<PAGE>

                                                                     Exhibit 4.9

                                    DELAWARE
                                 The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FIBER INDUSTRIES, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE THIRTEENTH DAY OF AUGUST, A.D.
1987, AT 10:20 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D.
1987, AT 11:30 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "FIBER INDUSTRIES
ACQUISITION CO., INC." TO "FIBER INDUSTRIES, INC.", FILED THE TWENTY-THIRD DAY
OF OCTOBER, A.D. 1987, AT 10 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FIRST DAY OF JANUARY, A.D. 1988,
AT 10 O'CLOCK A.M.

     CERTIFICATE OF DESIGNATION, FILED THE TWENTY-EIGHTH DAY OF JANUARY, A.D.
1988, AT 12:45 O'CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE FIRST DAY OF NOVEMBER, A.D. 1989, AT 9:15
O'CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE NINTH DAY OF AUGUST, __________

[SEAL]


                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

                                       AUTHENTICATION: 2900406
                                                 DATE: 01-30-04

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                     FIBER INDUSTRIES ACQUISITION CO., INC.

     Pursuant to the provisions of Section 242(b) of the General Corporation Law
of the State of Delaware, the undersigned corporation (the "Corporation") hereby
adopts the following Certificate of Amendment to its Certificate of
Incorporation for the purpose of reducing the total number of its authorized
shares as follows:

          1. The name of the Corporation is Fiber Industries Acquisition Co.,
     Inc.

          2. Article IV of the Certificate of Incorporation of the Corporation
     shall be amended to read in its entirety us follows:

                                   "ARTICLE IV

               The total number of shares of stock which the corporation shall
          have authority to issue is One Thousand (1,000) shares of common
          stock, $0.01 par value per share."

          3. Such amendment was adopted by the directors and shareholders of the
     Corporation pursuant to separate unanimous written consents of even dale
     hereof.

     IN WITNESS WHEREOF, the undersigned Corporation sets its hand this ____ day
of September, 1987.

                                        FIBER INDUSTRIES ACQUISITION CO., INC.


                                        By:
                                            ------------------------------------
                                            Willard M. Hanzlik, Vice President


ATTEST:


By:
    ----------------------------------
    Hunter Nelson, Assistant Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Fiber Industries Acquisition Co., Inc. a corporation organized and existing
under and by virtue of the General corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That by unanimous written consent of even date hereof of the Board of
Directors of Fiber Industries Acquisition Co., Inc. resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of said corporation. The resolution setting forth the proposed amendment is as
follows:

          RESOLVED, that the Certificate of Incorporation of this corporation be
     amended by changing the Article thereof number "1" so that, as amended said
     Article shall read as follows:

          "The name of the corporation is Fiber Industries, Inc."

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the
shareholders of said corporation by unanimous written consent duly adopted said
amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

     IN WITNESS WHEREOF, said Fiber Industries Acquisition Co., Inc. has caused
this certificate to be signed by Willard M. Hanzlik its Vice President, and
Hunter Nelson, its Assistant Secretary, this _____ day of ______________, 1987.


                                        By:
                                            ------------------------------------
                                            Vice President


                                        Attest:
                                                --------------------------------
                                                Assistant Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Fiber Industries, Inc. ("Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

     FIRST: That in lieu of a meeting and vote of directors, the Board of
Directors of the Corporation, by unanimous written consent filed with the
Corporation in accordance with the provisions of Section 141(f) of the General
Corporation Law of the State of Delaware, have adopted resolutions approving and
declaring advisable the following amendment to the Certificate of Incorporation
of the Corporation:

     RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing Article IV so that, as amended, Article IV shall be and read
as follows:

          The total number of shares of stock which the corporation shall have
     the authority to issue is 14,000,000 shares, of which 11,000,000 shares
     shall be shares of common stock, $0.01 par value per share, and 3,000,000
     shares shall be shares of preferred stock, $0.01 par value per share.

          The corporation may issue one or more series of preferred stock, each
     such series to consist of such number of shares as shall be determined by
     resolution of the board of directors creating such series. The preferred
     stock of each such series shall have such voting powers, full or limited,
     or no voting powers, and such designations, preferences and relative,
     participating, optional, redemption, conversion, exchange or other special
     rights and qualifications, limitations or restrictions thereof, as shall be
     stated and expressed by the board of directors in the resolution or
     resolutions providing for the issue of such series of preferred stock
     pursuant to the authority to do so which is hereby expressly vested in the
     board of directors.

          Except as otherwise provided in any resolution or resolutions of the
     board of directors providing for the issue of any particular series of
     preferred stock, the number of shares of stock of any such series so set
     forth in such resolution or resolutions may be increased or decreased (but
     not below the number of shares of such series then outstanding) by a
     resolution or resolutions likewise adopted by the board of directors.

          Except as otherwise provided in any resolution or resolutions of the
     board of directors providing for the issue of any particular series of
     preferred stock, preferred stock redeemed or otherwise acquired by the
     corporation shall assume the status of authorized but unissued preferred
     stock and shall be unclassified as to series and may thereafter, subject to
     the provisions of this Article IV and to any restrictions contained in any
     resolution or resolutions of the board of directors providing for the issue
     of any such series of preferred stock, be reissued in the same manner
     as-other authorized but unissued preferred.

<PAGE>

          Except as otherwise specifically required by law or as specifically
     provided in any resolution or resolutions of the board of directors
     providing for the issue of any particular series of preferred stock, the
     exclusive voting power of the corporation shall be vested in the common
     stock of the corporation. Each share of common stock entitles the holder
     thereof to one vote at all meetings of the stockholders of the corporation.


                                      -5-

<PAGE>

                             FIBER INDUSTRIES, INC.

                           CERTIFICATE OF DESIGNATION

                        OF THE PREFERENCES AND RIGHTS OF

                            THE 15-1/2% EXCHANGEABLE

                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware

     The following resolution was duly adopted by the Board of Directors of
Fiber Industries, Inc., a Delaware corporation (the "Corporation"), pursuant to
the provisions of Section 151 of the General Corporation Law of the State of
Delaware, on January 26, 1988:

     Whereas, the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") authorizes the issuance by the Corporation of a
class of preferred stock, par values $.01 per share ("Preferred Stock"), by the
Corporation;

     RESOLVED that, pursuant to the authority expressly granted to and vested in
the Board of Directors of the Corporation (the "Board of Directors") by the
provisions of the Certificate of Incorporation, the Board of Directors hereby
authorizes the issuance of a series of Preferred Stock which shall consist of
20,000 of the shares of Preferred Stock which the Corporation now has authority
to issue, and the Board of Directors hereby fixes the designation, preferences
and relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the shares of such
series (in addition to the designation, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, set forth in the Certificate of Incorporation of the
Corporation which are applicable to the Preferred Stock) as follows:

          (i) Designation and Number of Shares. The designation of said series
     of the Preferred Stock authorized by this resolution shall be "15-1/2%
     Exchangeable Preferred Stock" (the "Exchangeable Preferred"). The number of
     shares of Exchangeable Preferred that may be issued by the Corporation
     shall be 20,000.

          (ii) Accrual and Payment of Dividends.

          (a) Holders of record of shares of Exchangeable Preferred shall be
     entitled to receive, when and as declared by the Board of Directors, out of
     funds legally available for the payment of dividends, cumulative dividends
     at the annual rate of $155 per share commencing from the issuance date
     thereof, and no more, payable in cash in equal quarterly payments. Such
     dividends shall be payable on the first business day on or following each
     February 1, May 1, August 1 and

<PAGE>

     November 1 (hereinafter referred to as a "Dividend Payment Date")
     commencing May 1, 1988 to persons who are holders of record of the
     Exchangeable Preferred on the immediately preceding January 15, April 15,
     July 15 or October 15, as the case may be (a "Record Date"). Such dividends
     with respect to any share of Exchangeable Preferred shall be cumulative and
     shall accrue (whether or not declared) from the date of issue thereof to
     the date of cancellation or redemption thereof.

          (b) The amount of any dividends accrued on any outstanding share of
     Exchangeable Preferred at the end of any completed dividend period shall be
     deemed to be the amount of any unpaid dividends accrued thereon to and
     including the end of such completed dividend period, whether or not
     declared, and the amount of dividends accrued on any outstanding share of
     Exchangeable Preferred at any date other than the end of any completed
     dividend period shall be calculated as the amount of any unpaid dividends
     accrued thereon to and including the end of the next preceding dividend
     period, whether or not earned or declared, plus an amount calculated on the
     basis of the applicable dividend rate described in subparagraph (ii)(a)
     above for the period after such next preceding completed dividend period to
     and including the date as of which the calculation is made, based on the
     actual number of days elapsed in such dividend period in relation to the
     total number of days in such dividend period. For purposes of this
     subparagraph, dividends shall be deemed to accrue daily.

          (c) So long as any of the Exchangeable Preferred is outstanding, the
     Corporation will not declare or pay or set apart for payment any dividends
     (other than a dividend in Common Stock or in any other class of stock
     ranking junior to the Exchangeable Preferred both as to dividends and upon
     liquidation) or make any other distribution on the Common Stock or any
     other class of stock of the Corporation ranking junior to the Exchangeable
     Preferred either as to dividends or upon liquidation, and will not redeem,
     purchase or otherwise acquire for value, or set apart money for any sinking
     or other analogous fund for the redemption or purchase of, any shares of
     Common Stock or any such other junior class unless all dividends on the
     Exchangeable Preferred for all Dividend Payment Dates prior to or
     concurrent with the payment with respect to any such dividend,
     distribution, redemption, purchase or acquisition as to such Common Stock
     or other junior class (in any such case, a "Junior Payment"), and, if the
     Junior Payment does not occur on a Dividend Payment Date for the
     Exchangeable Preferred, for the next succeeding Dividend Payment Date,
     either (i) shall have been paid or (ii) declared and a sum sufficient for
     the payment thereof placed by the Corporation in an irrevocable trust with
     a bank or trust company (having capital and surplus of not less than
     $100,000,000) in the Borough of Manhattan, the City of New York (a "Trust")
     for the benefit of the holders of the Exchangeable Preferred. No dividends
     shall be paid upon, or declared or set apart for, any shares of any class
     or series of stock of the Corporation ranking on a parity with the
     Exchangeable Preferred in the payment of dividends for any dividend period
     unless at the same time a like proportionate dividend for the same dividend
     period, ratably in proportion to the respective annual dividend rates fixed
     therefor, shall be paid


                                      -7-

<PAGE>

     upon, or declared and set apart for, all shares of Exchangeable Preferred
     then issued and outstanding and entitled to receive such dividend.

          (d) If and so long as the Corporation shall be in default of any
     obligation to make any Mandatory Redemption required by paragraph (iv)(b),
     the Corporation shall not directly or indirectly purchase, redeem or
     discharge any mandatory redemption, sinking fund or any other similar
     obligation in respect of any shares of any class or series of stock of the
     Corporation ranking on a parity with the Exchangeable Preferred in the
     payment of dividends or upon liquidation.

          (iii) Liquidation.

          (a) The shares of Exchangeable Preferred shall be preferred over the
     shares of Common Stock and every other class of stock junior to the
     Exchangeable Preferred either as to dividends or upon liquidation, as to
     assets so that in the event of any liquidation (complete or partial),
     dissolution or winding up of the Corporation, whether voluntary or
     involuntary, the holders of the Exchangeable Preferred shall be entitled to
     receive out of the assets of the Corporation available for distribution to
     its stockholders, whether from capital, surplus or earnings, before any
     distribution is made to holders of shares of Common Stock or on any other
     class of stock junior to the Exchangeable Preferred upon any such
     liquidation, dissolution or winding up, an amount in cash equal to $1,000
     per share (the "Liquidation Value") plus all dividends (whether or not
     earned or declared) accrued and unpaid on the shares of Exchangeable
     Preferred (the "Liquidation Payment"). If, upon any liquidation (complete
     or partial), dissolution or winding up of the Corporation, the assets of
     the Corporation, or proceeds thereof, distributable among the holders of
     shares of Exchangeable Preferred are insufficient to pay in full the
     preferential amount aforesaid, then such assets, or the proceeds thereof,
     shall be distributable among such holders ratably in accordance with the
     respective amounts which would be payable on such shares if all amounts
     payable thereon were payable in full.

          (b) Written notice of any liquidation, dissolution or winding up of
     the Corporation, stating a payment date, the amount of the Liquidation
     Payment and the place where the amount distributable shall be payable,
     shall be given by mail, postage prepaid, not less than 30 days prior to the
     payment date stated therein, to each holder of record of Exchangeable
     Preferred, such notice to be addressed to each such holder at its post
     office address as shown by the records of the Corporation.

          (c) For the purposes of this paragraph (iii), neither the voluntary
     sale, lease, conveyance, exchange or transfer (for cash, shares of stock,
     securities or other consideration) of all or substantially all the property
     or assets of the Corporation nor the consolidation or merger of the
     Corporation with one or more other corporations, shall be deemed to be a
     liquidation, dissolution or winding up, voluntary or involuntary, unless
     such voluntary sale, lease, conveyance, exchange


                                      -8-

<PAGE>

     or transfer shall be in connection with a plan of liquidation, dissolution
     or winding up of the Corporation.

          (d) After the payment in cash to the holders of shares of the
     Exchangeable Preferred of the full amount of the Liquidation Payment with
     respect to outstanding shares of Exchangeable Preferred, the holders of
     outstanding shares of Exchangeable Preferred shall have no right or claim,
     based on their ownership of shares of Exchangeable Preferred, to any of the
     remaining assets of the Corporation.

          (iv) Redemption. The Exchangeable Preferred shall not be redeemable
     except as set forth below:

               (a) On or after May 1, 1991, the Corporation may, at its sole
          option, at any time redeem the shares of Exchangeable Preferred then
          outstanding, in whole or in part (provided that any such partial
          redemption shall not be for less than 1,000 shares of Exchangeable
          Preferred), in accordance with paragraph (v) (each, an "Optional
          Redemption"). In the event of any such redemption the Board of
          Directors shall, by resolution, fix the redemption date, which date
          shall be a Dividend Payment Date no more than 60 and not less than 30
          days from the date the Corporation notifies the holders of outstanding
          shares of Exchangeable Preferred of the Optional Redemption pursuant
          to paragraph v(c) hereof for such shares.

               (b) On May 1, 1999 and May 1, 2000, the Corporation shall, but
          subject to any limitations contained in the credit facility dated as
          of January 15, 1988 (and any amendments thereto or refinancings of the
          indebtedness represented thereby) among the Company, the banks parties
          thereto and The Chase Manhattan Bank, N.A., as agent (such credit
          facility and any amendments thereto or refinancings of the
          indebtedness represented thereby being hereinafter referred to as the
          "Credit Agreement") and in the indenture dated as of January 15, 1988
          (and any amendments thereto or refinancings of the indebtedness
          represented thereby), between the Company and MTrust Corp, as trustee
          pursuant to which the Company will issue up to $120,000,000 aggregate
          principal amount of its Senior Subordinated Increasing Rate Notes due
          January 15, 1995 (such indenture and any such amendments thereto or
          refinancings of the indebtedness represented thereby being hereinafter
          referred to as the "Indenture"), redeem a number of outstanding
          shares, if any, of Exchangeable Preferred having a Liquidation Value
          equal to 33 1/3% of the excess, on such redemption date, of (i) the
          aggregate Liquidation Value of all shares of Exchangeable Preferred
          originally issued over (ii) the aggregate Liquidation Value of all
          shares of Exchangeable Preferred theretofore exchanged for Exchange
          Debentures pursuant to paragraph (vi) below; and all outstanding
          shares of Exchangeable Preferred shall be redeemed by the Corporation
          on January 15, 2001 (each, a "Mandatory Redemption"), all in
          accordance with paragraph (v). The Corporation's


                                      -9-

<PAGE>

          obligations under this subparagraph (iv)(b) shall not be affected by
          any Optional Redemption.

