<PAGE>

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



                          DAYTON SUPERIOR CORPORATION,

                           the GUARANTORS named herein

                                       and

               UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee

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


                                    INDENTURE

                            Dated as of June 16, 2000

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

                               up to $270,000,000
                     13% Senior Subordinated Notes due 2009

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



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

<PAGE>

                                         CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                     Indenture Section
-----------                                                                     -----------------

<S>                                                                             <C>
310(a)(1).....................................................................      7.10
   (a)(2).....................................................................      7.10
   (a)(3).....................................................................      N.A.
   (a)(4).....................................................................      N.A.
   (a)(5).....................................................................      7.10
   (b)........................................................................      7.03; 7.10
   (c)........................................................................      N.A.
311(a)........................................................................      7.11
   (b)........................................................................      7.11
   (c)........................................................................      N.A.
312(a)........................................................................      2.05
   (b)........................................................................      12.03
   (c)........................................................................      12.03
313(a)........................................................................      7.06
   (b)(2).....................................................................      7.06; 7.07
   (c)........................................................................      7.06; 12.02
   (d)........................................................................      7.06
314(a)........................................................................      4.03; 12.05
   (c)(1).....................................................................      12.04
   (c)(2).....................................................................      12.04
   (c)(3).....................................................................      N.A.
   (e)........................................................................      12.05
   (f)........................................................................      N.A.
315(a)........................................................................      7.01(b)
   (b)........................................................................      7.05; 12.02
   (c)........................................................................      7.01(a)
   (d)........................................................................      7.01
   (e)........................................................................      6.11
316(a)(last sentence).........................................................      2.09
   (a)(1)(A)..................................................................      6.05
   (a)(1)(B)..................................................................      6.04
   (a)(2).....................................................................      N.A.
   (b)........................................................................      6.07
   (c)........................................................................      2.12
317(a)(1).....................................................................      6.08
   (a)(2).....................................................................      6.09
   (b)........................................................................      2.04
318(a)........................................................................      12.01
   (b)........................................................................      N.A.
   (c)........................................................................      12.01
</TABLE>

--------------------
N.A. means not applicable.
*        This Cross-Reference Table is not part of the Indenture.

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
                                               ARTICLE 1

                               DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                                                                                                         <C>
SECTION 1.01.        Definitions..............................................................................1
SECTION 1.02.        Other Definitions.......................................................................31
SECTION 1.03.        Trust Indenture Act Definitions.........................................................31
SECTION 1.04.        Rules of Construction...................................................................32

                                               ARTICLE 2

                                               THE NOTES

SECTION 2.01.        Form and Dating.........................................................................32
SECTION 2.02.        Execution and Authentication............................................................34
SECTION 2.03.        Registrar and Paying Agent..............................................................34
SECTION 2.04.        Paying Agent to Hold Money in Trust.....................................................35
SECTION 2.05.        Holder Lists............................................................................35
SECTION 2.06.        Transfer and Exchange...................................................................35
SECTION 2.07.        Replacement Notes.......................................................................50
SECTION 2.08.        Outstanding Notes.......................................................................50
SECTION 2.09.        Treasury Notes..........................................................................50
SECTION 2.10.        Temporary Notes.........................................................................51
SECTION 2.11.        Cancellation............................................................................51
SECTION 2.12.        Defaulted Interest......................................................................51
SECTION 2.13.        CUSIP Numbers...........................................................................51

                                               ARTICLE 3

                                       REDEMPTION AND PREPAYMENT

SECTION 3.01.        Notices to Trustee......................................................................52
SECTION 3.02.        Selection of Notes to Be Redeemed.......................................................52
SECTION 3.03.        Notice of Redemption....................................................................52
SECTION 3.04.        Effect of Notice of Redemption..........................................................53
SECTION 3.05.        Deposit of Redemption Price.............................................................53
SECTION 3.06.        Notes Redeemed in Part..................................................................54
SECTION 3.07.        Optional Redemption.....................................................................54
SECTION 3.08.        Mandatory Redemption....................................................................55
SECTION 3.09.        Offer to Purchase by Application of Net Proceeds Offer Amount...........................55


