums held by it as agent for the payment of
     principal of, or premium, if any, or interest on, the Notes (whether such
     sums have been paid to it by the Company or by any obligor on the Notes) in
     trust for the benefit of Holders of the Notes or the Trustee;

          (B) that it will at any time during the continuance of any Event of
     Default, upon written request from the Trustee, deliver to the Trustee all
     sums so held in trust by it together with a full accounting thereof; and

          (C) that it will give the Trustee written notice within three (3)
     Business Days of any failure of the Company (or by any other obligor on the
     Notes) in the payment of any installment of the principal of, premium, if
     any, or interest on, the Notes when the same shall be due and payable.

<PAGE>

                                      -86-

                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01. Without Consent of Noteholders.

          The Company, the Guarantors and Trustee may modify and amend this
Indenture or any Security Document without the consent of any Holder, for any of
the following purposes:

          (i) to cure any ambiguity, omission, defect or inconsistency in this
     Indenture or any Security Document;

          (ii) to the extent permitted by this Indenture, to provide for the
     assumption by a successor of the Company of its obligations under this
     Indenture or any Security Document;

          (iii) to provide for uncertificated Notes, subject to certain
     conditions;

          (iv) to secure the Notes under this Indenture, to add Subsidiary
     Guarantees with respect to the Notes, or to confirm and evidence the
     release, termination or discharge of any such security or Subsidiary
     Guarantee when such release, termination or discharge is permitted
     elsewhere in this Indenture;

          (v) to add to the covenants of the Company for the benefit of the
     Holders or to surrender any right or power conferred upon the Company;

          (vi) to the extent permitted by this Indenture, to provide for or
     confirm the issuance of Additional Notes;

          (vii) to make any other change that does not adversely affect the
     rights of any Holder;

          (viii) to comply with any requirement of the Commission in connection
     with qualification of this Indenture under the TIA or otherwise; or

          (ix) to add or release Collateral as permitted under the terms of this
     Indenture or the Security Documents.

<PAGE>

                                      -87-

SECTION 8.02. With Consent of Noteholders.

          (a) The Company, the Guarantors and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Notes, may execute supplemental indentures adding any provisions to or changing
in any manner or eliminating any provision of this Indenture or any Security
Document or modifying the rights of such Holders (it being understood that the
provisions of the Security Documents which may by their terms be amended or
waived without the consent of the Noteholders do not require the consent of the
Noteholders contemplated hereby).

          (b) However, no modification or amendment of this Indenture or the
Security Documents may, without the consent of each Holder affected thereby,

          (1) change the Stated Maturity of the principal of, or any installment
     of interest on, any Note or alter the provisions with respect to
     redemption,

          (2) reduce the principal amount of or premium, if any, or interest, if
     any, on any Note,

          (3) reduce any amount payable upon the occurrence of an Event of
     Default,

          (4) after the obligation has arisen to make a Change of Control Offer
     or an Asset Sale Offer, amend, change or modify in any material respect the
     obligation of the Company to make and complete such Change of Control Offer
     or make and complete such Asset Sale Offer,

          (5) change the place or currency of payment of principal of or
     premium, if any, or interest, if any, on any Note,

          (6) impair the right to institute suit for the enforcement of any
     payment on or after the Stated Maturity (or, in the case of a redemption,
     on or after the applicable Redemption Date) of any Note or in any way
     change Section 6.08,

          (7) in any way change Section 6.04 or this Section 8.02 or the
     respective related definitions or reduce the percentage or aggregate
     principal amount of outstanding Notes the consent of whose Holders is
     necessary to modify, amend or waive compliance with the terms of any
     Security Document,

          (8) waive a default in the payment of principal of or premium, if any,
     or interest, if any, on the Notes (except as set forth under Section 6.01),

          (9) modify or change any provision of this Indenture affecting the
     ranking of the Notes or the Subsidiary Guarantees in a manner adverse to
     the Holders of the

<PAGE>

                                      -88-

     Notes (it being understood that amendments or waivers of Security Documents
     or releases of Collateral do not relate to ranking), or

          (10) release any Subsidiary Guarantor from any of its obligations
     under its Subsidiary Guarantee or this Indenture other than in accordance
     with the other provisions of this Indenture, or amend or modify any
     provision relating to such release.

          (c) It shall not be necessary for the consent of the Holders under
this Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

          (d) After an amendment, supplement or waiver under Section 8.01 or
this Section 8.02 becomes effective, the Company shall mail to the Holders a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver.

          (e) Upon the written request of the Company, and upon the receipt by
the Trustee of evidence reasonably satisfactory to the Trustee of the consent of
the Noteholders as aforesaid and upon receipt by the Trustee of the documents
described in Section 8.06, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture, in
which case the Trustee may, but shall not be obligated to, enter into such
supplemental indenture.

SECTION 8.03. Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes shall
comply with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

          (a) Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Note or portion thereof, and of any Note issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the amendment, supplement, waiver or other
action becomes effective. An amendment, supplement or waiver becomes effective
in accordance with its terms and thereafter binds every Holder.

<PAGE>

                                      -89-

          (b) The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Noteholders entitled to consent to any
amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Noteholders at
such record date (or their duly designated proxies), and only such Persons,
shall be entitled to consent to such amendment, supplement, or waiver or to
revoke any consent previously given, whether or not such Persons continue to be
Noteholders after such record date. No such consent shall be valid or effective
for more than 90 days after such record date unless the consent of the requisite
number of Noteholders has been obtained.

          (c) After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Noteholder, unless it makes a change described in
any of clauses (1) through (10) of Section 8.02(b). In that case the amendment,
supplement, waiver or other action shall bind each Noteholder who has consented
to it and every subsequent Noteholder or portion of a Note that evidences the
same debt as the consenting Holder's Note.

SECTION 8.05. Notation on or Exchange of Notes.

          If an amendment, supplement, or waiver changes the terms of a Note,
the Trustee (in accordance with the specific written direction of the Company)
shall request the Holder of the Note (in accordance with the specific written
direction of the Company) to deliver it to the Trustee. In such case, the
Trustee shall place an appropriate notation on the Note about the changed terms
and return it to the Noteholder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue, the Subsidiary
Guarantors shall endorse, and the Trustee shall authenticate a new Note that
reflects the changed terms. Failure to make the appropriate notation or issue a
new Note shall not affect the validity and effect of such amendment, supplement
or waiver.

SECTION 8.06. Trustee To Sign Amendments, etc.

