<PAGE>   1
                                                                     EXHIBIT 4.1

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

                       KNOWLES ELECTRONICS HOLDINGS, INC.
                                     Issuer,

                            THE SUBSIDIARY GUARANTORS

                                       and

                              THE BANK OF NEW YORK
                                     Trustee


                                   -----------

                                    Indenture

                           Dated as of October 1, 1999

                                   -----------

                   13 1/8% Senior Subordinated Notes due 2009


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

<PAGE>   2


                             CROSS-REFERENCE TABLE
                             ---------------------

<TABLE>
<CAPTION>
TIA Sections                                                                                         Indenture Sections
------------                                                                                         ------------------
<S>                                                                                                   <C>
Section 310(a)(1).............................................................................              7.10
           (a)(2).............................................................................              7.10
           (b)................................................................................              7.03; 7.08; 7.10
Section 311(a)................................................................................              7.03; 7.11
           (b)................................................................................              7.03
Section 312(a)................................................................................              2.04
           (b)................................................................................              11.02
           (c)................................................................................              11.02
Section 313(a)................................................................................              7.06
           (b)(2).............................................................................              7.07
           (c)................................................................................              7.05; 7.06; 12.02
           (d)................................................................................              7.06
Section 314(a)................................................................................              4.17
           (a)(4).............................................................................              4.16
           (c)(1).............................................................................              12.03
           (c)(2).............................................................................              12.03
           (e)................................................................................              4.16; 12.04
Section 315(a)................................................................................              7.01; 7.02
           (b)................................................................................              7.05
           (c)................................................................................              7.01
           (d)................................................................................              7.01; 7.02
           (e)................................................................................              6.11
Section 316(a)(1)(A)..........................................................................              6.05
           (a)(1)(B)..........................................................................              6.04
           (b)................................................................................              6.07
           (c)................................................................................              9.03
Section 317(a)(1).............................................................................              6.08
           (a)(2).............................................................................              6.09
           (b)................................................................................              2.05
Section 318(a)................................................................................              1.02; 12.01
           (c)................................................................................              12.01
</TABLE>

Note: The Cross-Reference Table shall not for any purpose be deemed to be a part
      of the Indenture.



<PAGE>   3




                           TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                                        Page
<S>            <C>                                                                                     <C>
         ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.  Definitions.................................................................................1
SECTION 1.02.  Incorporation by Reference of Trust Indenture Act..........................................24
SECTION 1.03.  Rules of Construction......................................................................24

                         ARTICLE TWO THE NOTES
SECTION 2.01.  Form and Dating ...........................................................................25
SECTION 2.02.  Restrictive Legends........................................................................26
SECTION 2.03.  Execution, Authentication and Denominations................................................28
SECTION 2.04.  Registrar and Paying Agent.................................................................29
SECTION 2.05.  Paying Agent to Hold Money in Trust........................................................29
SECTION 2.06.  Transfer and Exchange......................................................................30
SECTION 2.07.  Book-Entry Provisions for Global Notes.....................................................31
SECTION 2.08.  Special Transfer Provisions................................................................32
SECTION 2.09.  Replacement Notes..........................................................................36
SECTION 2.10.  Outstanding Notes..........................................................................36
SECTION 2.11.  Temporary Notes............................................................................37
SECTION 2.12.  Cancellation...............................................................................37
SECTION 2.13.  CUSIP Numbers..............................................................................37
SECTION 2.14.  Defaulted Interest.........................................................................37
SECTION 2.15.  Issuance of Additional Notes...............................................................38

                        ARTICLE THREE REDEMPTION
SECTION 3.01.  Right of Redemption........................................................................38
SECTION 3.02.  Notices to Trustee.........................................................................39
SECTION 3.03.  Selection of Notes to Be Redeemed..........................................................39
SECTION 3.04.  Notice of Redemption.......................................................................39
SECTION 3.05.  Effect of Notice of Redemption.............................................................40
SECTION 3.06.  Deposit of Redemption Price................................................................40
SECTION 3.07.  Payment of Notes Called for Redemption.....................................................40
SECTION 3.08.  Notes Redeemed in Part.....................................................................41

                         ARTICLE FOUR COVENANTS
SECTION 4.01.  Payment of Notes...........................................................................41
SECTION 4.02.  Maintenance of Office or Agency............................................................41
SECTION 4.03.  Limitation on Indebtedness.................................................................42
SECTION 4.04.  Limitation on Restricted Payments..........................................................45
</TABLE>

-------------------
Note:  The Table of Contents shall not for any purposes be deemed to be a part
       of the Indenture.

<PAGE>   4

<TABLE>
<S>            <C>                                                                                     <C>
SECTION 4.05.  Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries....49
SECTION 4.06.  Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries............50
SECTION 4.07.  Limitation on Issuances of Guarantees by Restricted Subsidiaries...........................51
SECTION 4.08.  Limitation on Transactions with Stockholders and Affiliates................................52
SECTION 4.09.  Limitation on Liens........................................................................53
SECTION 4.10.  Limitation on Asset Sales..................................................................53
SECTION 4.11.  Repurchase of Notes upon a Change of Control...............................................55
SECTION 4.12.  Existence..................................................................................55
SECTION 4.13.  Payment of Taxes and Other Claims..........................................................55
SECTION 4.14.  Maintenance of Properties and Insurance....................................................55
SECTION 4.15.  Notice of Defaults.........................................................................56
SECTION 4.16.  Compliance Certificates....................................................................56
SECTION 4.17.  Commission Reports and Reports to Holders..................................................56
SECTION 4.18.  Waiver of Stay, Extension or Usury Laws....................................................57
SECTION 4.19.  Limitation on Senior Subordinated Indebtedness.............................................57

                   ARTICLE FIVE SUCCESSOR CORPORATION
SECTION 5.01.  Consolidation, Merger and Sale of Assets...................................................57
SECTION 5.02.  Successor Substituted......................................................................59

                    ARTICLE SIX DEFAULT AND REMEDIES
SECTION 6.01.  Events of Default..........................................................................59
SECTION 6.02.  Acceleration...............................................................................60
SECTION 6.03.  Other Remedies.............................................................................61
SECTION 6.04.  Waiver of Past Defaults....................................................................61
SECTION 6.05.  Control by Majority........................................................................62
SECTION 6.06.  Limitation on Suits........................................................................62
SECTION 6.07.  Rights of Holders to Receive Payment.......................................................63
SECTION 6.08.  Collection Suit by Trustee.................................................................63
SECTION 6.09.  Trustee May File Proofs of Claim...........................................................63
SECTION 6.10.  Priorities.................................................................................63
SECTION 6.11.  Undertaking for Costs......................................................................64
SECTION 6.12.  Restoration of Rights and Remedies.........................................................64
SECTION 6.13.  Rights and Remedies Cumulative.............................................................64
SECTION 6.14.  Delay or Omission Not Waiver...............................................................64

                         ARTICLE SEVEN TRUSTEE
SECTION 7.01.  Duties of Trustee..........................................................................65
SECTION 7.02.  Certain Rights of Trustee..................................................................66
SECTION 7.03.  Individual Rights of Trustee...............................................................67
SECTION 7.04.  Trustee's Disclaimer.......................................................................67
SECTION 7.05.  Notice of Default..........................................................................68
</TABLE>

<PAGE>   5

<TABLE>
<S>            <C>                                                                                     <C>
SECTION 7.06.  Reports by Trustee to Holders..............................................................68
SECTION 7.07.  Compensation and Indemnity.................................................................68
SECTION 7.08.  Replacement of Trustee.....................................................................69
SECTION 7.09.  Successor Trustee by Merger, Etc...........................................................70
SECTION 7.10.  Eligibility................................................................................70
SECTION 7.11.  Preferential Collection of Claims Against Company..........................................70
SECTION 7.12.  Money Held in Trust........................................................................70

                  ARTICLE EIGHT DISCHARGE OF INDENTURE
SECTION 8.01.  Termination of Company's Obligations.......................................................71
SECTION 8.02.  Defeasance and Discharge of Indenture......................................................72
SECTION 8.03.  Defeasance of Certain Obligations..........................................................73
SECTION 8.04.  Application of Trust Money.................................................................75
SECTION 8.05.  Repayment to Company.......................................................................75
SECTION 8.06.  Reinstatement..............................................................................76

            ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION 9.01.  Without Consent of Holders.................................................................76
SECTION 9.02.  With Consent of Holders....................................................................77
SECTION 9.03.  Revocation and Effect of Consent...........................................................78
SECTION 9.04.  Notation on or Exchange of Notes...........................................................79
SECTION 9.05.  Trustee to Sign Amendments, Etc............................................................79
SECTION 9.06.  Conformity with Trust Indenture Act........................................................79

                   ARTICLE TEN SUBORDINATION OF NOTES
SECTION 10.01. Notes Subordinated to Senior Indebtedness..................................................79
SECTION 10.02. No Payment on Notes in Certain Circumstances...............................................79
SECTION 10.03. Payment over Proceeds upon Dissolution, Etc................................................80
SECTION 10.04. Subrogation................................................................................82
SECTION 10.05. Obligations of Company Unconditional.......................................................83
SECTION 10.06. Notice to Trustee..........................................................................83
SECTION 10.07. Reliance on Judicial Order or Certificate of Liquidating Agent.............................84
SECTION 10.08. Trustee's Relation to Senior Indebtedness..................................................84
SECTION 10.09. Subordination Rights Not Impaired by Acts or Omissions of the Company or
               Holders of Senior Indebtedness.............................................................85
SECTION 10.10. Holders Authorize Trustee to Effectuate Subordination of Notes.............................85
SECTION 10.11. Not to Prevent Events of Default...........................................................85
SECTION 10.12. Trustee's Compensation Not Prejudiced......................................................86
SECTION 10.13. No Waiver of Subordination Provisions......................................................86
SECTION 10.14. Payments May Be Paid Prior to Dissolution..................................................86
SECTION 10.15. Consent of Holders of Senior Indebtedness Under the Credit Agreement.......................86
SECTION 10.16. Trust Moneys Not Subordinated..............................................................86
</TABLE>

<PAGE>   6

<TABLE>
<CAPTION>
                     ARTICLE ELEVEN NOTE GUARANTEES
<S>            <C>                                                                                     <C>
SECTION 11.01  Note Guarantee  ...........................................................................87
SECTION 11.02  Obligations Unconditional..................................................................89
SECTION 11.03  Additional Note Guarantees and Release of Note Guarantees..................................90
SECTION 11.04  Notice to Trustee..........................................................................90
SECTION 11.05  This Article Not to Prevent Events of Default..............................................90

                     ARTICLE TWELVE MISCELLANEOUS
SECTION 12.01. Trust Indenture Act of 1939................................................................90
SECTION 12.02. Notices....................................................................................91
SECTION 12.03. Certificate and Opinion as to Conditions Precedent.........................................92
SECTION 12.04. Statements Required in Certificate or Opinion..............................................92
SECTION 12.05. Rules by Trustee, Paying Agent or Registrar................................................93
SECTION 12.06. Payment Date Other Than a Business Day.....................................................93
SECTION 12.07. Governing Law  ............................................................................93
SECTION 12.08. No Adverse Interpretation of Other Agreements..............................................93
SECTION 12.09. No Recourse Against Others.................................................................93
SECTION 12.10. Successors     ............................................................................94
SECTION 12.11. Duplicate Originals........................................................................94
SECTION 12.12. Separability   ............................................................................94
SECTION 12.13. Table of Contents, Headings, Etc...........................................................94
</TABLE>

-------------------
Note:  The Table of Contents shall not for any purposes be deemed to be a part
       of the Indenture.

<PAGE>   7

<TABLE>
<S>            <C>                                                                                     <C>
EXHIBIT A      Form of Note...............................................................................A-1
EXHIBIT B      Form of Certificate........................................................................B-1
EXHIBIT C      Form of Certificate to Be Delivered in Connection with
                       Transfers Pursuant to Non-QIB Accredited Investors.................................C-1
EXHIBIT D      Form of Certificate to Be Delivered in Connection with
                       Transfers Pursuant to Regulation S.................................................D-1
</TABLE>

<PAGE>   8


            INDENTURE, dated as of October 1, 1999, among KNOWLES ELECTRONICS
HOLDINGS, INC., a Delaware corporation (the "Company"), the Subsidiary
Guarantors, and THE BANK OF NEW YORK, a banking corporation duly organized and
existing under the laws of the State of New York, trustee (the "Trustee").

                                    RECITALS

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance initially of up to $153,200,000 aggregate
principal amount of the Company's 13_% Senior Subordinated Notes due 2009 (the
"Notes") issuable as provided in this Indenture. All things necessary to make
this Indenture a valid agreement of the Company, in accordance with its terms,
have been done, and the Company has done all things necessary to make the Notes,
when executed by the Company and authenticated and delivered by the Trustee
hereunder and duly issued by the Company, valid obligations of the Company as
hereinafter provided.

            This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be a part of and to govern indentures qualified under the Trust Indenture Act of
1939, as amended.

                      AND THIS INDENTURE FURTHER WITNESSETH

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

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            SECTION 1.01.  Definitions.

            "Acquired Indebtedness" means Indebtedness of a Person existing at
the time such Person is merged with or into or consolidated with or becomes a
Restricted Subsidiary or assumed in connection with an Asset Acquisition;
provided that Indebtedness of such Person which is redeemed, defeased, retired
or otherwise repaid at the time of or immediately upon consummation of the
transactions by which such Person becomes a Restricted Subsidiary or such Asset
Acquisition or merger or consolidation shall not be Acquired Indebtedness.

            "Adjusted Consolidated Net Income" means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period determined in conformity with GAAP; provided that the following
items shall be excluded in computing Adjusted Consolidated Net Income (without
duplication):

<PAGE>   9
                                       2

                        (i) the net income of any Person that is not a
            Restricted Subsidiary, except to the extent of the amount of
            dividends or other distributions actually paid to the Company or any
            of its Restricted Subsidiaries by such Person during such period;

                        (ii) solely for purposes of calculating the amount of
            Restricted Payments that may be made pursuant to clause (C) of the
            first paragraph of Section 4.04, the net income (or loss) of any
            Person accrued prior to the date it becomes a Restricted Subsidiary
            or is merged into or consolidated with the Company or any of its
            Restricted Subsidiaries or all or substantially all of the property
            and assets of such Person are acquired by the Company or any of its
            Restricted Subsidiaries;

                        (iii) solely for purposes of calculating the amount of
            Restricted Payments that may be made pursuant to clause (C) of the
            first paragraph of Section 4.04, the net income (or loss) of any
            Restricted Subsidiary to the extent that the declaration or payment
            of dividends or similar distributions by such Restricted Subsidiary
            of such net income is not at the time permitted by the operation of
            the terms of its charter or any agreement, instrument, judgment,
            decree, order, statute, rule or governmental regulation applicable
            to such Restricted Subsidiary;

                        (iv) any net gains or losses (on an after-tax basis)
            attributable to Asset Sales;

                        (v) solely for purposes of calculating the amount of
            Restricted Payments that may be made pursuant to clause (C) of the
            first paragraph of Section 4.04, any amount paid or accrued as
            dividends on Preferred Stock of the Company owned by Persons other
            than the Company and any of its Restricted Subsidiaries; and

                        (vi) all extraordinary and non-recurring gains and
            losses.

            "Adjusted Consolidated Net Tangible Assets" means the total amount
of assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (i) all current liabilities of the Company and its Restricted
Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent quarterly or annual
consolidated balance sheet of the Company, excluding Unrestricted Subsidiaries,
prepared in conformity with GAAP and filed with the Commission or provided to
the Trustee.

            "Affiliate" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession,

<PAGE>   10
                                       3

directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.

            "Agent" means any Registrar, Co-Registrar, Paying Agent or
authenticating agent.

            "Agent Members" has the meaning provided in Section 2.07(a).

            "Asset Acquisition" means:

                        (i) an investment by the Company or any of its
            Restricted Subsidiaries in any other Person pursuant to which such
            Person shall become a Restricted Subsidiary or shall be merged into
            or consolidated with the Company or any of its Restricted
            Subsidiaries; or

                        (ii) an acquisition by the Company or any of its
            Restricted Subsidiaries of the property and assets of any Person
            (other than the Company or any of its Restricted Subsidiaries) that
            constitute substantially all of a division or line of business of
            such Person.

            "Asset Disposition" means the sale or other disposition by the
Company or any of its Restricted Subsidiaries (other than to the Company or
another Restricted Subsidiary) of:

                        (i) all or substantially all of the Capital Stock of
            any Restricted Subsidiary; or

                        (ii) all or substantially all of the assets that
            constitute a division or line of business of the Company or any of
            its Restricted Subsidiaries.

            "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by the Company or any of its
Restricted Subsidiaries to any Person other than the Company or any of its
Restricted Subsidiaries of:

                        (i) all or any of the Capital Stock of any Restricted
            Subsidiary (other than directors' qualifying shares or shares
            required by applicable law to be held by Persons other than the
            Company or a Restricted Subsidiary), and other than the Capital
            Stock of a non-Wholly Owned Restricted Subsidiary if, after giving
            effect to such sale, the Company maintains its percentage ownership
            on a fully-diluted basis of such non-Wholly Owned Subsidiary;

                        (ii) all or substantially all of the property and assets
            of an operating unit or business of the Company or any of its
            Restricted Subsidiaries; or

                        (iii) any other property and assets (other than the
            Capital Stock or other Investment in an Unrestricted Subsidiary) of
            the Company or any of its Restricted

<PAGE>   11
                                       4

            Subsidiaries outside the ordinary course of business of the Company
            or such Restricted Subsidiary,

and, in the case of (i), (ii) or (iii), that is not governed by the provisions
of Section 5.01, provided that "Asset Sale" shall not include:

                        (a) sales or other dispositions of inventory,
            receivables and other current assets, licenses of intellectual
            property and sales or other dispositions of other assets in the
            ordinary course of business;

                        (b) sales or other dispositions of assets constituting a
            Restricted Payment permitted to be made under Section 4.04;

                        (c) sales or other dispositions of assets for
            consideration at least equal to the fair market value of the assets
            sold or disposed of, to the extent that the consideration received
            would constitute Replacement Assets as defined in Section 4.10;

                        (d) trade-ins, trade-ups and other similar exchanges of
            equipment of the Company and its Restricted Subsidiaries for other
            equipment to be used in the ordinary course of business;

                        (e) sales or other dispositions of assets that have
            become obsolete, worn out or surplus for the purpose for which such
            assets are normally used or which are no longer required for use in
            connection with the business of the Company or any of its Restricted
            Subsidiaries;

                        (f) the making of a Permitted Investment; or

                        (g) sales or other dispositions of assets (other than
            assets disposed in accordance with clauses (a) through (f) above) in
            a maximum aggregate amount of $2 million in a fiscal year.

            "Average Life" means, at any date of determination with respect to
any debt security, the quotient obtained by dividing (i) the sum of the products
of (a) the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (ii) the sum of all such principal payments.

            "Board of Directors" means the Board of Directors of the Company or
any committee of such Board of Directors duly authorized to act under this
Indenture.

            "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.


<PAGE>   12
                                       5

            "Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks in The City of New York, or in the city of the
Corporate Trust Office of the Trustee, are authorized by law to close.

            "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) in equity of such Person, whether outstanding on
the Issue Date or issued thereafter, including, without limitation, all Common
Stock and Preferred Stock.

            "Capitalized Lease" means, as applied to any Person, any lease of
any property (whether real, personal or mixed) of which the discounted present
value of the rental obligations of such Person as lessee, in conformity with
GAAP, is required to be capitalized on the balance sheet of such Person.

            "Capitalized Lease Obligations" means the discounted present value
of the rental obligations under a Capitalized Lease.

            "Change of Control" means such time as

                        (i) (a) prior to a Public Equity Offering, a "person" or
            "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
            Exchange Act) other than the Existing Stockholders becomes the
            ultimate "beneficial owner" (as defined in Rule 13d-3 under the
            Exchange Act) of Voting Stock representing a greater percentage of
            the total voting power of the Voting Stock of the Company, on a
            fully diluted basis, than is held by the Existing Stockholders on
            such date and (b) after a Public Equity Offering, a "person" or
            "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
            Exchange Act) other than the Existing Stockholders becomes the
            ultimate "beneficial owner" (as defined in Rule 13d-3 under the
            Exchange Act) of more than 35% of the total voting power of the
            Voting Stock of the Company on a fully diluted basis and such
            ownership represents a greater percentage of the total voting power
            of the Voting Stock of the Company, on a fully diluted basis, than
            is held by the Existing Stockholders on such date; or

                        (ii) during any consecutive two-year period, individuals
            who at the beginning of such period constitute the Board of
            Directors (together with any new directors whose election by the
            Board of Directors or whose nomination by the Board of Directors for
            election by the Company's stockholders was approved by a vote of at
            least a majority of the members of the Board of Directors then in
            office who either were members of the Board of Directors at the
            beginning of such period or whose election or nomination for
            election was previously so approved or who are otherwise elected by
            a majority vote of the Existing Stockholders) cease for any reason
            to constitute a majority of the members of the Board of Directors
            then in office.

<PAGE>   13
                                       6

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act 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 TIA, then the body performing
such duties at such time.

            "Commodities Agreement" means any commodity future or options
contract or other similar agreement or arrangement.

            "Common Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's equity, other than Preferred
Stock of such Person, whether outstanding on the Issue Date or issued
thereafter, including, without limitation, all series and classes of such common
stock.

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

            "Company Order" means a written request or order signed in the name
of the Company (i) by its Chairman, a Vice Chairman, its President or a Vice
President and (ii) by its Treasurer, an Assistant Treasurer, its Controller, an
Assistant Controller, its Secretary or an Assistant Secretary and delivered to
the Trustee; provided, however, that such written request or order may be signed
by any two of the officers or directors listed in clause (i) above in lieu of
being signed by one of such officers or directors listed in such clause (i) and
one of the officers listed in clause (ii) above.

            "Consolidated EBITDA" means, for any period, Adjusted Consolidated
Net Income for such period plus, to the extent such amount was deducted in
calculating such Adjusted Consolidated Net Income:

                        (i) Consolidated Interest Expense;

                        (ii) income taxes (other than income taxes, either
            positive or negative, attributable to extraordinary or non-recurring
            gains or losses);

                        (iii) depreciation expense;

                        (iv) amortization expense; and

                        (v) all other non-cash items reducing Adjusted
            Consolidated Net Income (other than items that will require cash
            payments and for which an accrual or reserve is, or is required by
            GAAP to be, made),

less all non-cash items increasing Adjusted Consolidated Net Income, all as
determined on a consolidated basis for the Company, excluding Unrestricted
Subsidiaries, in conformity with GAAP, provided that, if any Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary,

<PAGE>   14
                                       7

Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in
accordance with GAAP) by an amount equal to (A) the amount of the Adjusted
Consolidated Net Income attributable to such Restricted Subsidiary multiplied by
(B) the percentage ownership interest in the income of such Restricted
Subsidiary not owned on the last day of such period by the Company or any of its
Restricted Subsidiaries.

            "Consolidated Interest Expense" means, for any period, the aggregate
amount of interest in respect of Indebtedness (including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method of accounting; all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing; the net costs associated with Interest Rate Agreements; and
Indebtedness that is Guaranteed or secured by the Company or any of its
Restricted Subsidiaries) and all but the principal component of rentals in
respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid
or to be accrued by the Company and its Restricted Subsidiaries during such
period; excluding, however, (i) any amount of such interest of any Restricted
Subsidiary if the net income of such Restricted Subsidiary is excluded in the
calculation of Consolidated EBITDA pursuant to the definition of Adjusted
Consolidated Net Income or the definition of Consolidated EBITDA (but only in
the same proportion as the net income of such Restricted Subsidiary is excluded
from the calculation of Consolidated EBITDA pursuant to the definition of
Adjusted Consolidated Net Income or the definition of Consolidated EBITDA) and
(ii) any premiums, fees and expenses (and any amortization thereof) payable in
connection with the Recapitalization and the offering of the Notes, all as
determined on a consolidated basis (without taking into account Unrestricted
Subsidiaries) in conformity with GAAP.

            "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 101 Barclay Street, Floor 21, New York, New York 10286; Attention:
[_______________].

            "Credit Agreement" means the Credit Agreement dated as of June 28,
1999, as amended and restated as of July 21, 1999, among the Company, The Chase
Manhattan Bank, as administrative agent, Morgan Stanley Senior Funding, Inc., as
syndication agent, Chase Securities Inc., as lead arranger and book manager, and
the lenders party thereto, providing for a senior secured credit facility, as
the same may be amended (including any amendment and restatement thereof),
modified, supplemented, extended, renewed, restated, refunded, refinanced,
restructured or replaced from time to time.

            "Currency Agreement" means any foreign exchange contract, currency
future or options contract, currency swap agreement or other similar agreement
or arrangement.

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

<PAGE>   15
                                       8

            "Depositary" means The Depository Trust Company, its nominees, and
their respective successors.

            "Designated Senior Indebtedness" means:

                        (i) any Indebtedness under the Credit Agreement; and

                        (ii) any other Indebtedness constituting Senior
            Indebtedness that, at the date of determination, has an aggregate
            principal amount outstanding of at least $25 million and that is
            specifically designated by the Company in the instrument creating or
            evidencing such Senior Indebtedness as "Designated Senior
            Indebtedness," as long as such designation is consented to by the
            Required Lenders (as defined in the Credit Agreement).

            "Disqualified Stock" means any class or series of Capital Stock of
any Person that by its terms or otherwise is:

                        (i) required to be redeemed prior to the Stated
            Maturity of the Notes;

                        (ii) redeemable at the option of the holder of such
            class or series of Capital Stock at any time prior to the Stated
            Maturity of the Notes; or

                        (iii) convertible into or exchangeable for Capital Stock
            referred to in clause (i) or (ii) above or Indebtedness having a
            scheduled maturity prior to the Stated Maturity of the Notes;

provided that any Capital Stock that would not constitute Disqualified Stock but
for provisions thereof giving holders thereof the right to require such Person
to repurchase or redeem such Capital Stock upon the occurrence of an "asset
sale" or "change of control" occurring prior to the Stated Maturity of the Notes
shall not constitute Disqualified Stock if the "asset sale" or "change of
control" provisions applicable to such Capital Stock are no more favorable to
the holders of such Capital Stock than the provisions contained in Sections 4.10
and 4.11 and such Capital Stock specifically provides that such Person will not
repurchase or redeem any such stock pursuant to such provision prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant to
Sections 4.10 and 4.11.