                                      -i-
<PAGE>

                                               ARTICLE 4

                                               COVENANTS

SECTION 4.01.        Payment of Notes........................................................................57
SECTION 4.02.        Maintenance of Office or Agency.........................................................57
SECTION 4.03.        Reports to Holders......................................................................58
SECTION 4.04.        Compliance Certificate..................................................................58
SECTION 4.05.        Payment of Taxes........................................................................59
SECTION 4.06.        Stay, Extension and Usury Laws..........................................................59
SECTION 4.07.        Limitation on Restricted Payments.......................................................60
SECTION 4.08.        Limitation on Dividend and Other Payment Restrictions Affecting
                         Restricted Subsidiaries.............................................................63
SECTION 4.09.        Limitation on Incurrence of Additional Indebtedness.....................................64
SECTION 4.10.        Limitation on Asset Sales...............................................................65
SECTION 4.11.        Limitation on Transactions with Affiliates..............................................67
SECTION 4.12.        Limitation on Liens.....................................................................69
SECTION 4.13.        Conduct of Business.....................................................................69
SECTION 4.14.        Corporate Existence.....................................................................70
SECTION 4.15.        Offer to Repurchase upon Change of Control..............................................70
SECTION 4.16.        No Senior Subordinated Debt.............................................................71
SECTION 4.17.        Future Guarantees by Restricted Subsidiaries............................................71
SECTION 4.18.        Limitation on Preferred Stock of Restricted Subsidiaries................................71
SECTION 4.19.        Limitation on Permitted Acquisitions....................................................71

                                               ARTICLE 5

                                               SUCCESSORS

SECTION 5.01.        Merger, Consolidation and Sale of Assets................................................72
SECTION 5.02.        Successor Corporation Substituted.......................................................73

                                               ARTICLE 6

                                         DEFAULTS AND REMEDIES

SECTION 6.01.        Events of Default.......................................................................73
SECTION 6.02.        Acceleration............................................................................75
SECTION 6.03.        Other Remedies..........................................................................76
SECTION 6.04.        Waiver of Past Defaults.................................................................76
SECTION 6.05.        Control by Majority.....................................................................76
SECTION 6.06.        Limitation on Suits.....................................................................77
SECTION 6.07.        Rights of Holders of Notes to Receive Payment...........................................77
SECTION 6.08.        Collection Suit by Trustee..............................................................77
SECTION 6.09.        Trustee May File Proofs of Claim........................................................77


                                     -ii-
<PAGE>

SECTION 6.10.        Priorities..............................................................................78
SECTION 6.11.        Undertaking for Costs...................................................................78
SECTION 6.12.        Restoration of Rights and Remedies......................................................79

                                               ARTICLE 7

                                                TRUSTEE

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

                                               ARTICLE 8

                                LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.        Option to Effect Legal Defeasance or Covenant Defeasance................................85
SECTION 8.02.        Legal Defeasance and Discharge..........................................................85
SECTION 8.03.        Covenant Defeasance.....................................................................85
SECTION 8.04.        Conditions to Legal or Covenant Defeasance..............................................86
SECTION 8.05.        Deposited Money and Government Securities to Be Held in Trust;
                         Other Miscellaneous Provisions......................................................87
SECTION 8.06.        Satisfaction and Discharge..............................................................88
SECTION 8.07.        Repayment to Company....................................................................89
SECTION 8.08.        Reinstatement...........................................................................89
SECTION 8.09.        Survival................................................................................89

                                               ARTICLE 9

                                    AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.        Without Consent of Holders of Notes.....................................................89
SECTION 9.02.        With Consent of Holders of Notes........................................................90
SECTION 9.03.        Compliance with Trust Indenture Act.....................................................92
SECTION 9.04.        Revocation and Effect of Consents.......................................................92
SECTION 9.05.        Notation on or Exchange of Notes........................................................92
SECTION 9.06.        Trustee to Sign Amendments, etc.........................................................93