          The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article Eight if the amendment, supplement or waiver does not
affect the rights, duties, liabilities or immunities of the Trustee. If it does
affect the rights, duties, liabilities or immunities of the Trustee, the Trustee
may, but need not, sign such amendment, supplement or waiver. In signing or
refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 12.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Company and the Subsidiary
Guarantors, enforceable against the Company and the Subsidiary Guarantors in
accordance with its terms (subject to customary exceptions).

<PAGE>

                                      -90-

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Indenture.

          Upon the request of the Company, this Indenture will cease to be of
further effect and the Trustee, at the expense of the Company, will execute
proper instruments acknowledging satisfaction and discharge of the Notes and
this Indenture and the Subsidiary Guarantees when:

     (1)  either:

          (a)  all the Notes theretofore authenticated and delivered (other than
               destroyed, lost or stolen Notes that have been replaced or paid
               and Notes that have been subject to defeasance pursuant to
               Section 9.02 or 9.03) have been delivered to the Trustee for
               cancellation; or

          (b)  all Notes not theretofore delivered to the Trustee for
               cancellation:

          (i)  have become due and payable by the mailing of a notice of
               redemption or otherwise;

          (ii) will become due and payable within one year; or

          (iii) are to be called for redemption within 12 months under
               arrangements reasonably satisfactory to the Trustee for the
               giving of notice of redemption by the Trustee in the name, and at
               the reasonable expense, of the Company;

               and the Company has irrevocably deposited or caused to be
               deposited with the Trustee funds in trust for the purpose in an
               amount sufficient to pay and discharge the entire Indebtedness on
               the Notes not theretofore delivered to the Trustee for
               cancellation, for principal (and premium, if any) and interest on
               the Notes to the date of such deposit (in case of Notes that have
               become due and payable) or to the Stated Maturity or redemption
               date, as the case may be;

     (2)  the Company has paid or caused to be paid all sums payable under this
          Indenture by the Company; and

<PAGE>

                                      -91-

     (3)  the Company has delivered to the Trustee an Officers' Certificate and
          an Opinion of Counsel, each stating that all conditions precedent
          provided in this Indenture relating to the satisfaction and discharge
          of the Notes and this Indenture and the Subsidiary Guarantees have
          been complied with.

          After such delivery, the Trustee upon request of the Company shall
acknowledge in writing the discharge of the Company's and the Subsidiary
Guarantors' obligations under the Notes, the Subsidiary Guarantees and this
Indenture except for those surviving obligations specified below.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 7.07, 9.05 and 9.06 shall survive such
satisfaction and discharge.

SECTION 9.02. Legal Defeasance.

          The Company may, at its option and at any time, elect to have its
obligations and the obligations of the Subsidiary Guarantors discharged with
respect to the outstanding Notes on a date the conditions set forth in Section
9.04 are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such
Legal Defeasance means that the Company will be deemed to have paid and
discharged the entire indebtedness represented by the outstanding Notes and to
have satisfied all its other obligations under such Notes and this Indenture
insofar as such Notes are concerned (and the Trustee, at the expense of the
Company, shall, subject to Section 9.06, execute instruments in form and
substance reasonably satisfactory to the Trustee and Company acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of outstanding Notes to
receive solely from the trust funds described in Section 9.04 and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (B) the Company's
obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06,
2,07, 2.08, 2.11, 4.02, 4.03 and 4.05, (C) the rights, powers, trusts, duties,
and immunities of the Trustee hereunder (including claims of, or payments to,
the Trustee under or pursuant to Section 7.07) and the Company's obligations in
connection therewith and (D) this Article Nine.

          Concurrently with any Legal Defeasance, the Company may, at its
further option, cause to be terminated, as of the date on which such Legal
Defeasance occurs, all of the obligations under any or all of the Subsidiary
Guarantees, if any, then existing. In order to exercise such option regarding a
Subsidiary Guarantee, the Company shall provide the Trustee with written notice
of its desire to terminate such Subsidiary Guarantee.

<PAGE>

                                      -92-

          Subject to compliance with this Article Nine, the Company may exercise
its option under this Section 9.02 with respect to the Notes notwithstanding the
prior exercise of its option under Section 9.03 below with respect to the Notes.

SECTION 9.03. Covenant Defeasance.

          The Company may, at its option and at any time, elect to have its
obligations and the obligations of the Subsidiary Guarantors under Sections
10.01, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18, 4.19, 4.20
(except for obligations mandated by the TIA) and clauses (1) and (3) of Section
5.01 released with respect to the outstanding Notes on a date the conditions set
forth in Section 9.04 are satisfied (hereinafter, "Covenant Defeasance"). For
this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Company may fail to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise of the option in
this Section 9.03, subject to the satisfaction of the conditions set forth in
Section 9.04, Sections 6.01(3), (5) and (6) shall not constitute Events of
Default.

          Concurrently with any Covenant Defeasance, the Company may, at its
further option, cause to be terminated, as of the date on which such Covenant
Defeasance occurs, all of the obligations under any or all of the Subsidiary
Guarantees, if any, then existing. In order to exercise such option regarding a
Subsidiary Guarantee, the Company shall provide the Trustee with written notice
of its desire to terminate such Subsidiary Guarantee.

          Notwithstanding any discharge or release of any obligations under this
Indenture pursuant to Section 9.02 or this Section 9.03, the Company's
obligations in Sections 2.04, 2.06, 2.07, 2.08, 7.07, 9.05, 9.06 and 9.08 shall
survive until such time as the Notes have been paid in full. Thereafter, the
Company's obligations in Sections 7.07, 9.05 and 9.08 shall survive.

SECTION 9.04. Conditions to Legal Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of Section 9.02
or Section 9.03 to the outstanding Notes:

     (a)  (1) the Company has irrevocably deposited or caused to be deposited in
          trust for the benefit of the Noteholders with the Trustee or a Paying
          Agent or a trustee satisfactory to the Trustee and the Company, under
          the terms of an irrevo-

<PAGE>

                                      -93-

          cable trust agreement in form and substance satisfactory to the
          Trustee and any such Paying Agent, (x) money in an amount sufficient,
          or (y) U.S. Government Obligations that shall be payable as to
          principal and interest in such amounts and at such times as are
          sufficient, in the opinion of a nationally recognized firm of
          independent public accountants or Independent Financial Advisors
          expressed in a written certification thereof delivered to the Trustee
          (without consideration of any reinvestment of such interest), or (z) a
          combination thereof in an amount, sufficient to pay the principal of
          (and premium, if any, on) and interest, if any, to Stated Maturity (or
          redemption) on such Notes, on the scheduled due dates therefor, (2)
          the trustee of the irrevocable trust has been irrevocably instructed
          to pay such money or the proceeds of such U.S. Government Obligations
          to the Trustee and (3) the Trustee or Paying Agent shall have been
          irrevocably instructed in writing to apply the deposited money and the
          proceeds from U.S. Government Obligations in accordance with the terms
          of this Indenture and the terms of the Notes to the payment of
          principal of and interest on the Notes;