          (v) Terms of Redemption.

          (a) The redemption price for each share of Exchangeable Preferred
     redeemed pursuant to an Optional Redemption shall be 100% of its
     Liquidation Value, except that each share of Exchangeable Preferred
     redeemed on or before May 1, 1996 shall be redeemed at a redemption price
     of the sum of (i) 100% of its Liquidation Value, (ii) a premium, if any,
     determined as hereinafter provided in this subparagraph (v)(a), and (iii)
     accrued and unpaid dividends through the redemption date.

     The premium for any Optional Redemption occurring on or before May 1, 1996
     shall be determined by computing the positive remainder, if any, of (A) the
     present value, as of the date of such redemption, of the sum of (1) the
     aggregate Liquidation Value of the shares to be redeemed, assuming for
     purposes of this computation that such Liquidation Value would be realized
     on May 1, 1996 plus (2) all scheduled dividend payments with respect to
     such shares from the respective dates on which, but for such redemption,
     such dividend payments would have been payable through May 1, 1996,
     discounted on a quarterly compounded basis utilizing a discount factor
     equal to the Reinvestment Yield (as hereinafter defined), minus (B) the
     aggregate Liquidation Value of the shares of Preferred Stock to be redeemed
     under this subparagraph (v)(a). For purposes of this subparagraph (v)(a),
     "Reinvestment Yield" means one-fourth of the lesser of (A) 15.5% and (B)
     3.50% plus the arithmetic mean of the two most recent weekly average yields
     to maturity for actively traded marketable U.S. Treasury fixed interest
     rate securities with maturity dates closest to May 1, 1996, as published by
     the Federal Reserve Board in its Statistical Release H.15(519) for the two
     calendar weeks ending on the Saturday next preceding the date of the
     proposed redemption or, if such average is not published for such period,
     of such reasonably comparable index as may be designated by the holder or
     holders of at least two-thirds of the shares of Exchangeable Preferred to
     be redeemed pursuant to this subparagraph (v)(a). The Reinvestment Yield
     shall be calculated from the interpolated U.S. Treasury yields on a
     straight-line basis, rounding to the nearest month.

          (b) The redemption price for each share of Exchangeable Preferred
     redeemed pursuant to a Mandatory Redemption shall be 100% of the
     Liquidation Value of such share, together with accrued but unpaid dividends
     through the redemption date.

          (c) Not less than 30 nor more than 60 days prior to the date fixed for
     an Optional Redemption or an exchange pursuant to paragraph (vi) below or
     prior to the scheduled date of any Mandatory Redemption, a notice of the
     time, date and place thereof shall be given to the holders of record of the
     shares of Exchangeable Preferred so to be redeemed in such manner as may be
     prescribed


                                      -10-

<PAGE>

     by the Board of Directors and such notice shall specify the number of
     shares of Exchangeable Preferred to be redeemed, together with the premium,
     if any, to be paid in respect thereof (expressed by reference to the
     Reinvestment Yield) and the date fixed for such redemption.

          (d) Subject to any limitations contained in the Credit Agreement and
     the Indenture, the Corporation may deposit the aggregate redemption price
     of Exchangeable Preferred to be redeemed in a Trust prior to the redemption
     date. If notice of redemption shall have been duly mailed, and upon making
     such deposit, or, if no such deposit is made, then upon such redemption
     date (provided that payment thereof is made available by the Corporation on
     the redemption date), holders of the Exchangeable Preferred to be redeemed
     on such date shall cease to be stockholders with respect to such shares and
     thereafter such shares shall no longer be transferable on the books of the
     Corporation and such holders shall have no interest in or claim against the
     Corporation with respect to such shares except the right to receive payment
     of the redemption price (including all dividends (whether or not earned or
     declared) accrued and unpaid to the date fixed for redemption) upon
     surrender of their certificates. Any funds deposited and unclaimed at the
     end of two years from the date fixed for redemption shall be repaid to the
     Corporation upon its request, after which repayment the holders of shares
     to have been redeemed shall look only to the Corporation for payment of the
     redemption price. The Board of Directors may cause the transfer books of
     the Corporation to be closed after sending out the notice required by
     paragraph v(b) hereof.

          (e) Any redemption of the Exchangeable Preferred under any Optional
     Redemption or Mandatory Redemption shall be accomplished out of funds
     legally available for such purpose at the redemption price and in the
     manner and with the effect provided in this paragraph (v). In the event the
     Corporation is required to redeem any shares of Exchangeable Preferred
     pursuant to a Mandatory Redemption and does not. have sufficient funds
     legally available to redeem all such shares on the applicable Dividend
     Payment Date, it shall use the funds available, if any, to redeem shares
     pro rata.

          (f) If less than all of the outstanding shares of the Exchangeable
     Preferred are to be redeemed pursuant to any Optional Redemption, Mandatory
     Redemption or exchange pursuant to paragraph (vi), the shares of
     Exchangeable Preferred to be redeemed or exchanged shall be determined pro
     rata (as nearly as may be, with adjustments to equalize for any prior
     redemptions) to all holders of Exchangeable Preferred, according to the
     respective number of shares of Exchangeable Preferred held by such holders
     (and for such purpose, if any holder shall hold shares of Exchangeable
     Preferred evidenced by more than one certificate such redemption shall also
     be allocated on such basis among such certificates as such holder shall
     request on a timely basis).


                                      -11-

<PAGE>

          (g) Prior to the redemption date of any Optional Redemption, as
     promptly as possible after the redemption price can be determined, the
     Corporation shall deliver to each holder of shares to be redeemed a copy of
     the calculation of the redemption price.

          (h) Upon any redemption of shares of Exchangeable Preferred, the
     shares of Exchangeable Preferred so redeemed shall have the status of
     authorized and unissued shares of Preferred Stock, unclassified as to
     series, and the number of shares of Preferred Stock which the Corporation
     shall have authority to issue shall not be decreased by the redemption of
     shares of Exchangeable Preferred. No shares of Exchangeable Preferred so
     redeemed shall be reissued as Exchangeable Preferred.

          (vi) Exchange.

          (a) Except as provided below, the Corporation may exchange for shares
     of Exchangeable Preferred then outstanding (in whole or in part, provided
     that any such partial exchange shall be for not less than 1,000 shares), at
     its sole option on any Dividend Payment Date following May 1, 1990 its
     Junior Subordinated Exchange Debentures (the "Exchange Debentures"), issued
     pursuant to an indenture in the form attached hereto as Exhibit A, on the
     terms set forth in subparagraph (vi)(b). The Corporation's right to
     exchange the Exchange Debentures for Exchangeable Preferred pursuant to
     this paragraph (vi) shall be suspended at any time during which (w) a
     default or an event of default has occurred and is continuing under any
     loan agreement, indenture or other evidence of indebtedness to which the
     Corporation is a party or to the extent that any such issuance would result
     in such a default or event of default, (x) such exchange is prohibited by
     applicable law or any applicable provisions contained in the Certificate of
     Incorporation, any loan agreement, indenture or other evidence of
     indebtedness to which the Corporation is a party which limits the
     Corporation's indebtedness (y) accrued dividends on any shaves of
     Exchangeable Preferred have not been paid or (z) if the Exchangeable
     Preferred as a series has been registered pursuant to the Securities Act of
     1933 (the "Act"), a registration statement under the Act relating to the
     Exchange Debentures has not been filed with, and been declared effective
     by, the Securities and Exchange Commission or the Indenture has not been
     qualified under the Trust Indenture Act of 1939.

          (b) Exchange Debentures issued pursuant to subparagraph (vi)(a) shall
     be exchanged for Exchangeable Preferred in a principal amount equal to the
     aggregate Liquidation Value of shares of Exchangeable Preferred being
     exchanged; provided that, as a condition to any such exchange, the
     Corporation shall have declared and paid, or set apart in trust a sum
     sufficient for the payment of, all accrued and unpaid dividends on the
     shares of Exchangeable Preferred so exchanged to the date of such exchange.

          (vii) Voting. (a) The holders of shares of Exchangeable Preferred
     shall have no voting rights whatsoever, except as hereinafter provided. In
     addition to


                                      -12-

<PAGE>

     any voting rights to which the holders of shares of Exchangeable Preferred
     may be entitled under the laws of the State of Delaware, the holders of
     Exchangeable Preferred shall have the following voting rights:

               (1) If and whenever at any time or times (A) dividends payable on
          Exchangeable Preferred shall have been in arrears and unpaid in an
          aggregate amount equal to or exceeding the amount of dividends payable
          thereon for six (6) quarterly periods (whether or not consecutive) or
          (B) the Corporation shall have failed to effect a Mandatory Redemption
          as provided in subparagraph (iv)(b), then the number of directors
          constituting the Board of Directors shall, without further action, be
          increased by two (hereinafter referred to as the "Additional
          Directors") and the holders of Exchangeable Preferred shall have, in
          addition to the other voting rights set forth herein, the exclusive
          right, voting separately as a class, to elect the Additional Directors
          to fill such newly created directorships, the remaining directors to
          be elected by the other class or classes of stock entitled to vote
          therefor, at each meeting of stockholders held for the purpose of
          electing directors.

               (2) Whenever the voting rights of the Exchangeable Preferred set
          forth in subparagraph (vii)(a)(1) shall have vested, such rights may
          be exercised initially either at a special meeting of the holders of
          the Exchangeable Preferred having such voting right, called as
          hereinafter provided, or at any annual meeting of stockholders held
          for the purpose of electing directors, or by the written consent of
          the holders of the Exchangeable Preferred entitled to vote thereon
          pursuant to Section 228 of the Delaware General Corporation Law. Such
          voting right shall continue until such time as (A) all cumulative
          dividends accumulated on the Exchangeable Preferred shall have been
          paid in full; and (B) all scheduled Mandatory Redemptions or similar
          obligations with respect to any other series shall have been made; at
          which time such voting rights of the holders of the Exchangeable
          Preferred shall terminate, subject to revesting in the event of each
          and every subsequent non-payment of dividends of the character
          indicated in subparagraph (vii)(a)(1) or failure to effect a Mandatory
          Redemption as required by subparagraph (iv)(b).

               (3) At any time when such voting rights shall have vested in any
          of the holders of the Exchangeable Preferred, and if such rights shall
          not already have been initially exercised, a proper officer of the
          Corporation shall, upon the written request of the holders of record
          of 10% in number of shares of Exchangeable Preferred outstanding then
          having such voting rights, addressed to the Secretary of the
          Corporation, call a special meeting of the holders of the Exchangeable
          Preferred having such voting rights and of any other class or classes
          of stock having voting power with respect thereto for the purpose of
          electing directors. Such meeting shall be held at the earliest
          practicable date upon the notice required for annual meetings of
          stockholders at the place for holding


                                      -13-

<PAGE>

          annual meetings of stockholders of the Corporation or, if none, at a
          place designated by the Secretary of the Corporation. If such meeting
          shall not be called by the proper officers of the Corporation within
          20 days after the personal service of such written request upon the
          Secretary of the Corporation, or within 20 days after mailing the same
          within the United States of America, by registered mail addressed to
          the Secretary of the Corporation at its principal office (such mailing
          to be evidenced by the registry receipt issued by the postal
          authorities), then the holders of record of at least 10% in number of
          shares of the Exchangeable Preferred then outstanding which would be
          entitled to vote at such meeting may designate in writing one of their
          number to call such meeting at the expense of the Corporation, and
          such meeting may be called by such person so designated upon the
          notice required for annual meetings of stockholders and shall be held
          at the same place as is elsewhere provided in this subparagraph (3).
          Any holder of the Exchangeable Preferred which would be entitled to
          vote at such meeting shall have access to the stock books of the
          Corporation for the purpose of causing a meeting of stockholders to be
          called pursuant to the provisions of this paragraph. Notwithstanding
          the provisions of this paragraph, however, no such special meeting
          shall be called during a period within 90 days immediately preceding
          the date fixed for the next annual meeting of stockholders.

               (4) At any meeting held for the purpose of electing directors at
          which the holders of Exchangeable Preferred shall have the right to
          elect directors as provided herein, the presence in person or by proxy
          of the holders of 33-1/3% of the then outstanding shares of
          Exchangeable Preferred having such right shall be required and be
          sufficient to constitute a quorum of such class for the election of
          directors by such class. At any such meeting or adjournment thereof
          (A) the absence of a quorum of the holders of the Exchangeable
          Preferred having such right shall not prevent the election of
          directors other than those to be elected by the holders of stock of
          such class and the absence of a quorum or quorums of the holders of
          capital stock entitled to elect such other directors shall not prevent
          the election of directors to be elected by the holders of the
          Exchangeable Preferred entitled to elect such directors and (B) in the
          absence of a quorum of the holders of any class of stock entitled to
          vote for the election of directors, a majority of the holders present
          in person or by proxy of such class shall have the power to adjourn
          the meeting for the election of directors which the holders of such
          class are entitled to elect, from time to time, without notice other
          than announcement at the meeting, until a quorum shall be present.

               (5) The term of office of all Additional Directors in office at
          any tine when the aforesaid voting rights are vested in the holders of
          the Exchangeable Preferred having such voting rights shall terminate
          upon the election of their successors by the holders of such
          Exchangeable Preferred


                                      -14-

<PAGE>

          at any meeting of stockholders for the purpose of electing directors.
          Upon any termination of the aforesaid voting rights, the term of
          office of all Additional Directors then in office shall thereupon
          terminate and upon such termination the number of directors
          constituting the Board of Directors shall, without further action, be
          reduced by that number of Additional Directors whose terms expire
          pursuant to this subparagraph (vii)(a)(5), subject always to the
          increase of the number of directors pursuant to subparagraph
          (vii)(a)(1) in case of the future right of the holders of the
          Exchangeable Preferred to elect Additional Directors.

               (6) In exercising such voting rights, each share of Exchangeable
          Preferred shall be entitled to one vote.