                                     -iii-
<PAGE>

                                               ARTICLE 10

                                             SUBORDINATION

SECTION 10.01.       Agreement to Subordinate................................................................93
SECTION 10.02.       Liquidation; Dissolution; Bankruptcy....................................................93
SECTION 10.03.       Default on Designated Senior Debt.......................................................94
SECTION 10.04.       Acceleration of Notes...................................................................95
SECTION 10.05.       When Distribution Must Be Paid Over.....................................................96
SECTION 10.06.       Notice by Company.......................................................................96
SECTION 10.07.       Subrogation.............................................................................96
SECTION 10.08.       Relative Rights.........................................................................97
SECTION 10.09.       Subordination May Not Be Impaired by Company............................................97
SECTION 10.10.       Distribution or Notice to Representative................................................98
SECTION 10.11.       Rights of Trustee and Paying Agent......................................................98
SECTION 10.12.       Authorization to Effect Subordination...................................................99
SECTION 10.13.       Amendments..............................................................................99

                                               ARTICLE 11

                                               GUARANTEES

SECTION 11.01.       Guarantee...............................................................................99
SECTION 11.02.       Subordination of Guarantee.............................................................100
SECTION 11.03.       Limitation on Guarantor Liability......................................................100
SECTION 11.04.       Execution and Delivery of Guarantee....................................................101
SECTION 11.05.       Guarantors May Consolidate, etc., on Certain Terms.....................................101
SECTION 11.06.       Releases Following Certain Events......................................................102

                                               ARTICLE 12

                                             MISCELLANEOUS

SECTION 12.01.       Trust Indenture Act Controls...........................................................103
SECTION 12.02.       Notices................................................................................103
SECTION 12.03.       Communication by Holders of Notes with Other Holders of Notes..........................104
SECTION 12.04.       Certificate and Opinion as to Conditions Precedent.....................................104
SECTION 12.05.       Statements Required in Certificate or Opinion..........................................105
SECTION 12.06.       Rules by Trustee and Agents............................................................105
SECTION 12.07.       No Personal Liability of Directors, Officers, Employees and
                         Stockholders.......................................................................105
SECTION 12.08.       Governing Law..........................................................................105
SECTION 12 .09.      No Adverse Interpretation of Other Agreements..........................................106
SECTION 12.10.       Successors.............................................................................106
SECTION 12.11.       Severability...........................................................................106


                                     -iv-
<PAGE>

SECTION 12.12.       Counterpart Originals..................................................................106
SECTION 12.13.       Table of Contents, Headings, etc.......................................................106
</TABLE>

EXHIBITS

Exhibit A     FORM OF NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E     FORM OF GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE


                                     -v-
<PAGE>

          INDENTURE dated as of June 16, 2000 among Dayton Superior Corporation,
an Ohio corporation (the "COMPANY"), the Guarantors (as defined herein) and
United States Trust Company of New York, a New York corporation, as trustee (the
"TRUSTEE").

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

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         DEFINITIONS.

          "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with or into the Company or
any of its Restricted Subsidiaries or that is assumed in connection with the
acquisition of assets from such Person and in each case not incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

          "ADDITIONAL INTEREST" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement.

          "ADDITIONAL NOTES" means up to $100.0 million in aggregate principal
amount of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09.

          "AFFILIATE" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative of the
foregoing. Notwithstanding the foregoing, no Person (other than the Company or
any Subsidiary of the Company) in whom a Securitization Entity makes an
Investment in connection with a Qualified Securitization Transaction shall be
deemed to be an Affiliate of the Company or any of its Subsidiaries solely by
reason of such Investment.

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

          "ALL OR SUBSTANTIALLY ALL" shall have the meaning given such phrase in
the Revised Model Business Corporation Act.

<PAGE>

                                      -2-

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

          "ASSET ACQUISITION" means (a) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company, or shall be merged
with or into the Company or any Restricted Subsidiary of the Company, or (b) the
acquisition by the Company or any Restricted Subsidiary of the Company of the
assets of any Person (other than a Restricted Subsidiary of the Company) which
constitute all or substantially all of the assets of such Person or comprise any
division or line of business of such Person or any other properties or assets of
such Person, other than in the ordinary course of business.