     (b)  the deposit described in clause (a) above will not result in a breach
          or violation of, or constitute a Default under, any other material
          agreement or instrument to which either the Company or any Subsidiary
          Guarantor is a party or by which it is bound;

     (c)  no Default has occurred and is continuing (1) as of the date of such
          deposit (other than a Default resulting from the borrowing of funds to
          be applied to such deposit and the grant of any Lien securing such
          borrowing) or (2) insofar as clause (7) or (8) of Section 6.01 is
          concerned at any time during the period ending on the 91st day after
          the date of such deposit or, if longer, ending on the day following
          the expiration of the longest preference period applicable to the
          Company in respect of such deposit (it being understood that the
          condition in this clause (c) is a condition subsequent and will not be
          deemed satisfied until the expiration of such period);

     (d)  the Company has paid or caused to be paid all sums currently due and
          payable by the Company under this Indenture and under the Notes;

     (e)  the Company has delivered to the Trustee an Officers' Certificate and
          an Opinion of Counsel, each stating that all conditions precedent
          provided for in this Indenture relating to the termination by the
          Company of its obligations have been complied with;

     (f)  in the case of an election under Section 9.02 or 9.03, the Company has
          delivered to the Trustee an Opinion of Counsel to the effect that the
          Holders of such

<PAGE>

                                      -94-

          Notes will not recognize income, gain or loss for United States
          federal income tax purposes as a result of such Legal Defeasance or
          Covenant Defeasance and will be subject to United States federal
          income tax on the same amounts, in the same manner and at the same
          times as would have been the case if such Legal Defeasance or Covenant
          Defeasance had not occurred, and such opinion, in the case of Legal
          Defeasance under Section 9.02, must refer to and be based upon a
          ruling of the Internal Revenue Service or a change in applicable
          United States federal income tax law occurring after the date of this
          Indenture. The defeasance would in each case be effective when 91 days
          have passed since the date of the deposit in trust.

SECTION 9.05. Deposited Money and U.S. Government Obligations To Be Held in
              Trust; Other Miscellaneous Provisions.

          All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

          The Company and the Subsidiary Guarantors shall (on a joint and
several basis) pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 9.04 or the principal, premium, if any, and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon a request of
the Company any money or U.S. Government Obligations held by it as provided in
Section 9.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 9.06. Reinstatement.

          If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 9.01, 9.02 or 9.03 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 and each Subsidiary Guarantor's obligations under
this Indenture, the Notes and the Subsidiary Guarantees shall be

<PAGE>

                                      -95-

revived and reinstated as though no deposit had occurred pursuant to this
Article Nine until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with Section
9.01; provided that if the Company or the Subsidiary Guarantors have made any
payment of principal of, premium, if any, or accrued interest on any Notes
because of the reinstatement of their obligations, the Company or the Subsidiary
Guarantors, as the case may be, shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

SECTION 9.07. Moneys Held by Paying Agent.

          In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Company, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.04, to the Company
upon a request of the Company (or, if such moneys had been deposited by the
Subsidiary Guarantors, to such Subsidiary Guarantors), and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.

SECTION 9.08. Moneys Held by Trustee.

          Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company or the Subsidiary Guarantors in trust for the payment of the
principal of, or premium, if any, or interest on any Note that are not applied
but remain unclaimed by the Holder of such Note for two years after the date
upon which the principal of, or premium, if any, or interest on such Note shall
have respectively become due and payable shall be repaid to the Company (or, if
appropriate, the Subsidiary Guarantors) upon a request of the Company, or if
such moneys are then held by the Company or the Subsidiary Guarantors in trust,
such moneys shall be released from such trust; and the Holder of such Note
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company and the Subsidiary Guarantors for the payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided that the Trustee or any such
Paying Agent, before being required to make any such repayment, may, at the
expense of the Company and the Subsidiary Guarantors, either mail to each
Noteholder affected, at the address shown in the register of the Notes
maintained by the Registrar pursuant to Section 2.04, or cause to be published
once a week for two successive weeks, in a newspaper published in the English
language, customarily published each Business Day and of general circulation in
the City of New York, New York, a notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such mailing or publication, any unclaimed balance of such moneys
then remaining will be repaid to the Company. After payment to the Company or
the Subsidiary Guarantors or the release

<PAGE>

                                      -96-

of any money held in trust by the Company or any Subsidiary Guarantors, as the
case may be, Noteholders entitled to the money must look only to the Company and
the Subsidiary Guarantors for payment as general creditors unless applicable
abandoned property law designates another Person.

                                   ARTICLE TEN

                               GUARANTEE OF NOTES

SECTION 10.01. Guarantee.

          Subject to the provisions of this Article Ten, the Subsidiary
Guarantors, jointly and severally, guarantee to each Holder (i) the due and
punctual payment of the principal of and interest on each Note, when and as the
same shall become due and payable, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal of
and interest on the Notes, to the extent lawful, and the due and punctual
payment of all other obligations and due and punctual performance of all
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of such Note, this Indenture and the Registration Rights Agreement,
and (ii) in the case of any extension of time of payment or renewal of any Notes
or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
at stated maturity, by acceleration or otherwise. Each Subsidiary Guarantor
agrees that its obligations hereunder shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of any such Note, this Indenture or the Registration Rights
Agreement, any failure to enforce the provisions of any such Note, this
Indenture or the Registration Rights Agreement, any waiver, modification or
indulgence granted to the Company with respect thereto by the Holder of such
Note, or any other circumstances which may otherwise constitute a legal or
equitable discharge of a surety or such Subsidiary Guarantor.

          Each Subsidiary Guarantor hereby waives diligence, presentment, demand
for payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to any such Note or the Indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Subsidiary
Guarantee will not be discharged as to any such Note except by payment in full
of the principal thereof and interest thereon. Each Subsidiary Guarantor hereby
agrees that, as between such Subsidiary Guarantor, on the one hand, and the
Holders and the Trustee, on the other hand, (i) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six for the purposes
of this Subsidiary Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in re-

<PAGE>

                                      -97-

spect of the obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of such obligations as provided in Article Six, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Subsidiary Guarantor for the purpose of this Subsidiary
Guarantee.