            "Event of Default" has the meaning provided in Section 6.01.

            "Excess Proceeds" has the meaning provided in Section 4.10.

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

<PAGE>   16
                                       9

            "Exchange Notes" means any securities of the Company containing
terms identical to the Notes (except that such Exchange Notes shall be
registered under the Securities Act and shall not bear legends restricting the
transfer thereof nor contain provisions for an increase in interest rate in the
forth paragraph of Section 1 of the terms of the Notes) that are issued and
exchanged for the Notes pursuant to the Registration Rights Agreement and this
Indenture.

            "Existing Stockholders" means Doughty Hanson & Co. Limited or any of
its Affiliates, any limited partnership of which any of them is general partner
and any investment fund controlled or managed by any of them or under common
control therewith.

            "Fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession. All ratios and computations contained or referred
to in the Indenture shall be computed in conformity with GAAP applied on a
consistent basis, except that calculations made for purposes of determining
compliance with the terms of the covenants and with other provisions of the
Indenture shall be made without giving effect to (i) any fees or expenses
incurred in connection with the Recapitalization or any fees or expenses
incurred in connection with the offering of the Notes and (ii) except as
otherwise provided, the amortization of any amounts required or permitted to be
amortized by Accounting Principles Board Opinion Nos. 16 and 17.

            "Global Notes" has the meaning provided in Section 2.01.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person:

                        (i) to purchase or pay (or advance or supply funds for
            the purchase or payment of) such Indebtedness of such other Person
            (whether arising by virtue of partnership arrangements, or by
            agreements to keep-well, to purchase assets, goods, securities or
            services (unless such purchase arrangements are on arm's-length
            terms and are entered into in the ordinary course of business), to
            take-or-pay, or to maintain financial statement conditions or
            otherwise); or

                        (ii) entered into for purposes of assuring in any other
            manner the obligee of such Indebtedness of the payment thereof or to
            protect such obligee against loss in respect thereof (in whole or in
            part);

<PAGE>   17
                                       10

provided that the term "Guarantee" shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

            "Holder" or "Noteholder" means the registered holder of any Note.

            "Incur" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to the
payment of, contingently or otherwise, such Indebtedness, including an
"Incurrence" of Acquired Indebtedness, provided that neither the accrual of
interest nor the accretion of original issue discount shall be considered an
Incurrence of Indebtedness.

            "Indebtedness" means, with respect to any Person at any date of
determination (without duplication):

                        (i) all indebtedness of such Person for borrowed money;

                        (ii) all obligations of such Person evidenced by bonds,
            debentures, notes or other similar instruments;

                        (iii) all obligations of such Person in respect of
            letters of credit or other similar instruments (including
            reimbursement obligations with respect thereto, but excluding
            obligations with respect to letters of credit (including trade
            letters of credit) securing obligations (other than obligations
            described in (i) or (ii) above or (v), (vi) or (vii) below) entered
            into in the ordinary course of business of such Person to the extent
            such letters of credit are not drawn upon or, if drawn upon, to the
            extent such drawing is reimbursed no later than the third Business
            Day following receipt by such Person of a demand for reimbursement);

                        (iv) all obligations of such Person to pay the deferred
            and unpaid purchase price of property or services, which purchase
            price is due more than six months after the date of placing such
            property in service or taking delivery and title thereto or the
            completion of such services, except Trade Payables;

                        (v)  all Capitalized Lease Obligations;

                        (vi) all Indebtedness of other Persons secured by a Lien
            on any asset of such Person, whether or not such Indebtedness is
            assumed by such Person; provided that the amount of such
            Indebtedness shall be the lesser of (A) the fair market value of
            such asset at such date of determination and (B) the amount of such
            Indebtedness;

                        (vii) all Indebtedness of other Persons Guaranteed by
            such Person to the extent such Indebtedness is Guaranteed by such
            Person; and

<PAGE>   18
                                       11

                        (viii) to the extent not otherwise included in this
            definition, net obligations under Currency Agreements, Commodities
            Agreements and Interest Rate Agreements other than such agreements
            entered into in the ordinary course of business designed solely to
            protect the Company and its Subsidiaries against foreign currency
            exchange rates, fluctuations in commodities prices or fluctuations
            in interest rates.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligation, provided (A) that
the amount outstanding at any time of any Indebtedness issued with original
issue discount is the face amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP, (B) that money borrowed and set
aside at the time of the Incurrence of any Indebtedness in order to prefund the
payment of the interest on such Indebtedness shall not be deemed to be
"Indebtedness" so long as such money is held to secure the payment of such
interest and such Debt and (C) that Indebtedness shall not include any liability
for federal, state, local or other taxes.

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

            "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

            "Interest Coverage Ratio" means, on any Transaction Date, the ratio
of (i) the aggregate amount of Consolidated EBITDA for the then most recent four
fiscal quarters prior to such Transaction Date for which reports have filed with
the Commission or provided to the Trustee (the "Four Quarter Period") to (ii)
the aggregate Consolidated Interest Expense during such Four Quarter Period. In
making the foregoing calculation,

                        (A) pro forma effect shall be given to any Indebtedness
            Incurred or repaid during the period (the "Reference Period")
            commencing on the first day of the Four Quarter Period and ending on
            the Transaction Date (other than Indebtedness Incurred or repaid
            under a revolving credit or similar arrangement in effect on the
            last day of such Four Quarter Period except to the extent of any
            portion of such Indebtedness is projected, in the reasonable
            judgment of the senior management of the Company, to remain
            outstanding for a period in excess of 12 months from the date of the
            Incurrence thereof), in each case as if such Indebtedness has been
            Incurred or repaid on the first day of such Reference Period;

                        (B) Consolidated Interest Expense attributable to
            interest on any Indebtedness (whether existing or being Incurred)
            computed on a pro forma basis and bearing a floating interest rate
            shall be computed as if the rate in effect on the Transaction Date
            (taking into account any Interest Rate Agreement or Currency
            Agreement applicable to such

<PAGE>   19
                                       12

            Indebtedness if such Interest Rate Agreement or Currency Agreement
            has a remaining term in excess of 12 months or, if shorter, at least
            equal to the remaining term of such Indebtedness) had been the
            applicable rate for the entire period;

                        (C) pro forma effect shall be given to Asset
            Dispositions and Asset Acquisitions (including giving pro forma
            effect to the application of proceeds of any Asset Disposition) that
            occur during such Reference Period as if they had occurred and such
            proceeds had been applied on the first day of such Reference Period;
            and

                        (D) pro forma effect shall be given to asset
            dispositions and asset acquisitions (including giving pro forma
            effect to the application of proceeds of any asset disposition) that
            have been made by any Person that has become a Restricted Subsidiary
            or has been merged with or into the Company or any Restricted
            Subsidiary during such Reference Period and that would have
            constituted Asset Dispositions or Asset Acquisitions had such
            transactions occurred when such Person was a Restricted Subsidiary
            as if such asset dispositions or asset acquisitions were Asset
            Dispositions or Asset Acquisitions that occurred on the first day of
            such Reference Period;

provided that to the extent that clause (C) or (D) of this sentence requires
that pro forma effect be given to an Asset Acquisition or Asset Disposition,
such pro forma calculation shall be based upon the four full fiscal quarters
immediately preceding the Transaction Date of the Person, or division or line of
business of the Person, that is acquired or disposed for which financial
information is available. In addition, to the extent that clauses (C) and (D) of
the preceding sentence require that pro forma effect be given to an asset
acquisition, the Consolidated EBITDA of the acquired entities shall be included
after giving effect to cost savings resulting from employee terminations,
facilities consolidations and closings, standardization of employee benefits and
compensation practices, consolidation of property, casualty and other insurance
coverage and policies, standardization of sales and other distribution methods,
reduction in taxes other than income taxes and other cost savings reasonably
expected to be realized from such acquisition, as determined in good faith by an
officer of the Company, provided that such cost savings could be reflected in
pro forma financial statements under GAAP.

            "Interest Payment Date" means each semiannual interest payment date
on April 15, and October 15 of each year, commencing April 15, 2000.

            "Interest Rate Agreement" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement, option or future contract or other
similar agreement or arrangement.

            "Investment" in any Person means any direct or indirect advance,
loan or other extension of credit (including, without limitation, by way of
Guarantee or similar arrangement but excluding advances to customers in the
ordinary course of business that are, in conformity with GAAP,

<PAGE>   20
                                       13

recorded as accounts receivable on the balance sheet of the Company or its
Restricted Subsidiaries) or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
bonds, notes, debentures or other similar instruments issued by, such Person and
shall include:

                        (i) the designation of a Restricted Subsidiary as an
            Unrestricted Subsidiary; and

                        (ii) the retention of the Capital Stock (or any other
            Investment) by the Company or any of its Restricted Subsidiaries, of
            (or in) any Person that has ceased to be a Restricted Subsidiary,
            including, without limitation, by reason of any transaction
            permitted by clause (iii) of Section 4.06.

For purposes of the definition of "Unrestricted Subsidiary" and Section 4.04,
(i) "Investment" shall include the fair market value of the assets (net of
liabilities (other than liabilities to the Company or any of its Restricted
Subsidiaries)) of any Restricted Subsidiary at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary, (ii) the fair market value
of the assets (net of liabilities (other than liabilities to the Company or any
of its Restricted Subsidiaries)) of any Unrestricted Subsidiary at the time that
such Unrestricted Subsidiary is designated a Restricted Subsidiary shall be
considered a reduction in outstanding Investments, (iii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value at the time of such transfer and (iv) the amount of, or reduction
in, an Investment shall be equal to the fair market value thereof at the time
such investment is made or reduced.

            "IPO" means an initial registered public offering of the Company's
common stock which is a primary offering.

            "Issue Date" means the date on which the Notes are originally issued
under the Indenture.

            "Junior Subordinated Exchange Notes" means the junior subordinated
exchange notes of the Company, substantially in the form annexed to the
Company's Restated Certificate of Incorporation as in effect on the Issue Date,
that are subordinated in right of payment to the Notes and issued in exchange
for the Series A-1 Preferred Stock of the Company.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, without limitation, any conditional sale
or other title retention agreement or lease in the nature thereof or any
agreement to give any security interest).

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

<PAGE>   21
                                       14

            "Net Cash Proceeds" means:

                        (a) with respect to any Asset Sale, the proceeds of such
            Asset Sale in the form of cash or cash equivalents, including
            payments in respect of deferred payment obligations (to the extent
            corresponding to the principal, but not interest, component thereof)
            when received in the form of cash or cash equivalents and proceeds
            from the conversion of other property received when converted to
            cash or cash equivalents, net of (i) brokerage commissions and other
            fees and expenses (including fees and expenses of counsel,
            consultants and investment bankers) related to such Asset Sale, (ii)
            provisions for all taxes (whether or not such taxes will actually be
            paid or are payable) as a result of such Asset Sale without regard
            to the consolidated results of operations of the Company and its
            Restricted Subsidiaries, taken as a whole, (iii) payments made to
            repay Indebtedness or any other obligation outstanding at the time
            of such Asset Sale that either (A) is secured by a Lien on the
            property or assets sold or (B) is required to be paid as a result of
            such sale and (iv) appropriate amounts to be provided by the Company
            or any Restricted Subsidiary as a reserve against any liabilities
            associated with such Asset Sale, including, without limitation,
            pension and other post-employment benefit liabilities, liabilities
            related to environmental matters and liabilities under any
            indemnification obligations associated with such Asset Sale, all as
            determined in conformity with GAAP; and

                        (b) with respect to any issuance or sale of Capital
            Stock, the proceeds of such issuance or sale in the form of cash or
            cash equivalents, including payments in respect of deferred payment
            obligations (to the extent corresponding to the principal, but not
            interest, component thereof) when received in the form of cash or
            cash equivalents and proceeds from the conversion of other property
            received when converted to cash or cash equivalents, net of
            attorney's fees, accountants' fees, underwriters' or placement
            agents' fees, discounts or commissions and brokerage, consultant and
            other fees incurred in connection with such issuance or sale and net
            of taxes paid or payable as a result thereof.

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

            "Note Guarantees" means the Guarantees of the Notes by the
Subsidiary Guarantors pursuant to the Indenture.

            "Notes" means any of the securities, as defined in the first
paragraph of the recitals hereof, that are authenticated and delivered under
this Indenture. For all purposes of this Indenture, the term "Notes" shall
include the Notes initially issued on the Issue Date, any Exchange Notes to be
issued and exchanged for any Notes pursuant to the Registration Rights Agreement
and this Indenture and any other Notes issued after the Issue Date under this
Indenture. For purposes of this Indenture, all Notes shall vote together as one
series of Notes under this Indenture.

            "Offer to Purchase" means an offer to purchase Notes by the Company
from the Holders commenced by mailing a notice to the Trustee and each Holder
stating:

<PAGE>   22
                                       15

                        (i) the covenant pursuant to which the offer is being
            made and that all Notes validly tendered will be accepted for
            payment on a pro rata basis;

                        (ii) the purchase price and the date of purchase (which
            shall be a Business Day no earlier than 30 days nor later than 60
            days from the date such notice is mailed) (the "Payment Date");

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

                        (iv) that, unless the Company defaults in the payment of
            the purchase price, any Note accepted for payment pursuant to the
            Offer to Purchase shall cease to accrue interest on and after the
            Payment Date;

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

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

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

On the Payment Date, the Company shall:

                        (i) accept for payment on a pro rata basis Notes or
            portions thereof tendered pursuant to an Offer to Purchase;

                        (ii) deposit with the Paying Agent money sufficient to
            pay the purchase price of all Notes or portions thereof so accepted;
            and

                        (iii) deliver, or cause to be delivered, to the Trustee
            all Notes or portions thereof so accepted together with an Officers'
            Certificate specifying the Notes or portions thereof accepted for
            payment by the Company.

<PAGE>   23
                                       16

The Paying Agent shall promptly mail to the Holders of Notes so accepted payment
in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail to such Holders a new Note equal in principal amount to
any unpurchased portion of the Note surrendered; provided that each Note
purchased and each new Note issued shall be in a principal amount of $1,000 or
integral multiples thereof. The Trustee shall act as the Paying Agent for an
Offer to Purchase. The Company will comply with Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable, in the event that the Company is required
to repurchase Notes pursuant to an Offer to Purchase.

            "Officer" means, with respect to the Company, (i) the Chairman of
the Board, the Chief Executive Officer, the President, any Vice President or the
Chief Financial Officer, and (ii) the Treasurer or any Assistant Treasurer, the
Controller or any Assistance Controller or the Secretary or any Assistant
Secretary.

            "Officers' Certificate" means a certificate signed by one Officer
listed in clause (i) of the definition thereof and one Officer listed in clause
(ii) of the definition thereof or two officers listed in clause (i) of the
definition thereof. Each Officers' Certificate (other than certificates provided
pursuant to TIA Section 314(a)(4)) shall include the statements provided for in
TIA Section 314(e).

            "Offshore Global Note" has the meaning provided in Section 2.01.

            "Offshore Physical Notes" has the meaning provided in Section 2.01.

            "Opinion of Counsel" means a written opinion signed by legal
counsel, who may be an employee of or counsel to the Company, that meets the
requirements of Section 12.04 hereof. Each such Opinion of Counsel shall include
the statements provided for in TIA Section 314(e).

            "Paying Agent" has the meaning provided in Section 2.04, except
that, for the purposes of Article Eight, the Paying Agent shall not be the
Company or a Subsidiary of the Company or an Affiliate of any of them. The term
"Paying Agent" includes any additional Paying Agent.

            "Payment Blockage Period" has the meaning provided in Section 10.02.

            "Payment Date" has the meaning provided in the definition of Offer
to Purchase.

            "Permanent Offshore Global Notes" has the meaning provided in
Section 2.01.

<PAGE>   24
                                       17

            "Permitted Investment" means:

                        (i) an Investment in the Company or a Restricted
            Subsidiary or a Person which will, upon the making of such
            Investment, become a Restricted Subsidiary or be merged or
            consolidated with or into or transfer or convey all or substantially
            all its assets to, the Company or a Restricted Subsidiary;

                        (ii) Temporary Cash Investments;

                        (iii) payroll, travel and similar advances to cover
            matters that are expected at the time of such advances ultimately to
            be treated as expenses in accordance with GAAP;

                        (iv) stock, obligations or securities received in
            satisfaction of judgments or investments received in connection with
            the bankruptcy or reorganization of, or settlement of delinquent
            accounts and disputes with, customers and suppliers, in each case in
            the ordinary course of business;

                        (v) an Investment in an Unrestricted Subsidiary
            consisting solely of an Investment in another Unrestricted
            Subsidiary;

                        (vi) Interest Rate Agreements, Commodities Agreements
            and Currency Agreements designed solely to protect the Company or
            its Restricted Subsidiaries against fluctuations in interest rates,
            commodities prices or foreign currency exchange rates;

                        (vii) accounts receivable or other extensions of trade
            credit owing to the Company or a Restricted Subsidiary;

                        (viii) loans or advances to employees, officers or
            directors of the Company and its Restricted Subsidiaries in their
            capacity as such, in an aggregate principal amount not to exceed $3
            million at any one time outstanding;

                        (ix) Investments constituting non-cash proceeds of any
            sale, transfer or other disposition made in accordance with Section
            4.10;

                        (x) Investments permitted by the provisions of Section
            4.08 other than those permitted by clause (i) thereof; and

                        (xi) other Investments in an aggregate principal amount
            not to exceed $15 million at any one time outstanding.

            "Person" means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

<PAGE>   25
                                       18

            "Physical Notes" has the meaning provided in Section 2.01.

            "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's preferred or preference equity,
whether outstanding on the Issue Date or issued thereafter, including, without
limitation, all series and classes of such preferred or preference stock.

            "Principal" of a debt security, including the Notes, means the
principal amount due on the Stated Maturity as shown on such debt security.

            "Private Placement Legend" means the legend initially set forth on
the Notes in the form set forth in Section 2.02.

            "Public Equity Offering" means an underwritten primary public
offering of Common Stock of the Company or, to the extent that net proceeds are
received by the Company, any direct or indirect parent holding company of the
Company, pursuant to an effective registration statement under the Securities
Act.

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

            "Recapitalization" means the Recapitalization pursuant to the
Recapitalization Agreement pursuant to which Key Acquisition L.L.C. acquired
control of the Company.

            "Recapitalization Agreement" means the Recapitalization Agreement
dated as of June 23, 1999 among Key Acquisitions, L.L.C., the Company and the
holders of Common Stock of the Company named therein.

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

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

            "Registrar" has the meaning provided in Section 2.04.

            "Registration" has the meaning provided in Section 4.17.

            "Registration Rights Agreement" means the Registration Rights
Agreement, dated October 1, 1999  between the Company and Morgan Stanley & Co.
Incorporated and Chase Securities Inc.

            "Registration Statement" means the Registration Statement as defined
and described in the Registration Rights Agreement.

<PAGE>   26
                                       19

            "Regular Record Date" for the interest payable on any Interest
Payment Date means the April 1st or October 1st (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.

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

            "Responsible Officer", when used with respect to the Trustee, means
any vice president, any assistant vice president, any assistant secretary, any
assistant treasurer, any trust officer or any other officer of the Trustee in
its corporate trust department 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 or her knowledge of and familiarity with the particular
subject.

            "Restricted Payments" has the meaning provided in Section 4.04.

            "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

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

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

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

            "Security Register" has the meaning provided in Section 2.04.

            "Senior Indebtedness" means the following obligations of the Company
or any Subsidiary Guarantor, as the case may be, whether outstanding on the
Issue Date or thereafter Incurred:

                        (i) all Indebtedness and all other monetary obligations
            (including, without limitation, expenses, fees, principal, interest,
            reimbursement obligations under letters of credit and indemnities
            payable in connection therewith) of the Company or any Subsidiary
            Guarantor under (or in respect of) the Credit Agreement or any
            Interest Rate Agreement or Currency Agreement relating to the
            Indebtedness under the Credit Agreement; and

                        (ii) all other Indebtedness and all other monetary
            obligations related thereto of the Company (other than the Notes) or
            any Subsidiary Guarantor (other than the Note Guarantees), including
            principal and interest on such Indebtedness, unless such
            Indebtedness, by its express terms or by the express terms of any
            agreement or instrument pursuant to which such Indebtedness is
            issued, is pari passu with, or subordinated in right of payment to,
            the Notes and the Note Guarantees;

<PAGE>   27
                                       20

provided that the term "Senior Indebtedness" shall not include (a) any
Indebtedness of the Company or any Subsidiary Guarantor that, when Incurred, was
without recourse to the Company or such Subsidiary Guarantor, (b) any
Indebtedness of the Company or any Subsidiary Guarantor to a Subsidiary of the
Company, or to a joint venture in which the Company or any Subsidiary Guarantor
has an interest, (c) any Indebtedness of the Company, to the extent not
permitted by Section 4.03 or Section 4.19, (d) any repurchase, redemption or
other obligation in respect of Disqualified Stock, (e) any Indebtedness to any
employee of the Company or any of its respective Subsidiaries, (f) any liability
for taxes owed or owing by the Company or any Subsidiary Guarantor or (g) any
Trade Payables.

            "Series A-1 Preferred Stock" means the Series A-1 Preferred Stock,
par value $.001 per share, of the Company.

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

            "Significant Subsidiary" means, at any date of determination, any
Restricted Subsidiary that, together with its Subsidiaries, (i) for the most
recent fiscal year of the Company, accounted for more than 10% of the
consolidated revenues of the Company and its Restricted Subsidiaries or (ii) as
of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Company and its Restricted Subsidiaries, all as set
forth on the most recently available consolidated financial statements of the
Company for such fiscal year.

            "Stated Maturity" means:

                        (i) with respect to any debt security, the date
            specified in such debt security as the fixed date on which the final
            installment of principal of such debt security is due and payable;
            and

                        (ii) with respect to any scheduled installment of
            principal of or interest on any debt security, the date specified in
            such debt security as the fixed date on which such installment is
            due and payable.

            "Subordinate Guaranteed Indebtedness" has the meaning provided in
Section 4.07.

            "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person.

            "Subsidiary Guarantors" means the subsidiaries of the Company that
guarantee the Notes.

            "Temporary Cash Investment" means any of the following:

<PAGE>   28
                                       21

                        (i) direct obligations of the United States of America
            or any agency thereof or obligations fully and unconditionally
            guaranteed or insured by the United States of America or any agency
            thereof, maturing not more than 2 years after the date of
            acquisition;

                        (ii) time deposit accounts, certificates of deposit,
            money market deposits and bankers' acceptances maturing within one
            year of the date of acquisition thereof issued by a bank or trust
            company which is organized under the laws of the United States of
            America, any state thereof, the District of Columbia or any foreign
            country recognized by the United States of America, and which bank
            or trust company issues (or the parent of which issues) commercial
            paper rated as described in clause (iv) of this definition and has
            capital, surplus and undivided profits of not less than $500
            million;

                        (iii) repurchase obligations with a term of not more
            than 270 days for underlying securities of the types described in
            clause (i) above entered into with a bank or trust company meeting
            the qualifications described in clause (ii) above;

                        (iv) commercial paper, maturing not more than 270 days
            after the date of acquisition, issued by a corporation (other than
            an Affiliate of the Company) organized and in existence under the
            laws of the United States of America, any state thereof, the
            District of Columbia or any foreign country recognized by the United
            States of America with a rating at the time as of which any
            investment therein is made up of "P-1" (or higher) according to
            Moody's or "A-1" (or higher) according to S&P;

                        (v) securities with maturities of one year or less from
            the date of acquisition issued or fully and unconditionally
            guaranteed by any state, commonwealth or territory of the United
            States of America, or by any political subdivision or taxing
            authority thereof, and rated at least "A" by S&P or Moody's; and

                        (vi) mutual funds 90% of whose assets are invested in
            any of the foregoing.

            "Temporary Offshore Global Notes" has the meaning provided in
Section 2.01.

            "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb), as in effect on the date this Indenture
was executed, except as provided in Section 9.06.

            "Trade Payables" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

<PAGE>   29
                                       22

            "Transaction Date" means, with respect to the Incurrence of any
Indebtedness by the Company or any of its Restricted Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.

            "Trustee" means the party named as such in the first paragraph of
this Indenture until a successor replaces it in accordance with the provisions
of Article Seven of this Indenture and thereafter means such successor.

            "United States Bankruptcy Code" means the Bankruptcy Reform Act of
1978, as amended and as codified in Title 11 of the United States Code, as
amended from time to time hereafter, or any successor federal bankruptcy law.

            "Unrestricted Subsidiary" means:

                        (i) any Subsidiary of the Company that at the time of
            determination shall be designated an Unrestricted Subsidiary by the
            Board of Directors in the manner provided below; and

                        (ii) any Subsidiary of an Unrestricted Subsidiary.

            The Board of Directors may designate any Restricted Subsidiary
(including any newly acquired or newly formed Subsidiary of the Company) to be
an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Lien on any property of, the Company or any Restricted
Subsidiary; provided that (A) any Guarantee by the Company or any Restricted
Subsidiary of any Indebtedness of the Subsidiary being so designated shall be
deemed an "Incurrence" of such Indebtedness and an "Investment" by the Company
or such Restricted Subsidiary (or both, if applicable) at the time of such
designation; (B) either (I) the Subsidiary to be so designated has total assets
of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000,
such designation would be permitted under Section 4.04; and (C) if applicable,
the Incurrence of Indebtedness and the Investment referred to in clause (A) of
this proviso would be permitted under Section 4.03 and Section 4.04.

            The Board of Directors may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided that (i) no Default or Event of Default
shall have occurred and be continuing at the time of or after giving effect to
such designation and (ii) all Liens and Indebtedness of such Unrestricted
Subsidiary outstanding immediately after such designation would, if Incurred at
such time, have been permitted to be Incurred (and shall be deemed to have been
Incurred) for all purposes of the Indenture. Any such designation by the Board
of Directors shall be evidenced to the Trustee by promptly filing with the
Trustee a copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.