          "ASSET SALE" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Restricted Subsidiary of the Company of:

          (1) any Capital Stock of any Restricted Subsidiary of the Company, or

          (2) any other property or assets of the Company or any Restricted
     Subsidiary of the Company other than in the ordinary course of business;

PROVIDED, HOWEVER, that Asset Sales or other dispositions shall not include:

          (a) a transaction or series of related transactions for which the
     Company or its Restricted Subsidiaries receive aggregate consideration of
     less than $1.0 million;

          (b) the sale, lease, conveyance, disposition or other transfer of all
     or substantially all of the assets of the Company as permitted by Section
     5.01 or any disposition that constitutes a Change of Control;

          (c) the sale or discount, in each case without recourse, of accounts
     receivable arising in the ordinary course of business, but only in
     connection with the compromise or collection thereof;

          (d) disposals or replacements of obsolete equipment in the ordinary
     course of business;

          (e) the sale, lease, conveyance, disposition or other transfer by the
     Company or any Restricted Subsidiary of assets or property to one or more
     Restricted Subsidiaries in connection with Investments permitted under
     Section 4.07 or pursuant to any Permitted Investment; and

          (f) sales of accounts receivable, equipment and related assets
     (including contract rights) of the type specified in the definition of
     Qualified Securitization Transaction to a Secu-

<PAGE>

                                      -3-

     ritization Entity for the fair market value thereof, including cash in an
     amount at least equal to 75% of the fair market value thereof as determined
     in accordance with GAAP. For the purposes of this clause (f), Purchase
     Money Notes shall be deemed to be cash.

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

          "BOARD OF DIRECTORS" means, as to any Person, the board of directors
of such Person or any duly authorized committee thereof.

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

          "BUSINESS DAY" means any day that is not a Legal Holiday.

          "CAPITAL STOCK" means:

          (1) with respect to any Person that is a corporation, any and all
     shares, interests, participations or other equivalents (however designated
     and whether or not voting) of corporate stock, including each class of
     Common Stock and Preferred Stock of such Person; and

          (2) with respect to any Person that is not a corporation, any and all
     partnership or other equity interests of such Person.

          "CAPITALIZED LEASE OBLIGATION" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP. For purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

          "CASH EQUIVALENTS" means:

          (1) marketable direct obligations issued by, or unconditionally
     guaranteed by, the United States Government or issued by any agency thereof
     and backed by the full faith and credit of the United States, in each case
     maturing within one year from the date of acquisition thereof;

          (2) marketable direct obligations issued by any state of the United
     States or any political subdivision of any such state or any public
     instrumentality thereof maturing within one year from the date of
     acquisition thereof and, at the time of acquisition, having one of the two
     highest ratings obtainable from either S&P or Moody's;

<PAGE>
                                           -4-


          (3) commercial paper maturing no more than one year from the date of
     creation thereof and, at the time of acquisition, having a rating of at
     least A-1 from S&P or at least P-1 from Moody's;

          (4) certificates of deposit or bankers' acceptances maturing within
     one year from the date of acquisition thereof issued by any bank organized
     under the laws of the United States or any state thereof or the District of
     Columbia or any United States branch of a foreign bank having at the date
     of acquisition thereof combined capital and surplus of not less than $250.0
     million;

          (5) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clause (1) above entered
     into with any bank meeting the qualifications specified in clause (4)
     above; and

          (6) investments in money market funds which invest substantially all
     their assets in securities of the types described in clauses (1) through
     (5) above.

          "CHANGE OF CONTROL" means the occurrence of one or more of the
following events:

          (1) any sale, lease, exchange or other transfer (in one transaction or
     a series of related transactions) of all or substantially all of the assets
     of the Company to any Person or group of related Persons for purposes of
     Section 13(d) of the Exchange Act (a "GROUP"), other than to the Permitted
     Holders or their Related Parties or any Permitted Group;

          (2) the approval by the holders of Capital Stock of the Company of any
     plan or proposal for the liquidation or dissolution of the Company (whether
     or not otherwise in compliance with the provisions of this Indenture);

          (3) any Person or Group (other than the Permitted Holders or their
     Related Parties or any Permitted Group) shall become the owner, directly or
     indirectly, beneficially or of record, of shares representing more than 40%
     of the aggregate ordinary voting power represented by the issued and
     outstanding Capital Stock of the Company at a time when the Permitted
     Holders and their Related Parties in the aggregate own a lesser percentage
     of the aggregate ordinary voting power represented by such issued and
     outstanding Capital Stock; or

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

          "CLEARSTREAM" means Clearstream Banking, S.A.