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

SECTION 10.02. Execution and Delivery of Subsidiary Guarantee.

          To further evidence the Subsidiary Guarantee set forth in Section
10.01, each Subsidiary Guarantor hereby agrees that a notation of such
Subsidiary Guarantee, substantially in the form included in Exhibit F hereto,
shall be endorsed on each Note authenticated and delivered by the Trustee and
such Subsidiary Guarantee shall be executed by either manual or facsimile
signature of an Officer or an Officer of a general partner, as the case may be,
of each Subsidiary Guarantor. The validity and enforceability of any Subsidiary
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

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

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

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

SECTION 10.03. Release of Subsidiary Guarantors.

          The Guarantee of any Subsidiary Guarantor will be automatically and
unconditionally released and discharged upon any of the following:

     (a)  any transfer, to any Person not an Affiliate of the Company, of all of
          the Capital Stock held by the Company or any of its Restricted
          Subsidiaries in such Subsidiary Guarantor (which transfer is made in
          accordance with this Indenture and, if the Company or any of its
          Restricted Subsidiaries intends to comply with Section 4.12 by making
          an investment or expenditure in Replacement As-

<PAGE>

                                      -98-

          sets, the Company or such Restricted Subsidiary delivers to the
          Trustee a written agreement that it will make such investment or
          expenditure within the time frame set forth in Section 4.12);

     (b)  the release or discharge of another Guarantee of such Subsidiary
          Guarantor that constituted the sole cause of the creation of the
          Subsidiary Guarantee of such Subsidiary Guarantor; or

     (c)  the designation of such Subsidiary Guarantor as an Unrestricted
          Subsidiary in accordance with the provisions of this Indenture;

and in each such case, 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 such transactions have been complied
with and that such release is authorized and permitted hereunder.

          The Trustee shall execute any documents reasonably requested by either
the Company or a Subsidiary Guarantor in order to evidence the release of such
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee
endorsed on the Notes and under this Article Ten.

SECTION 10.04. Waiver of Subrogation.

          Each Subsidiary Guarantor hereby irrevocably waives any claim or other
rights which it may now or hereafter acquire against the Company that arise from
the existence, payment, performance or enforcement of such Subsidiary
Guarantor's obligations under its Subsidiary Guarantee and this Indenture,
including, without limitation, any right of subrogation, reimbursement,
exoneration, indemnification, and any right to participate in any claim or
remedy of any Holder of Notes against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment on account of such claim or other rights until payment in full
of all obligations under its Subsidiary Guarantee. If any amount shall be paid
to any Subsidiary Guarantor in violation of the preceding sentence and the Notes
shall not have been paid in full, such amount shall have been deemed to have
been paid to such Subsidiary Guarantor for the benefit of, and held in trust for
the benefit of, the Holders of the Notes, and shall forthwith be paid to the
Trustee for the benefit of such Holders to be credited and applied upon the
Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct
and indirect benefits from the financing arrangements contemplated by this
Indenture and that the waiver set forth in this Section 10.04 is knowingly made
in contemplation of such benefits.

<PAGE>

                                      -99-

SECTION 10.05. Limitation of Guarantee.

          The obligations of each Subsidiary Guarantor are limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Subsidiary Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.

SECTION 10.06. Additional Guarantors.

          The Company covenants and agrees that it shall cause any Person which
becomes obligated to guarantee the Notes, pursuant to the terms of Section 4.19,
to execute a supplemental indenture and any other documentation requested by the
Trustee satisfactory in form and substance to the Trustee in accordance with
Section 4.19 pursuant to which such Restricted Subsidiary shall guarantee the
obligations of the Company under the Notes and this Indenture in accordance with
this Article Ten with the same effect and to the same extent as if such Person
had been named herein as a Subsidiary Guarantor.

                                 ARTICLE ELEVEN

                               SECURITY DOCUMENTS

SECTION 11.01. Security Documents.

          The due and punctual payment of the principal of and interest on the
Notes when and as the same shall be due and payable, whether on an Interest
Payment Date, at maturity, by acceleration, repurchase, redemption, special
redemption or otherwise, and interest on the overdue principal of and interest
on the Notes and performance of all other obligations of the Company and the
Subsidiary Guarantors to the Holders or the Trustee under this Indenture and the
Notes and the Subsidiary Guarantees, according to the terms hereunder or
thereunder, shall be secured as provided in the Security Documents. Each Holder,
by its acceptance of the Notes and the Subsidiary Guarantees, consents and
agrees to the terms of the Security Documents (including, without limitation,
the provisions providing for foreclosure and release of Collateral) as the same
may be in effect or may be amended from time to time in accordance with their
terms and authorizes and directs the Trustee and the Collateral Trustee to enter
into such Security Documents and to perform their obligations and exercise their
rights thereunder in accordance therewith. The Company shall deliver to the
Trustee copies of all documents delivered to the Collateral Trustee pursuant to
the Security Documents, and shall do or cause

<PAGE>

                                     -100-

to be done all such acts and things as may be necessary or proper, or as may be
required by the provisions of the Security Documents, to assure and confirm to
the Trustee and the Collateral Trustee the security interest in the Collateral
contemplated hereby, by the Security Documents or any part thereof, as from time
to time constituted, so as to render the same available for the security and
benefit of this Indenture and of the Notes and the Subsidiary Guarantees secured
thereby, according to the intent and purposes herein and therein expressed. The
Company shall take and shall cause the Subsidiary Guarantors to take, upon
request of the Trustee, any and all actions reasonably required to cause the
Security Documents to create and maintain, as security for the obligations of
the Company and the Subsidiary Guarantors hereunder, a valid and enforceable
perfected lien on and security interest in all the Collateral, in favor of the
Collateral Trustee for the benefit of the Trustee, the Holders and other Persons
for whose benefit the Collateral Trustee acts pursuant to the Security
Documents. Each of the Company and the Subsidiary Guarantors covenants and
agrees that it shall execute, acknowledge and deliver to the Collateral Trustee
such further assignments, transfers, assurances or other instruments and shall
do or cause to be done all such acts and things as may be necessary or proper to
assure and confirm to the Collateral Trustee its interest in the Collateral, or
any part thereof, as from time to time constituted, and the right, title and
interest in and to the Security Documents so as to render the same available for
the security and benefit of this Indenture and of the Notes.

SECTION 11.02. Recording and Opinions.