            "U.S. Global Notes" has the meaning provided in Section 2.01.

<PAGE>   30
                                       23

            "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. 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 U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

            "U.S. Physical Notes" means the Notes issued in the form of
permanent certificated Notes in registered form in substantially the form set
forth in Exhibit A.

            "Voting Stock" means, with respect to any Person, Capital Stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.

            "Wholly Owned" means, with respect to any Subsidiary of any Person,
the ownership of all of the outstanding Capital Stock of such Subsidiary (other
than any director's qualifying shares or Investments by foreign nationals
mandated by applicable law) by such Person or one or more Wholly Owned
Subsidiaries of such Person; provided, however, that Ruf electronics GmbH and
Knowles Electronics Taiwan, Ltd., respectively, shall be deemed to be a Wholly
Owned Subsidiary of the Company so long as the Company or one or more of its
Wholly Owned Subsidiaries owns at least 95% of the outstanding Capital Stock of
Ruf electronics GmbH and Knowles Electronics Taiwan, Ltd., respectively
(excluding from such calculation any director's qualifying shares or investments
by foreign nationals mandated by applicable law).

            SECTION 1.02. Incorporation by Reference of Trust Indenture Act. If
any provision of this Indenture limits, qualifies or conflicts with the duties
that would be imposed by any of Sections 310 to 317 of the TIA through operation
of Section 318(c) thereof on any person if this indenture were qualified under
the TIA, such imposed duties shall control. Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a
part of this Indenture. The following TIA terms used in this Indenture have the
following meanings:

                        "indenture securities" means the Notes;

                        "indenture security holder" means a Holder or a
            Noteholder;

<PAGE>   31
                                       24

                        "indenture to be qualified" means this Indenture;

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

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

            All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them
therein.

            SECTION 1.03. Rules of Construction. Unless the context otherwise
requires

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

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

                        (iii) "or" is not exclusive;

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

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

                        (vi) all ratios and computations based on GAAP contained
            in this Indenture shall be computed in accordance with the
            definition of GAAP set forth in Section 1.01; and

                        (vii) all references to Sections or Articles refer to
            Sections or Articles of this Indenture unless otherwise indicated.

                                   ARTICLE TWO
                                    THE NOTES

            SECTION 2.01. Form and Dating. The Notes and the Trustee's
certificate of authentication shall be substantially in the form annexed hereto
as Exhibit A with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture. The Notes may
have notations, legends or endorsements required by law, stock exchange
agreements to which the Company is subject or that are customary for notes of a
similar type. The Company shall approve the form of the Notes and any notation,
legend or endorsement on the Notes. Each Note shall be dated the date of its
authentication.

<PAGE>   32
                                       25

            The terms and provisions contained in the form of the Notes annexed
hereto as Exhibit A shall constitute, and are hereby expressly made, a part of
this Indenture. To the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

            Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (the "U.S. Global Notes"),
registered in the name of the nominee of the Depositary, deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, in accordance with the instructions given by the
Holder thereof, as hereinafter provided.

            Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more temporary
global Notes in registered form substantially in the form set forth in Exhibit A
(the "Temporary Offshore Global Notes"), registered in the name of the nominee
of the Depositary, deposited with the Trustee, as custodian for the Depositary,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. At any time on or after November 11, 1999, upon receipt by the Trustee
and the Company of a certificate substantially in the form of Exhibit B hereto,
one or more permanent global Notes in registered form substantially in the form
set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with
the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed
by the Company and authenticated by the Trustee as hereinafter provided shall be
deposited with the Trustee, as custodian for the Depositary or its nominee, and
the Registrar shall reflect on its books and records the date and a decrease in
the principal amount of the Temporary Offshore Global Notes in an amount equal
to the principal amount of the beneficial interest in the Temporary Offshore
Global Notes transferred.

            Notes issued pursuant to Section 2.07 in exchange for interests in
the Offshore Global Notes shall be in the form of permanent certificated Notes
in registered form substantially in the form set forth in Exhibit A (the
"Offshore Physical Notes").

            The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes." The U.S. Global Notes
and the Offshore Global Notes are sometimes referred to herein as the "Global
Notes."

            The definitive Notes shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Notes may be listed, all as determined by the Officers executing such Notes, as
evidenced by their execution of such Notes.

<PAGE>   33
                                       26

            SECTION 2.02. Restrictive Legends. Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, (i) the
U.S. Global Notes and U.S. Physical Notes shall bear the legend set forth below
on the face thereof and (ii) the Offshore Physical Notes, until at least the
41st day after the Issue Date and receipt by the Company and the Trustee of a
certificate substantially in the form of Exhibit B hereto, and the Temporary
Offshore Global Notes shall bear the legend set forth below on the face thereof.

            THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
            OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
            OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
            SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
            (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
            UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
            INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
            REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED
            INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE
            IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
            SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
            REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT
            ON THE DATE OF TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER
            THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
            TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
            UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
            INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
            FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
            REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
            TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM
            THE TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
            PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL
            ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
            THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
            TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
            (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
            UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
            EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
            AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
            TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
            CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD
            REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
            FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF

<PAGE>   34
                                       27

            SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE
            PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE
            HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE
            COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
            EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
            IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
            SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS
            USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND
            "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
            THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE
            TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION
            OF THE FOREGOING RESTRICTIONS.

            Each Global Note, whether or not an Exchange Note, shall also bear
the following legend on the face thereof:

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
            OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR
            REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
            ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
            ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
            DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
            CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
            PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
            PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
            HAS AN INTEREST HEREIN.

            TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
            WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
            THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
            THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
            WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE INDENTURE.

            SECTION 2.03. Execution, Authentication and Denominations. Subject
to Article Four the aggregate principal amount of Notes which may be
authenticated and delivered under this Indenture is unlimited. The Notes shall
be executed by an Officer of the Company. The signature of the Officer on the
Notes may be by facsimile or manual signature in the name and on behalf of the
Company.

<PAGE>   35
                                       28

            If an Officer whose signature is on a Note no longer holds that
office at the time the Trustee or authenticating agent authenticates the Note,
the Note shall be valid nevertheless.

            A Note shall not be valid until the Trustee or authenticating agent
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

            At any time and from time to time after the execution of this
Indenture, the Trustee or an authenticating agent shall upon receipt of a
Company Order authenticate for original issue Notes in the aggregate principal
amount specified in such Company Order; provided that the Trustee shall be
entitled to receive an Officers' Certificate and an Opinion of Counsel of the
Company in connection with such authentication of Notes. Such Company Order
shall specify the amount of Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated and, in case of an issuance of
Notes pursuant to Section 2.15, shall certify that such issuance is in
compliance with Article Four.

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

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

            SECTION 2.04. Registrar and Paying Agent. The Company shall maintain
an office or agency where Notes may be presented for registration of transfer or
for exchange (the "Registrar"), an office or agency where Notes may be presented
for payment (the "Paying Agent") and an office or agency where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served, which shall be in the Borough of Manhattan, The City of New York. The
Company shall cause the Registrar to keep a register of the Notes and of their
transfer and exchange (the "Security Register"). The Security Register shall be
in written form or any other form capable of being converted into written form
within a reasonable time. The Company may have one or more co-Registrars and one
or more additional Paying Agents.

            The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture which shall incorporate the terms of the
TIA. The agreement shall implement the provisions of this Indenture that relate
to such Agent. The Company shall give prompt written notice to the Trustee of
the name and address of any such Agent and any change in the address of such
Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent
for service of notices and demands, the Trustee shall act as such Registrar,
Paying Agent and/or agent for service of notices and demands. The Company may
remove any Agent upon written notice to such Agent and the Trustee; provided
that no such removal shall become effective until (i) the acceptance of an

<PAGE>   36
                                       29

appointment by a successor Agent to such Agent as evidenced by an appropriate
agency agreement entered into by the Company and such successor Agent and
delivered to the Trustee or (ii) notification to the Trustee that the Trustee
shall serve as such Agent until the appointment of a successor Agent in
accordance with clause (i) of this proviso. The Company, any Subsidiary of the
Company, or any Affiliate of any of them may act as Paying Agent, Registrar or
co-Registrar, and/or agent for service of notice and demands.

            The Company initially appoints the Trustee as Registrar, Paying
Agent, authenticating agent and agent for service of notice and demands. The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders and shall
otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee as of each Regular Record Date and at
such other times as the Trustee may reasonably request the names and addresses
of Holders as they appear in the Security Register, including the aggregate
principal amount of Notes held by each Holder.

            SECTION 2.05. Paying Agent to Hold Money in Trust. Not later than
11:00 a.m. (New York City time) on each due date of the principal, premium, if
any, and interest on any Notes, the Company shall deposit with the Paying Agent
money in immediately available funds sufficient to pay such principal, premium,
if any, and interest so becoming due. The Company shall require each Paying
Agent other than the Trustee to agree in writing that such Paying Agent shall
hold in trust for the benefit of the Holders or the Trustee all money held by
the Paying Agent for the payment of principal of, premium, if any, and interest
on the Notes (whether such money has been paid to it by the Company or any other
obligor on the Notes), and such Paying Agent shall promptly notify the Trustee
of any default by the Company (or any other obligor on the Notes) in making any
such payment. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee and account for any funds disbursed, and the
Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent shall have no further liability for the money so paid over to
the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of
any of them acts as Paying Agent, it will, on or before each due date of any
principal of, premium, if any, or interest on the Notes, segregate and hold in a
separate trust fund for the benefit of the Holders a sum of money sufficient to
pay such principal, premium, if any, or interest so becoming due until such sum
of money shall be paid to such Holders or otherwise disposed of as provided in
this Indenture, and will promptly notify the Trustee of its action or failure to
act.

            SECTION 2.06. Transfer and Exchange. The Notes are issuable only in
registered form. A Holder may transfer a Note only by written application to the
Registrar stating the name of the proposed transferee and otherwise complying
with the terms of this Indenture. No such transfer shall be effected until, and
such transferee shall succeed to the rights of a Holder only upon, final
acceptance and registration of the transfer by the Registrar in the Security
Register. Prior to the registration of any transfer by a Holder as provided
herein, the Company, the Trustee, and any agent of the Company shall treat the
person in whose name the Note is registered as the owner thereof for

<PAGE>   37
                                       30

all purposes whether or not the Note shall be overdue, and neither the Company,
the Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any Holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Note may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent) and that ownership of a beneficial interest in the
Note shall be required to be reflected in a book entry. When Notes are presented
to the Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Notes of other authorized
denominations (including an exchange of Notes for Exchange Notes), the Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transactions are met (including that such Notes are duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Trustee and Registrar duly executed by the Holder thereof or by an
attorney who is authorized in writing to act on behalf of the Holder); provided
that no exchanges of Notes for Exchange Notes shall occur until a Registration
Statement shall have been declared effective by the Commission and that any
Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee.
To permit registrations of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate Notes at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange or redemption
of the Notes, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or other similar governmental charge payable
upon exchanges pursuant to Section 2.11, 3.08 or 9.04).

            The Registrar shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Notes selected for redemption under Section 3.03 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

            SECTION 2.07. Book-Entry Provisions for Global Notes. (a) The U.S.
Global Notes and Offshore Global Notes initially shall (i) be registered in the
name of the Depositary for such Global Notes or the nominee of such Depositary,
(ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.02.

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary, or the Trustee as its custodian, or under
such Global Note, and the Depositary, or its nominee, may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Note.

<PAGE>   38
                                       31

            (b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in Global Notes may be
transferred in accordance with the rules and procedures of the Depositary and
the provisions of Section 2.08. Except as provided in the next succeeding
sentence, owners of beneficial interests in the Global Notes will not be
entitled to receive Physical Notes. U.S. Physical Notes and Offshore Physical
Notes shall be issued to all beneficial owners in exchange for their beneficial
interests in the U.S. Global Notes or the Offshore Global Notes, as the case may
be, if (i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the U.S. Global Notes or the Offshore Global Notes,
as the case may be, and a successor depositary is not appointed by the Company
within 90 days of such notice, (ii) an Event of Default has occurred and is
continuing and the Registrar has received a request from the Depositary or (iii)
the Company delivers to the Trustee and Registrar an Officer's Certificate
stating that such Global Note is so exchangeable.

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

            (d) In connection with any transfer of a portion of the beneficial
interests in a Global Note to beneficial owners pursuant to the third sentence
of paragraph (b) of this Section 2.07, the Registrar shall reflect on its books
and records the date and a decrease in the principal amount of such Global Note
in an amount equal to the principal amount of the beneficial interest in such
Global Note to be transferred, and the Company shall execute, and the Trustee
shall authenticate and make available for delivery, one or more U.S. Physical
Notes or Offshore Physical Notes, as the case may be, of like tenor and amount.

            (e) In connection with the transfer of the U.S. Global Notes or the
Offshore Global Notes, in whole, to beneficial owners pursuant to the third
sentence of paragraph (b) of this Section 2.07, the U.S. Global Notes or
Offshore Global Notes, as the case may be, shall be deemed to be surrendered to
the Trustee for cancellation, and the Company shall execute, and the Trustee
shall authenticate and make available for delivery, to each beneficial owner
identified by the Depositary in exchange for its beneficial interest in the U.S.
Global Notes or Offshore Global Notes, as the case may be, an equal aggregate
principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case
may be, of authorized denominations.

            (f) Any U.S. Physical Note shall, except as otherwise provided by
paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions
applicable to the U.S. Physical Note set forth in Section 2.02.

            (g) Any Offshore Physical Note shall, except as otherwise provided
by paragraph (f) of Section 2.08, bear the legend regarding transfer
restrictions applicable to the Offshore Physical Note set forth in Section 2.02.

<PAGE>   39
                                       32

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

            SECTION 2.08. Special Transfer Provisions. Unless and until a Note
is exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the
following provisions shall apply:

            (a) Transfers to Non-QIB Institutional Accredited Investors. Subject
to Sections 2.08(c) and (d), the following provisions shall apply with respect
to the registration of any proposed transfer of a Note to any Institutional
Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

                        (i) The Registrar shall register the transfer of any
            Note, whether or not such Note bears the Private Placement Legend
            (other than an Offshore Physical Note prior to the removal of the
            Private Placement Legend), if (x) the requested transfer is after
            the time period referred to in Rule 144(k) under the Securities Act
            or (y) the proposed transferee has delivered to the Registrar (A) a
            certificate substantially in the form of Exhibit C hereto and (B) if
            the aggregate principal amount of the Notes being transferred is
            less than $100,000, an opinion of counsel acceptable to the Company
            that such transfer is in compliance with the Securities Act.

                        (ii) If the proposed transferor is holding a beneficial
            interest in the U.S. Global Notes, upon receipt by the Registrar of
            (x) the documents, if any, required by paragraph (i) above and (y)
            instructions given in accordance with the Depositary's and the
            Registrar's procedures, the Registrar shall reflect on its books and
            records the date and a decrease in the principal amount at of the
            U.S. Global Notes, as the case may be, in an amount equal to the
            principal amount of the beneficial interest in the U.S. Global Notes
            to be transferred, and the Company shall execute, and the Trustee
            shall authenticate and deliver, one or more U.S. Physical Notes of
            like tenor and amount.

            (b) Transfers to QIBs. Subject to Sections 2.08(c) and (d), the
following provisions shall apply with respect to the registration of any
proposed transfer of a Note to a QIB (excluding Non-U.S. Persons):

                        (i) If the Note to be transferred consists of (x) either
            Offshore Physical Notes prior to the removal of the Private
            Placement Legend or U.S. Physical Notes, the Registrar shall
            register the transfer if such transfer is being made by a proposed
            transferor who has checked the box provided for on the form of Note
            stating, or has otherwise advised the Company and the Registrar in
            writing, that the sale has been made in compliance with the
            provisions of Rule 144A to a transferee who has signed the
            certification provided for on the form of Note stating, or has
            otherwise advised the Company and the Registrar in writing, that it
            is purchasing the Note for its own account or an account with
            respect to which it exercises

<PAGE>   40
                                       33

            sole investment discretion and that it and any such account is a QIB
            within the meaning of Rule 144A and is aware that the sale to it is
            being made in reliance on Rule 144A and acknowledges that it has
            received such information regarding the Company and the Subsidiary
            Guarantors as it has requested pursuant to Rule 144A or has
            determined not to request such information and that it is aware that
            the transferor is relying upon its foregoing representations in
            order to claim the exemption from registration provided by Rule 144A
            or (y) an interest in the U.S. Global Notes, the transfer of such
            interest may be effected only through the book entry system
            maintained by the Depositary.

                        (ii) In the case of paragraph (b)(i)(x) above, the
            Registrar shall reflect on its books and records the date and an
            increase in the principal amount of U.S. Global Notes in an amount
            equal to the principal amount of the U.S. Physical Notes or Offshore
            Physical Notes to be transferred, and the Trustee shall cancel the
            Physical Notes so transferred.

            (c) Transfers of Interests in the Temporary Offshore Global Notes.
The following provisions shall apply with respect to registration of any
proposed transfer of an interest in a Temporary Offshore Global Note:

                        (i) The Registrar shall register the transfer of any
            Note (x) if the proposed transferee is a Non-U.S. Person and the
            proposed transferor has delivered to the Registrar a certificate
            substantially in the form of Exhibit D hereto or (y) if the proposed
            transferee is a QIB and the proposed transferor has checked the box
            provided for on the form of Note stating, or has otherwise advised
            the Company and the Registrar in writing, that the sale has been
            made in compliance with the provisions of Rule 144A to a transferee
            who has signed the certification provided for on the form of Note
            stating, or has otherwise advised the Company and the Registrar in
            writing, that it is purchasing the Note for its own account or an
            account with respect to which it exercises sole investment
            discretion and that it and any such account is a QIB within the
            meaning of Rule 144A, and is aware that the sale to it is being made
            in reliance on Rule 144A and acknowledges that it has received such
            information regarding the Company and the Subsidiary Guarantors as
            it has requested pursuant to Rule 144A or has determined not to
            request such information and that it is aware that the transferor is
            relying upon its foregoing representations in order to claim the
            exemption from registration provided by Rule 144A.

                        (ii) If the proposed transferee is made pursuant to
            clause (d)(ii)(y) above, the Registrar shall reflect on its books
            and records the date and an increase in the principal amount of the
            U.S. Global Notes in an amount equal to the principal amount of the
            Temporary Offshore Global Notes to be transferred, and the Registrar
            shall decrease the amount of the Temporary Offshore Global Notes.

            (d) Transfers of Interests in the Permanent Offshore Global Notes or
Unlegended Offshore Physical Notes. The following provisions shall apply with
respect to any transfer of

<PAGE>   41
                                       34

interests in Permanent Offshore Global Notes or unlegended Offshore Physical
Notes. The Registrar shall register the transfer of any such Note without
requiring any additional certification.

            (e)         Transfers to Non-U.S. Persons at Any Time.  The
following provisions shall apply with respect to any transfer of
a Note to a Non-U.S. Person:

                        (i) Prior to November 11, 1999, the Registrar shall
            register any proposed transfer of a Note to a Non-U.S. Person upon
            receipt of a certificate substantially in the form of Exhibit D
            hereto from the proposed transferor.

                        (ii) On and after November 11, 1999, the Registrar shall
            register any proposed transfer to any Non-U.S. Person if the Note to
            be transferred is a U.S. Physical Note or an interest in U.S. Global
            Notes, upon receipt of a certificate substantially in the form of
            Exhibit D hereto from the proposed transferor.

                         (iii) (a) If the proposed transferor holds a beneficial
            interest in the U.S. Global Notes, upon receipt by the Registrar of
            (x) the documents, if any, required by paragraph (ii) and (y)
            instructions in accordance with the Depositary's and the Registrar's
            procedures, the Registrar shall reflect on its books and records the
            date and a decrease in the principal amount of the U.S. Global Notes
            in an amount equal to the principal amount of the beneficial
            interest in the U.S. Global Notes to be transferred, and (b) if the
            proposed transferee to hold its beneficial interest in an Offshore
            Global Note, upon receipt by the Registrar of instructions given in
            accordance with the Depositary's and the Registrar's procedures, the
            Registrar shall reflect on its books and records the date and an
            increase in the principal amount of the Offshore Global Notes in an
            amount equal to the principal amount of the U.S. Physical Notes or
            the U.S. Global Notes, as the case may be, to be transferred, and
            the Trustee shall cancel the Physical Note, if any, so transferred
            or decrease the amount of the U.S. Global Notes.

            (f) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) the Private Placement Legend is no longer required by Section 2.02,
(ii) the circumstances contemplated by paragraph (a)(i)(x) of this Section 2.08
exist or (iii) there is delivered to the Registrar an Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act.

            (g) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture. The Registrar shall not register a transfer of any Note unless such
transfer

<PAGE>   42
                                       35

complies with the restrictions on transfer of such Note set forth in this
Indenture. In connection with any transfer of Notes, each Holder agrees by its
acceptance of the Notes to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.

            The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.07 or this Section 2.08 in
accordance with its customary procedures. The Company shall have the right to
inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

            The Registrar and the Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interests in any Note (including any transfers between or among
Agent Members or beneficial owners of interests in any Global Note) other than
to require delivery of such certificates and other documentation or evidence as
are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.

            SECTION 2.09. Replacement Notes. If a mutilated Note is surrendered
to the Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of notice to the Company or the Trustee
that such Note has been acquired by a bona fide purchaser, the Company shall
issue and the Trustee shall authenticate a replacement Note of like tenor and
principal amount and bearing a number not contemporaneously outstanding;
provided that the requirements of this Section 2.09 are met. If required by the
Trustee or the Company, an indemnity bond must be furnished that is sufficient
in the judgment of both the Trustee and the Company to protect the Company, the
Trustee or any Agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge such Holder for its expenses and the expenses
of the Trustee in replacing a Note. In case any such mutilated, lost, destroyed
or wrongfully taken Note has become or is about to become due and payable, the
Company in its discretion may pay such Note instead of issuing a new Note in
replacement thereof.

            Every replacement Note is an additional obligation of the Company
and shall be entitled to the benefits of this Indenture.

            SECTION 2.10. Outstanding Notes. Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation and those described in this
Section 2.10 as not outstanding.


<PAGE>   43
                                       36

            If a Note is replaced pursuant to Section 2.09, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a bona fide purchaser.

            If the Paying Agent (other than the Company or an Affiliate of the
Company) holds on the maturity date money sufficient to pay Notes payable on
that date, then on and after that date such Notes cease to be outstanding and
interest on them shall cease to accrue.

            A Note does not cease to be outstanding because the Company or one
of its Affiliates holds such Note; provided, however, that in determining
whether the Holders of the requisite principal amount of the outstanding Notes
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Company or any other obligor upon the Notes
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 Notes which the
Trustee has actual knowledge to be so owned shall be so disregarded. Notes 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 Notes and that the pledgee is not the Company or
any other obligor upon the Notes or any Affiliate of the Company or of such
other obligor.

            SECTION 2.11. Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and execute and the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers executing the temporary
Notes, as evidenced by their execution of such temporary Notes. If temporary
Notes are issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for such purpose
pursuant to Section 4.02, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall be entitled to the same benefits under this Indenture as
definitive Notes.

            SECTION 2.12. Cancellation. The Company at any time may deliver to
the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment. The Trustee shall cancel all Notes surrendered
for transfer, exchange, payment or cancellation and shall dispose them in
accordance with its normal procedure.

<PAGE>   44
                                       37

            SECTION 2.13. CUSIP Numbers. The Company in issuing the Notes may
use "CUSIP", "CINS" or "ISIN" numbers (if then generally in use), and the
Company and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may
be, in notices of redemption or exchange as a convenience to Holders; provided
that any such notice shall state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of redemption or exchange and that reliance may be placed only on the
other identification numbers printed on the Notes. The Company shall promptly
notify the Trustee of any change in "CUSIP", "CINS" or "ISIN" numbers for the
Notes.

            SECTION 2.14. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date. A
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall mean the 15th day next preceding the date fixed by
the Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

            SECTION 2.15. Issuance of Additional Notes. The Company may, subject
to Article Four of this Indenture and applicable law, issue additional Notes
under this Indenture. The Notes issued on the Issue Date and any additional
Notes subsequently issued shall be treated as a single class for all purposes
under this Indenture.

                                  ARTICLE THREE
                                   REDEMPTION

            SECTION 3.01. Right of Redemption. (a) The Notes are redeemable, at
the Company's option, in whole or in part, at any time or from time to time, on
or after October 15, 2004 and prior to maturity, upon not less than 30 nor more
than 60 days' prior notice mailed by first-class mail to each Holder's last
address, as it appears in the Security Register, at the following Redemption
Prices (expressed in percentages of principal amount), plus accrued and unpaid
interest to the Redemption Date (subject to the right of Holders of record on
the relevant Regular Record Date that is on or prior to the Redemption Date to
receive interest due on an Interest Payment Date), if redeemed during the
12-month period commencing October 15 of the years set forth below:

<TABLE>
<CAPTION>
                                                                    Redemption
           Year                                                       Price
           ----                                                  --------------
          <S>                                             <C>
           2004............................................106.563%
           2005............................................104.375%
           2006............................................102.188%
           2007 and thereafter.............................100.000%
</TABLE>


<PAGE>   45
                                       38

            (b) In addition, at any time prior to October 15, 2002, the Company
may redeem, at any time or from time to time in part, up to 35% of the principal
amount of the Notes with the Net Cash Proceeds of one or more sales of Capital
Stock of the Company (other than Disqualified Stock) at a Redemption Price
(expressed as a percentage of principal amount) of 113.125%, plus accrued and
unpaid interest to the Redemption Date (subject to the rights of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on an Interest Payment Date); provided that:

            (i) at least 65% of the aggregate principal amount of Notes
                originally issued on the Issue Date remains outstanding after
                each such redemption; and

            (ii) notice of any such redemption is mailed within 60 days of each
                 such sale of Capital Stock.

            SECTION 3.02. Notices to Trustee. If the Company elects to redeem
Notes pursuant to Section 3.01, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Notes to be redeemed and the clause
of this Indenture pursuant to which redemption shall occur.