          (b) So long as any shares of the Exchangeable Preferred remain
     outstanding, the Corporation will not, either directly or indirectly or
     through merger or consolidation with any other corporation, without the
     affirmative vote at a meeting or the written consent with or without a
     meeting of the holders of at least 66 2/3% of the number of shares of the
     Exchangeable Preferred then outstanding (1) approve the issuance of any
     additional shares of Preferred Stock or any capital stock in each case
     ranking senior to or pari passu with the Exchangeable Preferred either as
     to dividends or upon liquidation or increase the authorized number of
     shares of Preferred Stock or of any class or classes of stock ranking prior
     to or pari passu with the Exchangeable Preferred either as to dividends or
     upon liquidation, or (2) amend, alter or repeal any of the provisions of
     this Certificate, or of the Certificate of Incorporation of the
     Corporation, so as to affect adversely the preferences, special rights or
     powers of the Exchangeable Preferred, or (3) approve the merger or
     consolidation of the Corporation with or into any other corporation, unless
     the corporation resulting from such merger or consolidation will have after
     such merger or consolidation no class of stock and no other equity
     securities either authorized or outstanding ranking prior to the
     Exchangeable Preferred either as to the payment of dividends or upon
     liquidation, except the same number of shares of stock and the same amount
     of other securities with the same rights and preferences as the stock and
     other equity securities of the Corporation respectively authorized and
     outstanding immediately preceding such merger or consolidation, and each
     holder of Exchangeable Preferred immediately preceding such merger or
     consolidation shall receive the same number of shares, with the same rights
     and preferences, of stock of the resulting corporation, or (4) approve the
     purchase or redemption of less than all the Exchangeable Preferred at the
     time outstanding unless the full accrued dividends for all prior and the
     then current dividend periods shall either (i) have been paid or (ii)
     declared and a sum sufficient for the payment thereof set apart for such
     payment; provided, however, that the Corporation will not, either directly
     or indirectly or through merger or consolidation with any other
     corporation, without the affirmative vote at a meeting or the written
     consent with or without a meeting of the holders of at least 95% of the
     number of shares of Exchangeable Preferred then outstanding, take any
     action which would amend the provisions


                                      -15-

<PAGE>

     hereof relating to dividends on or Mandatory Redemptions of the
     Exchangeable Preferred.

          (c) Notwithstanding anything in subparagraph (vii)(a) or (b) to the
     contrary, no holder of any shares of Exchangeable Preferred shall be
     entitled to such voting rights, and such holder will be prohibited from
     exercising such voting rights, to the extent that such holder's being
     entitled to such voting rights would cause such holder or its affiliates to
     be in violation of any law, regulation, order, rule or other requirement of
     any government authority restricting or prohibiting such holder or its
     affiliates from owning, directly or indirectly, or controlling or having
     the power to control or have the power to vote the Exchangeable Preferred.
     Any shares for which voting rights shall not be permitted in accordance
     with this subparagraph (vii)(c) shall be excluded for purposes of
     determining whether the required votes shall have been obtained or whether
     a quorum has been obtained on any matter to be voted upon by the holders of
     Exchangeable Preferred pursuant to paragraph (vii).

          (viii) No Consent for Certain Actions. No consent (other than as may
     be provided in paragraph (vii)) of holders of the Exchangeable Preferred
     shall be required for (among other things) (a) the creation of any
     indebtedness of any kind of the Corporation, (b) the creation of any class
     of stock of the Corporation ranking junior both as to dividends and upon
     liquidation to the Exchangeable Preferred or (c) any increase or decrease
     in the amount of authorized Common Stock or any increase, decrease or
     change in the par value thereof.

     IN WITNESS WHEREOF, I have signed this certificate and caused the corporate
seal of the Corporation to be hereunder affixed this _____ day of January, 1988.


                                        ----------------------------------------
                                        President of Fiber Industries, Inc.


Attest:


-------------------------------------
Secretary


                                      -16-

<PAGE>

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

                             FIBER INDUSTRIES, INC.

                                       TO

                        MTRUST CORP, NATIONAL ASSOCIATION

                                     Trustee

                                    INDENTURE

                                   ----------

                      Dated as of _________________, 198[_]

                                   ----------

                                   $20,000,000
                     Junior Subordinated Exchange Debentures
                              due January 15, 2001

================================================================================
<PAGE>

                             FIBER INDUSTRIES, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
             and Indenture, dated as of ______________ ____, 198[_]

<TABLE>
<CAPTION>
Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------
<S>                                                            <C>
Section 310(a)(1)...........................................     609
           (a)(2)...........................................     609
           (a)(3)...........................................     Not Applicable
           (a)(4)...........................................     Not Applicable
           (b)..............................................     608
Section 311(a)..............................................     613(a)
           (b)..............................................     613(b)
           (b)(2)...........................................     703(a)(2)
                                                                 703(b)
Section 312(a)..............................................     701
                                                                 702(a)
           (b)..............................................     702(b)
           (c)..............................................     702(c)
Section 313(a)..............................................     703(a)
           (b)..............................................     703(b)
           (c)..............................................     703(a), 703(b)
           (d)..............................................     703(c)
Section 314(a)..............................................     704
           (b)..............................................     Not Applicable
           (c)(1)...........................................     102
           (c)(2)...........................................     102
           (c)(3)...........................................     Not Applicable
           (d)..............................................     Not Applicable
           (e)..............................................     102
Section 315(a)..............................................     601(a)
           (b)..............................................     602
                                                                 703(a)(60
           (c)..............................................     601(b)
           (d)..............................................     601(c)
           (d)(1)...........................................     601(a)(1)
           (d)(2)...........................................     601(c)(2)
           (d)(3)...........................................     601(c)(3)
           (e)..............................................     514
Section 316(a)..............................................     101
           (a)(1)(A)........................................     502
                                                                 512
           (a)(1)(B)........................................     513
</TABLE>

----------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
     part of this Indenture.

<PAGE>

<TABLE>
<S>                                                            <C>
           (a)(2)...........................................     Not Applicable
           (b)..............................................     508
Section 317(a)(1)...........................................     503
           (a)(2)...........................................     504
           (b)..............................................     1003
Section 318(a)..............................................     107
</TABLE>


                                      (ii)
<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<S>                                                                           <C>
Parties....................................................................    1
Recitals of the Company....................................................    1

ARTICLE ONE Definitions and Other Provisions...............................    1
   SECTION 101.  Definitions...............................................    1
      Acceleration.........................................................    2
      Act..................................................................    2
      Affiliate............................................................    2
      Agent................................................................    2
      Authenticating Agent.................................................    2
      Authorized Denominations.............................................    2
      Bank Credit Agreement................................................    3
      Board of Directors...................................................    3
      Board Resolution.....................................................    3
      Business Day.........................................................    3
      Capital Stock........................................................    3
      Commission...........................................................    3
      Company..............................................................    3
      Company Request; Company Order.......................................    3
      Corporate Trust Office...............................................    3
      Corporation..........................................................    3
      Default..............................................................    3
      Defaulted Interest...................................................    3
      Effective Time.......................................................    3
      Event of Default.....................................................    4
      Exempt Securities....................................................    4
      Government Obligations...............................................    4
      Holder...............................................................    4
      Increasing Rate Note Indenture.......................................    4
      Increasing Rate Notes................................................    4
      Incur................................................................    4
      Indebtedness.........................................................    5
      Indenture............................................................    5
      Insolvency or Liquidation Proceeding.................................    5
      Interest Payment Date................................................    5
      Maturity.............................................................    5
      Officer..............................................................    5
      Officers' Certificate................................................    5
      Opinion of Counsel...................................................    5
      Outstanding..........................................................    6
</TABLE>

----------
*    This table of contents shall not, for any purpose, be deemed to be a part
     of the Indenture.


                                       (i)

<PAGE>

<TABLE>
<S>                                                                           <C>
      Paying Agent.........................................................    6
      Person...............................................................    6
      Predecessor Security.................................................    6
      Principal............................................................    7
      Redemption Date......................................................    7
      Redemption Price.....................................................    7
      Regular Record Date..................................................    7
      Reinvestment Yield...................................................    7
      Representative.......................................................    7
      Responsible Officer..................................................    7
      Securities...........................................................    7
      Securities Act.......................................................    7
      Security Register and Security Registrar.............................    8
      Senior Indebtedness..................................................    8
      Senior Subordinated Indebtedness.....................................    8
      Senior Subordinated Indenture........................................    8
      Significant Subsidiary...............................................    8
      Special Record Date..................................................    9
      Stated Maturity......................................................    9
      Subsidiary...........................................................    9
      Trustee..............................................................    9
      Trust Indenture Act..................................................    9
      Vice President.......................................................    9
      Voting Stock.........................................................    9
   SECTION 102.  Compliance Certificates and Opinions......................    9
   SECTION 103.  Form of Documents Delivered to Trustee....................   10
   SECTION 104.  Acts of Holders...........................................   10
   SECTION 105.  Notices, Etc. to Trustee and Company......................   11
   SECTION 106.  Notice to Holders; Waiver.................................   11
   SECTION 107.  Conflict with Trust Indenture Act.........................   12
   SECTION 108.  Effect of Headings and Table of Contents..................   12
   SECTION 109.  Successors and Assigns....................................   12
   SECTION 110.  Separability Clause.......................................   12
   SECTION 111.  Benefits of Indenture.....................................   12
</TABLE>


                                      (ii)

<PAGE>

<TABLE>
<S>                                                                           <C>
   SECTION 112.  Choice of Law; Consent go Jurisdiction....................   13
   SECTION 113.  Legal Holidays............................................   13
   SECTION 114.  Limitation on Agreements..................................   13
   SECTION 115.  Execution in Counterparts.................................   14

ARTICLE TWO SECURITY FORMS.................................................   14
   SECTION 201.  Forms Generally...........................................   14
   SECTION 202.  Form of Face of Security..................................   15
   SECTION 203.  Form of Reverse of Security...............................   17
   SECTION 204.  Form of Trustee's Certificate of Authentication...........   19

ARTICLE THREE THE SECURITIES...............................................   20
   SECTION 301.  Title and Terms...........................................   20
   SECTION 302.  Denominations.............................................   20
   SECTION 303.  Execution, Authentication, Delivery and Dating............   21
   SECTION 304.  Temporary Securities......................................   21
   SECTION 305.  Registration, Registration of Transfer and Exchange.......   21
   SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..........   22
   SECTION 307.  Payment of Interest; Interest Rights Preserved............   23
   SECTION 308.  Persons Deemed Owners.....................................   24
   SECTION 309.  Cancellation..............................................   25
   SECTION 310.  Computation of Interest...................................   25

ARTICLE FOUR SATISFACTION AND DISCHARGE....................................   25
   SECTION 401.  Satisfaction and Discharge of Indenture...................   25
</TABLE>


                                      (iii)

<PAGE>

<TABLE>
<S>                                                                           <C>
   SECTION 402.  Application of Trust Money................................   26

ARTICLE FIVE REMEDIES......................................................   26
   SECTION 501.  Events of Default.........................................   26
   SECTION 502.  Acceleration of Maturity; Rescission and Annulment........   28
   SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
                 Trustee...................................................   29
   SECTION 504.  Trustee May File Proofs of Claim..........................   30
   SECTION 505.  Trustee May Enforce Claims Without Possession of
                 Securities................................................   31
   SECTION 506.  Application of Money Collected............................   31
   SECTION 507.  Limitation on Suits.......................................   31
   SECTION 508.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest......................................   32
   SECTION 509.  Restoration of Rights and Remedies........................   32
   SECTION 510.  Rights and Remedies Cumulative............................   33
   SECTION 511.  Delay or Omission Not Waiver..............................   33
   SECTION 512.  Control by Holders........................................   33
   SECTION 513.  Waiver of Past Defaults...................................   33
   SECTION 514.  Undertaking for Costs.....................................   34
   SECTION 515.  Waiver of Stay or Extension Laws..........................   34

ARTICLE SIX THE TRUSTEE....................................................   34
   SECTION 601.  Certain Duties and Responsibilities.......................   34
   SECTION 602.  Notice of Defaults........................................   35
   SECTION 603.  Certain Rights of Trustee.................................   36
</TABLE>


                                      (iv)

<PAGE>

<TABLE>
<S>                                                                           <C>
   SECTION 604.  Not Responsible for Recitals or Issuance of Securities....   37
   SECTION 605.  May Hold Securities.......................................   37
   SECTION 606.  Money Held in Trust; Investment of Money..................   37
   SECTION 607.  Compensation and Reimbursement............................   38
   SECTION 608.  Disqualification; Conflicting Interests...................   38
   SECTION 609.  Corporate Trustee Required; Eligibility...................   43
   SECTION 610.  Resignation and Removal; Appointment of Successor.........   43
   SECTION 611.  Acceptance of Appointment by Successor....................   44
   SECTION 612.  Merger, Conversion, Consolidation or Succession to
                 Business..................................................   45
   SECTION 613.  Preferential Collection of Claims Against Company.........   45
   SECTION 614.  Appointment of Authenticating Agent.......................   49

ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY.............   51
   SECTION 701.  Company to Furnish Trustee Names and Addresses of
                 Holders...................................................   51
   SECTION 702.  Preservation of Information; Communications to Holders....   51
   SECTION 703.  Reports by Trustee........................................   52
   SECTION 704.  Reports by Company........................................   53

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE,...........................   55
   SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms......   55
   SECTION 802.  Successor Substituted.....................................   56

ARTICLE NINE SUPPLEMENTAL INDENTURES.......................................   56
   SECTION 901.  Supplemental Indentures Without Consent of Holders........   56
   SECTION 902.  Supplemental Indentures With Consent of Holders...........   56
</TABLE>


                                       (v)

<PAGE>

<TABLE>
<S>                                                                           <C>
   SECTION 903.  Execution of Supplemental Indentures......................   57
   SECTION 904.  Effect of Supplemental Indentures.........................   57
   SECTION 905.  Conformity with Trust Indenture Act.......................   58
   SECTION 906.  Reference in Securities to Supplemental Indentures........   58
   SECTION 907.  Limitations on Amendments.................................   58

ARTICLE TEN COVENANTS......................................................   58
   SECTION 1001. Payment of Securities.....................................   59
   SECTION 1002. Maintenance of Office or Agency...........................   59
   SECTION 1003. Money for Security Payments to Be Held in Trust...........   59
   SECTION 1004. Preservation of Corporate Existence.......................   60
   SECTION 1005. Maintenance of Properties.................................   60
   SECTION 1006. Payment of Taxes and Other Claims.........................   61
   SECTION 1007. Statement by Officers as to Default.......................   61
   SECTION 1008. Waiver of Certain Covenants...............................   61

ARTICLE ELEVEN REDEMPTION OF SECURITIES....................................   62
   SECTION 1101. Right of Redemption.......................................   62
   SECTION 1102. Applicability of Article..................................   62
   SECTION 1103. Election to Redeem; Notice to Trustee.....................   62
   SECTION 1104. Selection by Trustee of Securities to Be Redeemed.........   63
   SECTION 1105. Notice of Redemption......................................   63
   SECTION 1106. Deposit of Redemption Price...............................   63
   SECTION 1107. Securities Payable on Redemption Date.....................   64
</TABLE>


                                      (vi)

<PAGE>

<TABLE>
<S>                                                                           <C>
   SECTION 1108. Securities Redeemed in Part...............................   64

ARTICLE TWELVE SINKING FUND................................................   64
   SECTION 1201. Sinking Fund Payments.....................................   64
   SECTION 1202. Redemption of Securities for Sinking Fund.................   65

ARTICLE THIRTEEN SUBORDINATION OF SECURITIES...............................   65
   SECTION 1301. Agreement of Subordination................................   65
   SECTION 1302. Payments to Holders.......................................   65
   SECTION 1303. Subrogation of Securities.................................   67
   SECTION 1304. Authorization by Holders..................................   68
   SECTION 1305. Notice to Trustee.........................................   68
   SECTION 1306. Trustee's Relation to Senior Indebtedness.................   69
   SECTION 1307. No Impairment of Subordination............................   69
   SECTION 1308. Reliance on Judicial Order or Certificate of
                 Liquidating Agent.........................................   70
   SECTION 1309. Article Applicable to Paying Agents.......................   70

ARTICLE FOURTEEN IMMUNITY OF CORPORATE STOCKHOLDERS,.......................   70
   SECTION 1401. Indenture and Securities Solely Corporate Obligations.....   70
</TABLE>


                                      (vii)
<PAGE>

     INDENTURE, dated as of ______________, 198[__], between Fiber Industries,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company", which term includes any successor
corporation or corporations under the Indenture), having its principal office at
Charlotte, North Carolina 23201, and MTrust Corp. National Association, a
national banking association duly organized and existing under the laws of the
United States, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the creation of an issue of its Junior
Subordinated Exchange Debentures (herein called the "Securities"), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     SECTION 101 Definitions.