          "COMMON STOCK" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of, such Person's common stock, whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

<PAGE>
                                        -5-


          "COMPANY" means Dayton Superior Corporation and any and all successors
thereto.

          "CONSOLIDATED EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of such Person's:

          (1) Consolidated Net Income, and

          (2) to the extent Consolidated Net Income has been reduced thereby,:

               (a) all income taxes and foreign withholding taxes of such Person
          and its Restricted Subsidiaries paid or accrued in accordance with
          GAAP for such period;

               (b) Consolidated Interest Expense;

               (c) Consolidated Non-cash Charges less any non-cash items
          increasing Consolidated Net Income for such period (other than normal
          accruals in the ordinary course of business), all as determined on a
          consolidated basis for such Person and its Restricted Subsidiaries in
          accordance with GAAP; and

               (d) any cash charges resulting from the Recapitalization, the
          related financings and the Conspec Acquisition that are incurred prior
          to the six month anniversary of the Issue Date.

          "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect to any
Person, the ratio of (x) Consolidated EBITDA of such Person during the four full
fiscal quarters (the "FOUR-QUARTER PERIOD") ending prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio for which financial statements are available (the "TRANSACTION
DATE") to (y) Consolidated Fixed Charges of such Person for the Four-Quarter
Period. In addition to and without limitation of the foregoing, for purposes of
this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

          (1) the incurrence or repayment of any Indebtedness or the issuance of
     any Designated Preferred Stock of such Person or any of its Restricted
     Subsidiaries (and the application of the proceeds thereof) giving rise to
     the need to make such calculation and any incurrence or repayment of other
     Indebtedness or the issuance or redemption of other Preferred Stock (and
     the application of the proceeds thereof), other than the incurrence or
     repayment of Indebtedness in the ordinary course of business for working
     capital purposes pursuant to revolving credit facilities, occurring during
     the Four-Quarter Period or at any time subsequent to the last day of the
     Four-Quarter Period and on or prior to the Transaction Date, as if such
     incurrence or repayment or issuance or redemption, as the case may be (and
     the application of the proceeds thereof), had occurred on the first day of
     the Four-Quarter Period; and

          (2) Asset Sales or other dispositions or Asset Acquisitions
     (including, without limitation, (A) any Asset Acquisition giving rise to
     the need to make such calculation as a re-

<PAGE>
                                        -6-


     sult of such Person or one of its Restricted Subsidiaries (including any
     Person who becomes a Restricted Subsidiary as a result of the Asset
     Acquisition) incurring, assuming or otherwise being liable for Acquired
     Indebtedness, and (B) any Consolidated EBITDA (including any pro forma
     expense and cost reductions and other operating improvements that have
     occurred or are reasonably expected to occur, to the extent consistent
     with Regulation S-X promulgated under the Securities Act) attributable
     to the assets which are the subject of the Asset Acquisition or Asset
     Sale or other disposition and without regard to clause (4) of the
     definition of Consolidated Net Income) occurring during the Four-Quarter
     Period or at any time subsequent to the last day of the Four-Quarter
     Period and on or prior to the Transaction Date, as if such Asset Sale or
     other disposition or Asset Acquisition (including the incurrence or
     assumption of any such Acquired Indebtedness) occurred on the first day
     of the Four-Quarter Period. If such Person or any of its Restricted
     Subsidiaries directly or indirectly guarantees Indebtedness of a third
     Person, the preceding sentence shall give effect to the incurrence of
     such guaranteed Indebtedness as if such Person or any Restricted
     Subsidiary of such Person had directly incurred or otherwise assumed
     such other Indebtedness that was so guaranteed.