            The Company shall give each notice provided for in this Section 3.02
in an Officers' Certificate at least 45 days before the Redemption Date (unless
a shorter period shall be satisfactory to the Trustee).

            SECTION 3.03. Selection of Notes to Be Redeemed. If less than all of
the Notes are to be redeemed at any time, the Trustee shall select the Notes to
be redeemed in compliance with the requirements, as certified to it by the
Company, of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not listed on a national securities
exchange or automated quotation system, by lot or by such other method as the
Trustee in its sole discretion shall deem fair and appropriate; provided that no
Note of $1,000 in principal amount or less shall be redeemed in part.

            The Trustee shall make the selection from the Notes outstanding and
not previously called for redemption. Notes in denominations of $1,000 in
principal amount may only be redeemed in whole. The Trustee may select for
redemption portions (equal to $1,000 in principal amount or any integral
multiple thereof) of Notes that have denominations larger than $1,000 in
principal amount. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company and the Registrar promptly in writing of the Notes or
portions of Notes to be called for redemption.

            SECTION 3.04. Notice of Redemption. With respect to any redemption
of Notes pursuant to Section 3.01, at least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail a notice of redemption by
first-class mail to each Holder whose Notes are to be redeemed.

            The notice shall identify the Notes to be redeemed and shall state:


<PAGE>   46
                                       39

                        (i) the Redemption Date;

                        (ii) the Redemption Price;

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

                        (iv) that Notes called for redemption must be
            surrendered to the Paying Agent in order to collect the Redemption
            Price;

                        (v) that, unless the Company defaults in making the
            redemption payment, interest on Notes called for redemption ceases
            to accrue on and after the Redemption Date and the only remaining
            right of the Holders is to receive payment of the Redemption Price
            plus accrued interest to the Redemption Date upon surrender of the
            Notes to the Paying Agent;

                        (vi) that, if any Note is being redeemed in part, the
            portion of the principal amount (equal to $1,000 in principal amount
            or any integral multiple thereof) of such Note to be redeemed, and
            that, on and after the Redemption Date, upon surrender of such Note,
            a new Note or Notes in principal amount equal to the unredeemed
            portion thereof will be reissued; and

                        (vii) that, if any Note contains a CUSIP, CINS or ISIN
            number as provided in Section 2.13, no representation is being made
            as to the correctness of the CUSIP, CINS or ISIN number either as
            printed on the Notes or as contained in the notice of redemption and
            that reliance may be placed only on the other identification numbers
            printed on the Notes.

            At the Company's request (which request may be revoked by the
Company at any time prior to the time at which the Trustee shall have given such
notice to the Holders), made in writing to the Trustee at least 45 days (or such
shorter period as shall be satisfactory to the Trustee) before a Redemption
Date, the Trustee shall give the notice of redemption in the name and at the
expense of the Company. If, however, the Company gives such notice to the
Holders, the Company shall concurrently deliver to the Trustee an Officers'
Certificate stating that such notice has been given.

            SECTION 3.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price. Upon surrender of any Notes to the
Paying Agent, such Notes shall be paid at the Redemption Price, plus accrued
interest, if any, to the Redemption Date.

            Notice of redemption shall be deemed to be given when mailed,
whether or not the Holder receives the notice. In any event, failure to give
such notice, or any defect therein, shall not affect the validity of the
proceedings for the redemption of Notes held by Holders to whom such notice was
properly given.

<PAGE>   47
                                       40

            SECTION 3.06. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, shall segregate and hold in trust as
provided in Section 2.05) money sufficient to pay the Redemption Price of and
accrued interest on all Notes to be redeemed on that date other than Notes or
portions thereof called for redemption on that date that have been delivered by
the Company to the Trustee for cancellation.

            SECTION 3.07. Payment of Notes Called for Redemption. If notice of
redemption has been given in the manner provided above, the Notes or portion of
Notes specified in such notice to be redeemed shall become due and payable on
the Redemption Date at the Redemption Price stated therein, together with
accrued interest to such Redemption Date, and on and after such date (unless the
Company shall default in the payment of such Notes at the Redemption Price and
accrued interest to the Redemption Date, in which case the principal, until
paid, shall bear interest from the Redemption Date at the rate prescribed in the
Notes), such Notes shall cease to accrue interest. Upon surrender of any Note
for redemption in accordance with a notice of redemption, such Note shall be
paid and redeemed by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders registered as such at the close of business on the relevant Regular
Record Date.

            SECTION 3.08. Notes Redeemed in Part. Upon surrender of any Note
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder without service charge a new Note equal
in principal amount to the unredeemed portion of such surrendered Note.

                                  ARTICLE FOUR
                                    COVENANTS

            SECTION 4.01. Payment of Notes. The Company shall pay the principal
of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on the date due if the Trustee or
Paying Agent (other than the Company, a Subsidiary of the Company, or any
Affiliate of any of them) holds on that date money designated for and sufficient
to pay the installment. If the Company or any Subsidiary of the Company or any
Affiliate of any of them acts as Paying Agent, an installment of principal,
premium, if any, or interest shall be considered paid on the due date if the
entity acting as Paying Agent complies with the last sentence of Section 2.05.
As provided in Section 6.09, upon any bankruptcy or reorganization procedure
relative to the Company, the Trustee shall serve as the Paying Agent, if any,
for the Notes.

            The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
the rate per annum specified in the Notes.


<PAGE>   48
                                       41

            SECTION 4.02. Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Notes 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 address of the Trustee set forth in Section 12.02.

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

            The Company hereby initially designates the Corporate Trust Office
of the Trustee as such office of the Company in accordance with Section 2.04.

            SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, Incur any
Indebtedness (other than the Notes, the Exchange Notes, the Note Guarantees and
Indebtedness existing on the Issue Date); provided that the Company and any
Restricted Subsidiary may Incur Indebtedness if, after giving effect to the
Incurrence of such Indebtedness and the receipt and application of the proceeds
therefrom, the Interest Coverage Ratio would be greater than 2:1 with respect to
any Incurrence prior to April 1, 2001, 2.25:1 with respect to any Incurrence on
or after April 1, 2001 and prior to October 1, 2002, and 2.5:1 with respect to
any Incurrence on or after October 1, 2002..

            Notwithstanding the foregoing, the Company and any Restricted
Subsidiary (except as specified below) may Incur each and all of the following:

                        (i) Indebtedness of the Company or any Restricted
            Subsidiary under the Credit Agreement outstanding at any time in an
            aggregate principal amount (together with any refinancing thereof)
            not to exceed the greater of (A) $250 million or (B) the sum of (x)
            $200 million plus (y) 80% of accounts receivable and 50% of
            inventory, in each case net of reserves and as shown on the most
            recent consolidated balance sheet of the Company (excluding
            Unrestricted Subsidiaries) prepared in accordance with GAAP and
            filed with the Commission or provided to the Trustee, excluding, in
            either case, for purposes of calculating such aggregate principal
            amount, the principal amount of any Interest Rate Agreements or
            Currency Agreements, Guarantees and indemnification payments due
            under the Credit Agreement, and less, in the case of the amounts
            specified in clause (A) and subclause (B) (x),


<PAGE>   49
                                       42

            any amount of Indebtedness under the Credit Agreement permanently
            repaid as provided under Section 4.10.

                        (ii) Indebtedness owed (A) to the Company or (B) to any
            Restricted Subsidiary; provided that any event which results in any
            such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
            any subsequent transfer of such Indebtedness (other than to the
            Company or another Restricted Subsidiary) shall be deemed, in each
            case, to constitute an Incurrence of such Indebtedness not permitted
            by this clause (ii);

                        (iii) Indebtedness issued in exchange for, or the net
            proceeds of which are used to refinance or refund, then outstanding
            Indebtedness and any refinancings thereof in an amount not to exceed
            the amount so refinanced or refunded, including committed but
            undrawn amounts (plus premiums, accrued interest, fees and
            expenses); provided that Indebtedness the proceeds of which are used
            to refinance or refund the Notes or Indebtedness that is pari passu
            with, or subordinated in right of payment to, the Notes or the Note
            Guarantees shall only be permitted under this clause (iii) if (A) in
            case the Notes are refinanced in part or the Indebtedness to be
            refinanced is pari passu with the Notes or Note Guarantees, such new
            Indebtedness, by its terms or by the terms of any agreement or
            instrument pursuant to which such new Indebtedness is outstanding,
            is expressly made pari passu with, or subordinate in right of
            payment to, the remaining Notes or Note Guarantees, as the case may
            be, (B) in case the Indebtedness to be refinanced is subordinated in
            right of payment to the Notes or Note Guarantees, such new
            Indebtedness, by its terms or by the terms of any agreement or
            instrument pursuant to which such new Indebtedness is issued or
            remains outstanding, is expressly made subordinate in right of
            payment to the Notes or Note Guarantees at least to the extent that
            the Indebtedness to be refinanced is subordinated to the Notes or
            the Note Guarantees and (C) such new Indebtedness, determined as of
            the date of Incurrence of such new Indebtedness, does not mature
            prior to the Stated Maturity of the Indebtedness to be refinanced or
            refunded, and the Average Life of such new Indebtedness is at least
            equal to the remaining Average Life of the Indebtedness to be
            refinanced or refunded; and provided further that this clause (C)
            shall not apply to refinancings, refundings or renewals of
            indebtedness described in clause (i) above;

                        (iv) Indebtedness (A) in respect of performance, surety
            or appeal bonds or stand-by letters of credit provided in the
            ordinary course of business, (B) under Currency Agreements,
            Commodities Agreements and Interest Rate Agreements; provided that
            such agreements (a) are designed solely to protect the Company or
            its Restricted Subsidiaries against fluctuations in foreign currency
            exchange rates, commodities prices or interest rates and (b) do not
            increase the Indebtedness of the obligor outstanding at any time
            other than as a result of fluctuations in foreign currency exchange
            rates, commodities prices or interest rates or by reason of fees,
            indemnities and compensation payable or cash calls thereunder, and
            (C) arising from agreements providing for indemnification,
            adjustment of purchase price or similar obligations, or from
            Guarantees or letters of credit, surety bonds or performance bonds
            securing any obligations of the Company or any of its Restricted
            Subsidiaries pursuant to such agreements, in any case Incurred in
            connection with the Recapitalization or the

<PAGE>   50
                                       43

            disposition of any business or assets of the Company or any
            Restricted Subsidiary or the disposition of any Restricted
            Subsidiary (other than Guarantees of Indebtedness Incurred by any
            Person acquiring all or any portion of such business, assets or
            Restricted Subsidiary for the purpose of financing such
            acquisition), in a principal amount not to exceed the gross proceeds
            actually received by the Company or any Restricted Subsidiary in
            connection with such disposition;

                        (v) Indebtedness of the Company, to the extent the net
            proceeds thereof are promptly (A) used to purchase Notes tendered in
            an Offer to Purchase made as a result of a Change in Control or (B)
            deposited to defease the Notes as described below under Sections
            8.01, 8.02 and 8.03;

                        (vi) (A) Guarantees of the Notes, (B) Guarantees of
            Indebtedness of the Company by any Restricted Subsidiary and (C)
            Guarantees of Indebtedness of any Restricted Subsidiary by another
            Restricted Subsidiary or by the Company;

                        (vii) Indebtedness of the Company or any Restricted
            Subsidiary Incurred to finance the acquisition, construction or
            improvement of any fixed or capital assets (including related fees
            and expenses), including Capital Lease Obligations and any
            Indebtedness assumed in connection with the acquisition of any such
            assets or secured by a Lien on any such assets prior to the
            acquisition thereof, provided that such Indebtedness is Incurred
            prior to or within 180 days after such acquisition or the completion
            of such construction or improvement, and extensions, renewals and
            replacements of any such Indebtedness that do not increase the
            outstanding principal amount thereof or result in an earlier Stated
            Maturity or decreased Average Life thereof, provided that the
            aggregate principal amount of Indebtedness permitted by this clause
            (vii) (together with refinancings thereof) shall not exceed the
            greater of (A) $20 million or (B) 10% of Adjusted Consolidated Net
            Tangible Assets at any time outstanding;

                        (viii) Acquired Indebtedness in an aggregate principal
            amount at any time outstanding (together with refinancings thereof)
            not to exceed $25 million;

                        (ix) any obligation of the Company to pay any purchase
            price adjustment in connection with the recapitalization pursuant to
            Section 2.4 of the Recapitalization Agreement;

                        (x) the Junior Subordinated Exchange Notes issued in
            exchange for, and in an aggregate principal amount not in excess of
            the liquidation value of, plus all accumulated and all accrued and
            unpaid but not yet accumulated dividends on, the Series A-1
            Preferred Stock; and


<PAGE>   51
                                       44

                        (xi) Indebtedness of the Company or any Restricted
            Subsidiary (in addition to Indebtedness permitted under clauses (i)
            through (x) above) in an aggregate principal amount outstanding at
            any time (together with refinancings thereof) not to exceed $30
            million.

            (b) Notwithstanding any other provision of this Section 4.03, the
maximum amount of Indebtedness that the Company or a Restricted Subsidiary may
Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with
respect to any outstanding Indebtedness to be refinanced in the same currency
and in the same or a lesser principal amount, due solely to the result of
fluctuations in the exchange rates of currencies.

            (c) For purposes of determining any particular amount of
Indebtedness under this Section 4.03, (1) Indebtedness Incurred under the Credit
Agreement on or prior to the Issue Date shall be treated as Incurred pursuant to
clause (i) of the second paragraph of this Section 4.03, (2) Guarantees, Liens
or obligations with respect to letters of credit supporting Indebtedness
otherwise included in the determination of such particular amount shall not be
included and (3) any Liens granted pursuant to the equal and ratable provisions
referred to in Section 4.09 described below shall not be treated as
Indebtedness. For purposes of determining compliance with this Section 4.03, in
the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described in the above clauses (other than
Indebtedness referred to in clause (1) of the preceding sentence), the Company,
in its sole discretion, shall classify, and from time to time may reclassify,
such item of Indebtedness and only be required to include the amount and type of
such Indebtedness in one of such clauses.

            SECTION 4.04. Limitation on Restricted Payments. The Company shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

                        0.0.0.0.0.1 declare or pay any dividend or make any
            distribution on or with respect to its Capital Stock (other than (x)
            dividends or distributions payable solely in shares of its Capital
            Stock (other than Disqualified Stock) or in options, warrants or
            other rights to acquire shares of such Capital Stock and (y) pro
            rata dividends or distributions on Common Stock of Restricted
            Subsidiaries held by minority stockholders) held by Persons other
            than the Company or any of its Restricted Subsidiaries;

                        0.0.0.0.0.2 purchase, redeem, retire or otherwise
            acquire for value any shares of Capital Stock of the Company;

                        0.0.0.0.0.3 make any voluntary or optional principal
            payment, or voluntary or optional redemption, repurchase,
            defeasance, or other acquisition or retirement for value, of
            Indebtedness of the Company that is subordinated in right of payment
            to the Notes; or

                        0.0.0.0.0.4 make any Investment, other than a Permitted
            Investment, in any Person

<PAGE>   52
                                       45


(such payments or other activities described in clauses (i) through (iv) above
being collectively "Restricted Payments") if, at the time of, and after giving
effect to, the proposed Restricted Payment:

                        (A) a Default or Event of Default shall have occurred
            and be continuing;

                        (B) the Company could not Incur at least $1.00 of
            Indebtedness under the first paragraph of Section 4.03; or

                        (C) the aggregate amount of all Restricted Payments (the
            amount, if other than in cash, to be determined in good faith by the
            Board of Directors, whose determination shall be conclusive and
            evidenced by a Board Resolution) made after the Issue date shall
            exceed the sum, without duplication, of:

                                    0.0.0.1 50% of the aggregate amount of the
                        Adjusted Consolidated Net Income (or, if the Adjusted
                        Consolidated Net Income is a loss, minus 100% of the
                        amount of such loss) accrued on a cumulative basis
                        during the period (taken as one accounting period)
                        beginning on the first day of the fiscal quarter
                        immediately preceding the Issue Date and ending on the
                        last fiscal quarter preceding the Transaction Date for
                        which reports have been filed with the Commission or
                        provided to the Trustee plus

                                    0.0.0.2 100% of the aggregate Net Cash
                        Proceeds received by the Company or any Restricted
                        Subsidiary after the Issue Date as a capital
                        contribution or from the issuance and sale permitted by
                        the Indenture of the Capital Stock (other than
                        Disqualified Stock) of the Company or a Restricted
                        Subsidiary to a Person who is not the Company or a
                        Subsidiary of the Company, including an issuance or sale
                        permitted by the Indenture of Indebtedness of the
                        Company or any Restricted Subsidiary for cash subsequent
                        to the Issue Date upon the conversion of such
                        Indebtedness into Capital Stock (other than Disqualified
                        Stock) of the Company or a Restricted Subsidiary, or
                        from the issuance to a Person who is not the Company or
                        a Subsidiary of the Company of any options, warrants or
                        other rights to acquire Capital Stock of the Company or
                        any Restricted Subsidiary (in each case, exclusive of
                        any Disqualified Stock or any options, warrants or other
                        rights that are redeemable at the option of the holder,
                        or are required to be redeemed, prior to the Stated
                        Maturity of the Notes) plus

                                    0.0.0.3 an amount equal to the net reduction
                        in Investments (other than reductions in Permitted
                        Investments) in any Person resulting from payments of
                        interest on Indebtedness, dividends, repayments of loans
                        or advances, release of Guarantees (other than pursuant
                        to the payment thereunder, or other transfers of assets,
                        in each case to the Company or any Restricted Subsidiary
                        or from the Net Cash Proceeds from the sale of any such
                        Investment (except, in each case, to the extent any such
                        payment or proceeds are included in the calculation of
                        Adjusted

<PAGE>   53
                                       46

                        Consolidated Net Income), or from redesignations of
                        Unrestricted Subsidiaries as Restricted Subsidiaries
                        (valued in each case as provided in the definition of
                        "Investments"), not to exceed, in each case, the amount
                        of Investments previously made by the Company or any
                        Restricted Subsidiary in such Person or Unrestricted
                        Subsidiary plus

                                    0.0.0.4 $10 million.

The foregoing provision shall not be violated by reason of:

                        0.0.0.4.0.1 the payment of any dividend within 60 days
            after the date of declaration thereof if, at said date of
            declaration, such payment would comply with the foregoing paragraph;

                        0.0.0.4.0.2 the redemption, repurchase, defeasance or
            other acquisition or retirement for value of Indebtedness that is
            subordinated in right of payment to the Notes including premium, if
            any, and accrued and unpaid interest, with the proceeds of, or in
            exchange for, Indebtedness Incurred under clause (iii) of the second
            paragraph of part (a) of Section 4.03;

                        0.0.0.4.0.3 the repurchase, redemption or other
            acquisition of Capital Stock of the Company or an Unrestricted
            Subsidiary (or options, warrants or other rights to acquire such
            Capital Stock) in exchange for, or out of the proceeds of a
            substantially concurrent offering of, shares of Capital Stock (other
            than Disqualified Stock) of the Company (or options, warrants or
            other rights to acquire such Capital Stock);

                        0.0.0.4.0.4 the making of any principal payment or the
            repurchase, redemption, retirement, defeasance or other acquisition
            for value of Indebtedness of the Company which is subordinated in
            right of payment to the Notes in exchange for, or out of proceeds
            of, a substantially concurrent offering of, shares of the Capital
            Stock (other than Disqualified Stock) of the Company (or options,
            warrants or other rights to acquire such Capital Stock);

                        0.0.0.4.0.5 payments or distributions to dissenting
            stockholders, pursuant to applicable law, pursuant to or in
            connection with a consolidation, merger or transfer of assets that
            complies with the provisions of the Indenture applicable to mergers,
            consolidations and transfers of all or substantially all of the
            property and assets of the Company;

                        0.0.0.4.0.6 Investments acquired as a capital
            contribution or in exchange for, or out of the proceeds of a
            substantially concurrent offering of, shares of Capital Stock (other
            than Disqualified Stock) of the Company (or options, warrants or
            other rights to acquire such Capital Stock);

<PAGE>   54
                                       47

                        0.0.0.4.0.7 the declaration or payment of dividends on
            the Capital Stock (other than Disqualified Stock) of the Company in
            an aggregate annual amount not to exceed 6% of the gross cash
            proceeds received by the Company after the Issue Date from the sale
            of such Capital Stock;

                        0.0.0.4.0.8 Restricted Payments, not exceeding $1.5
            million during any fiscal year, pursuant to and in accordance with
            stock option plans or other benefit plans for management or
            employees of the Company or its Subsidiaries;

                        0.0.0.4.0.9 the purchase, redemption, retirement or
            other acquisition of Capital Stock or options, warrants or other
            rights to purchase Capital Stock of the Company owned by directors,
            employees or officers, or former directors, employees or officers of
            the Company or its Subsidiaries or their assigns, estates, or
            beneficiaries under the estates and heirs, upon the death,
            retirement, disability, termination of employment or pursuant to the
            terms of any agreement under which such shares of Capital Stock or
            options, warrants or other rights were issued, in an aggregate
            amount during any fiscal year not in excess of the sum of (A) $2
            million plus (B) the Net Cash Proceeds received by the Company
            during such fiscal year from the issuance of its Capital Stock to
            directors, employees or officers of the Company or its Subsidiaries
            to the extent such Net Cash Proceeds are not used to make a
            Restricted Payment pursuant to clause (C) of the first paragraph, or
            clauses (iii), (iv), (vi) or (xi) of the second paragraph, of this
            Section 4.04;

                        0.0.0.4.0.10 the repurchase of shares of its Capital
            Stock from stockholders who were stockholders of the Company
            immediately prior to the Recapitalization or their assignees, at a
            price not in excess of fair market value determined in good faith by
            the Board of Directors in an aggregate amount not in excess of $1.5
            million during any fiscal year;

                        0.0.0.4.0.11 upon the occurrence of an IPO, the Company
            may redeem all or a portion of the Series A-1 Preferred Stock for an
            aggregate redemption price not in excess of the Net Cash Proceeds
            received by the Company from such IPO to the extent such Net Cash
            Proceeds are not used to make a Restricted Payment pursuant to
            clause (C) of the first paragraph, or clause (iii), (iv), (vi) or
            (ix) of the second paragraph, of this Section 4.04;

                        0.0.0.4.0.12 the exchange of the Series A-1 Preferred
            Stock for the Junior Subordinated Exchange Notes;

                        0.0.0.4.0.13 the exercise of any options, warrants or
            other rights and the conversion of any convertible security into the
            common stock of the Company; and

                        0.0.0.4.0.14 other Restricted Payments not to exceed $15
            million;

<PAGE>   55
                                       48

provided that, except in the case of clauses (i), (iii), (iv), (v), (vi) and
(xiii), no Default or Event of Default shall have occurred and be continuing or
occur as a consequence of the actions or payments set forth therein.

            Each Restricted Payment, other than Restricted Payments specified in
clauses (ii), (iii), (iv), (vi), (viii), (ix), (x), (xi) and (xiii), of the
preceding paragraph shall be included in calculating whether the conditions of
clause (C) of the first paragraph of this Section 4.04 have been met with
respect to any subsequent Restricted Payments. The Net Cash Proceeds from any
issuances of Capital Stock referred to in, and used to make a Restricted Payment
pursuant to, clauses (iii), (iv), (vi), (ix) and (xi) shall be excluded in
calculating the amount of Restricted Payments that may be made pursuant to
clause (C) of the first paragraph of this Section 4.04. In the event the
proceeds of an issuance of Capital Stock of the Company are used for the
redemption, repurchase or other acquisition of the Notes, or Indebtedness that
is pari passu with the Notes, then the Net Cash Proceeds of such issuance shall
be included in clause (C) of the first paragraph of this Section 4.04 only to
the extent such proceeds are not used for such redemption, repurchase or other
acquisition of Indebtedness.

            SECTION 4.05. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. The Company shall not, and shall not permit
any Restricted Subsidiary to, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any kind on the
ability of any Restricted Subsidiary to:

                        (i) pay dividends or make any other distributions
            permitted by applicable law on any Capital Stock of such Restricted
            Subsidiary owned by the Company or any other Restricted Subsidiary;

                        (ii) pay any Indebtedness owed to the Company or any
            other Restricted Subsidiary;

                        (iii) make loans or advances to the Company or any other
            Restricted Subsidiary; or

                        (iv) transfer any of its property or assets to the
            Company or any other Restricted Subsidiary.

            The foregoing provisions shall not restrict any encumbrances or
restrictions:

                        (i) existing on the Issue Date in the Credit Agreement,
            the Indenture or any other agreements in effect on the Issue Date,
            and any extensions, refinancings, renewals or replacements of such
            agreements; provided that, with respect to encumbrances and
            restrictions under agreements other than the Credit Agreement, the
            encumbrances and restrictions in any such extensions, refinancings,
            renewals or replacements are no less favorable in the aggregate in
            any material respect to the Holders than those encumbrances

<PAGE>   56
                                       49

            or restrictions that are then in effect and that are being extended,
            refinanced, renewed or replaced;

                        (ii) existing under or by reason of applicable law;

                        (iii) existing with respect to any Person or the
            property or assets of such Person acquired by the Company or any
            Restricted Subsidiary, existing at the time of such acquisition or
            at the time such Person becomes a Restricted Subsidiary and not
            incurred in contemplation thereof, which encumbrances or
            restrictions are not applicable to any Person or the property or
            assets of any Person other than such Person or the property or
            assets of such Person so acquired or that becomes a Restricted
            Subsidiary;

                        (iv) in the case of clause (iv) of the first paragraph
            of this Section 4.05, (A) that restrict in a customary manner the
            subletting, assignment or transfer of any property or asset that is
            a lease, license, conveyance or contract or similar property or
            asset, (B) existing by virtue of any transfer of, agreement to
            transfer, option or right with respect to, or Lien on, any property
            or assets of the Company or any Restricted Subsidiary not otherwise
            prohibited by the Indenture or (C) arising or agreed to in the
            ordinary course of business, not relating to any Indebtedness, and
            that do not, individually or in the aggregate, detract from the
            value of the property or assets of the Company or any Restricted
            Subsidiary in any manner material to the Company or any Restricted
            Subsidiary;

                        (v) existing in contract for the sale of assets
            permitted by Section 4.10, including, without limitation, with
            respect to a Restricted Subsidiary and imposed pursuant to an
            agreement that has been entered into for the sale or disposition of
            all or substantially all of the Capital Stock of, or property and
            assets of, such Restricted Subsidiary;

                        (vi) contained in the terms of any Indebtedness or any
            agreement pursuant to which such Indebtedness was issued if (A)
            either (i) the encumbrance or restriction applies only in the event
            of a payment default or a default with respect to a financial
            covenant contained in such Indebtedness or agreement or (ii) the
            encumbrance or restriction is not materially more disadvantageous to
            the Holders of the Notes than is customary in comparable financings
            (as determined by the Company) and (B) the Company determines that
            any such encumbrance or restriction will not materially affect the
            Company's ability to make principal or interest payments on the
            Notes;

                        (vii) contained in Interest Rate Agreements, Commodities
            Agreements and Currency Agreements not prohibited by the Indenture;
            or

                        (viii) contained in any agreement relating to secured
            Indebtedness or Liens not prohibited by the Indenture, if such
            encumbrance or restriction applies only to the property or assets
            securing such Indebtedness or Liens.