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

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

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

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the
     generally

<PAGE>

     accepted accounting principles which shall be applied under this Indenture
     are those which shall be in effect from time to time, unless a change in a
     principle of accounting in effect on the date hereof would cause the
     Company to be in Default, in which event the generally accepted accounting
     principles as in effect on the date hereof will be applied; and

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

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

     "Acceleration" means, (a) with respect to any Indebtedness, any event
pursuant to which such Indebtedness or any portion thereof becomes or is
declared to be due and payable prior to the date on which such Indebtedness
would otherwise be or become due and payable and (b) with respect to any
Indebtedness (including Indebtedness under the Bank Credit Agreement) which, by
its terms, is required, subject to the satisfaction of specified conditions, to
be renewed, refunded or extended, any failure of such Indebtedness (or such
portion thereof as is so required to be renewed, refunded or extended) to be so
renewed, refunded or extended by reason of either (i) the failure, of one or
more of such specified conditions to be satisfied, other than pursuant to any
optional prepayment or scheduled amortization of such Indebtedness or (ii) the
breach by the holder or holders of such Indebtedness of its or their respective
obligations to renew, refund or extend such Indebtedness.

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

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

     "Agent" means the then acting Agent (or if there is then more than one
Agent a majority of the Agents) under the Bank Credit Agreement or any successor
thereto exercising substantially the same rights and powers or, if there is then
no acting Agent under the Bank Credit Agreement or there is then no such
successor, holders of Senior Indebtedness under or with respect to the Bank
Credit Agreement holding a majority of the principal amount of Senior
Indebtedness outstanding thereunder.

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

     "Authorized Denominations" has the meaning specified in Section 302.


                                       -2-

<PAGE>

     "Bank Credit Agreement" means the Credit Agreement dated as of January 28,
1988 among the Company, the Banks named therein and Chase Manhattan Bank
(National Association), as Agent, as the same may from time to time be amended,
renewed, supplemented, restated or otherwise modified.

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

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

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the State of North Carolina,
the State of Texas or the State of New York are authorized or obligated by law
or executive order to close.

     "Capital Stock" means, in the case of any Corporation, any and all shares
(however designated) of the capital stock of such Corporation now or hereafter
outstanding.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

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

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

     "Corporate Trust Office" means the principal office of the Trustee at Three
Allen Center, 333 Clay Street, Houston, Texas 77002 at which at any particular
time its corporate trust business shall be administered.

     "Corporation" means a corporation, association, company, joint-stock
company or business trust.

     "Default" means any event which after the giving of notice or the passage
of time or both would constitute an Event of Default.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Effective Time" has the meaning specified in Section 201.


                                       -3-

<PAGE>

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

     "Exempt Securities" means common or preferred stock of the Company or
warrants, rights or options issued by the Company to purchase such common or
preferred stock, provided that such common or preferred stock or such warrants,
rights or options shall constitute Exempt Securities only if issued for the
purpose of funding, financing, or refinancing, at any time, all or a portion of
the Securities, including related fees, expenses and other transaction costs.
The term "Exempt Proceeds of Exempt Securities" means the aggregate cash
proceeds received by the Company from the issuance of Exempt Securities (after
underwriting commissions and other transaction expenses).

     "Government Obligations" means bonds or other securities which, as to
principal and interest, constitute (i) direct obligations of the United States
of America or (ii) direct 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 by the United States of America
which, in either case under clauses (i) or (ii) 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
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation 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 from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depositary receipt.

     "Holder" means a Person in whose name a Security is registered in the
Security Register and any Person who is the holder of a Security which is deemed
to be Outstanding hereunder.

     "Increasing Rate Note Indenture" means the Indenture between the Company
and MTrust Corp, National Association, as trustee, dated as of January 15, 1988,
pursuant to which the Company has issued up to $120,000,000 aggregate principal
amount of the Company's Senior Subordinated Increasing Rate Notes.

     "Increasing Rate Notes" means the $120,000,000 aggregate principal amount
of the Company's Senior Subordinated Increasing Rate Notes issued pursuant to
the Increasing Rate Note Indenture.

     "Incur" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, assume, guarantee, incur or otherwise become liable in
respect of such Indebtedness or other obligation (and "Incurrence", "Incurred"
and "Incurring" shall have meanings correlative to the foregoing), provided that
a change in generally accepted accounting principles that results in an
obligation of such Person that exists at such time becoming Indebtedness shall
not be deemed an Incurrence of such Indebtedness.


                                       -4-

<PAGE>

     "Indebtedness" means, with respect to any Person, and without duplication,
(i) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money or evidenced by bonds, debentures,
notes or similar instruments (whether or not the recourse of the lender is to
the whole of the assets of such Person or to only a portion thereof), (ii) all
reimbursement obligations and other liabilities (contingent or otherwise) of
such Person with respect to letters of credit or bankers' acceptances issued for
the account of such Person or with respect to interest rate protection
agreements or currency exchange agreements, (iii) all obligations and other
liabilities (contingent or otherwise) of such Person with respect to any
conditional sale, installment sale or other title retention agreement, purchase
money mortgage or security interest, or otherwise to pay the deferred purchase
price of property or services (except trade accounts payable and accrued
expenses arising in the ordinary course of business) or in respect of any sale
and leaseback arrangement, (iv) all obligations and liabilities (contingent or
otherwise) in respect of leases by such Person as lessee which, in conformity
with generally accepted accounting principles, are required to be accounted for
as capitalized lease obligations on the balance sheet of such Person and (v) all
direct or indirect guaranties or similar agreements in respect of, and
obligations or liabilities (contingent or otherwise) to purchase or otherwise
acquire or otherwise to assure a creditor against loss in respect of,
indebtedness, obligations or liabilities of others and of the types specified in
clauses (i) through (iv) above.

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

     "Insolvency or Liquidation Proceeding" means (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding, relative to the Company or to its
creditors, as such, or to its assets, or (ii) any liquidation, dissolution,
reorganization or winding up of the Company, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (iii) any assignment
for the benefit of creditors or any other marshalling of assets and liabilities
of the Company.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

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

     "Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer or Chief Financial Officer of the Company.

     "Officers' Certificate" means a certificate signed by two Officers one of
whom must be the Chairman of the Board, the President, the Treasurer or the
Chief Financial Officer of the Company, and delivered to the Trustee.

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


                                       -5-

<PAGE>

     "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture and, prior to the delivery of Securities in definitive form, all
Securities deemed to be Outstanding under Section 303, except:

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

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

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

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

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

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

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in


                                       -6-

<PAGE>

exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

     "Principal" of any Indebtedness means the outstanding principal amount
owing under the agreement or instrument creating, evidencing or governing such
Indebtedness, any amount payable under any interest rate protection agreements
or currency exchange agreements, any amount owing under any capitalized lease
obligation which is required to be capitalized in accordance with generally
accepted accounting principles, the amount of reimbursement obligations under
any letters of credit or bankers' acceptances, the base purchase price payable
under any conditional sale or title retention agreement, and other comparable
amounts analogous to the principal amount of any obligation, exclusive, in each
case, of any amounts in respect of interest.

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

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

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the January 15, April 15, July 15 or October 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.

     "Reinvestment Yield" has the meaning specified in Section 1101.

     "Representative" means the trustee, agent or other representative for
holders of all or any of the Senior indebtedness, if any, designated in the
indenture, agreement or other document creating, evidencing or governing such
Senior Indebtedness or pursuant to which it was issued, or otherwise duly
designated by the holders of such Senior Indebtedness, and with respect to the
holders of Senior Indebtedness under the Bank Credit Agreement shall include the
Agent under the Bank Credit Agreement.

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

     "Securities" has the meaning specified in the recitals of this Indenture.

     "Securities Act" means the Securities Act of 1933, 15 U.S.C. Sections
77a-77aa, as amended from time to time.


                                       -7-

<PAGE>

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

     "Senior Indebtedness" means all Indebtedness and other obligations
specified below payable directly or indirectly by the Company, whether
outstanding on the date of this Indenture or hereafter created, incurred or
assumed by the Company: (1) the principal of and premium, if any, and interest
(including interest accruing after the filing of a petition initiating any
proceeding under bankruptcy laws with respect to the Company) on all loans,
letters of credit and other extensions of credit under the Bank Credit
Agreement; (2) Indebtedness Incurred pursuant to a Senior Subordinated
Indenture; (3) any Indebtedness which, by its terms, is senior in right of
payment to the Securities; (4) amounts payable (a) in respect of any interest
rate protection agreement provided that at the time such interest rate
protection agreement was entered into, and after giving effect thereto, the
aggregate notional amount of all such interest rate protection agreements does
not exceed the aggregate principal amount of all loans, letters of credit and
other extensions of credit outstanding or committed to under the Bank Credit
Agreement, and (b) in respect of any currency exchange agreements permitted
pursuant to the terms of the Bank Credit Agreement at the time such agreement
was entered into; and (5) any renewals, extensions, refinancings, refundings or
replacements of any Senior Indebtedness referred to in clauses (1) through (4)
above. Notwithstanding anything to the contrary set forth above, "Senior
Indebtedness" shall not include: (a) any Indebtedness which by the express terms
of the agreement or instrument creating, evidencing or governing the same is
junior or subordinated in right of payment to any item of Senior Indebtedness;
(b) all amounts and other obligations under or relating to any operating lease;
(c) accounts payable or any other obligations owing to trade creditors created
or assumed by the Company in the ordinary course of business in connection with
the obtaining of materials or services; (d) any liability for federal, state,
local or other taxes, or other governmental charges or claims of whatever
nature, owed or owing by the Company; (e) any Indebtedness to a Subsidiary or
any Affiliate of the Company; (f) any Indebtedness or other obligations (x)
owing, directly or indirectly, to any Person under or in respect of any employee
benefit plan, whether pursuant to the Employee Retirement Income Security Act of
1974, as amended, or otherwise, or (y) owing, directly or indirectly, to
employees; and (g) any Indebtedness with respect to which recourse to the
Company or its assets is limited in any manner; provided, that in no event shall
any Indebtedness or obligation permitted under clauses (1) and (4) above be
excluded from Senior Indebtedness pursuant to this sentence.

     "Senior Subordinated Indebtedness" means at any time, any Increasing Rate
Notes then outstanding or any other Indebtedness then outstanding under a Senior
Subordinated Indenture.

     "Senior Subordinated Indenture" means the Increasing Rate Note Indenture
and any other agreement, instrument or indenture (including the Debenture
Indenture, as defined in the Bank Credit Agreement) pursuant to which the
Company Incurs Indebtedness, which is subordinated to Indebtedness under the
Bank Credit Agreement or any renewal, extension or refinancing thereof, to
refund or refinance the Increasing Rate Notes.

     "Significant Subsidiary" means, with respect to any Person or Persons, a
Subsidiary of such Person or Persons which would be a Significant Subsidiary of
such Person or Persons


                                       -8-

<PAGE>

pursuant to the definition of Significant Subsidiary under Rule 1-02(v) of
Regulation S-X promulgated under the Securities Act 17 C.F.R. Section
210.1-02(b)), as in effect on the date hereof, if such Person or Persons were
deemed to be the registrant thereunder.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

     "Subsidiary" means a corporation more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.

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

     "Voting Stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

SECTION 102. Compliance Certificates and Opinions.

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

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

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


                                       -9-

<PAGE>

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

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

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

SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

SECTION 104. Acts of Holders.

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


                                      -10-

<PAGE>

execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

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

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

SECTION 105. Notices, Etc. to Trustee and Company.

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

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

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

     (3) the Agent under the Bank Credit Agreement by the Trustee shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to the Agent under the Bank Credit Agreement at One Chase Manhattan
Plaza, New York, New York 10005.

SECTION 106. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the


                                      -11-

<PAGE>

Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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

SECTION 107. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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


                                      -12-

<PAGE>

SECTION 112. CHOICE OF LAW; CONSENT TO JURISDICTION.

     (a) THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

     (b) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY WITH RESPECT TO
THIS INDENTURE OR THE SECURITIES MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY
OF THIS INDENTURE, THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH JURISDICTION. NOTHING HEREIN SHALL AFFECT
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
THE RIGHT OF THE TRUSTEE OR THE HOLDERS, IN ACCORDANCE WITH THE PROVISIONS OF
THIS INDENTURE, TO BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY
OTHER JURISDICTION.

SECTION 113. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated maturity, provided that no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

SECTION 114. Limitation on Agreements.

     All obligations of the Company under this Indenture whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no contingency or event whatsoever, whether by reason of demand being
made on the Securities or otherwise, shall the amount paid, or agreed to be paid
to the Holders of Securities or for the payment or performance of any covenant
or obligation contained herein exceed the maximum non-usurious amount permitted
under applicable law. If from any circumstances whatsoever, fulfillment of any
provisions hereof or of any of such documents, at the time performance of such
provision shall be due, shall involve transcending the limit of validity or of
non-usurious interest, as the case may be, prescribed by applicable usury law,
then, ipso facto, the obligation to be fulfilled shall be reduced to the limit
of such validity or non-usurious interest, as the case may be, and if,


                                      -13-

<PAGE>

from any such circumstance, the Holders shall ever receive interest or anything
which is deemed interest under applicable law which would exceed the highest
non-usurious rate, such amount which would be excessive interest shall be
applied to the reduction of the principal amount owing on account of the
Securities and not to the payment of interest, or if such excessive interest
exceeds the unpaid balance of principal of the Securities, such excess shall be
refunded to the Company. All sums paid or agreed to be paid by the Company to
the Holders for the use, forbearance or detention of money shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of the Securities until payment in full of the
principal (including the period of any renewal or extension thereof) so that the
interest on account of such money shall not exceed the maximum non-usurious
amount permitted by applicable law. The terms and provisions of this Section 114
shall control and supersede every other provision of this Indenture.

SECTION 115. Execution in Counterparts.

     This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally.

     The Securities and the Trustee's certificates of authentication shall be in
substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. Any security authenticated
and delivered after the time (the "Effective Time") when a registration
statement registering the Securities under the Security Act shall have been
declared effective shall omit therefrom the legend set forth in the second
paragraph of text under Section 202. The definitive Securities shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed or, if
the Securities are not so listed, the definitive Securities may be produced in
any other manner customarily used to produce similar definitive securities, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.