          (a) The Company and, if applicable, the Subsidiary Guarantors shall
take or cause to be taken all action required to perfect, maintain, preserve and
protect the Lien on and security interest in the Collateral granted by the
Security Documents (subject only to Liens permitted by the applicable Security
Documents), including, without limitation, the filing of financing statements,
continuation statements, mortgages and any instruments of further assurance, in
such manner and in such places as may be required by law fully to preserve and
protect the rights of the Holders and the Trustee under this Indenture and the
Security Documents to all property comprising the Collateral. The Company and
the Subsidiary Guarantors shall from time to time promptly pay all financing,
continuation statement and mortgage recording, registration and/or filing fees,
charges and taxes relating to this Indenture and the Security Documents, any
amendments thereto and any other instruments of further assurance required
hereunder or pursuant to the Security Documents. The Trustee shall have no
obligation to, nor shall it be responsible for any failure to, so register, file
or record.

          (b) The Company shall at all times comply with the provisions of TIA
(S) 314(b), whether or not the TIA is then applicable to the obligations of the
Company and, if applicable, the Subsidiary Guarantors under this Indenture.

<PAGE>

                                     -101-

SECTION 11.03. Release of Collateral.

          (a) Collateral may (and, as applicable, shall) be released or
substituted only in accordance with the terms of the Security Documents.

          (b) The release of any Collateral from the terms of this Indenture and
the Security Documents shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to the terms of the Security Documents.

SECTION 11.04. Authorization of Actions To Be Taken by the Trustee Under the
               Security Documents.

          Subject to the provisions of Sections 7.01 and 7.02, the Trustee may,
in its sole discretion and without the consent of the Holders of Notes, direct,
on behalf of the Holders of Notes, the Collateral Trustee to take all actions it
deems necessary or appropriate in order to (a) enforce any of the terms of the
Security Documents and (b) collect and receive any and all amounts payable in
respect of the obligations of the Company hereunder. The Trustee shall have
power to institute and maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts that may be
unlawful or in violation of the Security Documents or this Indenture, and such
suits and proceedings as the Trustee may deem expedient to preserve or protect
its interests and the interests of the Holders in the Collateral (including
power to institute and maintain suits or proceedings to restrain the enforcement
of or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Holders or to the
Trustee).

SECTION 11.05. Authorization of Receipt of Funds by the Trustee Under the
               Security Documents.

          The Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Security Documents, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture and the Security Documents.

SECTION 11.06. Termination of Security Interest.

          Upon the payment in full of all obligations of the Company under this
Indenture and the Notes, or upon Legal or Covenant Defeasance, the Trustee
shall, at the request of the Company, deliver a certificate to the Collateral
Trustee stating that such obligations have been paid in full.

<PAGE>

                                     -102-

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

          The provisions of TIA (S)(S) 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.

SECTION 12.02. Notices.

          Except for notice or communications to Holders, any notice or
communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class
mail, postage prepaid, addressed as follows:

          If to the Company:

               FMC Corporation
               1735 Market Street
               Philadelphia, Pennsylvania 19103
               Attn: Treasurer
               Telephone: (215) 299-6000
               Facsimile: (215) 299-6557

          With a copy to:

               Morgan, Lewis & Bockius LLP
               1701 Market Street
               Philadelphia, Pennsylvania 19103
               Attn: Peter S. Sartorius, Esq.
               Telephone: (215) 963-5466
               Facsimile: (215) 963-5299

<PAGE>

                                     -103-

          If to the Trustee, Registrar or Paying Agent:

               Wachovia Bank, National Association
               Corporate Trust Administration
               123 South Broad Street, PA 1249
               Philadelphia, Pennsylvania 19109
               Attn: Alan Finn
               Facsimile: (215) 670-6340

          Such notices or communications shall, unless otherwise noted in this
Section 12.02, be effective when received and shall be sufficiently given if so
given within the time prescribed in this Indenture.

          The Company, the Subsidiary Guarantors or the Trustee by written
notice to the others may designate additional or different addresses for
subsequent notices or communications.

          Any notice or communication mailed to a Noteholder shall be mailed to
him by first-class mail, postage prepaid, at his address shown on the register
kept by the Registrar.

          Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other Noteholders.
If a notice or communication to a Noteholder is mailed in the manner provided
above, it shall be deemed duly given, whether or not the addressee receives it.

          In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 12.03. Communications by Holders with Other Holders.

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

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company or any Subsidiary
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Subsidiary Guarantor shall furnish to the Trustee:

<PAGE>

                                     -104-

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 12.05 below) stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 12.05 below) stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.

SECTION 12.05. Statements Required in Certificate and Opinion.

          Each certificate and opinion with respect to compliance by or on
behalf of the Company or any Subsidiary Guarantor with a condition or covenant
provided for in this Indenture shall include:

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

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

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

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

SECTION 12.06. Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or meetings of
Noteholders. The Registrar and Paying Agent may make reasonable rules for their
functions.

SECTION 12.07. Legal Holidays.

          If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

<PAGE>

                                     -105-

SECTION 12.08. Governing Law.

          This Indenture, the Notes and the Subsidiary Guarantees shall be
governed by and construed in accordance with the laws of the State of New York.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 12.10. Successors.

          All agreements of the Company and the Subsidiary Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee, any additional trustee and any Paying Agents in this Indenture
shall bind their respective successors.

SECTION 12.11. Multiple Counterparts.

          The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

SECTION 12.12. Table of Contents, Headings, etc.

          The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 12.13. Separability.

          Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]

<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed all as of the date and year first written above.

                                                      FMC CORPORATION


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


                                                      INTERMOUNTAIN RESEARCH AND
                                                        DEVELOPMENT CORPORATION
                                                      FMC ASIA-PACIFIC, INC.
                                                      FMC OVERSEAS, LTD.
                                                      FMC FUNDING CORPORATION
                                                      FMC WFC I, INC.
                                                      FMC DEFENSE CORP.
                                                      FMC WFC II, INC.
                                                      FMC PROPERTIES, LLC
                                                      FMC DEFENSE NL, L.L.C.
                                                      FMC WFC I NL, L.L.C.
                                                      FMC IDAHO LLC


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

<PAGE>

                                                      WACHOVIA BANK, NATIONAL
                                                        ASSOCIATION, as Trustee


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

<PAGE>

                                                                       EXHIBIT A

          CUSIP

                                 FMC CORPORATION

No.                                                          $

                       10.25% SENIOR SECURED NOTE DUE 2009

          FMC CORPORATION, a Delaware corporation, as issuer (the "Company"),
for value received, promises to pay to CEDE & CO. or registered assigns the
principal sum of [_________________________________] on November 1, 2009.

          Interest Payment Dates: May 1 and November 1.

          Record Dates: April 15 and October 15.

          Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                      A-1

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by one of its duly authorized officers.

                                                      FMC CORPORATION


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

                                      A-2

<PAGE>

                          Certificate of Authentication

          This is one of the 10.25% Senior Secured Notes Due 2009 referred to in
the within-mentioned Indenture.

                                                      WACHOVIA BANK, NATIONAL
                                                        ASSOCIATION, as Trustee


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

Dated:

                                      A-3

<PAGE>

                            [FORM OF REVERSE OF NOTE]

                                 FMC CORPORATION

                       10.25% SENIOR SECURED NOTE DUE 2009

          1. Interest. FMC CORPORATION, a Delaware corporation, as issuer (the
"Company"), promises to pay, until the principal hereof is paid or made
available for payment, interest on the principal amount set forth on the face
hereof at a rate of 10.25% per annum. Interest hereon will accrue from and
including the most recent date to which interest has been paid or, if no
interest has been paid, from and including October 21, 2002 to but excluding the
date on which interest is paid. Interest shall be payable in arrears on each May
1 and November 1, commencing May 1, 2003. Interest will be computed on the basis
of a 360-day year of twelve 30-day months and actual days elapsed. The Company
shall pay interest on overdue principal and on overdue interest (to the full
extent permitted by law) at the rate borne by the Notes.

          2. Method of Payment. The Company will pay interest hereon (except
defaulted interest) to the Persons who are registered Holders at the close of
business on the April 15 or October 15 next preceding the interest payment date
(whether or not a Business Day). Holders must surrender Notes to a Paying Agent
to collect principal payments. The Company will pay principal and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Interest may be paid by check
mailed to the Holder entitled thereto at the address indicated on the register
maintained by the Registrar for the Notes.

          3. Paying Agent and Registrar. Initially, Wachovia Bank, National
Association (the "Trustee") will act as a Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice. Neither the
Company nor any of its Affiliates may act as Paying Agent or Registrar.

          4. Indenture. The Company issued the Notes under an Indenture dated as
of October 21, 2002 (the "Indenture") among the Company, the Subsidiary
Guarantors and the Trustee. This is one of an issue of Notes of the Company
issued, or to be issued, under the Indenture. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code (S)(S) 77aaa-77bbbb), as
amended from time to time. The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of them. Capitalized
and certain other terms used herein and not otherwise defined have the meanings
set forth in the Indenture.

                                      A-4

<PAGE>

          5. Optional Redemption. (a) From and after the Issue Date and on or
prior to November 1, 2006, the Notes will be redeemable, in whole at any time or
in part from time to time, at the option of the Company, at a redemption price
equal to the sum of:

          (i) 100% of the principal amount thereof, plus accrued and unpaid
     interest, if any, thereon to the redemption date, plus

          (ii) the Make Whole Amount.

          (b) In addition, the Notes will be redeemable at the option of the
Company, in whole or in part, at any time after November 1, 2006, at the
redemption prices (expressed as a percentage of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the twelve-month period beginning on November 1 of the years indicated below:

Year                                    Redemption Price
----                                    ---------------
2006 ................................       105.125%
2007 ................................       102.563%
2008 and thereafter .................       100.000%

          (c) Notwithstanding the foregoing, at any time on or prior to November
1, 2005, the Company may at its option on any one or more occasions redeem Notes
(including Additional Notes, if any) in an aggregate principal amount not to
exceed 35% of the aggregate principal amount of Notes (including Additional
Notes, if any) issued under the Indenture at a redemption price of 110.25% of
the principal amount, plus accrued and unpaid interest, if any, to the
redemption date, with the net cash proceeds of one or more Public Equity
Offerings; provided that:

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

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

          (d) The Trustee will select Notes called for redemption pursuant to
this paragraph 5 on a pro rata basis, by lot or by such method as the Trustee
shall deem fair and appropriate; provided that no Notes of $1,000 or less shall
be redeemed in part. A new Note in principal amount equal to the unredeemed
portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption pursuant

                                      A-5

<PAGE>

to this paragraph 5 become due on the date fixed for redemption. On and after
the redemption date, interest stops accruing on Notes or portions of them called
for redemption.

          6. [Intentionally Omitted.]

          7. Notice of Redemption. Notices of redemption shall be mailed by
first class mail at least 30 but not more than 60 days before the redemption
date to each Holder of Notes to be redeemed at its registered address. Notices
of redemption may not be conditional. If any Note is to be redeemed in part
only, the notice of redemption that relates to such Note shall state the portion
of the principal amount thereof to be redeemed.

          8. Offers To Purchase. The Indenture provides that upon the occurrence
of a Change of Control or an Asset Sale and subject to further limitations
contained therein, the Company shall make an offer to purchase outstanding Notes
in accordance with the procedures set forth in the Indenture.

          9. Registration Rights. (a) Pursuant to a Registration Rights
Agreement among the Company, the Subsidiary Guarantors and the Initial
Purchasers named therein (the "Registration Rights Agreement"), the Company and
the Subsidiary Guarantors will be obligated to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for Notes which have been registered under the Securities Act, in like
principal amount and having substantially identical terms as the Notes.

          (b) If (i) within 60 days after the Issue Date, neither the Exchange
Offer Registration Statement nor the Shelf Registration Statement has been filed
with the Commission; (ii) within 150 days after the Issue Date, the Exchange
Offer Registration Statement has not been declared effective; (iii) within 180
days after the Issue Date, neither the Exchange Offer has been consummated nor
the Shelf Registration Statement has been declared effective; or (iv) after
either the Exchange Offer Registration Statement or the Shelf Registration
Statement has been declared effective, such Registration Statement thereafter
ceases to be effective or usable (subject, in the case of the Shelf Registration
Statement, to the exceptions set forth in the Registration Rights Agreement) in
connection with resales of the Initial Placement or Exchange Securities in
accordance with and during the periods specified in Sections 2 and 3 of the
Registration Rights Agreement (each such event referred to in clauses (i)
through (iv), a "Registration Default"), additional interest ("Additional
Interest") will accrue on the Initial Placement and the Exchange Securities (in
addition to the stated interest thereon) from and including the date on which
any such Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. Additional Interest will accrue at a rate
equal to 0.25% per annum of the aggregate principal amount of the Notes during
the 90-day period immediately following the occurrence of any Registration
Default and shall increase by 0.25% per annum for each subsequent 90-day period
during which such Registration Default continues, but in no event shall such
Additional Interest exceed 1.00% per annum.

                                      A-6

<PAGE>

Terms used in this paragraph and not defined herein or in the Indenture have the
meanings given to such terms in the Registration Rights Agreement.