          Furthermore, in calculating "Consolidated Fixed Charges" for purposes
of determining the denominator (but not the numerator) of this "Consolidated
Fixed Charge Coverage Ratio":

          (1) interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction Date and which will continue to be so
     determined thereafter shall be deemed to have accrued at a fixed rate per
     annum equal to the rate of interest on such Indebtedness in effect on the
     Transaction Date; and

          (2) notwithstanding clause (1) of this paragraph, interest on
     Indebtedness determined on a fluctuating basis, to the extent such interest
     is covered by agreements relating to Interest Swap Obligations, shall be
     deemed to accrue at the rate per annum resulting after giving effect to the
     operation of such agreements.

          "CONSOLIDATED FIXED CHARGES" means, with respect to any Person for any
period, the sum, without duplication, of:

          (1) Consolidated Interest Expense; plus

          (2) the product of (x) the amount of all cash dividend payments on any
     series of Preferred Stock of such Person times (y) a fraction, the
     numerator of which is one and the denominator of which is one minus the
     then current effective consolidated federal, state and local income tax
     rate of such Person, expressed as a decimal; PROVIDED that with respect to
     any series of Preferred Stock that was not paid cash dividends during such
     period but that is eligible to be paid cash dividends during any period
     prior to the maturity date of the Notes, cash dividends shall be deemed to
     have been paid with respect to such series of Preferred Stock during such
     period for purposes of this clause (2); plus

          (3) the product of (x) the amount of all dividend payments on any
     series of Permitted Subsidiary Preferred Stock times (y) a fraction, the
     numerator of which is one and the

<PAGE>
                                         -7-


     denominator of which is one minus the then current effective consolidated
     federal, state and local income tax rate of such Person, expressed as a
     decimal.

          "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, the sum of, without duplication:

          (1) the aggregate of all cash and non-cash interest expense with
     respect to all outstanding Indebtedness of such Person and its Restricted
     Subsidiaries, including the net costs associated with Interest Swap
     Obligations, for such period determined on a consolidated basis in
     accordance with GAAP, but excluding amortization or write-off of debt
     issuance costs;

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

          (3) the interest component of Capitalized Lease Obligations paid,
     accrued and/or scheduled to be paid or accrued by such Person and its
     Restricted Subsidiaries during such period as determined on a consolidated
     basis in accordance with GAAP.

          "CONSOLIDATED LEVERAGE RATIO" means, with respect to any Person, the
ratio of:

          (1) the sum of the aggregate outstanding amount of Indebtedness of
     such Person and its Restricted Subsidiaries as of the Transaction Date on a
     consolidated basis determined in accordance with GAAP after giving effect
     to the incurrence of the Indebtedness on the Transaction Date and the
     receipt and application of the proceeds therefrom to

          (2) Consolidated EBITDA of such Person for the Four-Quarter Period
     ending prior to the Transaction Date calculated on a pro forma basis for
     the period of such calculation as set forth in the definition of
     Consolidated Fixed Charge Coverage Ratio.

          "CONSOLIDATED NET INCOME" means, for any period, the aggregate net
income (or loss) of the Company and its Restricted Subsidiaries for such period
on a consolidated basis, determined in accordance with GAAP and without any
deduction in respect of Preferred Stock dividends; PROVIDED that there shall be
excluded therefrom:

          (1) gains and losses from Asset Sales (without regard to the $1.0
     million limitation set forth in the definition thereof) and the related tax
     effects according to GAAP;

          (2) gains and losses due solely to fluctuations in currency values and
     the related tax effects according to GAAP;

          (3) all extraordinary, unusual or nonrecurring charges, gains and
     losses (including, without limitation, all restructuring costs and any
     expense or charge related to the repurchase of Capital Stock or warrants or
     options to purchase Capital Stock) and the related tax effects according to
     GAAP;

<PAGE>
                                     -8-


          (4) the net income (or loss) of any Person acquired in a pooling of
     interests transaction accrued prior to the date it becomes a Restricted
     Subsidiary of the Company or is merged or consolidated with or into the
     Company or any Restricted Subsidiary of the Company;