                                      -14-

<PAGE>

SECTION 202. Form of Face of Security.

                             FIBER INDUSTRIES, INC.

                     Junior Subordinated Exchange Debentures

                              Due January 15, 2001

     AS STATED IN ARTICLE THIRTEEN OF THE INDENTURE, THE RIGHTS OF THE HOLDER
HEREOF HAVE BEEN SUBORDINATED TO ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE
INDENTURE REFERRED TO HEREIN) OF THE COMPANY.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS, IN THE
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION
IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH SUCH ACT.

No. _________________   $______________

     Fiber Industries, Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________, or registered assigns, the principal sum of
__________________ Dollars on January 15, 2001, and to pay interest thereon,
rounded to the nearest dollar, from the date of this Security, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, at the rate of 15-1/2% per annum. Interest accrued on this Security shall
be paid quarter-annually on February 1, May 1, August 1 and November 1 in each
year, commencing on _____________ 198[ ]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the January 15,
April 15, July 15 and October 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. Payment of the principal of and interest on this Security will be
made at the office or agency of


                                      -15-

<PAGE>

the Company maintained for that purpose in the City of Houston, State of Texas,
and at any other office or agency maintained by the Company for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

     Reference is made to the further provisions of this Security set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

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

                                        FIBER INDUSTRIES, INC.


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


ATTEST:


-------------------------------------
Secretary


                                      -16-
<PAGE>

SECTION 203. Form of Reverse of Security.

     This Security is one of a duly authorized issue of Securities of the
Company designated as its Junior Subordinated Exchange Debentures (herein called
the "Securities"), limited in aggregate principal amount to $20,000,000, issued
and to be issued under an Indenture, dated as of ______________, 198[_] (herein
called the "Indenture"), between the Company and MTrust Corp, National
Association, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Indebtedness and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

     The Securities are subject to redemption upon not less than 30 days' nor
more than 60 days' notice by mail, (1) commencing May 1, 1999 and on May 1, 2000
and January 15, 2001 through operation of the sinking fund at a Redemption Price
equal to 100% of the principal amount of Securities so redeemed, and (2) at any
time on or after May 1, 1991, as a whole or in part, at the election of the
Company, at a Redemption Price of 100% of the principal amount so redeemed,
except that Securities redeemed on or before May 1, 1996 shall be redeemed at a
Redemption Price of 100% of the principal amount so redeemed plus a premium
determined as provided in Section 1106 of the Indenture; in each case of the
principal amount of Securities so redeemed, together in the case of any such
redemption with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.

     The sinking fund provides for the redemption on May 1, 1999 and on May 1,
2000, of 33 1/3% of the total principal amount of the Securities issued under
this Indenture (or such lesser amount then outstanding), and provides for the
redemption of the remaining Securities outstanding on January 15, 2001.
Securities acquired or redeemed by the Company otherwise than through sinking
fund payments may be credited against subsequent sinking fund payments otherwise
required to be made.

     In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture, and this
Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) irrevocably appoints the Trustee his
attorney-in-fact for any and all such purposes.


                                      -17-

<PAGE>

     If an Event of Default shall occur and be continuing, the principal of all
the Securities may, subject to the provisions of the Indenture, be declared due
and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with (and in certain circumstances,
without) the consent of the Holders of a majority in aggregate principal amount
of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     Subject to the provisions of the Indenture, no provision of this Security
shall alter or impair the right of the Holder, which is absolute and
unconditional, to receive payment of the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Security Registrar in Houston, Texas, or any other office or
agency maintained by the Company for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
in Authorized Denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     The Securities are issuable only in registered form without coupons and may
be issued in Authorized Denominations. As provided in the Indenture and subject
to certain limitations therein set forth, the Securities are exchangeable for a
like aggregate principal amount of Securities of a different authorized
denomination, as requested by the Holder surrendering the same.

     Except where otherwise specifically provided in the Indenture, no service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be


                                      -18-

<PAGE>

overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee and the Paying Agents will, to the extent permitted by law,
pay the money back to the Company, whereupon all liability of the Trustee and
such Paying Agents with respect to such money shall cease.

     The Company will furnish to any Holder of a Security upon written request
and without charge a copy of the Indenture. Requests may be made to: Fiber
Industries, Inc., P.O. Box 31331, Charlotte, North Carolina 28231, Attention:
President, with a copy to: The Sterling Group, Inc., Eight Greenway Plaza, Suite
702, Houston, Texas 77046, Attention: Willard M. Hanzlik.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.

SECTION 204. Form of Trustee's Certificate of Authentication.

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

                                        MTRUST CORP, NATIONAL ASSOCIATION, as
                                        Trustee


                                        BY:
                                            ------------------------------------
                                            Authorized Officer

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


                                      -19-
<PAGE>

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Title and Terms.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is limited to $20,000,000, except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or
1108.

     The Securities shall be known and designated as the "Junior Subordinated
Exchange Debentures" of the Company. Their Stated Maturity shall be on January
15, 2001.

     The Securities shall bear interest, rounded to the nearest dollar, from the
date of each Security, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate of 15-1/2% per annum.
Interest accrued on the Securities shall be paid quarter-annually on February 1,
May 1, August 1 and November 1 in each year, commencing on
______________________, 198[_]. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will be paid to the Person in
whose name such Security is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 15, April 15, July 15
and October 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.

     The principal of and interest on the Securities shall be payable at the
office or agency of the Company in the City of Houston, State of Texas,
maintained for such purpose and at any other office or agency maintained by the
Company for such purpose and shall be payable in such coin or currency of the
United States of America as at such time is legal tender for payment of public
and private debts provided, however, that at the option of the Company payment
of interest may be made by wire transfer or check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

     The Securities shall be redeemable as provided in Article Eleven.

     The Securities shall be entitled to the benefits, and be redeemable through
operation of the sinking fund as provided in Article Twelve.

     The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Thirteen.

SECTION 302. Denominations.

     The Securities shall be issuable only in registered form without coupons.
The Securities shall be issuable only in denominations (the "Authorized
Denominations") of $1,000 and any integral multiple thereof.


                                      -20-

<PAGE>

SECTION 303. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents and signed or
countersigned by its Treasurer or Secretary, and sealed with the corporate seal
of the Company. The signature of any of these officers on the Securities may be
manual or facsimile.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities as in this Indenture
provided and not otherwise.

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

SECTION 304. Temporary Securities.

     Pending the preparation of definitive Securities, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any Authorized Denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
Authorized Denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this indenture as definitive
Securities.

SECTION 305. Registration, Registration of Transfer and Exchange.


                                      -21-

<PAGE>

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Security at any office
or agency of the Company designated pursuant to Section 1002 for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of any Authorized Denominations and of a like aggregate principal amount.

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

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

     Every Security presented or surrendered for registration of transfer or for
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1108, not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.


                                      -22-

<PAGE>

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series, of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or Indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of written notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon Company Request, the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series, of like tenor and principal amount
and bearing a number not contemporaneously outstanding.

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

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

     Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

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

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


                                      -23-

<PAGE>

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities (or their respective Predecessor
     Securities) are registered at the close of business on a Special Record
     Date for the payment of such Defaulted Interest, which shall be fixed in
     the following manner. The Company shall notify the Trustee in writing of
     the amount of Defaulted Interest proposed to be paid on each Security and
     the date of the proposed payment, which date shall be not less than 20 days
     from the date of such notice, and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the date
     of the proposed payment, such money when deposited to be held in trust for
     the benefit of the Persons entitled to such Defaulted Interest as in this
     Clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder at his address as it appears in the Security Register, not
     less than 10 days prior to such Special Record Date. Notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor
     having been so mailed, such Defaulted Interest shall be paid to the Persons
     in whose names the Securities (or their respective Predecessor Securities)
     are registered at the close of business on such Special Record Date and
     shall not be payable pursuant to the following Clause (2).

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

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

SECTION 308. Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and (subject to Section
307) interest on such Security and for all other purposes


                                      -24-

<PAGE>

whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

SECTION 309. Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be destroyed unless otherwise directed by a Company Order.

SECTION 310. Computation of Interest.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

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

     (1)  either

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

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

               (i) have become due and payable, or

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


                                      -25-

<PAGE>

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

          and the Company, in the case of (B)(i), (ii) or (iii) above, has
          deposited or caused to be deposited with the Trustee as trust funds in
          trust for the purpose an amount sufficient to pay and discharge the
          entire indebtedness on such Securities not theretofore delivered to
          the Trustee for cancellation, for principal and interest to the date
          of such deposit (in the case of Securities which 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 other sums payable
          hereunder by the Company;

     (3)  no Event of Default under clause (1) or (2) of Section 501 is then in
          existence; and

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

     Subject to the provisions of Section 606 and the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Trustee. From time to time,
the Trustee shall pay over to the Company any excess held by the Trustee beyond
all such sums due and to become due thereon for principal and premium, if any,
and interest.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default.


                                      -26-

<PAGE>

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

          (1) default in the payment of any interest upon any Security when it
     becomes names due and payable, and continuance of such default for a period
     of 30 days; or

          (2) default in the payment of the principal of any Security at its
     Maturity; or

          (3) default in the due performance or observance, or breach, of any
     covenant or warranty of the Company in this Indenture (other than a
     covenant or warranty a default in whose performance or whose breach is
     elsewhere in this Section specifically dealt with) and continuance of such
     default or breach for a period of 30 days after there has been given, by
     registered or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in principal amount
     of the Outstanding Securities a written notice specifying such default or
     breach and requiring it to be remedied and stating that such notice is a
     "Notice of Default" hereunder; or

          (4) (i) a default in the payment when due of any principal amount of
     any Indebtedness of the Company or any Subsidiary continuing beyond the
     period of grace, if any, specified in the instrument evidencing such
     Indebtedness, whether such Indebtedness now exists or shall hereafter be
     created, if the aggregate amount of such principal payments as to which the
     Company and its Subsidiaries so defaults exceeds $5,000,000, or (ii) any
     default under any bond, debenture, note or other evidence of Indebtedness
     or any issue or series of Indebtedness of the Company or any Subsidiary
     with a principal amount then outstanding in excess of $5,000,000, whether
     such Indebtedness now exists or shall hereafter be created, which default
     under this clause (4)(ii) shall have resulted in such Indebtedness being
     accelerated, without such payment having been made or such acceleration
     having been rescinded or annulled, within, in the case of either clauses
     4(i) or 4(ii) above, a period of 10 days after there shall have been given,
     by registered or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in principal amount
     of the outstanding Securities, a written notice specifying such default and
     requiring the Company to cause such Indebtedness to be discharged or cause
     such all such payment defaults or acceleration, as the case may be, to be
     rescinded or annulled and stating that such notice is a "Notice of Default"
     hereunder; or

          (5) the entry of a judgment or judgments or order for the payment of
     money in excess of $5,000,000 against the Company or any of its Significant
     Subsidiaries which has become final and not subject to appeal, and the


                                      -27-

<PAGE>

     continuance of such judgment or order unstayed, in effect and unpaid for a
     period of 60 consecutive days, unless the amount of such judgment or order
     is covered in its entirety by insurance or unless the amount required to
     post a bond to secure payment of such judgment or order does not exceed
     $5,000,000; or

          (6) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or any Significant
     Subsidiary in an involuntary case or proceeding under any applicable
     Federal or State bankruptcy, insolvency, reorganization or ether similar
     law or (B) a decree or order adjudging the Company or any Significant
     Subsidiary a 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 Significant Subsidiary 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 Significant Subsidiary or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and in
     the case of (A) and (B), 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

          (7) the commencement by the Company or any Significant Subsidiary of a
     voluntary case or proceeding under any applicable Federal or State
     bankruptcy, insolvency, reorganization or other similar law or of any other
     voluntary case or proceeding to be adjudicated a bankrupt or insolvent, or
     the consent by it to the entry of a decree or order for relief in respect
     of the Company or any Significant Subsidiary in an involuntary case or
     proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any
     bankruptcy or insolvency case or proceeding against it, or the filing by it
     of a petition or answer or consent seeking reorganization or relief under
     any applicable Federal or State law, or the consent by it to the filing of
     such petition or to the appointment of or taking possession by a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or similar official
     of the Company or any Significant Subsidiary or of any substantial part of
     its property, or the making by it of an assignment for the benefit of
     creditors, or the admission by it in writing of its inability to pay its
     debts generally as they become due.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of
outstanding Securities, by notice in writing to the Company (and the Trustee if
given by the Holders) and, so long as there shall be any outstanding
Indebtedness of the Company under the Bank Credit Agreement, to the Agent under
the Bank Credit Agreement, and, so long as there shall be any Senior
Subordinated Indebtedness outstanding, to the Representative of the holders
thereof, may declare the principal of all the Securities to be due and payable
as provided in the following sentence. Upon any such


                                      -28-

<PAGE>

declaration, such principal shall be due and payable (i) so long as there shall
be any Indebtedness of the Company outstanding under the Bank Credit Agreement
or a Senior Subordinated Indenture, upon the first to occur of an acceleration
of any such Indebtedness under the Bank Credit Agreement or five Business Days
after receipt by the Company and the Agent under the Bank Credit Agreement and
the Representative of the holders of Senior Subordinated Indebtedness of such
written notice given hereunder or (ii) if no Indebtedness of the Company shall
be outstanding under the Bank Credit Agreement or a Senior Subordinated
Indenture, upon receipt by the Company of such written notice given hereunder.

     At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
company and the Trustee, may rescind and annul such declaration and its
consequences if:

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

               (A) all overdue interest on all Securities,

               (B) the principal of any securities which have become due
          otherwise than by such declaration of acceleration and interest
          thereon at the rate borne by the Securities,

               (C) to the extent that payment of such interest is lawful and
          non-usurious, interest upon overdue interest at the rate borne by the
          Securities, and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

               and

          (2) all Events of Default, other than the non-payment of the principal
     of Securities which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 513.

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

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Company covenants that if

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


                                      -29-

<PAGE>

     (2) default is made in the payment of the principal of any Security at the
Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest, and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and on
any overdue interest, at the rate borne by the Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

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

SECTION 504. Trustee May File Proofs of Claim.

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

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

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


                                      -30-

<PAGE>

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

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

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

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

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

          Third: The balance, if any, shall be paid to the company, its
     successors and assigns, or to whomever may be lawfully entitled to receive
     the same, or as a court of competent jurisdiction may direct.

SECTION 507. Limitation on Suits.

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


                                      -31-

<PAGE>

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

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

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

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

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

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

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

     Subject to the provisions of Article Thirteen, but notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of, premium, if any, and (subject to Section 307) interest on such Security on
the respective stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

SECTION 509. Restoration of Rights and Remedies.

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


                                      -32-

<PAGE>

SECTION 510. Rights and Remedies Cumulative.

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

SECTION 511. Delay or Omission Not Waiver.

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

SECTION 512. Control by Holders.

     The Holder of a majority in principal amount of the Outstanding Securities
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee, provided that

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

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

SECTION 513. Waiver of Past Defaults.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

          (1) in the payment of the principal of or interest on any Security, or

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


                                      -33-

<PAGE>

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

SECTION 514. Undertaking for Costs.

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

SECTION 515. Waiver of Stay or Extension Laws.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default,

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

          (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


                                      -34-

<PAGE>

     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
     to the requirements of this Indenture.