<PAGE>   57
                                       50

Nothing contained in this Section 4.05 shall prevent the Company or any
Restricted Subsidiary from (1) creating, incurring, assuming or suffering to
exist any Liens otherwise not prohibited in Section 4.09 or (2) restricting the
sale or other disposition of property or assets of the Company or any of its
Restricted Subsidiaries that secure Indebtedness of the Company or any of its
Restricted Subsidiaries.

            SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock
of Restricted Subsidiaries. The Company shall not sell, and shall not permit any
Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of
Capital Stock of a Restricted Subsidiary (including options, warrants or other
rights to purchase shares of such Capital Stock) except:

                        (i) to the Company or a Restricted Subsidiary;

                        (ii) issuances of director's qualifying shares or sales
            to foreign nationals of shares of Capital Stock of foreign
            Restricted Subsidiaries, to the extent required by applicable law;

                        (iii) if, immediately after giving effect to such
            issuance or sale, such Restricted Subsidiary would no longer
            constitute a Restricted Subsidiary and any Investment in such Person
            remaining after giving effect to such issuance or sale would have
            been permitted to be made under Section 4.04 if made on the date of
            such issuance or sale;

                        (iv) issuances of sales of Capital Stock of a Restricted
            Subsidiary which is a Subsidiary Guarantor or Common Stock of a
            Restricted Subsidiary which is not a Subsidiary Guarantor (including
            options, warrants or other rights to purchase shares of such Capital
            Stock), provided that (x) the Company or such Restricted Subsidiary
            applies the Net Cash Proceeds, if any, of any such sale in
            accordance with clause (A) or (B) of Section 4.10 or (y) in the case
            of issuances or sales of such Capital Stock (including options,
            warrants or other rights to purchase shares of Capital Stock) of a
            non-Wholly Owned Restricted Subsidiary, after giving effect to such
            issuance or sale, the Company maintains its percentage ownership on
            a fully-diluted basis in such non-Wholly Owned Restricted
            Subsidiary; or

                        (v) the issuance of up to additional 5% of the total
            nominal capital of Ruf electronics GmbH pursuant to the Shareholders
            and Employment Agreement, dated September 23, 1996, between the
            Company and Herbert Hafner.

            SECTION 4.07. Limitation on Issuances of Guarantees by Restricted
Subsidiaries. The Company shall not permit any Restricted Subsidiary that is not
a Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of
the Company or any Subsidiary Guarantor which is pari passu with or subordinate
in right of payment to the Notes or the Note Guarantees ("Subordinate Guaranteed
Indebtedness"), unless

<PAGE>   58
                                       51

                        (i) such Restricted Subsidiary simultaneously executes
            and delivers a supplemental indenture to the Indenture providing for
            a Guarantee of payment of the Notes by such Restricted Subsidiary;
            and

                        (ii) such Restricted Subsidiary waives and will not in
            any manner whatsoever claim or take the benefit or advantage of, any
            rights of reimbursement, indemnity or subrogation or any other
            rights against the Company or any other Restricted Subsidiary as a
            result of any payment by such Restricted Subsidiary under its Note
            Guarantee;

provided that this paragraph shall not be applicable to any Guarantee of any
Restricted Subsidiary that existed at the time such Person became a Restricted
Subsidiary and was not Incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary. If the Subordinate Guaranteed
Indebtedness is (A) pari passu with the Notes or the Note Guarantees, then the
Guarantee of such Subordinate Guaranteed Indebtedness shall be pari passu with,
or subordinated to, such Restricted Subsidiary's Note Guarantee or (B)
subordinated to the Notes or the Note Guarantees, then the Guarantee of such
Subordinate Guarantee Indebtedness shall be subordinated to such Restricted
Subsidiary's Note Guarantee at least to the extent that the Subordinate
Guaranteed Indebtedness is subordinated to the Notes or Note Guarantees.

            SECTION 4.08. Limitation on Transactions with Stockholders and
Affiliates. The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, enter into, renew or extend any
transaction (including, without limitation, the purchase, sale, lease or
exchange of property or assets, or the rendering of any service) with any
Affiliate of the Company or any Restricted Subsidiary, except upon fair and
reasonable terms no less favorable to the Company or such Restricted Subsidiary
than could be obtained, at the time of such transaction or, if such transaction
is pursuant to a written agreement, at the time of the execution of the
agreement providing therefor, in a comparable arm's-length transaction with a
Person that is not such a holder or an Affiliate.

            The foregoing limitation does not limit, and shall not apply to:

                        (i) transactions (A) approved by a majority of the
            disinterested members of the Board of Directors or (B) for which the
            Company or a Restricted Subsidiary delivers to the Trustee a written
            opinion of a nationally recognized investment banking firm stating
            that the transaction is fair to the Company or such Restricted
            Subsidiary from a financial point of view;

                        (ii) any transaction solely between the Company and any
            of its Restricted Subsidiaries or solely between Restricted
            Subsidiaries;

                        (iii) the payment of reasonable and customary regular
            fees, expenses, compensation and indemnities to directors, officers,
            employees or consultants of the Company or any of its Restricted
            Subsidiaries, including ordinary course loans and advances;


<PAGE>   59
                                       52

                        (iv) any payments or other transactions pursuant to any
            tax-sharing agreement between the Company and any other Person with
            which the Company files a consolidated tax return or with which the
            Company is part of a consolidated group for tax purposes;

                        (v) any issuance or sale of shares of Capital Stock
            (other than Disqualified Stock) of the Company;

                        (vi) any Restricted Payments not prohibited by Section
            4.04 or any transactions permitted by Sections 4.03, 4.10 and 5.01;

                        (vii) the payment of management and other similar fees
            to Doughty Hanson or any of its Affiliates in an aggregate amount
            not to exceed $2 million in any calendar year;

                        (viii) transactions contemplated by employment
            agreements approved by the Board of Directors of the Company; or

                        (ix) any transaction contemplated by an employee stock
            option or similar incentive equity plan approved by the Board of
            Directors of the Company.

Notwithstanding the foregoing, any transaction or series of related transactions
covered by the first paragraph of this Section 4.08 and not covered by clauses
(ii) through (ix) of this paragraph, (a) the aggregate amount of which exceeds
$5 million in value, must be approved or determined to be fair in the manner
provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which
exceeds $10 million in value, must be determined to be fair in the manner
provided for in clause (i)(B) above.

            SECTION 4.09. Limitation on Liens. The Company shall not Incur and
shall not permit any Subsidiary Guarantor to Incur, any Indebtedness secured by
a Lien ("Secured Indebtedness") which is not Senior Indebtedness unless
contemporaneously therewith effective provision is made to secure the Notes if
such Indebtedness is issued by the Company or the Note Guarantee issued by the
Subsidiary Guarantor if such Indebtedness is issued by such Subsidiary Guarantor
equally and ratably with (or, if the Secured Indebtedness is subordinated in
right of payment to the Notes and the Note Guarantees, prior to) such Secured
Indebtedness for so long as such Secured Indebtedness is secured by a Lien.

            SECTION 4.10. Limitation on Asset Sales. The Company shall not, and
shall not permit any Restricted Subsidiary to, consummate any Asset Sale,
unless:

                        (i) the consideration received by the Company or such
            Restricted Subsidiary is at least equal to the fair market value of
            the assets sold or disposed of; and

                        (ii) at least 75% of the consideration received consists
            of:

<PAGE>   60
                                       53

            (A) Replacement Assets (as defined in clause (i)(B) below); or

            (B) cash or Temporary Cash Investments, provided that the amount of:

                                    (a) any liabilities (as shown on the
                        Company's or such Restricted Subsidiary's most recent
                        balance sheet) of the Company or any such Restricted
                        Subsidiary that are assumed by the transferee of any
                        such assets, provided that the Company or such
                        Restricted Subsidiary is irrevocably and unconditionally
                        released in writing from all such liabilities, or

                                    (b) any notes or other obligations received
                        by the Company or any such Restricted Subsidiary from
                        such transferee that are converted within 120 days by
                        the Company or such Restricted Subsidiary into cash (to
                        the extent of the cash received),

            shall be deemed to be cash for the purposes of determining the
            percentage of cash or Temporary Cash Investments received by the
            Company or such Restricted Subsidiary.

            In the event and to the extent that the Net Cash Proceeds received
by the Company or any of its Restricted Subsidiaries from one or more Asset
Sales occurring on or after the Issue Date in any period of 385 days exceed the
greater of (A) $10 million or (B) 10% of Adjusted Consolidated Net Tangible
Assets (determined as of the date closest to the commencement of such 385 day
period for which a consolidated balance sheet of the Company and its
Subsidiaries has been filed with the Commission or provided to the Trustee),
then the Company shall or shall cause the relevant Restricted Subsidiary to:

                        (i) within 385 days after the date Net Cash Proceeds so
            received exceed the greater of $10 million or 10% of Adjusted
            Consolidated Net Tangible Assets

                                    (A) apply an amount equal to such excess Net
                        Cash Proceeds to permanently repay Senior Indebtedness
                        of the Company or any Restricted Subsidiary, in each
                        case owing to a Person other than the Company or any of
                        its Restricted Subsidiaries; or

                                    (B) invest an equal amount, or the amount
                        not so applied pursuant to clause (A) (or enter into a
                        definitive agreement committing to so invest within 385
                        days after the date of such agreement), in property or
                        assets (other than current assets) of a nature or type
                        or that are used in a business (or in a company having
                        property and assets of a nature or type, or engaged in a
                        business) similar or related to the nature or type of
                        the property and assets of, or the business of, the
                        Company and its Restricted Subsidiaries existing on the
                        date of such investment ("Replacement Assets"); and

<PAGE>   61
                                       54


                        (ii) apply (following the end of the 385 days referred
            to in clause (i)) such excess Net Cash Proceeds (to the extent not
            applied pursuant to clause (i)) as provided in the following
            paragraph of this Section 4.10.

The amount of such excess Net Cash Proceeds required to be applied (or to be
committed to be applied) during such 385 days as set forth in clause (i) of the
preceding sentence and not applied as so required by the end of such period
shall constitute "Excess Proceeds."

            If, as of the first day of any calendar month, the aggregate amount
of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to
this Section 4.10 totals at least $10 million, the Company must commence, not
later than the fifteenth Business Day of such month, and consummate an Offer to
Purchase from the Holders (and if required by the terms of any Indebtedness that
is pari passu with the Notes ("pari passu Indebtedness"), from the holders of
such pari passu Indebtedness) on a pro rata basis an aggregate principal amount
of Notes (and pari passu Indebtedness) equal to the Excess Proceeds on such
date, at a purchase price equal to 100% of the principal amount thereof, plus,
in each case, accrued interest (if any) to the Payment Date. To the extent that
any Excess Proceeds remain after consummation of an Offer to Purchase, the
Company or such Restricted Subsidiary may use such Excess Proceeds for any
purpose not otherwise prohibited by the Indenture, and the amount of Excess
Proceeds shall be reset at zero.

            SECTION 4.11. Repurchase of Notes upon a Change of Control. The
Company shall commence, within 30 days of the occurrence of a Change of Control,
and consummate an Offer to Purchase for all Notes then outstanding, at a
purchase price equal to 101% of the principal amount thereof, plus accrued
interest, if any, to the Payment Date.

            SECTION 4.12. Existence. Subject to Articles Four and Five of this
Indenture, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of the Company and each Restricted Subsidiary and the
rights (whether pursuant to charter, partnership certificate, agreement, statute
or otherwise), licenses and franchises of the Company and each Restricted
Subsidiary; provided that the Company shall not be required to preserve any such
right, license or franchise, or the existence of any Restricted Subsidiary, if
the maintenance or preservation thereof is no longer desirable in the conduct of
the business of the Company and its Restricted Subsidiaries taken as a whole.

            SECTION 4.13. Payment of Taxes and Other Claims. The Company will
pay or discharge and shall cause each of its Restricted Subsidiaries to pay or
discharge, or cause to be paid or discharged, before the same shall become
delinquent (i) all material taxes, assessments and governmental charges levied
or imposed upon (a) the Company or any such Restricted Subsidiary, (b) the
income or profits of any such Restricted Subsidiary which is a corporation or
(c) the property of the Company or any such Restricted Subsidiary and (ii) all
material lawful claims for labor, materials and supplies that, if unpaid, might
by law become a lien upon the property of the Company or any such Restricted
Subsidiary; provided that the Company shall not be required to pay or


<PAGE>   62
                                       55


discharge, or cause to be paid or discharged, any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate reserves have been
established.

            SECTION 4.14. Maintenance of Properties and Insurance. The Company
will cause all properties used or useful in the conduct of its business or the
business of any of its Restricted 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 that nothing in
this Section 4.14 shall prevent the Company or any Restricted Subsidiary from
discontinuing the use, operation or maintenance of any of such properties or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Company, desirable in the conduct of the business of the Company or such
Restricted Subsidiary.

            The Company will provide or cause to be provided, for itself and its
Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties, including, but not limited to,
products liability insurance and public liability insurance, with reputable
insurers or with the government of the United States of America, or an agency or
instrumentality thereof, in such amounts, with such deductibles and by such
methods as shall be customary for corporations similarly situated in the
industry in which the Company or any such Restricted Subsidiary, as the case may
be, is then conducting business.

            SECTION 4.15. Notice of Defaults. In the event that any Officer
becomes aware of any Default or Event of Default, the Company shall promptly
deliver to the Trustee an Officers' Certificate specifying such Default or Event
of Default.

            Continue SECTION 4.16. Compliance Certificates. The Company shall
deliver to the Trustee, within 45 days after the end of each fiscal quarter (90
days after the end of each fiscal year), an Officers' Certificate stating
whether or not the signers know of any Default or Event of Default that occurred
during such fiscal year and containing a certification from the principal
executive officer, principal financial officer or principal accounting officer
of the Company that a review has been conducted of the activities of the Company
and its Restricted Subsidiaries and the Company's and its Restricted
Subsidiaries' performance under this Indenture and that the Company has complied
with all conditions and covenants under this Indenture. For purposes of this
Section 4.16, such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture. If any of the
officers of the Company signing such certificate has knowledge of such a Default
or Event of Default, the certificate shall describe any such Default or Event of
Default and its status. The first certificate to be delivered pursuant to this
Section 4.16(a) shall be for the fiscal year ending December 31, 1999.


<PAGE>   63
                                       56


            SECTION 4.17. Commission Reports and Reports to Holders. At all
times from and after the earlier of (i) the date of the commencement of a
registered exchange offer for the Notes by the Company or the effectiveness of
the Shelf Registration Statement pursuant to and in accordance with the terms of
the Registration Rights Agreement (the "Registration") and (ii) the date that is
210 days after the Issue Date, in either case, whether or not the Company is
then required to file reports with the Commission, but only if then permitted by
the Commission the Company shall file with the Commission all such reports and
other information as it would be required to file with the Commission by
Sections 13(a) or 15(d) under the Exchange Act if it were subject thereto. The
Company shall supply the Trustee and each Holder or shall supply to the Trustee
for forwarding to each such Holder, without cost to such Holder, copies of such
reports and other information within 15 days after the date it would have been
required to file such reports or other information with the Commission had it
been subject to such Sections. In addition, at all times prior to the earlier of
the date of the Registration and the date that is 210 days after the Issue Date,
the Company shall, at its costs, deliver to each Holder of the Notes quarterly
and annual reports substantially equivalent to those which would be required by
the Exchange Act. In addition, at all times prior to the Registration, upon the
request of any Holder or any prospective purchaser of the Notes designated by a
Holder, the Company shall supply to such Holder or such prospective purchaser
the information required under Rule 144A under the Securities Act. The Company
also shall comply with the other provisions of TIA Section 314(a).

            SECTION 4.18. Waiver of Stay, Extension or Usury 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 or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

            SECTION 4.19. Limitation on Senior Subordinated Indebtedness. The
Company shall not incur, and shall not permit nor any Subsidiary Guarantor to
Incur, any Indebtedness that is subordinate in right of payment to any Senior
Indebtedness of such Person unless such Indebtedness is pari passu with, or
subordinated in right of payment to, the Notes or the Note Guarantee of such
Subsidiary Guarantor, as the case may be; provided that the foregoing limitation
shall not apply to distinctions between categories of Senior Indebtedness of the
Company or any Subsidiary Guarantor that exist by reason of any Liens or
Guarantees arising or created in respect of some but not all such Senior
Indebtedness.

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

<PAGE>   64
                                       57


            SECTION 5.01. Consolidation, Merger and Sale of Assets. The Company
shall not consolidate with, merge with or into, or sell, convey, transfer, lease
or otherwise dispose of all or substantially all of its property and assets (as
an entirety or substantially an entirety in one transaction or a series of
related transactions) to, any Person (other than a Restricted Subsidiary) or
permit any Person (other than a Restricted Subsidiary) to merge with or into the
Company unless:

                        (i) the Company shall be the continuing Person, or the
            Person (if other than the Company) formed by such consolidation or
            into which the Company is merged or that acquired or leased such
            property and assets of the Company shall be a corporation organized
            and validly existing under the laws of the United States of America
            or any jurisdiction thereof and shall expressly assume, by a
            supplemental indenture, executed and delivered to the Trustee, all
            of the obligations of the Company on all of the Notes and under the
            Indenture;

                        (ii) immediately after giving effect to such
            transaction, no Default or Event of Default shall have occurred and
            be continuing;

                        (iii) immediately after giving effect to such
            transaction on a pro forma basis the Company, or any Person becoming
            the successor obligor to the Notes, as the case may be, could Incur
            at least $1.00 of Indebtedness under the first paragraph of Section
            4.03; provided that this clause (iii) shall not apply to a
            consolidation, merger or sale of all (but not less than all) of the
            assets of the Company if all Liens and Indebtedness of the Company
            or any Person becoming the successor obligor on the Notes, as the
            case may be, and its Restricted Subsidiaries outstanding immediately
            after such transaction would, if Incurred at such time, have been
            permitted to be Incurred (and all such Liens and Indebtedness, other
            than Liens and Indebtedness of the Company and its Restricted
            Subsidiaries outstanding immediately prior to the transaction, shall
            be deemed to have been Incurred) for all purposes of the Indenture;

                        (iv) the Company delivers to the Trustee an Officers'
            Certificate (attaching the arithmetic computations to demonstrate
            compliance with clause (iii)) and an Opinion of Counsel, in each
            case stating that such consolidation, merger or transfer and such
            supplemental indenture complies with this provision and that all
            conditions precedent provided for herein relating to such
            transaction have been complied with; and

                        (v) each Subsidiary Guarantor, unless such Guarantor is
            the Person with which the Company has entered into a transaction
            under this Section 5.01, shall have, by executing an amendment to
            the Indenture, confirmed that its Note Guarantee shall apply to the
            obligations of the surviving entity in accordance with the terms of
            the Indenture;

<PAGE>   65
                                       58


provided, however, that clause (iii) above does not apply if, in the good faith
determination of the Board of Directors of the Company, whose determination
shall be evidenced by a Board Resolution, the principal purpose of such
transaction is to change the state of incorporation of the Company and any such
transaction shall not have as one of its purposes the evasion of the foregoing
limitations.

            SECTION 5.02. Successor Substituted. Upon any consolidation or
merger, or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
Section 5.01 of this Indenture, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
conveyance, transfer, lease or other disposition 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 in such event, the Company shall be released from all
of its obligations on the Notes and under the Indenture; provided that the
Company shall not be released from such obligations in the case of a lease of
all or substantially all of its property and assets.

                                   ARTICLE SIX
                              DEFAULT AND REMEDIES

            SECTION 6.01. Events of Default. Any of the following events shall
constitute an "Event of Default" hereunder:

            (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise whether or not such payment is prohibited by the
provisions of Article Ten;

            (b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30
consecutive days whether or not such payment is prohibited by the provisions
described of Article Ten;

            (c) default in the performance or breach of the provisions of
Section 5.01 or the failure to make or consummate an Offer to Purchase in
accordance with Section 4.10 or Section 4.11;

            (d) the Company defaults in the performance of or breaches any other
covenant or agreement of the Company in the Indenture or under the Notes (other
than a default specified in clause (a), (b) or (c) above) and such default or
breach continues for a period of 30 consecutive days after written notice by the
Trustee or the Holders of 25% or more in aggregate principal amount of the
Notes;

<PAGE>   66
                                       59


            (e) there occurs with respect to any issue or issues of Indebtedness
of the Company or any Significant Subsidiary having an outstanding principal
amount of $15 million or more in the aggregate for all such Persons, whether
such Indebtedness now exists or shall hereafter be created, (I) an event of
default that has caused the holder thereof to declare such Indebtedness to be
due and payable prior to its Stated Maturity and such Indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such acceleration and/or (II) the failure to make a principal
payment at the final (but not any interim) fixed maturity and such defaulted
payment shall not have been made, waived or extended within 30 days of such
payment default;

            (f) any final judgment or order (not covered by insurance or subject
to an indemnity) for the payment of money in excess of $15 million in the
aggregate for all such final judgments or orders against all such Persons
(treating any deductibles, self-insurance or retention as not so covered) shall
be rendered against the Company or any Significant Subsidiary and shall not be
paid or discharged, and there shall be any period of 30 consecutive days
following entry of the final judgment or order that causes the aggregate amount
for all such final judgments or orders outstanding and not paid or discharged
against all such Persons to exceed $15 million during which a stay of
enforcement of such final judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect;

            (g) a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Company or any Significant Subsidiary in
an involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, (B) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company or
any Significant Subsidiary or for all or substantially all of the property and
assets of the Company or any Significant Subsidiary or (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary and, in
each case, such decree or order shall remain unstayed and in effect for a period
of 30 consecutive days;

            (h) the Company or any Significant Subsidiary (A) commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under any such law, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (C) effects any general assignment for the benefit of
creditors; or

            (i) except as permitted by the Indenture, any Note Guarantee by a
Subsidiary Guarantor ceases to be in full force and effect or any Subsidiary
Guarantor repudiates its obligations under its Note Guarantee.


<PAGE>   67
                                       60


            SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with
respect to the Company) occurs and is continuing under this Indenture, the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding, by written notice to the Company (and to the Trustee if
such notice is given by the Holders), may, and the Trustee at the request of
such Holders shall, declare the principal of, premium, if any, and accrued
interest on the Notes to be immediately due and payable. Upon a declaration of
acceleration, such principal, premium, if any, and accrued interest shall be
immediately due and payable. In the event of a declaration of acceleration
because an Event of Default set forth in clause (e) of Section 6.01 has occurred
and is continuing, such declaration of acceleration shall be automatically
rescinded and annulled if the event of default triggering such Event of Default
pursuant to clause (e) shall be remedied or cured by the Company or the relevant
Significant Subsidiary or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect thereto. If an
Event of Default specified in clause (g) or (h) of Section 6.01 occurs with
respect to the Company, the principal of, premium, if any, and accrued interest
on the Notes then outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

            Notwithstanding the foregoing, for so long as any Designated Senior
Indebtedness is outstanding, no declaration of acceleration shall be effective
until five business days after the agent or other representative for the holders
of the Designated Senior Indebtedness receives notice of such acceleration and
thereafter payment may be made only if and to the extent that the subordination
provisions described above permit such payment.

            At any time after such declaration of acceleration, but before a
judgment or decree for the payment of the money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may waive
all past Defaults and rescind and annul a declaration of acceleration and its
consequences if (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, (ii) all overdue interest on all Notes, (iii) the
principal of and premium, if any, on any Notes that have become due otherwise
than by such declaration or occurrence of acceleration and interest thereon at
the rate prescribed therefor by such Notes, and (iv) to the extent that payment
of such interest is lawful, interest upon overdue interest, if any, at the rate
prescribed therefor by such Notes, (b) all existing Events of Default, other
than the non-payment of the principal of, premium, if any, and accrued interest
on the Notes that have become due solely by such declaration of acceleration,
have been cured or waived and (c) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.

            SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may, and at the direction of the Holders of at least a
majority in principal amount of the outstanding Notes shall, subject to Section
7.02(iv), pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of, premium, if any, or interest on the Notes
or to enforce the performance of any provision of the Notes or this Indenture.

<PAGE>   68
                                       61


            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding.

            SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.02,
6.07 and 9.02, the Holders of at least a majority in principal amount of the
outstanding Notes, by notice to the Trustee, may waive an existing Default or
Event of Default and its consequences, except a Default in the payment of
principal of, premium, if any, or interest on any Note as specified in clause
(a) or (b) of Section 6.01 or in respect of a covenant or provision of this
Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Note affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.

            SECTION 6.05. Control by Majority. The Holders of at least a
majority in aggregate principal amount of the outstanding Notes may 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. However,
that the Trustee may refuse to follow any direction that conflicts with law or
this Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes not joining in the giving of such direction; and provided
further that the Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of Notes.