          10. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. A Holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay to it any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Notes or portion of a Note selected for
redemption, or register the transfer of or exchange any Notes for a period of 15
days before a mailing of notice of redemption.

          11. Persons Deemed Owners. The registered Holder of this Note may be
treated as the owner of this Note for all purposes.

          12. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee will pay the money back to the
Company at its written request. After that, Holders entitled to the money must
look to the Company for payment as general creditors unless an "abandoned
property" law designates another Person.

          13. Amendment, Supplement, Waiver, Etc. The Company, the Subsidiary
Guarantors and the Trustee (if a party thereto) may, without the consent of the
Holders of any outstanding Notes, amend, waive or supplement the Indenture or
the Notes for certain specified purposes, including, among other things, curing
ambiguities, defects or inconsistencies, maintaining the qualification of the
Indenture under the TIA, providing for the assumption by a successor to the
Company of its obligations under the Indenture or any Security Documents and
making any change that does not materially and adversely affect the rights of
any Holder. Other amendments and modifications of the Indenture or the Notes may
be made by the Company, the Subsidiary Guarantors and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Notes, subject to certain exceptions requiring the
consent of the Holders of the particular Notes to be affected.

          14. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness, pay dividends on, redeem or repurchase
its Capital Stock, make certain investments, sell assets, create restrictions on
the payment of dividends or other amounts to the Company from its Restricted
Subsidiaries, enter into transactions with Affiliates, expand into unrelated
businesses, create liens, enter into sale and leaseback transactions or
consolidate, merge or sell all or substantially all of the assets of the Company
and its Restricted Subsidiaries and requires the Company to provide reports to
Holders of the Notes. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the
Company must annually report to the Trustee on compliance with such limitations.

                                      A-7

<PAGE>

          15. Successor Corporation. When a successor corporation assumes all
the obligations of its predecessor under the Notes and the Indenture and the
transaction complies with the terms of Article Five of the Indenture, the
predecessor corporation will, except as provided in Article Five, be released
from those obligations.

          16. Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Section 6.01(7) of the
Indenture with respect to the Company or any Subsidiary Guarantor) occurs and is
continuing, then, and in each and every such case, either the Trustee, by notice
in writing to the Company, or the Holders of not less than 25% of the principal
amount of the Notes then outstanding, by notice in writing to the Company and
the Trustee, may, and the Trustee at the request of such Holders shall, declare
due and payable, if not already due and payable, the principal of and any
accrued and unpaid interest on all of the Notes; and upon any such declaration
all such amounts upon such Notes shall become and be immediately due and
payable, anything in the Indenture or in the Notes to the contrary
notwithstanding. If an Event of Default specified in Section 6.01(7) of the
Indenture occurs with respect to the Company or any Subsidiary Guarantor, then
the principal of and any accrued and unpaid interest on all of the Notes shall
immediately become due and payable without any declaration or other act on the
part of the Trustee or any Holder. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.

          17. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

          18. No Recourse Against Others. No director, officer, employee,
incorporator, member of the Board of Directors or holder of Capital Stock of the
Company or any Subsidiary Guarantor, as such, will have any liability for any
obligations of the Company and the Subsidiary Guarantors under this Note, the
Subsidiary Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations. Each Holder of this Note by accepting this
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of this Note.

          19. Discharge. The Company's obligations pursuant to the Indenture
will be discharged, except for obligations pursuant to certain sections thereof,
subject to the terms of the Indenture, upon the payment of all the Notes or upon
the irrevocable deposit with the Trustee of United States dollars or U.S.
Government Obligations sufficient to pay when due principal of and interest on
the Notes to maturity or redemption, as the case may be.

                                      A-8

<PAGE>

          20. Subsidiary Guarantees. The Note will be entitled to the benefits
of certain Subsidiary Guarantees made for the benefit of the Holders. Reference
is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations thereunder of the Subsidiary
Guarantors, the Trustee and the Holders.

          21. Authentication. This Note shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Note.

          22. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Trustee, the Company and
the Subsidiary Guarantors agree to submit to the non-exclusive jurisdiction of
the courts of the State of New York and of the United States located in New York
County in any action or proceeding arising out of or relating to the Indenture
or the Notes.

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

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                  FMC Corporation
                  1735 Market Street
                  Philadelphia, Pennsylvania 19103
                  Attn: Treasurer
                  Telephone: (215) 299-6000
                  Facsimile: (215) 299-6557

          With a copy to:

                  Morgan, Lewis & Bockius LLP
                  1701 Market Street
                  Philadelphia, Pennsylvania 19103
                  Attn: Peter S. Sartorius, Esq.
                  Telephone: (215) 963-5466
                  Facsimile: (215) 963-5299

                                      A-9

<PAGE>

                                   ASSIGNMENT

          I or we assign and transfer this Note to:

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

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

          and irrevocably appoint:

          Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.


Date:                       Your Signature:
      -------------------                   ------------------------------------
                                            (Sign exactly as your name appears
                                            on the other side of this Note)


Signature Guarantee:
                    ------------------------

                               SIGNATURE GUARANTEE

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

                                      A-10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have all or any part of this Note purchased by
the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, check the
appropriate box:

          ?   Section 4.08                       ?   Section 4.12

          If you want to have only part of the Note purchased by the Company
pursuant to Section 4.08 or Section 4.12 of the Indenture, state the amount you
elect to have purchased:

$
 -------------------------------------------
         (multiple of $1,000)

Date:
     ---------------------------------------


                            Your Signature:
                                            -----------------------------------
                                            (Sign exactly as your name appears
                                            on the face of this Note)


--------------------------------------------
         Signature Guaranteed

                               SIGNATURE GUARANTEE

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

                                      A-11

<PAGE>

                                                                       EXHIBIT B

        [FORM OF LEGEND FOR 144A SECURITIES AND OTHER SECURITIES THAT ARE
                             RESTRICTED SECURITIES]

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER:

     (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
     IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS ACQUIRING THIS
     NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
     SECURITIES ACT OR (C) IT IS ACQUIRING THIS NOTE PURSUANT TO ANOTHER
     EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT.

     (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
     (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHO THE
     SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR
     THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
     OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
     REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH
     ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
     (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY), OR (F)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
     AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
     STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
     INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
     LEGEND.

                                      B-1

<PAGE>

          AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES"
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT. THE INDENTURE GOVERNING THIS NOTE CONTAINS A PROVISION REQUIRING THE
TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING.