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

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

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

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

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

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

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

SECTION 602. Notice of Defaults.

     Within 90 days after the occurrence of any Default hereunder, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in
the Security Register, notice of such Default hereunder known to the Trustee,
unless such Default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of or interest
on any Security or in the payment of any sinking fund installment, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive


                                      -35-

<PAGE>

committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders.

SECTION 603. Certain Rights of Trustee.

     Subject to the provisions of Section 601:

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

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

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

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

          (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 reasonable security or indemnity 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 bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney; and


                                      -36-

<PAGE>

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

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

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

SECTION 606. Money Held in Trust; Investment of Money.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law.

     Notwithstanding any other provisions of this Indenture to the contrary, all
monies held by the Trustee in trust hereunder shall be invested or re-invested
by the Trustee in Government Obligations as the Company may designate from time
to time by Company Order, provided that no such Government Obligations shall
mature later than the date when the trust monies used to acquire such Government
Obligations will be required for the purposes intended. Government Obligations
acquired by the Trustee as aforesaid shall be held by the Trustee in trust
hereunder subject to the same terms hereof as the monies used by it to acquire
such Government Obligations.

     So long as no Event of Default shall have occurred and be continuing, all
interest on Government Obligations held by the Trustee hereunder (in excess of
any accrued interest paid at the time of purchase), and any gain resulting upon
the sale thereof, which is received by the Trustee shall be forthwith paid to
the Company. The Trustee shall not be liable or responsible for any loss
resulting from any investment or re-investment pursuant to this Section 606.

     Except as provided in the foregoing provisions of this Section 606, the
Trustee shall be under no obligation for interest on any monies received by it
hereunder unless the Trustee shall agree with the Company to pay interest on
monies deposited with the Trustee hereunder, in which event, so long as no Event
of Default shall have occurred and be continuing, such interest shall be paid
from time to time to the Company.


                                      -37-
<PAGE>

SECTION 607. Compensation and Reimbursement.

     The Company agrees:

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

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

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

SECTION 608. Disqualification; Conflicting Interests.

     (a) If the Trustee has or shall acquire any conflicting interest, as
defined in this Section, it shall, within 90 days after ascertaining that it has
such conflicting interest, either eliminate such conflicting interest or resign
in the manner and with the effect hereinafter specified in this Article.

     (b) In the event that the Trustee shall fail to comply with the provisions
of Subsection (a) of this Section, the Trustee shall, within 10 days after the
expiration of such 90-day period, transmit by mail to all Holders, as their
names and addresses appear in the Security Register, notice of such failure.

     (c) For the purposes of this Section, the Trustee shall be deemed to have a
conflicting interest if

          (1) the Trustee is trustee under another indenture under which any
     other securities, or certificates of interest or participation in any other
     securities, of the Company are outstanding, unless such other indenture is
     a collateral trust indenture under which the only collateral consists of
     Securities issued under this Indenture, provided that there shall be
     excluded from the operation of this paragraph any indenture or indentures
     under which other securities, or certificates of interest or participation
     in other securities, of the Company are outstanding, if


                                      -38-

<PAGE>

               (i) this Indenture and such other indenture or indentures are
          wholly unsecured and such other indenture or indentures are hereafter
          qualified under the Trust Indenture Act, unless the Commission shall
          have found and declared by order pursuant to Section 305(b) or Section
          307(c) of the Trust Indenture Act that differences exist between the
          provisions of this Indenture and the provisions of such other
          indenture or indentures which are so likely to involve a material
          conflict of interest as to make it necessary in the public interest or
          for the protection of investors to disqualify the Trustee from acting
          as such under this Indenture and such other indenture or indentures,
          or

               (ii) the Company shall have sustained the burden of proving, on
          application to the Commission and after opportunity for hearing
          thereon, that trusteeship under this Indenture and such other
          indenture or indentures is not so likely to involve a material
          conflict of interest as to make it necessary in the public interest or
          for the protection of investors to disqualify the Trustee from acting
          as such under one of such indentures;

          (2) the Trustee or any of its directors or executive officers is an
     obligor upon the Securities or an underwriter for the Company;

          (3) the Trustee directly or indirectly controls or is directly or
     indirectly controlled by or is under direct or indirect common control with
     the Company or an underwriter for the Company;

          (4) the Trustee or any of its directors or executive officers is a
     director, officer, partner, employee, appointee or representative of the
     Company, or of an underwriter (other than the Trustee itself) for the
     Company who is currently engaged in the business of underwriting, except
     that (i) one individual may be a director or an executive officer, or both,
     of the Trustee and a director or an executive officer, or both, of the
     Company but may not be at the same time an executive officer of both the
     Trustee and the Company; (ii) if and so long as the number of directors of
     the Trustee in office is more than nine, one additional individual may be a
     director or an executive officer, or both, of the Trustee and a director of
     the Company; and (iii) the Trustee may be designated by the Company or by
     any underwriter for the Company to act in the capacity of transfer agent,
     registrar, custodian, paying agent, fiscal agent, escrow agent or
     depositary, or in any other similar capacity, or, subject to the provisions
     of paragraph (1) of this Subsection, to act as trustee, whether under an
     indenture or otherwise;

          (5) 10% or more of the voting securities of the Trustee is
     beneficially owned either by the Company or by any director, partner or
     executive officer thereof, or 20% or more of such voting securities is
     beneficially owned, collectively, by any two or more of such persons; or
     10% or more of the voting securities of the Trustee is beneficially owned
     either by an underwriter for the


                                      -39-

<PAGE>

     Company or by any director, partner or executive officer thereof, or is
     beneficially owned, collectively, by any two or more such persons;

          (6) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), (i) 5% or more of the voting securities, or 10% or
     more of any other class of security, of the Company not including the
     Securities issued under this Indenture and securities issued under any
     other indenture under which the Trustee is also trustee, or (ii) 10% or
     more of any class of security of an underwriter for the Company;

          (7) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default (as hereinafter in this
     Subsection defined). 5% or more of the voting securities of any person who,
     to the knowledge of the Trustee, owns 10% or more of the voting securities
     of, or controls directly or indirectly or is under direct or indirect
     common control with, the Company;

          (8) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), 10% or more of any class of security of any person
     who, to the knowledge of the Trustee, owns 50% or more of the voting
     securities of the Company; or

          (9) the Trustee owns, on May 15 in any calendar year, in the capacity
     of executor, administrator, testamentary or inter vivos trustee, guardian,
     committee or conservator, or in any other similar capacity, an aggregate of
     25% or more of the voting securities, or of any class of security, of any
     person, the beneficial ownership of a specified percentage of which would
     have constituted a conflicting interest under paragraph (6), (7) or (8) of
     this Subsection. As to any such securities of which the Trustee acquired
     ownership through becoming executor, administrator or testamentary trustee
     of an estate which included them, the provisions of the preceding sentence
     shall not apply, for a period of two years from the date of such
     acquisition, to the extent that such securities included in such estate do
     not exceed 25% of such voting securities or 25% of any such class of
     security. Promptly after May 15 in each calendar year, the Trustee shall
     make a check of its holdings of such securities in any of the
     above-mentioned capacities as of such May 15. If the Company fails to make
     payment in full of the principal of or interest on any of the Securities
     when and as the same becomes due and payable, and such failure continues
     for 30 days thereafter, the Trustee shall make a prompt check of its
     holdings of such securities in any of the above-mentioned capacities as of
     the date of the expiration of such 30-day period, and after such date,
     notwithstanding the foregoing provisions of this paragraph, all such
     securities so held by the Trustee, with sole or joint control over such
     securities vested in it, shall, but only so long as such failure shall
     continue, be considered as


                                      -40-

<PAGE>

     though beneficially owned by the Trustee for the purposes of paragraphs
     (6), (7) and (8) of this Subsection.

     The specification of percentages in paragraphs (5) to (9), inclusive, of
this Subsection shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of paragraph (3) or
(7) of this Subsection.

     For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities. but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (ii) an obligation shall be deemed to be "in default"
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (iii) the Trustee shall not be deemed to be
the owner or holder of (A) any security which it holds as collateral security,
as trustee or otherwise, for an obligation which is not in default as defined in
clause (ii) above, or (B) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (C) any security
which it holds as agent for collection, or as custodian, escrow agent or
depositary, or in any similar representative capacity.

     (d) For the purposes of this Section:

          (1) The term "underwriter", when used with reference to the Company,
     means every person who, within three years prior to the time as of which
     the determination is made, has purchased from the Company with a view to,
     or has offered or sold for the Company in connection with, the distribution
     of any security of the Company outstanding at such time, or has
     participated or has had a direct or indirect participation in any such
     undertaking, or has participated or has had a participation in the direct
     or indirect underwriting of any such undertaking, but such term shall not
     include a person whose interest was limited to a commission from an
     underwriter or dealer not in excess of the usual and customary
     distributors' or sellers' commission.

          (2) The term "director" means any director of a corporation or any
     individual performing similar functions with respect to any organization,
     whether incorporated or unincorporated.

          (3) The term "person" means an individual, a corporation, a
     partnership, an association, a joint-stock company, a trust, an
     unincorporated organization or a government or political subdivision
     thereof. As used in this paragraph, the term "trust" shall include only a
     trust where the interest or interests of the beneficiary or beneficiaries
     are evidenced by a security.

          (4) The term "voting security" means any security presently entitling
     the owner or holder thereof to vote in the direction or management of the
     affairs


                                      -41-

<PAGE>

     of a person, or any security issued under or pursuant to any trust,
     agreement or arrangement whereby a trustee or trustees or agent or agents
     for the owner or holder of such security are presently entitled to vote in
     the direction or management of the affairs of a person.

          (5) The term "Company" means any obligor upon the Securities.

          (6) The term "executive officer" means the president, every vice
     president, every trust officer, the cashier, the secretary and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

     (e) The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

          (1) A specified percentage of the voting securities of the Trustee,
     the Company or any other person referred to in this Section (each of whom
     is referred to as a "person" in this paragraph) means such amount of the
     outstanding voting securities of such person as entitles the holder or
     holders thereof to cast such specified percentage of the aggregate votes
     which the holders of all the outstanding voting securities of such person
     are entitled to cast in the direction or management of the affairs of such
     person.

          (2) A specified percentage of a class of securities of a person means
     such percentage of the aggregate amount of securities of the class
     outstanding.

          (3) The term "amount", when used in regard to securities, means the
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares and the number of units if relating to
     any other kind of security.

          (4) The term "outstanding" means issued and not held by or for the
     account of the issuer. The following securities shall not be deemed
     outstanding within the meaning of this definition:

               (i) securities of an issuer held in a sinking fund relating to
          securities of the issuer of the same class;

               (ii) securities if an issuer held in a sinking fund relating to
          another class of securities of the issuer, if the obligation evidenced
          by such other class of securities is not in default as to principal or
          interest or otherwise;


                                      -42-

<PAGE>

               (iii) securities pledged-by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise;-and

               (iv) securities held in escrow if placed in escrow by the issuer
          thereof;

     provided, however, that any voting securities of an issuer shall be deemed
     outstanding if any person other than the issuer is entitled to exercise the
     VOTING RIGHTS THEREOF.

          (5) A security shall be deemed to be of the same class as another
     security if both securities confer upon the holder or holders thereof
     substantially the same rights and privileges; provided, however, that, in
     the case of secured evidences of indebtedness, all of which are issued
     under a single indenture, differences in the interest rates or maturity
     dates of various series thereof shall not be deemed sufficient to
     constitute such series different classes and provided, further, that, in
     the case of unsecured evidences of indebtedness, differences in the
     interest rates or maturity dates thereof shall not be deemed sufficient to
     constitute them securities of different classes, whether or not they are
     issued under a single indenture.

SECTION 609. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of -the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having, in addition to the minimum
capitalization requirements set forth in Section 310(a)(2) of the Trust
Indenture Act, combined capital and surplus, together with its present
corporation on a consolidated basis, of at least $100,000,000, and subject to
supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

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

     (b) The Trustee may resign at any time by giving written notice thereof to
the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to


                                      -43-

<PAGE>

the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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

     (d) If at any time:

          (1) the Trustee shall fail to comply with Section 608(a) after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, then, in any such case, (i)
     the Company by a Board Resolution may remove the Trustee, or (ii) subject
     to Section 514, any Holder who has been a bona fide Holder of a Security
     for at least six months may, on behalf of himself and all others similarly
     situated, petition any court of competent jurisdiction for the removal of
     the Trustee and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee. If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such, appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the holders and accepted
appointment in the manner hereinafter provided, the Company or any Holder who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

SECTION 611. Acceptance of Appointment by Successor.


                                      -44-

<PAGE>

     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

     No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

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

SECTION 613. Preferential Collection of Claims Against Company.

     (a) Subject to Subsection (l) of this Section (s) if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities, as defined in
Subsection (c) of this Section:

          (1) an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such four months' period and valid as
     against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     paragraph (2) of this Subsection, or from the exercise of any right of
     set-off which the Trustee could have exercised if a petition in bankruptcy
     had been filed by or against the Company upon the date of such default; and


                                      -45-

<PAGE>

          (2) all property received by the Trustee in respect of any claims as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four months'
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property of such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

          (A) to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Company) who is liable thereon,
     and (ii) the proceeds of the bona fide sale of any such claim by the
     Trustee to a third Person, and (iii) distributions made in cash, securities
     or other property in respect of claims filed against the Company in
     bankruptcy or receivership or in proceedings for reorganization pursuant to
     the Federal Bankruptcy Act, or applicable State law;

          (B) to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such four months' period;

          (C) to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such four
     months' period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received the
     Trustee had no reasonable cause to believe that a default, as defined in
     Subsection (c) of this Section, would occur within four months; or

          (D) to receive payment on any claim referred to in paragraph (B) or
     (C), against the release of any property held as security for such claim as
     provided in paragraph (B) or (C), as the case may be, to the extent of the
     fair value of such property.

     For the purposes of paragraph (B), (C) and (D), property substituted after
the beginning of such four months' period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned among the
Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders


                                      -46-

<PAGE>

of other indenture securities in such manner that the Trustee, the Holders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting to the
respective claims of the Trustee and the Holders and the holders of other
indenture securities dividends on claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, whether such distribution is
made in cash, securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion among the Trustee, the
Holders and the holders of other indenture securities, in accordance with the
provision of this paragraph, the funds and property held in such special account
and proceeds thereof, or (ii) in lieu of such apportionment, in whole or in
part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee and the
Holders and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security for any such claim, or to make a specific allocation of
such distributions as between the secured and unsecured portions of such claims,
or otherwise to apply the provisions of this paragraph as a mathematical
formula.

     Any Trustee which has resigned or been removed after the beginning of such
four months' period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four months' period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

          (i) the receipt of property or reduction of claim, which would have
     given rise to the obligation to account, if such Trustee had continued as
     Trustee, occurred after the beginning of such four months' period; and

          (ii) such receipt of property or reduction of claim occurred with four
     months after such resignation or removal.