            SECTION 6.06. Limitation on Suits. A Holder may not institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

                        (ii) the Holders of at least 25% in aggregate principal
            amount of outstanding Notes shall have made a written request to the
            Trustee to pursue such remedy;

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

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

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


<PAGE>   69
                                       62


            For purposes of Section 6.05 of this Indenture and this Section
6.06, the Trustee shall comply with TIA Section 316(a) in making any
determination of whether the Holders of the required aggregate principal amount
of outstanding Notes have concurred in any request or direction of the Trustee
to pursue any remedy available to the Trustee or the Holders with respect to
this Indenture or the Notes or otherwise under the law.

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

            SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of the principal of, premium, if any, or interest on, such Note
or to bring suit for the enforcement of any such payment, on or after the due
date expressed in the Notes, shall not be impaired or affected without the
consent of such Holder.

            SECTION 6.08. Collection Suit by Trustee. If an Event of Default in
payment of principal, premium or interest specified in clause (a), (b) or (c) of
Section 6.01 occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor of the Notes for the whole amount of principal, premium, if any, and
accrued interest remaining unpaid, together with interest on overdue principal,
premium, if any, and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate specified
in the Notes, and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

            SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07) and the Holders allowed in any judicial proceedings relative to
the Company (or any other obligor of the Notes), its creditors or its property
and shall be entitled and empowered to collect and receive any monies,
securities or other property payable or deliverable upon conversion or exchange
of the Notes or upon any such claims and to distribute the same, 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 to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing herein contained shall be
deemed to empower the Trustee to authorize or consent to, or accept or adopt on
behalf of any Holder, any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


<PAGE>   70
                                       63


            SECTION 6.10. Priorities. If the Trustee collects any money pursuant
to this Article Six, it shall pay out the money in the following order:

                        First: to the Trustee for all amounts due under
            Section 7.07;

                        Second: to the holders of Senior Indebtedness, and as to
            the extent required by Article Ten;

                        Third: to Holders for amounts then due and unpaid for
            principal of, premium, if any, and interest on the Notes 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 Notes for principal, premium, if
            any, and interest, respectively; and

                        Fourth: to the Company or any other obligors of the
            Notes, as their interests may appear, or as a court of competent
            jurisdiction may direct.

            The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Holders pursuant to this Section
6.10.

            SECTION 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of the suit, and
the court may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07, or a suit by Holders of more than 10% in principal amount of the
outstanding Notes.

            SECTION 6.12. 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 Company, Trustee and the Holders shall continue as though no
such proceeding had been instituted.

            SECTION 6.13. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in Section 2.09, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment

<PAGE>   71
                                       64


of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

            SECTION 6.14. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder 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 Six 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.

                                  ARTICLE SEVEN
                                     TRUSTEE

            SECTION 7.01. Duties of Trustee. (a) The duties and responsibilities
of the Trustee shall be as provided by the TIA and as set forth herein and no
implied covenants or obligations shall be read into this Indenture against the
Trustee. Notwithstanding the foregoing, 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. Whether or not herein 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 Article Seven.

                        (b) If a Default or an Event of Default has occurred and
is continuing, the Trustee shall exercise 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 Manager would exercise or use under the circumstances in the conduct of
his own affairs.

                        (c) Except during the continuance of a Default or an
Event of Default:

                        (i) 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

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

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

                        (i) this paragraph, does not limit the effect of
paragraph (b) of this Section 7.01;


<PAGE>   72
                                       65


                        (ii) the Trustee shall not be liable for any error of
judgement made in good faith by a Trust Officer unless it is provide that the
Trustee was negligent in ascertaining the pertinent facts; and

                        (iii) the Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.02, 6.03, 6.04 or 6.05.

                        (e) the Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.

                        (f) Money held in trust by the Trustee need not be
segregated from other funds except required by law.

            SECTION 7.02. Certain Rights of Trustee. Subject to TIA Sections
315(a) through (d):

                        (i) the Trustee may conclusively 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
            person;

                        (ii) before the Trustee acts or refrains from acting, it
            may require an Officers' Certificate or an Opinion of Counsel, which
            shall conform to Section 12.04. The Trustee shall not be liable for
            any action it takes or omits to take in good faith in reliance on
            such certificate or opinion;

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

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

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

                        (vi) 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; and

<PAGE>   73
                                       66


                        (vii) 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 at
            the sole cast of the Company ad shall incur no liability or
            additional liability of any kind by reason of inquiry or
            investigation.

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

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

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

            SECTION 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to TIA Sections 310(b) and 311.

            SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company's use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

            SECTION 7.05. Notice of Default. If any Default or any Event of
Default occurs and is continuing and if such Default or Event of Default is
known to the Trustee, the Trustee shall mail to each Holder in the manner and to
the extent provided in TIA Section 313(c) notice of the Default or Event of
Default within 90 days after it occurs, unless such Default or Event of Default
has been cured; provided, however, that, except in the case of a default in the
payment of the principal of, premium, if any, or interest on any Note, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors


<PAGE>   74
                                       67


and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders.

            SECTION 7.06. Reports by Trustee to Holders. Within 60 days after
each May 15, beginning with May 15, 2000, the Trustee shall mail to each Holder
as provided in TIA Section 313(c) a brief report dated as of such May 15, if
required by TIA Section 313(a).

            A copy of each report at the time of its mailing to the Holders of
Securities shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Securities are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Securities are
listed on any stock exchange or of any delisting thereof.

            SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee such compensation as shall be agreed upon in writing for its
services hereunder. The compensation of the Trustee shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable disbursements, expenses
and advances incurred or made by the Trustee without negligence or bad faith on
its part. Such expenses shall include the reasonable compensation and expenses
of the Trustee's agents and counsel.

            The Company shall indemnify the Trustee, and any predecessor Trustee
and their agents, for, and hold it harmless against, any loss or liability or
expense incurred by it without negligence or bad faith on its part in connection
with the acceptance or administration of this Indenture and its duties under
this Indenture and the Notes, including the costs and expenses of defending
itself against any claim or liability and of complying with any process served
upon it or any of its officers in connection with the exercise or performance of
any of its powers or duties under this Indenture and the Notes. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder, unless the Company is materially prejudiced thereby.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. Unless otherwise set forth herein, the Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.

            To secure the Company's payment obligations in this Section 7.07,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay principal of, premium, if any, and interest on
particular Notes.

            If the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in clause (g) or (h) of Section
6.01, the expenses and the compensation for the services will be intended to
constitute expenses of administration under Title 11 of the United States
Bankruptcy Code or any applicable federal or state law for the relief of
debtors.

<PAGE>   75
                                       68


            The provisions of this Section 7.07 shall survive removal as
assignment of the Trustee and the termination of this Indenture.

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

            SECTION 7.08. Replacement of Trustee. A resignation or removal of
the Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08.

            The Trustee may resign at any time by so notifying the Company in
writing at least 30 days prior to the date of the proposed resignation. The
Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by so notifying the Trustee in writing and may appoint a successor
Trustee with the consent of the Company. The Company may remove the Trustee if:
(i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is
adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer
takes charge of the Trustee or its property; or (iv) the Trustee becomes
incapable of acting.

            If the Trustee resigns or is removed, or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company. If
the successor Trustee does not deliver its written acceptance required by the
next succeeding paragraph of this Section 7.08 within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in principal amount of the outstanding Notes may, at the expense
of the Company, petition any court of competent jurisdiction for the appointment
of a successor Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after the
delivery of such written acceptance, subject to the lien provided in Section
7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee shall have all
the rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Holder. 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.

            If the Trustee is no longer eligible under Section 7.10 or shall
fail to comply with TIA Section 310(b), any Holder who satisfies the
requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.08, the Trustee shall resign immediately
in the manner and with the effect provided in this Section.

<PAGE>   76
                                       69


            The Company shall give notice of any resignation and any removal of
the Trustee and each appointment of a successor Trustee to all Holders. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

            Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligation under Section 7.07 shall continue for the benefit
of the retiring Trustee.

            SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein, provided such corporation shall be otherwise qualified and eligible
under this Article.

            SECTION 7.10. Eligibility. This Indenture shall always have a
Trustee who satisfies the requirements of TIA Section 310(a)(1). The Trustee
shall have a combined capital and surplus of at least $25 million as set forth
in its most recent published annual report of condition that is subject to the
requirements of applicable Federal or state supervising or examining authority.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in this Article. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

            SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

            SECTION 7.12. Money Held in Trust. The Trustee shall not be liable
for interest on any money received by it except as the Trustee may agree with
the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law and except for money held in
trust under Article Eight of this Indenture.

                                  ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

            SECTION 8.01. Termination of Company's Obligations. Except as
otherwise provided in this Section 8.01, the Company may terminate its
obligations and the obligations of the Subsidiary Guarantors under the Notes and
this Indenture if:

<PAGE>   77
                                       70


                        (i) all Notes previously authenticated and delivered
            (other than destroyed, lost or stolen Notes that have been replaced
            or Notes that are paid pursuant to Section 4.01 or Notes for whose
            payment money or securities have theretofore been held in trust and
            thereafter repaid to the Company, as provided in Section 8.05) have
            been delivered to the Trustee for cancellation and the Company has
            paid all sums payable by it hereunder; or

                        (ii) (A) the Notes mature within one year or all of them
            are to be called for redemption within one year under arrangements
            satisfactory to the Trustee for giving the notice of redemption, (B)
            the Company irrevocably deposits in trust with the Trustee during
            such one-year period, under the terms of an irrevocable trust
            agreement in form and substance satisfactory to the Trustee, as
            trust funds solely for the benefit of the Holders for that purpose,
            money or U.S. Government Obligations sufficient (in the opinion of a
            nationally recognized firm of independent public accountants
            expressed in a written certification thereof delivered to the
            Trustee), without consideration of any reinvestment of any interest
            thereon, to pay principal, premium, if, any, and interest on the
            Notes to maturity or redemption, as the case may be, and to pay all
            other sums payable by it hereunder, (C) no Default or Event of
            Default with respect to the Notes shall have occurred and be
            continuing on the date of such deposit, (D) such deposit will not
            result in a breach or violation of, or constitute a default under,
            any other agreement or instrument to which the Company is a party or
            by which it is bound and (E) the Company has delivered to the
            Trustee an Officers' Certificate and an Opinion of Counsel, in each
            case stating that all conditions precedent provided for herein
            relating to the satisfaction and discharge of this Indenture have
            been complied with.

            With respect to the foregoing clause (i), the Company's obligations
under Section 7.07 shall survive. With respect to the foregoing clause (ii), the
Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 shall survive until the Notes
are no longer outstanding. Thereafter, only the Company's obligations in
Sections 7.07 and 8.06 and Article Ten (with respect to payments in respect of
Senior Subordinated Indebtedness other than with the assets held in trust as
described in clause (ii) above) shall survive. After any such irrevocable
deposit, the Trustee upon request shall acknowledge in writing the discharge of
the Company's obligations under the Notes and this Indenture except for those
surviving obligations specified above.

            SECTION 8.02. Defeasance and Discharge of Indenture. The Company
will be deemed to have paid, and the Company and the Subsidiary Guarantors will
be discharged from any and all obligations in respect of the Notes and this
Indenture on the 123rd day after the date of the deposit referred to in clause
(A) of this Section 8.02, and the provisions of this Indenture will no longer be
in effect with respect to the Notes, and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same if:

<PAGE>   78
                                       71


                        (A) with reference to this Section 8.02, the Company has
            irrevocably deposited or caused to be irrevocably deposited with the
            Trustee (or another trustee satisfying the requirements of Section
            7.10) and conveyed all right, title and interest to the Trustee for
            the benefit of the Holders, under the terms of an irrevocable trust
            agreement in form and substance satisfactory to the Trustee as trust
            funds in trust, specifically pledged to the Trustee for the benefit
            of the Holders as security for payment of the principal of, premium,
            if any, and interest, if any, on the Notes, and dedicated solely to,
            the benefit of the Holders, in and to (1) money in an amount, (2)
            U.S. Government Obligations that, through the payment of interest,
            premium, if any, and principal in respect thereof in accordance with
            their terms, will provide, not later than one day before the due
            date of any payment referred to in this clause (A), money in an
            amount or (3) a combination thereof in an amount sufficient, in the
            opinion of a nationally recognized firm of independent public
            accountants expressed in a written certification thereof delivered
            to the Trustee, to pay and discharge, without consideration of the
            reinvestment of such interest and after payment of all federal,
            state and local taxes or other charges and assessments in respect
            thereof payable by the Trustee, the principal of, premium, if any,
            and interest on the outstanding Notes on the Stated Maturity of such
            principal or interest; provided that the Trustee shall have been
            irrevocably instructed to apply such money or the proceeds of such
            U.S. Government Obligations to the payment of such principal,
            premium, if any, and interest with respect to the Notes;

                        (B) the Company has delivered to the Trustee (1) either
            (x) an Opinion of Counsel to the effect that Holders will not
            recognize income, gain or loss for federal income tax purposes as a
            result of the Company's exercise of its option under this Section
            8.02 and will be subject to federal income tax on the same amount
            and in the same manner and at the same times as would have been the
            case if such option had not been exercised, which Opinion of Counsel
            shall be based upon (and accompanied by a copy of) a ruling of the
            Internal Revenue Service to the same effect unless there has been a
            change in applicable federal income tax law after the Issue Date
            such that a ruling is no longer required or (y) a ruling directed to
            the Trustee received from the Internal Revenue Service to the same
            effect as the aforementioned Opinion of Counsel and (2) an Opinion
            of Counsel to the effect that the creation of the defeasance trust
            does not violate the Investment Company Act of 1940 and that after
            the passage of 123 days following the deposit (except, with respect
            to any trust funds for the account of any Holder who may be deemed
            to be an "insider" for purposes of the United States Bankruptcy
            Code, after one year following the deposit), the trust funds will
            not be subject to the effect of Section 547 of the United States
            Bankruptcy Code or Section 15 of the New York Debtor and Creditor
            Law in a case commenced by or against the Company under either such
            statute, and either (I) the trust funds will no longer remain the
            property of the Company (and therefore will not be subject to the
            effect of any applicable bankruptcy, insolvency, reorganization or
            similar laws affecting creditors' rights generally) or (II) if a
            court were to rule under any such law in any case or proceeding that
            the trust funds remained property of the Company, (a) assuming such
            trust funds remained in the possession of the Trustee prior to such
            court ruling to the extent not paid to the Holders, the Trustee will
            hold, for the benefit of the Holders, a valid and perfected security
            interest in such trust funds


<PAGE>   79
                                       72


            that is not avoidable in bankruptcy or otherwise except for the
            effect of Section 552(b) of the United States Bankruptcy Code on
            interest on the trust funds accruing after the commencement of a
            case under such statute and (b) the Holders will be entitled to
            receive adequate protection of their interests in such trust funds
            if such trust funds are used in such case or proceeding;

                        (C) immediately after giving effect to such deposit, on
            a pro forma basis, no Default or Event of Default shall have
            occurred and be continuing on the date of such deposit or during the
            period ending on the 123rd day after such date of such deposit, and
            such deposit shall not result in a breach or violation of, or
            constitute a default under any other agreement or instrument to
            which the Company or any of its Subsidiaries is a party or by which
            the Company or any of its Subsidiaries is bound and is permitted by
            Article Ten;

                        (D) if the Notes are then listed on a national
            securities exchange, the Company has delivered to the Trustee an
            Opinion of Counsel to the effect that the Notes will not be delisted
            as a result of such deposit, defeasance and discharge; and

                        (E) the Company has delivered to the Trustee an
            Officers' Certificate and an Opinion of Counsel, in each case
            stating that all conditions precedent provided for herein relating
            to the defeasance contemplated by this Section 8.02 have been
            complied with.

            Notwithstanding the foregoing, prior to the end of the 123-day (or
one year) period referred to in clause (B)(2) of this Section 8.02, none of the
Company's obligations under this Indenture shall be discharged. Subsequent to
the end of such 123-day (or one year) period with respect to this Section 8.02,
the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 2.14, 4.01, 4.02, 8.05, 8.06 and the rights, powers, trusts, duties and
immunities of the Trustee hereunder and Article Ten (with respect to payments in
respect of the Notes other than with the assets held in trust as described in
this Section 8.02) shall survive until the Notes are no longer outstanding.
Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06
shall survive. If and when a ruling from the Internal Revenue Service or an
Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 is able to
be provided specifically without regard to, and not in reliance upon, the
continuance of the Company's obligations under Section 4.01, then the Company's
obligations under such Section 4.01 shall cease upon delivery to the Trustee of
such ruling or Opinion of Counsel and compliance with the other conditions
precedent provided for herein relating to the defeasance contemplated by this
Section 8.02.

            After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Notes and this Indenture except for those surviving obligations in the
immediately preceding paragraph.

            SECTION 8.03. Defeasance of Certain Obligations. The Company may
omit to comply with any term, provision or condition set forth in clause (iii)
of Section 5.01 and Sections 4.03 through 4.10, 4.19 and clause (c) of Section
6.01 with respect to clause (iii) of Section 5.01, clause

<PAGE>   80
                                       73


(d) of Section 6.01 with respect to Sections 4.03 through 4.10, 4.19 and clauses
(e) and (f) of Section 6.01 shall be deemed not to be Events of Default and
Article Ten shall not apply to the money and/or U.S. Government Obligations held
by the trust referred to in clause (i) below, in each case with respect to the
outstanding Notes if:

                        (i) with reference to this Section 8.03, the Company has
            irrevocably deposited or caused to be irrevocably deposited with the
            Trustee (or another trustee satisfying the requirements of Section
            7.10) and conveyed all right, title and interest to the Trustee for
            the benefit of the Holders, under the terms of an irrevocable trust
            agreement in form and substance satisfactory to the Trustee as trust
            funds in trust, specifically pledged to the Trustee for the benefit
            of the Holders as security for payment of the principal of, premium,
            if any, and interest, if any, on the Notes, and dedicated solely to,
            the benefit of the Holders, in and to (A) money in an amount, (B)
            U.S. Government Obligations that, through the payment of interest,
            premium, if any, and principal in respect thereof in accordance with
            their terms, will provide, not later than one day before the due
            date of any payment referred to in this clause (i), money in an
            amount or (C) a combination thereof in an amount sufficient, in the
            opinion of a nationally recognized firm of independent public
            accountants expressed in a written certification thereof delivered
            to the Trustee, to pay and discharge, without consideration of the
            reinvestment of such interest and after payment of all federal,
            state and local taxes or other charges and assessments in respect
            thereof payable by the Trustee, the principal of, premium, if any,
            and interest on the outstanding Notes on the Stated Maturity of such
            principal or interest; provided that the Trustee shall have been
            irrevocably instructed to apply such money or the proceeds of such
            U.S. Government Obligations to the payment of such principal,
            premium, if any, and interest with respect to the Notes;

                        (ii) the Company has delivered to the Trustee an Opinion
            of Counsel to the effect that (A) the creation of the defeasance
            trust does not violate the Investment Company Act of 1940, (B) after
            the passage of 123 days following the deposit (except, with respect
            to any trust funds for the account of any Holder who may be deemed
            to be an "insider" for purposes of the United States Bankruptcy
            Code, after one year following the deposit), the trust funds will
            not be subject to the effect of Section 547 of the United States
            Bankruptcy Code or Section 15 of the New York Debtor and Creditor
            Law in a case commenced by or against the Company under either such
            statute, and either (1) the trust funds will no longer remain the
            property of the Company (and therefore will not be subject to the
            effect of any applicable bankruptcy, insolvency, reorganization or
            similar laws affecting creditors' rights generally) or (2) if a
            court were to rule under any such law in any case or proceeding that
            the trust funds remained property of the Company, (x) assuming such
            trust funds remained in the possession of the Trustee prior to such
            court ruling to the extent not paid to the Holders, the Trustee will
            hold, for the benefit of the Holders, a valid and perfected security
            interest in such trust funds that is not avoidable in bankruptcy or
            otherwise (except for the effect of Section 552(b) of the United
            States Bankruptcy Code on interest on the trust funds accruing after
            the commencement of a case under such statute) and (y) the Holders
            will be entitled to receive adequate protection of their interests
            in such trust funds if such trust funds are used in such


<PAGE>   81
                                       74


            case or proceeding, (C) the Holders will not recognize income, gain
            or loss for federal income tax purposes as a result of such deposit
            and defeasance of certain covenants and Events of Default and will
            be subject to federal income tax on the same amount and in the same
            manner and at the same times as would have been the case if such
            deposit and defeasance had not occurred and (D) the Trustee, for the
            benefit of the Holders, has a valid first-priority security interest
            in the trust funds;

                        (iii) immediately after giving effect to such deposit on
            a pro forma basis, no Default or Event of Default shall have
            occurred and be continuing on the date of such deposit or during the
            period ending on the 123rd day after such date of such deposit, and
            such deposit shall not result in a breach or violation of, or
            constitute a default under, any other agreement or instrument to
            which the Company or any of its Subsidiaries is a party or by which
            the Company or any of its Subsidiaries is bound and which such
            deposit is permitted by Article Ten;

                        (iv) if the Notes are then listed on a national
            securities exchange, the Company has delivered to the Trustee an
            Opinion of Counsel to the effect that the Notes will not be delisted
            as a result of such deposit, defeasance and discharge; and

                        (v) the Company has delivered to the Trustee an
            Officers' Certificate and an Opinion of Counsel, in each case
            stating that all conditions precedent provided for herein relating
            to the defeasance contemplated by this Section 8.03 have been
            complied with.

            SECTION 8.04. Application of Trust Money. Subject to Section 8.06,
the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Notes and this Indenture to the
payment of principal of, premium, if any, and interest on the Notes; but such
money need not be segregated from other funds except to the extent required by
law. The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. government Obligations
deposited pursuant to Sections 8.01, 8.02 or 8.03 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

            SECTION 8.05. Repayment to Company. Subject to Sections 7.07, 8.01,
8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the
Company upon request set forth in an Officers' Certificate any excess money held
by them at any time and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the Company
upon request any money held by them for the payment of principal, premium, if
any, or interest that remains unclaimed for two years; provided that the Trustee
or Paying Agent before being required to make any payment may cause to be
published at the expense of the Company once in a newspaper of general
circulation in The City of New York or mail to each Holder entitled to such
money at such Holder's address (as set forth in the Security Register) notice
that such money remains unclaimed

<PAGE>   82
                                       75


and that after a date specified therein (which shall be at least 30 days from
the date of such publication or mailing) any unclaimed balance of such money
then remaining will be repaid to the Company. After payment to the Company,
Holders entitled to such money must look to the Company for payment as general
creditors unless an applicable law designates another Person, and all liability
of the Trustee and such Paying Agent with respect to such money shall cease.

            SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with
Section 8.01, 8.02 or 8.03, as the case may be, by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or
8.03, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the
Company has made any payment of principal of, premium, if any, or interest on
any Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

            SECTION 9.01. Without Consent of Holders. The Company, when
authorized by a resolution of its Board of Directors (as evidenced by a Board
Resolution delivered to the Trustee), the Subsidiary Guarantors and the Trustee
may amend or supplement this Indenture or the Notes without notice to or the
consent of any Holder:

                        (1) to cure any ambiguity, defect or inconsistency in
            this Indenture;

                        (2) to comply with Article Five;

                        (3) to comply with any requirements of the Commission in
            connection with the qualification of this Indenture under the TIA;

                        (4) to evidence and provide for the acceptance of
            appointment hereunder by a successor Trustee;

                        (5) to provide for uncertificated Notes in addition to
            or in place of certificated Notes;

                        (6) to add one or more subsidiary guarantees on the
            terms required by this Indenture; or

<PAGE>   83
                                       76


                        (7) to make any change that, in the good faith opinion
            of the Board of Directors as evidenced by a Board Resolution, does
            not materially and adversely affect the rights of any Holder.

            SECTION 9.02. With Consent of Holders. Subject to Sections 6.04 and
6.07 and without prior notice to the Holders, the Company, when authorized by
its Board of Directors (as evidenced by a Board Resolution delivered to the
Trustee), the Subsidiary Guarantor and the Trustee may amend this Indenture and
the Notes with the written consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding, and the Holders of a majority in
aggregate principal amount of the Notes then outstanding by written notice to
the Trustee may waive future compliance by the Company with any provision of
this Indenture or the Notes.

            Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder affected, an amendment or waiver, including a waiver
pursuant to Section 6.04, may not:

                        (i) change the Stated Maturity of the principal of, or
            any installment of interest on, any Note;

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

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

                        (iv) impair the right to institute suit for the
            enforcement of any payment on or after the Stated Maturity (or, in
            the case of redemption, on or after the Redemption Date) on any
            Note;

                        (v) waive a default in the payment of principal of,
            premium, if any, or interest on, any Note;

                        (vi) Modify the provisions of Article Ten in a manner
            adverse to the Holders;

                        (vii) release any Subsidiary Guarantor which is a 84
            Significant Subsidiary from its Note Guarantee other than in
            accordance with provisons of this Indenture; or

                        (viii) reduce the percentage or aggregate principal
            amount of outstanding Notes the consent of whose Holders is
            necessary to modify or amend this Indenture or to waive compliance
            with certain provisions of or certain Defaults;

                        (ix) modify any of the provisions of this Section 9.02,
            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 Note affected
            thereby.

<PAGE>   84
                                       77


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

            After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. The Company will
mail supplemental indentures to Holders upon request. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture or waiver.

            SECTION 9.03. Revocation and Effect of Consent. Until an amendment
or waiver becomes effective, a consent to it by a Holder is a continuing consent
by the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective on receipt
by the Trustee of written consents from the Holders of the requisite percentage
in principal amount of the outstanding Notes.

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

            After an amendment, supplement or waiver becomes effective, it shall
bind every Holder unless it is of the type described in the second paragraph of
Section 9.02. In case of an amendment or waiver of the type described in the
second paragraph of Section 9.02, the amendment or waiver shall bind each Holder
who has consented to it and every subsequent Holder of a Note that evidences the
same indebtedness as the Note of the consenting Holder.

            SECTION 9.04. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver such Note to the Trustee. At the Company's expense, the
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder and the Trustee may place an appropriate notation on
any Note thereafter authenticated. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Failure to make
the appropriate notation, or issue a new Note, shall not affect the validity and
effect of such amendment, supplement or waiver.