                                      B-2

<PAGE>

        [FORM OF ASSIGNMENT FOR 144A SECURITIES AND OTHER SECURITIES THAT
                                       ARE
                             RESTRICTED SECURITIES]

          I or we assign and transfer this Note to:

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

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

          and irrevocably appoint:

          Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

                                   [Check One]

          [ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Rule 144A
thereunder.

          or

          [ ] (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

          If neither of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 2.16 and 2.17 of the Indenture
shall have been satisfied.


Date:                       Your Signature:
     --------------------                   ------------------------------------
                                            (Sign exactly as your name
                                            appears on the face of this Note)


Signature Guarantee:
                    ------------------------------------------------------------

                               SIGNATURE GUARANTEE

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

                                      B-3

<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

          The transfer is being effected pursuant to and in accordance with Rule
144A under the Securities Act, and, accordingly, the transferor hereby further
certifies that the beneficial interest or certificated Note is being transferred
to a Person that the transferor reasonably believed and believes is purchasing
the beneficial interest or certificated Note for its own account, or for one or
more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a "qualified institutional
buyer" within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such transfer is in compliance with any applicable securities
laws of any state of the United States. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or certificated Note will be subject to the restrictions on
transfer enumerated on the Rule 144A Notes and/or the certificated Note and in
the Indenture and the Securities Act.

Dated:
      ----------------------              --------------------------------------
                                          NOTICE: To be executed by an executive
                                                  officer

                                      B-4

<PAGE>

                                                                       EXHIBIT C

                     [FORM OF LEGEND FOR REGULATION S NOTE]

          This Note has not been registered under the U.S. Securities Act of
1933, as amended (the "Act"), and, unless so registered, may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
Persons unless registered under the Act or except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Act.

                                      C-1

<PAGE>

                   [FORM OF ASSIGNMENT FOR REGULATION S NOTE]

          I or we assign and transfer this Note to:

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

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

          and irrevocably appoint:

          Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

                                   [Check One]

          [ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Regulation S
thereunder.

          or

          [ ] (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

          If neither of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 2.16 and 2.17 of the Indenture
shall have been satisfied.


Date:                       Your Signature:
     --------------------                   ------------------------------------
                                            (Sign exactly as your name
                                            appears on the face of this Note)


Signature Guarantee:
                    ------------------------------------------------------------

                               SIGNATURE GUARANTEE

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

                                      C-2

<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

          The transfer is being effected pursuant to and in accordance with Rule
903 or Rule 904 under the Securities Act and, accordingly, the transferor hereby
further certifies that (i) the transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the transferee
was outside the United States or such transferor and any Person acting on its
behalf reasonably believed and believes that the transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the restricted period under Regulation S, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an initial purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or certificated Note will be subject to the restrictions on transfer enumerated
on the Regulation S Notes and/or the certificated Note and in the Indenture and
the Securities Act.

Dated:
      ----------------------              --------------------------------------
                                          NOTICE: To be executed by an executive
                                                  officer

                                      C-3

<PAGE>

                                                                       EXHIBIT D

                        [FORM OF LEGEND FOR GLOBAL NOTE]

          Any Global Note authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Note) in substantially the following form:

          This Note is a Global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository or a
nominee of a Depository. This Note is not exchangeable for Notes registered in
the name of a person other than the Depository or its nominee except in the
limited circumstances described in the Indenture, and no transfer of this Note
(other than a transfer of this Note as a whole by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in the limited circumstances
described in the Indenture.

          Unless this Certificate is presented by an authorized representative
of The Depository Trust Company (a New York corporation) ("DTC") to the issuer
or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or such other entity as is requested by an authorized
representative of DTC), any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                                      D-1

<PAGE>

                                                                       EXHIBIT E

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

Wachovia Bank, National Association
Corporate Trust Administration
123 South Broad Street, PA 1249
Philadelphia, Pennsylvania 19109
Attn:  Alan Finn

                Re:   FMC Corporation, a Delaware corporation, as issuer
                      (the "Company"), 10.25% Senior Secured Notes Due 2009
                      (the "Notes")

Dear Sirs:

          In connection with our proposed sale of $_____________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

          (1) the offer of the Notes was not made to a U.S. person or to a
     person in the United States;

          (2) either (a) at the time the buy offer was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States, or (b) the transaction was executed in, on or through the
     facilities of a designated offshore securities market and neither we nor
     any person acting on our behalf knows that the transaction has been
     prearranged with a buyer in the United States;

          (3) no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 904(a) of Regulation S;

          (4) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; and

          (5) we have advised the transferee of the transfer restrictions
     applicable to the Notes.

                                      E-1

<PAGE>

          You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                              Very truly yours,

                                              [Name of Transferor]


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

                                      E-2

<PAGE>

                                                                       EXHIBIT F

                                    GUARANTEE

          Each of the undersigned (the "Subsidiary Guarantors") hereby, jointly
and severally, unconditionally guarantees, to the extent set forth in the
Indenture dated as of October 21, 2002 by and among FMC Corporation, a Delaware
corporation, as issuer (the "Company"), the Subsidiary Guarantors, as
guarantors, and Wachovia Bank, National Association, as Trustee (as amended,
restated or supplemented from time to time, the "Indenture"), and subject to the
Indenture, (a) the due and punctual payment of the principal of, and premium, if
any, and interest on the Notes, when and as the same shall become due and
payable, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on overdue principal of, and premium and, to the extent
permitted by law, interest on the Notes, and the due and punctual performance of
all other obligations of the Company to the Noteholders or the Trustee, all in
accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.

          The obligations of the Subsidiary Guarantors to the Noteholders and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in Article Ten of the Indenture, and reference is hereby made to the Indenture
for the precise terms and limitations of this Guarantee. Each Holder of the Note
to which this Guarantee is endorsed, by accepting such Note, agrees to and shall
be bound by such provisions.

                         [Signatures on Following Pages]

                                      F-1

<PAGE>

          IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
Guarantee to be signed by a duly authorized officer.

                                                      INTERMOUNTAIN RESEARCH AND
                                                         DEVELOPMENT CORPORATION
                                                      FMC ASIA-PACIFIC, INC.
                                                      FMC OVERSEAS, LTD.
                                                      FMC FUNDING CORPORATION
                                                      FMC WFC I, INC.
                                                      FMC DEFENSE CORP.
                                                      FMC WFC II, INC.
                                                      FMC PROPERTIES, LLC
                                                      FMC DEFENSE NL, L.L.C.
                                                      FMC WFC I NL, L.L.C.
                                                      FMC IDAHO LLC


                                                         By:
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                                                         Name:
                                                         Title:

                                      F-2