     (b) There shall be excluded from the operation of Subsection (a) of this
Section a creditor relationship arising from:


                                      -47-

<PAGE>

          (1) the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of, discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advances and of the circumstances surrounding
     the making thereof is given to the Holders at the time and in the manner
     provided in this Indenture;

          (3) disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4) an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction, as defined in Subsection (c) of this
     Section;

          (5) the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company; and

          (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper, as defined in Subsection (c) of
     this Section.

     (c) For the purposes of this Section only:

          (1) the term "default" means any failure to make a payment in full of
     the principal of or interest on any of the Securities or upon the other
     indenture securities when and as such principal or interest becomes due and
     payable;

          (2) the term "other indenture securities" means securities upon which
     the Company is an obligor outstanding under any other indenture (i) under
     which the Trustee is also trustee, (ii) which contains provisions
     substantially similar to the provisions of this Section, and (iii) under
     which a default exists at the time of the apportionment of the funds and
     property held in such special account;

          (3) the terms "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (4) the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the


                                      -48-

<PAGE>

     Company for the purpose of financing the purchase, processing,
     manufacturing, shipment, storage or sale of goods, wares or merchandise and
     which is secured by documents evidencing title to, possession of, or a lien
     upon, the goods, wares or merchandise or the receivables or proceeds
     arising from the sale of the goods, wares or merchandise previously
     constituting the security, provided the security is received by the Trustee
     simultaneously with the creation of the creditor relationship with the
     Company arising from the making, drawing, negotiating or incurring of the
     draft, bill of exchange, acceptance or obligation;

          (5) the term "Company" means any obligor upon the Securities; and

          (6) the term "Federal Bankruptcy Act" means the Bankruptcy Code or
     Title 11 of the United States Code.

SECTION 614. Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents which shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus or not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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


                                      -49-

<PAGE>

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

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

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

     This is one of the Securities described in the within-mentioned Indenture.

                                        MTRUST CORP, NATIONAL ASSOCIATION,
                                        As Trustee


                                        By:
                                            ------------------------------------
                                            As Authenticating Agent


Dated:                                  By:
       ---------------                      ------------------------------------
                                            Authorized Officer


                                      -50-

<PAGE>

                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee

          (a) quarter-annually, not more than 15 days after each Regular Record
     Date, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of such Regular Record Date, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. Preservation of Information; Communications to Holders.

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

     (b) If three or more Holders (or any one Holder holding in excess of
$1,000,000 aggregate principal amount of Securities) (herein referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this indenture or under the Securities and is accompanied
by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, at its election, either

          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 702(a), or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 702(a), and as to the approximate
     cost of mailing to such Holders the form of proxy or other communication,
     if any, specified in such application.


                                      -51-

<PAGE>

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless a registration statement with respect to the Securities has been
declared effective by the Commission and unless within five days after such
tender the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interest of the Holders or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

SECTION 703. Reports by Trustee.

     (a) Within 60 days after May 15 of each year commencing with the year 1989,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such May 15 with
respect to:

          (1) its eligibility under Section 609 and its qualifications under
     Section 608, or in lieu thereof, if to the best of its knowledge it has
     continued to be eligible and qualified under said Sections, a written
     statement to such effect;

          (2) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities, on any property or funds held or collected
     by it as Trustee, except that the Trustee shall not be required (but may
     elect) to report such advances if such advances so remaining unpaid
     aggregate not more than 1/2 of 1% of the principal amount of the Securities
     Outstanding on the date of such report;


                                      -52-

<PAGE>

          (3) the amount, interest rate and maturity date of all other
     indebtedness owing by the Company (or by any other obligor on the Security)
     to the Trustee in its individual capacity, on the date of such report, with
     a brief description of any property held as collateral security therefor,
     except an indebtedness based upon a creditor relationship arising in any
     manner described in Section 613(b)(2), (3), (4) or 6);

          (4) the property and funds, if any, physically in the possession of
     the Trustee as such on the date of such report;

          (5) any additional issue of Securities which the Trustee has not
     previously reported; and

          (6) any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Securities, except action in respect of a default,
     notice of which has been or is to be withheld by the Trustee in accordance
     with Section 602.

     (b) The Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant-to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee and which it has not previously reported
pursuant to this Subsection, except. that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities Outstanding at
such time, such report to be transmitted within 90 days after such time.

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

SECTION 704. Reports by Company.

     The Company shall:

          (1) file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934; or, if the Company is not required to file
     information, documents or reports


                                      -53-

<PAGE>

     pursuant to either of said Sections, then it shall file with the Trustee
     and the Commission, in accordance with rules and regulations described from
     time to time by the Commission, such of the supplementary and periodic
     information, documents and reports which may be required pursuant to
     Section 13 of the Securities Exchange Act of 1934 in respect of a security
     listed and registered on a national securities exchange as may be
     prescribed from time to time in such rules and regulations;

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

          (3) (A) transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to paragraphs (1) and (2) of
     this Section as may be required by rules and regulations prescribed from
     time to time by the Commission, and (B) to the extent not otherwise
     required to do so by the provisions of this section, transmit by mail to
     all Holders, as their names and addresses appear in the Security Register,
     within 45 days after the end of each fiscal quarter of the Company (other
     than the fiscal quarter encompassing the date of this Indenture and other
     than the final such quarter in any fiscal year), an unaudited consolidated
     balance sheet of the Company as of the end of such quarter and an unaudited
     consolidated statements of income and changes in financial position of the
     Company for such quarter, together with notes thereto, and, within 90 days
     of the end of each fiscal year of the Company containing an audited balance
     sheet of the Company as of the end of such fiscal year and audited
     statements of income and changes in financial position of the Company for
     such fiscal year, together with notes thereto.


                                      -54-

<PAGE>

                                  ARTICLE EIGHT

                       CONSOLIDATION, MERGER, CONVEYANCE,
                                TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

     The Company shall not (whether in a transaction or a series of
transactions) consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company, unless:

          (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, the Person formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer, or which leases, the properties and assets of the Company
     substantially as an entirety shall be a corporation, partnership or trust,
     shall be organized and validly existing under the laws of the United States
     of America, any State thereof or the District of Columbia and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of and interest on all the Securities and
     the performance of every covenant of this Indenture on the part of the
     Company to be performed or observed;

          (2) immediately after giving effect to such transaction no Event of
     Default shall have happened and be continuing;

          (3) immediately after giving effect to such transaction, the
     consolidated net worth (as determined on the basis of generally accepted
     accounting principles) of the Person surviving such merger or to which such
     conveyance, transfer or lease is made is equal to or greater than the
     consolidated net worth (as determined in accordance with generally accepted
     accounting principles) of the Company and its Subsidiaries immediately
     prior to such transaction; and

          (4) the Company has delivered to the Trustee an officers' Certificate
     and an opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture comply
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.


                                      -55-

<PAGE>

SECTION 802. Successor Substituted.

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease of the properties and assets of the Company substantially as an entirety,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

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

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

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

          (3) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture which shall not be inconsistent with the provisions of
     this Indenture, provided such action pursuant to this clause (3) shall not
     adversely affect the interests of the Holders.

     Upon the request of any Holder and subject to the restrictions set forth in
Section 902 (1), (2) and (3) hereof, if this Indenture does not then conform to
the requirements of, and may not be qualified under, the Trust Indenture Act,
the Company shall authorize by a Board Resolution, and the Company and the
Trustee may enter into, a supplemental indenture, in form satisfactory to the
Trustee, for the purpose of changing the provisions of this Indenture to conform
to the requirements of the Trust Indenture Act, as then in effect.

SECTION 902. Supplemental Indentures With Consent of Holders.


                                      -56-

<PAGE>

     With the consent of the Holders of not less than two-thirds of the
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company. when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating. any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each outstanding Security affected thereby.

          (1) change the Stated Maturity of the principal of, or any installment
     of interest on, any Security, or reduce the principal amount thereof or the
     rate of interest thereon, or change the place of payment where, or the coin
     or currency in which, any Security or any premium or the interest thereon
     is payable, or impair the .right to institute suit for the enforcement of
     any such payment on or after the Stated Maturity thereof (or, in the case
     of redemption, on or after the Redemption Date), or

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

          (3) modify any of the provisions of this Section, Section 513 or
     Section 1013, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each outstanding Security affected
     thereby.

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

SECTION 903. Execution of Supplemental Indentures.

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

SECTION 904. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this


                                      -57-

<PAGE>

Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities to Supplemental Indentures.

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

SECTION 907. Limitations on Amendments.

     Notwithstanding any other provisions in this Indenture to the contrary, no
amendment, supplement or modification of any provision of Article Thirteen
hereof will be effective against any holder of Senior Indebtedness and any
successor or assign of any such holder unless such amendment, supplement or
modification is expressly consented to in writing by such holder of Senior
Indebtedness or its Representative (or by any specified percentage of holders of
a class of Senior Indebtedness required to consent thereto pursuant to the terms
of the agreement or instrument creating, evidencing or governing such Senior
Indebtedness) in which event such amendment, supplement or modification shall be
binding on such holder and all successors and assigns of such holder and on all
Persons who become holders of Senior Indebtedness issued after the date of such
amendment, supplement or modification; and so long as any Senior Indebtedness
under or with respect to the Bank Credit Agreement is outstanding, no amendment,
supplement or modification of any provision of this Indenture or the Securities
relating to any provision of Article Twelve, shortening the tenor, advancing the
time or schedule for payments (by increasing the payment amount or otherwise) in
respect of redemptions (whether mandatory or optional), sinking fund, principal,
interest or other payments, making more restrictive, or adding, covenants,
breaches, defaults, or events of default or cure periods or loosening the
requirements for acceleration or which would result in the benefits to the
Company or the holders of Senior Indebtedness provided by this Indenture or the
Securities being limited or in any way restricted or diminished, shall be
effective unless expressly agreed to in writing by the specified percentage of
holders of Senior Indebtedness required to consent thereto pursuant to the terms
of the Bank Credit Agreement.

                                   ARTICLE TEN

                                    COVENANTS


                                      -58-
<PAGE>

SECTION 1001. Payment of Securities.

     The Company will duly and punctually pay the principal of and interest on
the Securities in accordance with the terns of the Securities and this
Indenture.

SECTION 1002. Maintenance of Office or Agency.

     The Company will maintain in the City of Houston, State of Texas, an office
or agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of 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, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

     The Company may also from time to time designate one or more other offices
or agencies (in or outside the City of Houston, State of Texas) where the
Securities 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 agency in the City of Houston, State of Texas,
for such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such
other office or agency.

SECTION 1003. Money for Security Payments to Be Held in Trust.

     The Company hereby initially appoints the Trustee as its Paying Agent. If
the Company shall at any time act as its own Paying Agent it will, one day
before each due date of the principal of or interest on any of the Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

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

     The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, and, to the extent that the Company is acting as its own
Paying Agent, the Company hereby agrees with the Trustee, subject to the
provisions of this Section, that such Paying Agent will:


                                      -59-

<PAGE>

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

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities) in the making of any payment of
     principal or interest; and

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

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company in trust for the payment of the principal of or interest on any
Security and remaining unclaimed for two years after such principal or interest
has become due and payable shall be paid (or delivered), to the extent permitted
by law, to the Company, or (if then held by a the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company s trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment (or delivery), may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in The City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid (or delivered) to the Company.

SECTION 1004. Preservation of Corporate Existence.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if, in the
good faith judgment of the Company, the failure to preserve such right or
franchise would not have a material adverse effect on the Company and its
Subsidiaries taken as a whole.

SECTION 1005. Maintenance of Properties.


                                      -60-

<PAGE>

     The Company will cause all properties used or useful in the conduct of its
business or the business of any of its Subsidiaries to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the good faith judgment of the Company, desirable in the
conduct of its business or the business of any of its Subsidiaries and would not
have a material adverse effect on the Company and its Subsidiaries taken as a
whole.

SECTION 1006. Payment of Taxes and Other Claims.

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or property of the Company or any of
its Subsidiaries, and (2) all lawful material claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any of its Subsidiaries; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings if adequate reserves
therefor have been established in accordance with generally accepted accounting
principles.

SECTION 1007. Statement by Officers as to Default.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

SECTION 1008. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any covenant
or condition set forth in this Article Ten if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

                                 ARTICLE ELEVEN


                                      -61-

<PAGE>

                            REDEMPTION OF SECURITIES

SECTION 1101. Right of Redemption.

     The Securities may be redeemed otherwise than through operation of the
sinking fund provided for in Article Twelve at any time on or after May 1, 1991
at the election of the Company, as a whole or from time to time in part, at the
Redemption Price of 100% of the principal amount so redeemed, except that
Securities redeemed on or before May 1, 1996 shall be redeemed at a Redemption
Price of 100% of the principal amount so redeemed plus a premium determined as
hereinafter provided in this Section 1101, in each case together with accrued
interest to the Redemption Date. The premium for any redemption pursuant to this
Section 1101 occurring on or before May 1, 1996 shall be determined by computing
the positive remainder, if any, of (A) the present value, as of the date of.
such redemption, of the sum of (1) the aggregate principal amount of the
Securities to be redeemed, assuming for purposes of this computation that such
aggregate principal amount would be payable on May 1, 1996 plus (2) all
scheduled interest payments with respect to such Securities from the respective
..Interest Payment Dates on which, but for such redemption, such interest
payments would have been payable through May 1, 1996, discounted on a quarterly
compounded basis utilizing a discount factor equal to the Reinvestment Yield (as
hereinafter defined), minus (B) the sum of (1) the aggregate principal amount of
the Securities to be redeemed under this Section 1101 plus (2) all scheduled
interest payments with respect to such Securities through the redemption date.
For purposes of this Section 1101, "Reinvestment Yield" means one-fourth of the
lesser of (A) 15.5% and (B) 3.50% plus the arithmetic mean of the two most
recent weekly average yields to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities with maturity dates closest to May 1,
1996, as published by the Federal Reserve Board in its Statistical Release
H.15(519) for the two calendar weeks ending on the Saturday next preceding the
date of the proposed redemption or, if such average is not published for such
period, of such reasonably comparable index as may be designated by the holder
or holders of at least two-thirds in aggregate principal amount of the
Securities to be redeemed pursuant to this Section 1101. The Reinvestment Yield
shall be calculated from the interpolated U.S. Treasury yields on a
straight-line basis, rounding to the nearest month.

SECTION 1102. Applicability of Article.

     Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

SECTION 1103. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities pursuant to Section
1101 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company of any or all of the Securities, the Company shall, at
least 35 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed.


                                      -62-

<PAGE>

SECTION 1104. Selection by Trustee of Securities to Be Redeemed.

     If less than all of the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed by selecting for redemption such Securities
on a pro rata basis; provided, however, that any method chosen is in compliance
with any applicable rules or regulations of any stock exchange on which the
Securities may be listed.

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

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

SECTION 1105. Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price (expressed, if necessary, as a formula with
     reference to the Reinvestment Yield),

          (3) if less than all the Outstanding Securities are to be redeemed,
     the identification (and, in the case of partial redemption, the principal
     amounts) of the particular Securities to be redeemed,

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

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price.

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

SECTION 1106. Deposit of Redemption Price.


                                      -63-

<PAGE>

     Not later than the Business Day prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

SECTION 1107. Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued
interest-to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307;

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Security.