<PAGE>   85
                                       78


            SECTION 9.05. Trustee to Sign Amendments, Etc. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article Nine is authorized or permitted by this
Indenture and that it will be valid and binding upon the Company. Subject to the
preceding sentence, the Trustee shall sign such amendment, supplement or waiver
if the same does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Trustee may, but shall not be obligated to,
execute any such amendment, supplement or waiver that affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

            SECTION 9.06. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article Nine shall conform to
the requirements of the TIA as then in effect.

                                   ARTICLE TEN
                             SUBORDINATION OF NOTES

                        SECTION 10.01. Notes Subordinated to Senior
Indebtedness. The Company, the Subsidiary Guarantors and the Trustee each
covenants and agrees, and each Holder, by its acceptance of a Note, likewise
covenants and agrees, that all Notes and the Note Guarantees shall be issued
subject to the provisions of this Article Ten; and each Person holding any Note,
whether upon original issue or upon transfer, assignment or exchange thereof,
accepts and agrees that the Notes shall, to the extent and in the manner set
forth in this Article Ten, be subordinated in right of payment to the prior
payment in full, in cash or cash equivalents, of all existing and future Senior
Indebtedness including, without limitation, the Company's and Subsidiary
Guarantors' obligations under the Credit Agreement (including any interest
accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of
this Indenture, whether or not such interest is an allowed claim enforceable
against the debtor under the United States Bankruptcy Code).

                        SECTION 10.02. No Payment on Notes in Certain
Circumstances. (a) No direct or indirect payment or distribution by or on behalf
of the Company or any Subsidiary Guarantor (other than with the money,
securities or proceeds held under any defeasance trust established in accordance
with this Indenture), whether pursuant to the terms of the Notes or upon
acceleration or otherwise, shall be made if, at the time of such payment, (i)
there exists a default in the payment of all or any portion of the obligations
on any Senior Indebtedness of the Company or such Subsidiary Guarantor and such
default shall not have been cured or waived or the benefits of this sentence
waived by or on behalf of the holders of such Senior Indebtedness, or (ii) the
maturity of any Senior Indebtedness has been accelerated in accordance with its
terms.

                        (b) During the continuance of any other event of default
with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be accelerated, upon receipt by the Trustee of written
notice from the trustee or other representative for the holders of such
Designated Senior Indebtedness (or the holders of at least a majority in
principal amount of

<PAGE>   86
                                       79


such Designated Senior Indebtedness then outstanding), no payment or
distribution may be made by or on behalf of the Company or the applicable
Subsidiary Guarantor upon or in respect of the Notes for a period (a "Payment
Blockage Period") commencing on the date of receipt of such notice and ending
179 days thereafter (unless, in each case, such Payment Blockage Period shall be
terminated by written notice to the Trustee from such trustee of, or other
representatives for, such holders or by payment in full in cash or cash
equivalents of such Designated Senior Indebtedness or such event of default has
been cured or waived). Not more than one Payment Blockage Period may be
commenced with respect to the Notes during any period of 360 consecutive days;
provided that if any Payment Blockage Period within such 360-day period is
initiated by or on behalf of any holders of Designated Senior Indebtedness other
than the representative of the holders of Indebtedness under the Credit
Agreement, the representative of the holders of Indebtedness under the Credit
Agreement may initiate a Payment Blockage Period within such period.
Notwithstanding anything in this Indenture to the contrary, there must be 180
consecutive days in any 360-day period in which no Payment Blockage Period is in
effect. No event of default that existed or was continuing (it being
acknowledged that any subsequent action that would give rise to an event of
default pursuant to any provision under which an event of default previously
existed or was continuing shall constitute a new event of default for this
purpose) on the date of the commencement of any Payment Blockage Period with
respect to the Designated Senior Indebtedness initiating such Payment Blockage
Period shall be, or shall be made, the basis for the commencement of a second
Payment Blockage Period by the representative for, or the holders of, such
Designated Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such event of default shall have been cured or waived
for a period of not less than 90 consecutive days.

                        (c) In the event that, notwithstanding the foregoing,
any payment shall be received by the Trustee or any Holder when such payment is
prohibited by Section 10.02(a) or 10.02(b) of this Indenture, the Trustee shall
promptly notify the holders of Senior Indebtedness of such prohibited payment
and such payment shall be held in trust for the benefit of, and shall be paid
over or delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear.

                        SECTION 10.03. Payment over Proceeds upon Dissolution,
Etc. (a) Upon any payment or distribution of assets or securities of the Company
or any Subsidiary Guarantor of any kind or character, whether in cash, property
or securities (other than with the money, securities or proceeds held under any
defeasance trust established in accordance with this Indenture), in connection
with any dissolution or winding up or total or partial liquidation or
reorganization of the Company or any Subsidiary Guarantor, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings or
upon any assignment or marshalling of assets for the benefit of creditors, all
amounts due or to become due upon all Senior Indebtedness (including any
interest accruing subsequent to an event specified in Sections 6.01(g) and
6.01(h) of this Indenture, whether or not such interest is an allowed claim
enforceable against the debtor under the United States Bankruptcy Code) shall
first be paid in full, in cash or cash equivalents, before the Holders or the
Trustee on their behalf shall be entitled to receive any payment by (or on
behalf of)

<PAGE>   87
                                       80


the Company or any Subsidiary Guarantor on account of the Notes, or any
distribution with respect to the Notes of any cash, property or securities.
Before any payment may be made by, or on behalf of, the Company or any
Subsidiary Guarantor on the Notes (other than with the money, securities or
proceeds held under any defeasance trust established in accordance with this
Indenture), in connection with any such dissolution, winding up, liquidation or
reorganization, any payment or distribution of assets or securities of the
Company or any Subsidiary Guarantor of any kind or character, whether in cash,
property or securities, to which the Holders or the Trustee on their behalf
would be entitled, but for the provisions of this Article Ten, shall be made by
the Company or any Subsidiary Guarantor or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person making such
payment or distribution or by the Holders or the Trustee if received by them or
it, 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 representatives or to any trustee or trustees under any other indenture
pursuant to which any such Senior Indebtedness may have been issued, as their
respective interests appear, to the extent necessary to pay all such Senior
Indebtedness in full, in cash or cash equivalents after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

                        (b) To the extent any payment of Senior Indebtedness
(whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds
of security or enforcement of any right of setoff or otherwise) is declared to
be fraudulent or preferential, set aside or required to be paid to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar Person under
any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then if such payment is recovered by, or paid over to, such receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person, the Senior
Indebtedness or part thereof originally intended to be satisfied shall be deemed
to be reinstated and outstanding as if such payment had not occurred. To the
extent the obligation to repay any Senior Indebtedness is declared to be
fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then the obligation so
declared fraudulent, invalid or otherwise set aside (and all other amounts that
would come due with respect thereto had such obligation not been so affected)
shall be deemed to be reinstated and outstanding as Senior Indebtedness for all
purposes hereof as if such declaration, invalidity or setting aside had not
occurred.

                        (c) In the event that, notwithstanding the foregoing
provision prohibiting such payment or distribution, any payment or distribution
of assets or securities of the Company or any Subsidiary Guarantor of any kind
or character, whether in cash, property or securities, shall be received by the
Trustee or any Holder at a time when such payment or distribution is prohibited
by Section 10.03(a) of this Indenture and before all obligations in respect of
Senior Indebtedness are paid in full, in cash or cash equivalents, such payment
or distribution shall be received and held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata
to such holders on the basis of such respective amount of Senior Indebtedness
held by such holders) or their representatives, or to the trustee or trustees
under any indenture pursuant to which any such Senior Indebtedness may have been
issued, as their respective interests appear, for application to the payment of
Senior Indebtedness remaining unpaid until all such Senior

<PAGE>   88
                                       81


Indebtedness has been paid in full, in cash or cash equivalents, after giving
effect to any concurrent payment, distribution or provision therefor to or for
the holders of such Senior Indebtedness.

                        (d) For purposes of this Section 10.03, the words "cash,
property or securities" shall not be deemed to include, so long as the effect of
this clause is not to cause the Notes to be treated in any case or proceeding or
similar event described in this Section 10.03 as part of the same class of
claims as the Senior Indebtedness or any class of claims pari passu with, or
senior to, the Senior Indebtedness for any payment or distribution, securities
of the Company or any Subsidiary Guarantor or any other corporation provided for
by a plan of reorganization or readjustment that are subordinated, at least to
the extent that the Notes are subordinated, to the payment of all Senior
Indebtedness then outstanding; provided that (1) if a new corporation results
from such reorganization or readjustment, such corporation assumes the Senior
Indebtedness and (2) the rights of the holders of the Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company with or into, another corporation or the liquidation or dissolution of
the Company following the sale, conveyance, transfer, lease or other disposition
of all or substantially all of its property and assets to another corporation
upon the terms and conditions provided in Article Five of this Indenture shall
not be deemed a dissolution, winding up, liquidation or reorganization for the
purposes of this Section 10.03 if such other corporation shall, as a part of
such consolidation, merger, sale, conveyance, transfer, lease or other
disposition, comply (to the extent required) with the conditions stated in
Article Five of this Indenture.

                        SECTION 10.04. Subrogation. (a) Upon the payment in full
of all Senior Indebtedness in cash or cash equivalents, the Holders shall be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company made on
such Senior Indebtedness until the principal of, premium, if any, and interest
on the Notes or any Subsidiary Guarantor 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 or
the Trustee on their behalf would be entitled except for the provisions of this
Article Ten, and no payment pursuant to the provisions of this Article Ten to
the holders of Senior Indebtedness by Holders or the Trustee on their behalf
shall, as between the Company or any Subsidiary Guarantor, its creditors other
than holders of Senior Indebtedness, and the Holders, be deemed to be a payment
by the Company or any Subsidiary Guarantor to or on account of the Senior
Indebtedness. It is understood that the provisions of this Article Ten are
intended solely for the purpose of defining the relative rights of the Holders,
on the one hand, and the holders of the Senior Indebtedness, on the other hand.

                        (b) If any payment or distribution to which the Holders
would otherwise have been entitled but for the provisions of this Article Ten
shall have been applied, pursuant to the provisions of this Article Ten, to the
payment of all amounts payable under Senior Indebtedness, then, and in such
case, the Holders shall be entitled to receive from the holders of such Senior
Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in

<PAGE>   89
                                       82


excess of the amount required to make payment in full, in cash or cash
equivalents, of such Senior Indebtedness of such holders.

                        SECTION 10.05. Obligations of Company Unconditional. (a)
Nothing contained in this Article Ten or elsewhere in this Indenture or in the
Notes is intended to or shall impair, as among the Company and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders the principal of, premium, if any, and interest on the Notes as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall impair as between each Subsidiary Guarantor and the Holders
the obligation of each Subsidiary Guarantor, which is absolute and unconditional
to pay the Holders the amounts due under the Note Guarantee, as and when the
same shall become due and payable in accordance with its terms or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Holders or the Trustee on their behalf from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Ten of the holders
of the Senior Indebtedness.

                        (b) Without limiting the generality of the foregoing,
nothing contained in this Article Ten will restrict the right of the Trustee or
the Holders to take any action to declare the Notes to be due and payable prior
to their Stated Maturity pursuant to Section 6.01 of this Indenture or to pursue
any rights or remedies hereunder; provided, however, that all Senior
Indebtedness then due and payable or thereafter declared to be due and payable
shall first be paid in full, in cash or cash equivalents, before the Holders or
the Trustee are entitled to receive any direct or indirect payment from the
Company of Senior Subordinated Indebtedness.

                        SECTION 10.06. Notice to Trustee. (a) The Company shall
give prompt written notice to the Trustee of any fact known to the Company that
would prohibit the making of any payment to or by the Trustee in respect of the
Notes pursuant to the provisions of this Article Ten. The Trustee shall not be
charged with the knowledge of the existence of any default or event of default
with respect to any Senior Indebtedness or of any other facts that would
prohibit the making of any payment to or by the Trustee unless and until a
Responsible Officer of the Trustee shall have received notice in writing at its
Corporate Trust Office to that effect signed by an Officer of the Company, or by
a holder of Senior Indebtedness or trustee or agent thereof; and prior to the
receipt of any such written notice, the Trustee shall, subject to Article Seven,
be entitled to assume that no such facts exist; provided that, if the Trustee
shall not have received the notice provided for in this Section 10.06 at least
two Business Days prior to the date upon which, by the terms of this Indenture,
any monies shall become payable for any purpose (including, without limitation,
the payment of the principal of, premium, if any, or interest on any Note),
then, notwithstanding anything herein to the contrary, the Trustee shall have
full power and authority to receive any monies from the Company and to apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary that may be received by it on or after such prior
date except for an acceleration of the Notes prior to such application. Nothing
contained in this Section 10.06 shall limit the right of the holders of Senior
Indebtedness to recover payments as contemplated by this Article Ten. The


<PAGE>   90
                                       83


foregoing shall not apply if the Paying Agent is the Company. The Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of any Senior Indebtedness (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Senior Indebtedness or a trustee
or representative on behalf of any such holder.

                        (b) In the event that the Trustee determines in good
faith that any 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 Ten, 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 Ten and, if such
evidence is not furnished to the Trustee, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.

                        SECTION 10.07. Reliance on Judicial Order or Certificate
of Liquidating Agent. Upon any payment or distribution of assets or securities
referred to in this Article Ten, the Trustee and the Holders shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction in
which bankruptcy, dissolution, winding up, liquidation or reorganization
proceedings are pending, or upon a certificate of the receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person making such
payment or distribution, delivered to the Trustee or to the Holders 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 or any Subsidiary Guarantor, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Ten.

                        SECTION 10.08. Trustee's Relation to Senior
Indebtedness. (a) The Trustee and any Paying Agent shall be entitled to all the
rights set forth in this Article Ten with respect to any Senior Indebtedness
that may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall deprive the Trustee or any Paying Agent of any of its rights as
such holder.

                        (b) 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 Ten, 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 (except
as provided in Sections 10.02(c) and 10.03(c) of this Indenture) and shall not
be liable to any such holders if the Trustee shall in good faith mistakenly pay
over or distribute to Holders of Notes or to the Company or any Subsidiary
Guarantor or to any other person cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article Ten
or otherwise.

<PAGE>   91
                                       84


                        SECTION 10.09. Subordination Rights Not Impaired by Acts
or Omissions of the Company or Holders of Senior Indebtedness. No right of any
present or future holders of any Senior Indebtedness to enforce subordination as
provided in this Article Ten will at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or any
Subsidiary Guarantor or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company or any Subsidiary Guarantor with
the terms of this Indenture, regardless of any knowledge thereof that any such
holder may have or otherwise be charged with. The provisions of this Article Ten
are intended to be for the benefit of, and shall be enforceable directly by, the
holders of Senior Indebtedness.

                        SECTION 10.10. Holders Authorize Trustee to Effectuate
Subordination of Notes. Each Holder by his acceptance of any Notes authorizes
and expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Ten, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company or any Subsidiary Guarantor (whether in
bankruptcy, insolvency, receivership, reorganization or similar proceedings or
upon an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the property and assets of the Company or any Subsidiary
Guarantor, the filing of a claim for the unpaid balance of its Notes in the form
required in those proceedings. If the Trustee does not file a proper claim or
proof in indebtedness in the form required in such proceeding at least 30 days
before the expiration of the time to file such claim or claims, each holder of
Senior Indebtedness is hereby authorized to file an appropriate claim for and on
behalf of the Holders.

                        SECTION 10.11. Not to Prevent Events of Default. The
failure to make a payment on account of principal of, premium, if any, or
interest on the Notes by reason of any provision of this Article Ten will not be
construed as preventing the occurrence of an Event of Default.

                        SECTION 10.12. Trustee's Compensation Not Prejudiced.
Nothing in this Article Ten will apply to amounts due to the Trustee pursuant to
other sections of this Indenture, including Section 7.07.

                        SECTION 10.13. No Waiver of Subordination Provisions.
Without in any way limiting the generality of Section 10.09, the holders of
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Trustee or the Holders, without incurring responsibility to
the Holders and without impairing or releasing the subordination provided in
this Article Ten or the obligations hereunder of the Holders to the holders of
Senior Indebtedness, do any one or more of the following: (a) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding or secured; (b) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (c) release any Person liable in any manner for the
collection of Senior Indebtedness; and (d) exercise or refrain from exercising
any rights against the Company or any Subsidiary Guarantor and any other Person.

<PAGE>   92
                                       85


                        SECTION 10.14. Payments May Be Paid Prior to
Dissolution. Nothing contained in this Article Ten or elsewhere in this
Indenture shall prevent (i) the Company or any Subsidiary Guarantor, except
under the conditions described in Section 10.02 or 10.03, from making payments
of principal of, premium, if any, and interest on the Notes, or from depositing
with the Trustee any money for such payments, or (ii) the application by the
Trustee of any money deposited with it for the purpose of making such payments
of principal of, premium, if any, and interest on the Notes to the holders
entitled thereto unless, at least two Business Days prior to the date upon which
such payment becomes due and payable, the Trustee shall have received the
written notice provided for in Section 10.02(b) of this Indenture (or there
shall have been an acceleration of the Notes prior to such application) or in
Section 10.06 of this Indenture. The Company shall give prompt written notice to
the Trustee of any dissolution, winding up, liquidation or reorganization of the
Company.

                        SECTION 10.15. Consent of Holders of Senior Indebtedness
Under the Credit Agreement. The provisions of this Article Ten (including the
definitions contained in this Article and references to this Article contained
in this Indenture) shall not be amended in a manner that would adversely affect
the rights of the holders of Senior Indebtedness under the Credit Agreement, and
no such amendment shall become effective unless the holders of Senior
Indebtedness under the Credit Agreement shall have consented (in accordance with
the provisions of the Credit Agreement) to such amendment. The Trustee shall be
entitled to receive and rely on an Officers' Certificate stating that such
consent has been given.

                        SECTION 10.16. Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government Obligations held in trust under Article Eight
by the Trustee for the payment of principal of, premium, if any, and interest on
the Notes shall not be subordinated to the prior payment of any Senior
Indebtedness (provided that, at the time deposited, such deposit did not violate
any then outstanding Senior Indebtedness), and none of the Holders shall be
obligated to pay over any such amount to any holder of Senior Indebtedness.

                                 ARTICLE ELEVEN
                                 NOTE GUARANTEES

            SECTION 11.01 Note Guarantee. By its execution hereof, each of the
Subsidiary Guarantors acknowledges and agrees that it receives substantial
benefits from the Company and that such party is providing its Guarantee for
good and valuable consideration, including, without limitation, such substantial
benefits and services. Accordingly, subject to the provisions of this Article
Eleven, each of the Subsidiary Guarantors hereby, jointly and severally, fully
and unconditionally Guarantees, to the extent permitted by law, to each Holder
of Notes hereunder and to the Trustee on behalf of the Holders: (i) the due and
punctual payment of the principal of, premium, if any, on and interest on each
Note, when and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the

<PAGE>   93
                                       86


overdue principal of and interest, if any, on the Notes, to the extent lawful,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee, all in accordance with the terms of such Note and
this Indenture and (ii) in the case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, at Stated Maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in the second succeeding paragraph.

            Each Note Guarantee shall be Guaranteed on a senior subordinated
basis in accordance with Article Ten hereof.

            Each Subsidiary Guarantor and by its acceptance hereof each Holder
hereby confirms that it is the intention of all such parties that the Guarantee
by such Subsidiary Guarantor pursuant to its Note Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the United States Bankruptcy
Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar Federal or state law. To effectuate the foregoing inElevention,
the Holders and such Subsidiary Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under its Note Guarantee shall be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Note Guarantee or pursuant to the following paragraph,
result in the obligations of such Subsidiary Guarantor under its Note Guarantee
not constituting such fraudulent transfer or conveyance.

            In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Subsidiary Guarantor") under its Note Guarantee, such Funding
Subsidiary Guarantor shall be entitled to a contribution from all other
Subsidiary Guarantors in a pro rata amount based on the Adjusted Net Assets of
each Subsidiary Guarantor (including the Funding Subsidiary Guarantor) for all
payments, damages and expenses incurred by that Funding Subsidiary Guarantor in
discharging the Company's obligations with respect to the Notes or any other
Subsidiary Guarantor's obligations with respect to its Note Guarantee. "Adjusted
Net Assets" of such Subsidiary Guarantor at any date shall mean the lesser of
the amount by which (x) the fair value of the property of such Subsidiary
Guarantor exceeds the total amount of liabilities, including, without
limitation, contingent liabilities (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), but excluding
liabilities under the Note Guarantee, of such Subsidiary Guarantor at such date
and (y) the present fair salable value of the assets of such Subsidiary
Guarantor at such date exceeds the amount that will be required to pay the
probable liability of such Subsidiary Guarantor on its debts (after giving
effect to all other fixed and contingent liabilities incurred or assumed on such
date and after giving effect to any collection from any Subsidiary of such
Subsidiary Guarantor in respect of the obligations of such Subsidiary Guarantor
under the Note Guarantee of such Subsidiary Guarantor), excluding debt in
respect of its Note Guarantee, as they become absolute and matured.

<PAGE>   94
                                       87


            Each of the Subsidiary Guarantors hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, the benefit of discussion, protest or notice with respect
to any such Note or the debt evidenced thereby and all demands whatsoever
(except as specified above), and covenants that this Note Guarantee will not be
discharged as to any such Note except by payment in full of the principal
thereof and interest thereon and as provided in Sections 8.01, 8.02 and 8.03. In
the event of any declaration of acceleration of such obligations as provided in
Article Six, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Subsidiary Guarantors for the purposes of this
Article Eleven. In addition, without limiting the foregoing provisions, upon the
effectiveness of an acceleration under Article Six, the Trustee shall promptly
make a demand for payment on the Notes under the Note Guarantee provided for in
this Article Eleven.

            The obligations of each Subsidiary Guarantor under its Note
Guarantee are independent of the obligations Guaranteed by such Subsidiary
Guarantor hereunder, and a separate action or actions may be brought and
prosecuted by the Trustee on behalf of, or by, the Holders, subject to the terms
and conditions set forth in this Indenture, against a Subsidiary Guarantor to
enforce this Guarantee, irrespective of whether any action is brought against
the Company or whether the Company is joined in any such action or actions.

            If the Trustee or the Holder is required by any court or otherwise
to return to the Company or any Subsidiary Guarantor, or any custodian,
receiver, liquidator, trustee, sequestrator or other similar official acting in
relation to Company or such Subsidiary Guarantor, any amount paid to the Trustee
or such Holder in respect of a Note, this Note Guarantee, to the exElevent
theretofore discharged, shall be reinstated in full force and effect. Each of
the Subsidiary Guarantors further agrees, to the fullest extent that it may
lawfully do so, that, as between it, on the one hand, and the Holders and the
Trustee, on the other hand, the maturity of the obligations Guaranteed hereby
may be accelerated as provided in Article Six hereof for the purposes of this
Note Guarantee, notwithstanding any stay, injunction or other prohibition extant
under any applicable bankruptcy law preventing such acceleration in respect of
the obligations Guaranteed hereby.

            Each of the Subsidiary Guarantors hereby irrevocably waives any
claim or other rights which it may now or hereafter acquire against the Company
or any other Subsidiary Guarantor that arise from the existence, payment,
performance or enforcement of its obligations under this Note Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, any right to
participate in any claim or remedy of the Holders against the Company or any
Subsidiary Guarantor or any collateral which any such Holder or the Trustee on
behalf of such Holder hereafter acquires, whether or not such claim, remedy or
right arises in equity, or under contract, statute or common law, including,
without limitation, the right to take or receive from the Company or a
Subsidiary Guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim or
other rights. If any amount shall be paid to a Subsidiary Guarantor in violation
of the preceding

<PAGE>   95
                                       88


sentence and the principal of, premium, if any, and accrued interest on the
Notes shall not have been paid in full, such amount shall be deemed to have been
paid to such Subsidiary Guarantor for the benefit of, and held in trust for the
benefit of, the Holders, and shall forthwith be paid to the Trustee for the
benefit of the Holders to be credited and applied upon the principal of,
premium, if any, and accrued interest on the Notes. Each of the Subsidiary
Guarantors acknowledges that it will receive direct and indirect benefits from
the issuance of the Notes pursuant to this Indenture and that the waivers set
forth in this Section 11.01 are knowingly made in contemplation of such benefits

            The Note Guarantee set forth in this Section 11.01 shall not be
valid or become obligatory for any purpose with respect to a Note until the
certificate of authentication on such Note shall have been signed by or on
behalf of the Trustee.

            SECTION 11.02 Obligations Unconditional. Nothing contained in this
Article Eleven or elsewhere in this Indenture or in the Notes is intended to or
shall impair, as among any Subsidiary Guarantor and the Holders of the Notes,
the obligation of such Subsidiary Guarantor, which is absolute and
unconditional, upon failure by the Company, to pay to the Holders of the Notes
the principal of, premium, if any, and interest on the Notes as and when the
same shall become due and payable in accordance with their terms, or is
inElevended to or shall affect the relative rights of the Holders and creditors
of such Subsidiary Guarantor, nor shall anything herein or therein prevent any
Holder or the Trustee on their behalf from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture.

            Without limiting the foregoing, nothing contained in this Article
Eleven will restrict the right of the Trustee or the Holders to take any action
to declare the Note Guarantee to be due and payable prior to the Stated Maturity
of any Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder.

            SECTION 11.03 Additional Note Guarantees and Release of Note
Guarantees. Each Restricted Subsidiary of the Company which is not a Foreign
Subsidiary shall Guarantee the Notes on a senior subordinated basis and the
Company shall cause each future Restricted Subsidiary which is not a Foreign
Subsidiary to execute a supplemental Indenture pursuant to which such Restricted
Subsidiary will Guarantee the obligations of the Company under the Notes. In
addition, the Company shall cause any Foreign Restricted Subsidiary which
Guarantees the Company's obligations under the Credit Agreement to Guarantee the
obligations of the Company under the Notes on a senior subordinated basis for as
long as Indebtedness under the Credit Agreement is guaranteed by such Foreign
Restricted Subsidiary.