SECTION 1108. Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at
an office or agency of the Company designated for that purpose pursuant to
Section 1002 (with due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
security without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUND

SECTION 1201. Sinking Fund Payments.

     As and for a sinking fund for the retirement of the Securities, the Company
will, until all Securities are paid or payment thereof provided for, deposit in
accordance with Section 1106, prior to May 1, in each of the years 1999 and
2000, an amount in cash sufficient to redeem on such May 1, thirty three and
one-third per cent (33 1/3%) of the aggregate principal amount of the Securities
issued under this Indenture (or such lesser amount then outstanding), and the


                                      -64-

<PAGE>

Company shall redeem the remaining outstanding Securities on January 15, 2001,
in each case at a Redemption Price of 100% of the aggregate principal amount of
the Securities to be redeemed, together with interest accrued to the date of
redemption.

SECTION 1202. Redemption of Securities for Sinking Fund.

     On or before March 15 in each of the years 1999 and 2000, and on December
1, 2000 the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the sinking fund payment pursuant to Section 1201.
Before April 1 in each of the years 1999 and 2000, and before December 15, 2000
the Trustee shall select the Securities to be redeemed upon the next ensuing May
1 or January 15, 2001 (as the case may be) in the manner specified in Section
1104 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1105. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1107 and 1108.

                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1301. Agreement of Subordination.

     The Company covenants and agrees, and each Holder of Securities issued
hereunder by his acceptance thereof likewise covenants and agrees, that all
Securities shall be issued subject to the provisions of this Article Thirteen;
and each Person holding any Security, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

     The payment of the principal of and premium, if any, and interest on all
Securities issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness.

     No provision of this Article Thirteen shall prevent the occurrence of any
Default or Event of Default hereunder.

SECTION 1302. Payments to Holders.

     In the event and during the continuation of any default or event of default
with respect to any Senior Indebtedness continuing beyond the period of grace,
if any, specified in the instrument evidencing such Senior Indebtedness, upon
written notice thereof in accordance with Section 1305 to the Company and the
Trustee, then, unless and until such default shall have been cured or waived or
shall have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the principal of, premium, if any, or interest on the Securities, or
in respect of the retirement, purchase or other acquisition by the Company of
any of the Securities, except payments made pursuant to Article Four hereof from
monies deposited with the Trustee pursuant thereto prior to


                                      -65-

<PAGE>

the giving of such notice, so long as such deposit was not prohibited by the
terms of any Senior Indebtedness at the time of such deposit.

     In the event that any Securities are declared due and payable before their
Stated Maturity in accordance with Article Five hereof, then and in such event
the holders of the Senior Indebtedness outstanding at the time such Securities
so become due and payable shall be entitled to receive payment in full of all
amounts then due and payable an or in respect of such Senior Indebtedness, or
provision shall be made for such payment in money or money's worth, before the
holders of the Securities are entitled to receive any payment (including any
payment which may be payable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Securities) by the
Company on account of the principal of (or premium, if any) or interest on the
Securities or on account of the purchase or other acquisition of Securities.

     In the event of and during the continuance of any Insolvency or Liquidation
Proceeding, all amounts due or to become due upon all Senior Indebtedness shall
first be paid in full, or payment thereof provided for in money or money's worth
in accordance with its terms, before any payment is made on account of the
principal of or premium, if any, or interest on the Securities (except payments
made pursuant to Article Four hereof from monies deposited with the Trustee
pursuant thereto prior to the happening of such Insolvency or Liquidation
Proceeding, so long as such deposit was not prohibited by the terms of any
Senior Indebtedness at the time of such deposit); and in the event of and during
the continuance of any Insolvency or Liquidation Proceeding, any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Securities
or the Trustee would be entitled, except for the provisions of this Article
Thirteen, shall (except as aforesaid) be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution directly to the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders) (or their respective Representatives, if any) as their
respective interest may appear, to the extent necessary to pay all Senior
Indebtedness in full. after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the holders of the Securities or to the Trustee.

     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Company being subordinated to the payment of the
Securities, shall be received by the Trustee or the holders of the Securities
before all Senior Indebtedness is paid in full, or provision is made for such
payment in money or money's worth in accordance with its terms, such payment or
distribution shall be paid over or delivered to the holders of Senior
Indebtedness or their Representative or Representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing. any
Senior Indebtedness may have been issued, as their respective interest may
appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to


                                      -66-

<PAGE>

pay all Senior Indebtedness in full in accordance with its terms, after giving
effect to any concurrent payment or distribution to or for the holders of such
Senior Indebtedness.

     For purposes of this Article Thirteen, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Thirteen with
respect to the Securities to the payment of all Senior Indebtedness which may at
the time be outstanding; provided, however, that (a) the Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (b) the rights of the holders of the Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment, which consent shall be deemed to have been given if the holders of
such Senior Indebtedness (or their respective Representatives, if any),
individually or as a class, shall have approved such reorganization or analogous
plan. The consolidation of the Company with, or the merger of the Company into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as
an entirety, to another corporation or entity upon the terms and conditions
provided for in Article Eight hereof shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 1302
if such other corporation or entity shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
Eight hereof. Nothing in this Section 1302 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 607.

     The provisions of this Section 1302 shall not apply to, or in any manner
affect or impair the rights of the Holders of Securities to receive and retain,
any payment made solely out of Exempt Proceeds of Exempt Securities.

SECTION 1303. Subrogation of Securities.

     Subject to the payment in full of all Senior Indebtedness, the rights of
the holders of the Securities shall be subrogated, to the extent of the payments
or distributions made to the holders of such Senior Indebtedness pursuant to or
by reason of the provisions of this Article Thirteen (equally and ratably with
the holders of all Indebtedness and other obligations of the Company which by
their express terms are subordinated to Indebtedness and other obligations of
the Company to substantially the same extent as the Securities are subordinated
and are entitled to like rights of subrogation) to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of and premium, if any, and interest on the Securities shall be paid
in full; and, for the purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of any cash, property or securities to
which the holders of the Securities or the Trustee would be entitled except for
the provisions of this Article Thirteen, and no payment over pursuant to the
provisions of this Article Thirteen, to or for the benefit of the holders of
Senior Indebtedness by holders of the Securities or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness and
the holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness; and no payments or distributions of cash,
property or securities to or for the benefit


                                      -67-

<PAGE>

of the Holders pursuant to the subrogation provisions of this Article Thirteen,
which would otherwise have been paid to the holders of Senior Indebtedness,
shall be deemed to be a payment by the Company to or for the account of the
Securities. It is understood that the provisions of this Article Thirteen are
and are intended solely for the purpose of defining the relative rights of the
holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

     Nothing contained in this Article Thirteen (including, without limitation,
Section 1302) or elsewhere in this Indenture or in the Securities is intended to
or shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the holders of the Securities, the obligations of the
Company, which are absolute and unconditional, to pay to the holders of the
Securities the principal of and premium, if any, and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of
the Securities and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything contained in this Article Thirteen (including,
without limitation, Section 1302) or elsewhere in this Indenture or the
Securities prevent the Trustee or the holder of any Securities from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Thirteen of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

SECTION 1304. Authorization by Holders.

     Each holder of a Security by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article Thirteen and
irrevocably appoints the Trustee his attorney-in-fact for any and all such
purposes.

SECTION 1305. Notice to Trustee.

     The Company shall give prompt written notice to the Trustee and to any
paying agent of any fact known to the Company which would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article Thirteen. Notwithstanding the provisions of
this Article Thirteen or any other provision of this Indenture other than
Section 601, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
Thirteen, unless and until the Trustee shall have received written notice
thereof at the Principal Office of the Trustee from the Company or a holder or
holders of Senior Indebtedness or from any trustee therefor or Representative
thereof; and prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if on a date not less
than three business days prior to the date upon which by the terms hereof any
such monies may become payable for any purpose (including, without limitation,
the payment of the principal of, or premium, if any, or interest on any
Security) the Trustee shall not have received, with respect to such monies, the
notice provided for in this Section 1305, then, anything herein contained to the
contrary notwithstanding, the Trustee shall


                                      -68-

<PAGE>

have full power and authority to receive such monies and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.

     Notwithstanding anything to the contrary hereinbefore set forth, nothing
shall prevent any payment by the Trustee to the Holders of money deposited with
it pursuant to Section 401, so long as such deposit was not prohibited by the
terms of any Senior Indebtedness at the time of such deposit.

     The Trustee, subject to the provisions of Section 601, shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a trustee or Representative on behalf
of such holder) to establish that such notice has been given by a holder of
Senior Indebtedness or a trustee or Representative on behalf of any such holder
or holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Thirteen, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Thirteen, and if such evidence is not
furnished the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

SECTION 1306. Trustee's Relation to Senior Indebtedness.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article Thirteen in respect of any Senior Indebtedness at any
time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in Section 613 or elsewhere in this Indenture shall deprive the
Trustee of any of its rights as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article Thirteen, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 601, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to holders of Securities or
the Company monies or assets deposited to the Trustee under the terms of this
Indenture to which any holder of Senior Indebtedness shall be entitled by virtue
of this Article Thirteen or otherwise.

SECTION 1307. No Impairment of Subordination.

     The holders of Senior Indebtedness may at any time or from time to time,
and in their absolute discretion, change the manner, place or terms of payment
of, change or extend the time of payment of, or renew or alter, any Senior
Indebtedness, or amend or supplement any instrument pursuant to which any Senior
Indebtedness is issued, or exercise or refrain from


                                      -69-

<PAGE>

exercising any other of their rights under the Senior Indebtedness including,
without limitation, the waiver of defaults thereunder, all without notice to or
assent from the holders of the Securities or the Trustee. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

SECTION 1308. Reliance on Judicial Order or Certificate of Liquidating Agent.

     Upon any payment or distribution of, assets of the Company referred to in
this Article Thirteen, the Trustee, subject to the provisions of Section 601,
and the holders of the Securities shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the holders of the Securities, for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Thirteen.

SECTION 1309. Article Applicable to Paying Agents.

     In case at any time any paying agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such paying agent within its meaning
as fully for all intents and purposes as if such paying agent were named in this
Article in addition to or in place of the Trustee; provided, however, that
Section 1307 shall not apply to any Affiliate of the Company if such Affiliate
acts as paying agent.

                                ARTICLE FOURTEEN

                       IMMUNITY OF CORPORATE STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 1401. Indenture and Securities Solely Corporate Obligations.

     No recourse for the payment of the principal of or the premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture or any Security,
or because of the creation of any indebtedness represented hereby or thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any


                                      -70-

<PAGE>

constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood and agreed that all such
liability is hereby expressly waived and released as a condition of, and as
partial consideration for, the execution of this Indenture and the issuance of
the Securities.

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day, and year first above written.

                                        FIBER INDUSTRIES, INC.


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


(SEAL)

Attest:


-------------------------------------
Secretary


                                        MTRUST CORP, NATIONAL ASSOCIATION,
                                        Trustee


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


(SEAL)

Attest:


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


                                      -71-

<PAGE>

STATE OF TEXAS   )
                 ) ss.:
COUNTY OF HARRIS )

     On the ______ day of ___________, 1987, before me personally came
___________________________, to me known, who, being by me duly sworn, did
depose and say he is the ____________ of Fiber Industries, Inc., the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

[SEAL]
                                        ----------------------------------------

STATE OF TEXAS   )
                 ) ss.:
COUNTY OF HARRIS )

     On the ______ day of ___________, 1987, before me personally came
___________________________, to me known, who, being by me duly sworn, did
depose and say he is the ____________ of MTrust Corp National Association, the
national banking association described in and which executed the foregoing
instrument; that he knows the seal of said association; that the seal affixed to
said instrument is such association's seal; that it was so affixed by authority
of the Board of Directors of said association, and that he signed his name
thereto by like authority.

[SEAL]
                                        ----------------------------------------


                                      -72-

<PAGE>

                              CERTIFICATE OF MERGER
                                       OF

                               TD ACQUISITION CO.

                                      INTO

                             FIBER INDUSTRIES, INC.

     Pursuant to the provisions of Section 251 of the Delaware General
Corporation law, the undersigned corporation, organized and exiting under and by
virtue of the General Corporation Law of the State of Delaware:

          DOES HEREBY CERTIFY:

               FIRST: That the name and state of incorporation of each of the
          constituent corporations to the merger is as follows:

<TABLE>
<CAPTION>
Name of Corporation      State of Incorporation
-------------------      ----------------------
<S>                      <C>
TD Acquisition Co.       Delaware
Fiber Industries, Inc.   Delaware
</TABLE>

               SECOND: That an Agreement of Merger between the constituent
          corporations was approved, adopted, certified, executed and
          acknowledged by each of the constituent corporations in accordance
          with the requirements of Section 251 of the General Corporation Law of
          the State of Delaware.

               THIRD: That the name of the surviving corporation is Fiber
          Industries, Inc.

               FOURTH: That the Certificate of Incorporation of the surviving
          corporation, as hereto amended, shall be its certificate of
          incorporation.

<PAGE>

               FIFTH: That the executed Agreement of Merger is on file at the
          principal place of business of the surviving corporation at Shrewsbury
          Executive Center, 1040 Broad Street, Suite 302, Shrewsbury, New Jersey
          07702.

               SIXTH: That a copy of the Agreement of Merger will be furnished
          by the surviving corporation upon request and without cost to any
          stockholder of either constituent corporation.

DATED: November, 1989

                                        FIBER INDUSTRIES, INC.


                                        By:
                                            ------------------------------------
                                            Thomas M. Duff, President


ATTEST:


-------------------------------------
David K. Duffell, Secretary


                                      -74-

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                             FIBER INDUSTRIES, INC.

     FIBER INDUSTRIES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

          FIRST: That the Board of Directors of Fiber Industries, Inc., by the
     unanimous written consent of its members, filed with the minutes of the
     board, duly adopted resolutions setting forth a proposed amendment to the
     Certificate of Incorporation of said corporation, declaring said amendment
     to be advisable and submitting such amendment to the stockholders of said
     corporation for consideration thereof. The resolution setting forth the
     proposed amendment is as follows:

               VOTED: That the Board of Directors of the Corporation deem it
          advisable that Article IV of the Certificate of Incorporation of the
          Corporation be, effective upon filing with the Secretary of State of
          Delaware, amended in its entirety to read as follows:

                    "The total number of shares which the Corporation shall have
               authority to issue is 3,000 shares of common stock, $.01 par
               value per share."

          SECOND: That thereafter, pursuant to resolution of its Board of
     Directors, the sole stockholder of said corporation in accordance with
     Section 228 of the General Corporation Law of the State of Delaware, voted
     by written consent in favor of the amendment.

<PAGE>

          THIRD: That said amendment was duly adopted in accordance with the
     provisions of Section 242 of the General Corporation Law of the State of
     Delaware.

     IN WITNESS WHEREOF, said Fiber Industries, Inc. has caused this certificate
to be signed by Clifford J. Christenson, its Vice President, and attested by
Laura N. Wilkinson, its Assistant Secretary, this _______ day of August, 1990.

                                        FIBER INDUSTRIES, INC.


                                        By:
                                            ------------------------------------
                                            Clifford J. Christenson
                                            Vice President


ATTEST:


-------------------------------------
Laura N. Wilkinson,
Assistant Secretary


                                      -76-