            Any Note Guarantee by a Subsidiary Guarantor, whether given at the
time the Notes are issued or thereafter, shall be automatically and
unconditionally released and discharged upon (i) any sale, transfer or other
disposition of all or substantially all of the assets of such Subsidiary by way
of merger, consolidation or otherwise, or a sale, transfer or other disposition
(including, without limitation, by foreclosure or a transfer in lieu of
foreclosure) of at least a majority of the Voting Stock of such Subsidiary or a
direct or indirect parent of such Subsidiary beneficially owning at least

<PAGE>   96
                                       89


a majority of the Voting Stock of such Subsidiary to any Person not a
Subsidiary, (ii) the release or discharge of the Guarantee which resulted in the
creation of such Note Guarantee, except a discharge or release by or as a result
of payment under such Guarantee, or (iii) the designation of such Subsidiary as
an Unrestricted Subsidiary.

            SECTION 11.04 Notice to Trustee. A Subsidiary Guarantor shall give
prompt writEleven notice to the Trustee of any fact known to such Subsidiary
Guarantor which would prohibit the making of any payment to or by the Trustee in
respect of the Note Guarantee pursuant to the provisions of this Article Eleven.

            SECTION 11.05 This Article Not to Prevent Events of Default. The
failure to make a payment on account of principal of, premium, if any, or
interest on the Notes by reason of any provision of this Article Eleven will not
be construed as preventing the occurrence of an Event of Default.

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

            SECTION 12.01. Trust Indenture Act of 1939. Prior to the
effectiveness of the Registration Statement, this Indenture shall incorporate
and be governed by the provisions of the TIA that are required to be part of and
to govern indentures qualified under the TIA. After the effectiveness of the
Registration Statement, this Indenture shall be subject to the provisions of the
TIA that are required to be a part of this Indenture and shall, to the extent
applicable, be governed by such provisions. If any provision of this Indenture
limits, qualifies or conflicts with another provision which is required to be
included in this Indenture by the TIA, the provision required by the TIA shall
control. Each Subsidiary Guarantor in addition to performing its obligations
under its Note Guarantee shall perform such other obligations as may be imposed
upon it with respect to this Indenture under the TIA.

            SECTION 12.02. Notices. Any notice or communication shall be
sufficiently given if in writing and delivered in person, mailed by first-class
mail or sent by telecopier transmission addressed as follows:

            if to the Company:

                        Knowles Electronics Holdings, Inc.
                        1151 Maplewood Drive
                        Itaska, Illinois 60143
                        Telecopier No.: (630) 250-0575
                        Attention:  Chief Executive Office

<PAGE>   97
                                      90


            if to the Trustee:

                        The Bank of New York
                        101 Barclay Street, Floor 21 W
                        New York, New York 10286
                        Telecopier No.: (212) 815-5915
                        Attention: Corporate Trust Administration

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            Any notice or communication mailed to a Holder shall be mailed to it
at its address as it appears on the Security Register by first-class mail and
shall be sufficiently given to him if so mailed within the time prescribed. Any
notice or communication shall also be so mailed to any Person described in TIA
Section 313(c), to the extent required by the TIA. Copies of any such
communication or notice to a Holder shall also be mailed to the Trustee and each
Agent at the same time.

            Failure to mail a notice or communication to a Holder as provided
herein or any defect in any such notice or communication shall not affect its
sufficiency with respect to other Holders. Except for a notice to the Trustee,
which is deemed given only when received, and except as otherwise provided in
this Indenture, if a notice or communication is mailed in the manner provided in
this Section 12.02, it is duly given, whether or not the addressee receives it.

            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.

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

            SECTION 12.03. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

<PAGE>   98
                                       91


                        (i) an Officers' Certificate stating that, in the
            opinion of the signers, all conditions precedent, if any, provided
            for in this Indenture relating to the proposed action have been
            complied with; and

                        (ii) if reasonably requested by the Trustee, an Opinion
            of Counsel stating that, in the opinion of such Counsel, all such
            conditions precedent have been complied with.

            SECTION 12.04. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

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

                        (iv) a statement as to whether or not, in the opinion of
            each such person, such condition or covenant has been complied with;
            provided, however, that, with respect to matters of fact, an Opinion
            of Counsel may rely on an Officers' Certificate or certificates of
            public officials.

            SECTION 12.05. Rules by Trustee, Paying Agent or Registrar. The
Trustee may make reasonable rules for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.

            SECTION 12.06. Payment Date Other Than a Business Day. If an
Interest Payment Date, Redemption Date, Payment Date, Stated Maturity or date of
maturity of any Note shall not be a Business Day, then payment of principal of,
premium, if any, or interest on such Note, as the case may be, 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, Payment Date or
Redemption Date, or at the Stated Maturity or date of maturity of such Note;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Payment Date, Redemption Date, Stated Maturity or date of
maturity, as the case may be.

            SECTION 12.07. Governing Law. This Indenture and the Notes shall be
governed by the laws of the State of New York. The Trustee, the Company and, by
acceptance of the Notes, the Holders agree to submit to the jurisdiction of the
courts of the State of New York in any action or proceeding arising out of or
relating to this Indenture or the Notes.

<PAGE>   99
                                       92


            SECTION 12.08. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Subsidiary of the Company. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

            SECTION 12.09. No Recourse Against Others. No recourse for the
payment of the principal of, premium, if any, or interest on any of the Notes,
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 or any
Subsidiary Guarantor contained in this Indenture or in any of the Notes, or
because of the creation of any Indebtedness represented thereby, shall be had
against any incorporator or against any past, present or future partner,
stockholder, other equityholder, officer, director, employee or controlling
person, as such, of the Company or any Subsidiary Guarantor or of any successor
Person, either directly or through the Company or any Subsidiary Guarantor or
any successor Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as consideration for, the execution of this
Indenture and the issue of the Notes.

            SECTION 12.10. Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successor.

            SECTION 12.11. Duplicate Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

            SECTION 12.12. Separability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

            SECTION 12.13. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.

<PAGE>   100


                                   SIGNATURES

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

                                            KNOWLES ELECTRONICS HOLDINGS, INC.


                                            By: /s/ REG GARRATT
                                               ---------------------------------
                                                Name: Reg Garratt
                                                Title: Chief Executive Officer



                                            KNOWLES ELECTRONICS, LLC


                                            By: /s/ REG GARRATT
                                               ---------------------------------
                                                Name: Reg Garratt
                                                Title: Chief Executive Officer



                                            KNOWLES INTERMEDIATE HOLDINGS INC.


                                            By: /s/ REG GARRATT
                                               ---------------------------------
                                                Name: Reg Garratt
                                                Title: President



                                            EMKAY INNOVATIVE PRODUCTS, INC.


                                            By: /s/ REG GARRATT
                                               ---------------------------------
                                                Name: Reg Garratt
                                                Title: President



                                            KNOWLES MANUFACTURING LTD.


                                            By: /s/ REG GARRATT
                                               ---------------------------------
                                                Name: Reg Garratt
                                                Title: President

<PAGE>   101
                                      94

                                            SYNCHRO START PRODUCTS, INC.


                                            By: /s/ REG GARRATT
                                               ---------------------------------
                                                Name: Reg Garratt
                                                Title: President



                                            THE BANK OF NEW YORK


                                            By: /s/ MARY LA GUMINA
                                               ---------------------------------
                                                Name: Mary La Gumina
                                                Title: Assistant Vice President




<PAGE>   102


                                                                       EXHIBIT A


                               APPLICABLE LEGENDS

                                 [FACE OF NOTE]

                            KNOWLES ELECTRONICS, INC.

                    13 1/8% Senior Subordinated Note due 2009

                                              [CUSIP] [CINS] [ISIN] [__________]

No. ____                                                            $153,200,000


            Knowles Electronics Holdings, Inc., a Delaware corporation (the
"Company", which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to _____________, or its
registered assigns, the principal sum of one hundred fifty three million two
hundred thousand dollars ($153,200,000) on [________,____].

            Interest Payment Dates: April 15th and October 15th, commencing
April 15, 2000.

            Regular Record Dates: April 1st and October 1st.

            Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


<PAGE>   103
                                       2


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


                                        KNOWLES ELECTRONICS HOLDINGS, INC.


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



                    (Trustee's Certificate of Authentication)

This is one of the 13 1/8% Senior Subordinated Notes due 2009 described in the
within-mentioned Indenture.


Date: October 1, 1999                   THE BANK OF NEW YORK,
                                           as Trustee


                                        By:
                                           -------------------------------------
                                           Authorized Signatory


<PAGE>   104
                                       3



                             [REVERSE SIDE OF NOTE]

                            KNOWLES ELECTRONICS, INC.

                    13 1/8% Senior Subordinated Note due 2009

1. Principal and Interest.

            The Company will pay the principal of this Note on October 15, 2009.

            The Company promises to pay interest on the principal amount of this
Note on each Interest Payment Date, as set forth below, at the rate per annum
shown above.

            Interest will be payable semiannually (to the holders of record of
the Notes at the close of business on the April 1st or October 1st immediately
preceding the Interest Payment Date) on each Interest Payment Date, commencing
April 15, 2000.

            If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated or a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
Notes is not declared effective by the Commission on or before the date that is
210 days after the Issue Date in accordance with the terms of the Registration
Rights Agreement dated October 1, 1999 between the Company and Morgan Stanley &
Co. Incorporated and Chase Securities Inc., the annual interest rate borne by
the Notes shall be increased by 0.5% from the rate shown above until the
Exchange Offer is consummated or the Shelf Registration Statement is declared
effective. The Holder of this Note is entitled to the benefits of such
Registration Rights Agreement.

            Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from October 1, 1999;
provided that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

            The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
a rate per annum that is 2% in excess of the rate otherwise payable.

<PAGE>   105
                                       4


2. Method of Payment.

            The Company will pay interest (except defaulted interest) on the
principal amount of the Notes as provided above on each April 15th and October
15th, commencing April 15, 2000 to the persons who are Holders (as reflected in
the Security Register at the close of business on the April 1st or October 1st
immediately preceding the Interest Payment Date), in each case, even if the Note
is cancelled on registration of transfer or registration of exchange after such
record date; provided that, with respect to the payment of principal, the
Company will make payment to the Holder that surrenders this Note to a Paying
Agent.

            The Company will pay principal, premium, if any, and as provided
above, interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts (including by wire transfer
of such funds). However, the Company may pay principal, premium, if any, and
interest by its check payable in such money. It may mail an interest check to a
Holder's registered address (as reflected in the Security Register). If a
payment date is a date other than a Business Day at a place of payment, payment
may be made at that place on the next succeeding day that is a Business Day and
no interest shall accrue for the intervening period.

3. Paying Agent and Registrar.

            Initially, the Trustee will act as authenticating agent, Paying
Agent and Registrar. The Company may change any authenticating agent, Paying
Agent or Registrar without notice. The Company, any Subsidiary or any Affiliate
of any of them may act as Paying Agent, Registrar or co-Registrar.

4. Indenture; Limitations.

            The Company issued the Notes under an Indenture dated as of [October
1, 1999] (the "Indenture"), between the Company, the Subsidiary Guarantors and
The Bank of New York, as trustee (the "Trustee"). Capitalized terms herein are
used as defined in the Indenture unless otherwise indicated. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act. The Notes are subject to all such
terms, and Holders are referred to the Indenture and the Trust Indenture Act for
a statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

            The Notes are general unsecured obligations of the Company.

            The Company may, subject to Article Four of the Indenture and
applicable law, issue additional Notes under the Indenture.

<PAGE>   106
                                       5


5. Optional Redemption.

            The Notes are redeemable, at the Company's option, in whole or in
part, at any time or from time to time, on or after [_________, 2004] and prior
to maturity, upon not less than 30 nor more than 60 days' prior notice mailed by
first-class mail to each Holder's last address, as it appears in the Security
Register, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date
that is on or prior to the Redemption Date to receive interest due on an
Interest Payment Date), if redeemed during the 12-month period commencing
October 15 of the years set forth below:

<TABLE>
<CAPTION>
     Year                                   Redemption Price
     ----                                   ----------------
<S>                                         <C>
     2004................................       [106.563]%

     2005................................       [104.375]

     2006................................       [102.188]

     2007 and thereafter.................        100.000%
</TABLE>

            In addition, at any time prior to October 15, 2002, the Company may
redeem, at any time or from time to time in part, up to 35% of the principal
amount of the Notes with the Net Cash Proceeds of one or more sales of Capital
Stock of the Company (other than Disqualified Stock) at a Redemption Price
(expressed as a percentage of principal amount) of   %, plus accrued and unpaid
interest to the Redemption Date (subject to the rights of Holders of record on
the relevant Regular Record Date that is prior to the Redemption Date to receive
interest due on an Interest Payment Date); provided that:

            (i)  at least 65% of the aggregate principal amount of Notes
                 originally issued on the Issue Date remains outstanding after
                 each such redemption, and

            (ii) notice of any such redemption is mailed within 60 days of each
                 such sale of Capital Stock.

            Notes in original denominations larger than $1,000 may be redeemed
in part. On and after the Redemption Date, interest ceases to accrue on Notes or
portions of Notes called for redemption, unless the Company defaults in the
payment of the Redemption Price.

6. Repurchase upon Change of Control.

            Upon the occurrence of any Change of Control, each Holder shall have
the right to require the repurchase of its Notes by the Company in cash pursuant
to the offer described in the Indenture at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase (the "Payment Date").

<PAGE>   107
                                       6


            A notice of such Change of Control will be mailed within 30 days
after any Change of Control occurs to each Holder at its last address as it
appears in the Security Register. Notes in original denominations larger than
$1,000 may be sold to the Company in part. On and after the Payment Date,
interest ceases to accrue on Notes or portions of Notes surrendered for purchase
by the Company, unless the Company defaults in the payment of the purchase
price.

7. Denominations; Transfer; Exchange.

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

8. Persons Deemed Owners.

            A Holder shall be treated as the owner of a Note for all purposes.

9. Unclaimed Money.

            If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

10. Discharge Prior to Redemption or Maturity.

            If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes to redemption or maturity, the Company
will be discharged from the Indenture and the Notes, except in certain
circumstances for certain provisions thereof.

11. Amendment; Supplement; Waiver.

            Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding, and any existing default or
compliance with any provision may be waived with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding. Without
notice to or the consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency and make

<PAGE>   108
                                       7


any change that does not, in the good faith opinion of the Board of Directors of
the Company materially and adversely affect the rights of any Holder.

12. Restrictive Covenants.

            The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries, among other things, to Incur additional
Indebtedness, make Restricted Payments, suffer to exist restrictions on the
ability of Restricted Subsidiaries to make certain payments to the Company,
issue Capital Stock of Restricted Subsidiaries, Guarantee Indebtedness of the
Company, engage in transactions with Affiliates, or incur Liens, use the
proceeds from Asset Sales, or merge, consolidate or transfer substantially all
of its assets. Within 45 days after the end of each fiscal year, the Company
shall deliver to the Trustee an Officers' Certificate stating whether or not the
signers thereof know of any Default or Event of Default under such restrictive
covenants.

13. Successor Persons.

            When a successor person or other entity assumes all the obligations
of its predecessor under the Notes and the Indenture, the predecessor person
will be released from those obligations.

14. Defaults and Remedies.

            Any of the following events constitutes an "Event of Default" under
the Indenture: (a) default in the payment of principal of (or premium, if any,
on) any Note when the same becomes due and payable at maturity, upon
acceleration, redemption or otherwise whether or not such payment is prohibited
by the provisions of Article 10;

            (b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30
consecutive days whether or not such payment is prohibited by the provisions of
Article 10;

            (c) default in the performance or breach of the provisions of
Section 5.01 or the failure to make or consummate an Offer to Purchase in
accordance with Section 4.10 or Section 4.11;

            (d) the Company defaults in the performance of or breaches any other
covenant or agreement of the Company or any Subsidiary Guarantor in the
Indenture or under the Notes (other than a default specified in clause (a), (b)
or (c) above) and such default or breach continues for a period of 30
consecutive days after written notice by the Trustee or the Holders of 25% or
more in aggregate principal amount of the Notes;

            (e) there occurs with respect to any issue or issues of Indebtedness
of the Company or any Significant Subsidiary having an outstanding principal
amount of $15 million or more in the aggregate for all such Persons, whether
such Indebtedness now exists or shall hereafter be created, (I) an event of
default that has caused the holder thereof to declare such Indebtedness to be
due

<PAGE>   109
                                       8


and payable prior to its Stated Maturity and such Indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such acceleration and/or (II) the failure to make a principal
payment at the final (but not any interim) fixed maturity and such defaulted
payment shall not have been made, waived or extended within 30 days of such
payment default;

            (f) any final judgment or order (not covered by insurance or subject
to an indemnity) for the payment of money in excess of $15 million in the
aggregate for all such final judgments or orders against all such Persons
(treating any deductibles, self-insurance or retention as not so covered) shall
be rendered against the Company or any Significant Subsidiary and shall not be
paid or discharged, and there shall be any period of 30 consecutive days
following entry of the final judgment or order that causes the aggregate amount
for all such final judgments or orders outstanding and not paid or discharged
against all such Persons to exceed $15 million during which a stay of
enforcement of such final judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect;

            (g) a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Company or any Significant Subsidiary in
an involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, (B) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company or
any Significant Subsidiary or for all or substantially all of the property and
assets of the Company or any Significant Subsidiary or (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary and, in
each case, such decree or order shall remain unstayed and in effect for a period
of 30 consecutive days;

            (h) the Company or any Significant Subsidiary (A) commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under any such law, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (C) effects any general assignment for the benefit of
creditors; or

            (i) except as permitted by the Indenture, any Note Guarantee by a
Subsidiary Guarantor ceases to be in full force and effect or any Subsidiary
Guarantor repudiates its obligations under its Note Guarantee.

            If an Event of Default (other than an Event of Default specified in
clause (g) or (h) above that occurs with respect to the Company) occurs and is
continuing under the Indenture, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding, by written notice to
the Company (and to the Trustee if such notice is given by the Holders), may,
and the Trustee at the request of such Holders shall, declare the principal of,
and premium, if any,

<PAGE>   110
                                       9


and accrued interest on the Notes to be immediately due and payable. Upon a
declaration of acceleration, such principal of, premium, if any, and accrued
interest shall be immediately due and payable. In the event of a declaration of
acceleration because an Event of Default set forth in clause (e) above has
occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to clause (e) shall be remedied or cured by the
Company or the relevant Significant Subsidiary or waived by the holders of the
relevant Indebtedness within 60 days after the declaration of acceleration with
respect thereto. If an Event of Default specified in clause (g) or (h) above
occurs with respect to the Company, the principal of, and premium, if any, and
accrued interest on the Notes then outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. At any time after such declaration of acceleration,
but before a judgment or decree for the payment of the money due has been
obtained by the Trustee, the Holders of at least a majority in principal amount
of the outstanding Notes by written notice to the Company and to the Trustee,
may waive all past Defaults and rescind and annul a declaration of acceleration
and its consequences if (a) the Company has paid or deposited with the Trustee a
sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii)
the principal of and premium, if any, on any Notes that have become due
otherwise than by such declaration or occurrence of acceleration and interest
thereon at the rate prescribed therefor by such Notes, and (iv) to the extent
that payment of such interest is lawful, interest upon overdue interest, if any,
at the rate prescribed therefor by such Notes, (b) all existing Events of
Default, other than the non-payment of the principal of, premium, if any, and
accrued interest on the Notes that have become due solely by such declaration of
acceleration, have been cured or waived and (c) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.

            Notwithstanding the foregoing, for so long as any Designated Senior
Indebtedness is outstanding, no declaration of acceleration shall be effective
until five business days after the agent or other representative for the holders
of the Designated Senior Indebtedness receives notice of such acceleration and
thereafter payment may be made only if and to the extent that the subordination
provisions described above permit such payment.

            The Holders of at least a majority in aggregate principal amount of
the outstanding Notes may 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. However, the Trustee may refuse to follow any
direction that conflicts with law or the Indenture, that may involve the Trustee
in personal liability, or that the Trustee determines in good faith may be
unduly prejudicial to the rights of Holders of Notes not joining in the giving
of such direction and may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of Notes.

            A Holder may not institute any proceeding, judicial or otherwise,
with respect to the Indenture or the Notes or for the appointment of a receiver
or trustee or for any other remedy hereunder unless:

<PAGE>   111
                                       10


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

                        (ii) the Holders of at least 25% in aggregate principal
            amount of outstanding Notes shall have made a written request to the
            Trustee to pursue such remedy;

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

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

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

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

15. Subordination.

            The payment of the Notes will, to the extent set forth in the
Indenture, be subordinated in right of payment to the prior payment in full, in
cash or cash equivalents, of all existing and future Senior Indebtedness.

16. Trustee Dealings with the Company.

            The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for the
Company or its Affiliates and may otherwise deal with the Company or its
Affiliates as if it were not the Trustee.

17. No Recourse Against Others.

            No incorporator or any past, present or future partner, stockholder,
other equityholder, officer, director, employee or controlling person, as such,
of the Company or Subsidiary Guarantor or of any successor Person shall have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

18. Authentication.
<PAGE>   112
                                       11


            This Note shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on the other side of this Note.

19. Abbreviations.

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

            The Company will furnish a copy of the Indenture to any
Holder upon written request and without charge.  Requests may be
made to Knowles Electronics, Inc., 1151 Maplewood Drive, Itaska,
Illinois 60143; Attention: Chief Executive Officer.


<PAGE>   113
                                       12


                            [FORM OF TRANSFER NOTICE]

            FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

____________________________________________________________________
Please print or typewrite name and address including zip code of assignee
____________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing __________________________  attorney to transfer said Note on the
books of the Company with full power of substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                     ON ALL NOTES OTHER THAN EXCHANGE NOTES,
                      UNLEGENDED OFFSHORE GLOBAL NOTES AND
                       UNLEGENDED OFFSHORE PHYSICAL NOTES]

            In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date the Shelf Registration Statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

                                   [Check One]

[ ] (a) this Note is being transferred in compliance with the exemption from
        registration under the Securities Act of 1933 provided by Rule 144A
        thereunder.

                                       or

[ ] (b) this Note is being transferred other than in accordance with (a) above
        and documents are being furnished which comply with the conditions of
        transfer set forth in this Note and the Indenture.


<PAGE>   114
                                       13


If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.08 of the Indenture shall have
been satisfied.

Date:
     -------            --------------------------------------------------------
                        NOTICE: The signature to this assignment must correspond
                        with the name as written upon the face of the
                        within-mentioned instrument in every particular, without
                        alteration or any change whatsoever.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
     -------            --------------------------------------------------------
                        NOTICE: To be executed by an executive officer


<PAGE>   115
                                       14


                       OPTION OF HOLDER TO ELECT PURCHASE

            If you wish to have this Note purchased by the Company pursuant to
Section 4.10 or 4.11 of the Indenture, check the Box: [ ]

            If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.10 or 4.11 of the Indenture, state the amount [(in
principal amount at maturity)]:
$                   .
 -------------------

Date:
     --------------

Your Signature:
               -----------------------------------------------------------------
               (Sign exactly as your name appears on the other side of this
                Note)

Signature Guarantee:
                    ----------------------------

SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements to the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the Security
Exchange Act of 1934, as amended.


<PAGE>   116


                                                                       EXHIBIT B

                               Form of Certificate

                                                                  __________,___

THE BANK OF NEW YORK
101 Barclay Street, Floor 21 W
New York, New York 10286
Attention: Corporate Trust Administration

                  Re: Knowles Electronics, Inc. (the "Company")
           [13 1/8]% Senior Subordinated Notes due 2009 (the "Notes")

Dear Sirs:

          This letter relates to U.S. $_______ principal amount of Notes
represented by a Note (the "Legended Note") which bears a legend outlining
restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of
the Indenture dated as of [________,____] (the "Indenture") relating to the
Notes, we hereby certify that we are (or we will hold such securities on behalf
of) a person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933. Accordingly, you are hereby requested to exchange the legended
certificate for an unlegended certificate representing an identical principal
amount of Notes, all in the manner provided for in the Indenture.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Holder]

                                        By:
                                            ------------------------------------
                                            Authorized Signature




<PAGE>   117

                                                                       EXHIBIT C

                            Form of Certificate to Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

                                                                  __________,___


THE BANK OF NEW YORK
101 Barclay Street, Floor 21 W
New York, New York 10286
Attention: Corporate Trust Administration

                  Re: Knowles Electronics, Inc. (the "Company")
           [13 1/8]% Senior Subordinated Notes due 2009 (the "Notes")

Dear Sirs:

          In connection with our proposed purchase of $_______ aggregate
principal amount of the Notes, we confirm that:

          1. We understand that any subsequent transfer of the Notes is subject
to certain restrictions and conditions set forth in the Indenture dated as of
[October 1, 1999] (the "Indenture") relating to the Notes and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with such restrictions and conditions and the Securities
Act of 1933, amended (the "Securities Act").

          2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes within the time period referred to in Rule
144(k) of the Securities Act, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
to you and to the Company a signed letter substantially in the form of this
letter and, if such transfer is in respect of an aggregate principal amount of
less than $100,000, an opinion of counsel acceptable to the Company that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available) or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein.

<PAGE>   118
                                      C-2


          3. We understand that, on any proposed resale of any Notes, we will be
required to furnish to you and the Company such certifications, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.

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

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

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

                                     Very truly yours,
                                     [Name of Transferee]


                                     By:
                                        -----------------------------
                                        Authorized Signature


<PAGE>   119


                                                                       EXHIBIT D

                     Form of Certificate to Be Delivered in
               Connection with Transfers Pursuant to Regulation S

                                                                  __________,___

THE BANK OF NEW YORK
101 Barclay Street, Floor 21 W
New York, New York 10286
Attention: Corporate Trust Administration

                  Re: Knowles Electronics, Inc. (the "Company")
           [13 1/8]% Senior Subordinated Notes due 2009 (the "Notes")

Dear Sirs:

          In connection with our proposed sale of U.S.$_______ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of 1933
and, accordingly, we represent that:

          (1) the offer of the Notes was not made to a person in the United
States;

          (2) at the time the buy order was originated, the transferee was
outside the United States;

          (3) no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable; and

          (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                              Very truly yours,

                                              [Name of Transferor]


                                              By:
                                                 -------------------------------
                                                 Authorized Signature