          (5) the net income (but not loss) of any Restricted Subsidiary of the
     Company to the extent that the declaration of dividends or similar
     distributions by that Restricted Subsidiary of the Company of that income
     is prohibited by contract, operation of law or otherwise;

          (6) the net loss of any Person, other than a Restricted Subsidiary of
     the Company;

          (7) the net income of any Person, other than a Restricted Subsidiary
     of the Company, except to the extent of cash dividends or distributions
     paid to the Company or a Restricted Subsidiary of the Company by such
     Person;

          (8) in the case of a successor to the referent Person by consolidation
     or merger or as a transferee of the referent Person's assets, any earnings
     of the successor corporation prior to such consolidation, merger or
     transfer of assets;

          (9) any non-cash compensation charges, including any arising from
     existing stock options resulting from any merger or recapitalization
     transaction; and

          (10) For purposes of clause (iii)(w) of the first paragraph of Section
     4.07, Consolidated Net Income shall be reduced by any cash dividends paid
     with respect to any series of Designated Preferred Stock.

          "CONSOLIDATED NON-CASH CHARGES" means, with respect to any Person, for
any period, the aggregate depreciation, amortization and other non-cash charges
and expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges that require an accrual of or a reserve for cash payments for
any future period other than accruals or reserves associated with mandatory
repurchases of equity securities).

          "CONSPEC" means, collectively, Conspec Marketing & Manufacturing Co.,
Inc., Conspec Performance Products, Inc. and Bristol Investments, Inc.

          "CONSPEC ACQUISITION" means the acquisition by the Company of Conspec.

          "CONTINUING DIRECTOR" means, as of any date of determination, any
member of the Board of Directors of the Company who:

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

          (2) was nominated for election or elected to the Board of Directors of
     the Company by any of the Permitted Holders or with the approval of a
     majority of the Continuing Di-

<PAGE>
                                        -9-


     rectors who were members of such Board at the time of such nomination or
     election or the applicable Guarantor, as the case may be.

          "CONVERTIBLE SUBORDINATED DEBENTURES" means the Company's 10%
Convertible Subordinated Debentures due September 30, 2029, originally issued to
Dayton Superior Capital Trust, which may be issued to holders of the Trust
Preferred Securities in accordance with the terms of the Trust Preferred
Documents.

          "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 12.02 or such other address as to which the Trustee
may give notice to the Company.

          "CREDIT FACILITIES" means one or more debt facilities (including,
without limitation, the New Credit Facility) or commercial paper facilities with
banks or other institutional lenders providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) and/or letters of credit, bank guarantees or banker's
acceptances.

          "CURRENCY AGREEMENT" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
currency values.

          "DEFAULT" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.

          "DEFINITIVE NOTE" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06, in the form of
Exhibit A-1 except that such Note shall not bear the Global Note Legend and
shall not have the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

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

          "DESIGNATED NONCASH CONSIDERATION" means any non-cash consideration
received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as Designated Noncash Consideration pursuant to
an Officers' Certificate that is delivered to the Trustee and executed by the
principal executive officer and the principal financial officer of the Company
or such Restricted Subsidiary at the time of such Asset Sale. Any particular
item of Designated Noncash Consideration will cease to be considered to be
outstanding once it has been sold for cash or Cash Equivalents. At the time of
receipt of any Designated Noncash Consideration, the Company shall deliver an
Officers' Certificate to the Trustee which shall state the fair market value of
such Designated Noncash Consideration and shall state the basis of such
valuation, which shall be a report of a nationally recognized investment
banking, appraisal or accounting firm with respect to the receipt

<PAGE>
                                   -10-


in one transaction or a series of related transactions, of Designated Noncash
Consideration with a fair market value in excess of $10.0 million.

          "DESIGNATED PREFERRED STOCK" means Preferred Stock that is designated
as Designated Preferred Stock pursuant to an Officers' Certificate executed by
the principal executive officer and the principal financial officer of the
Company to the Trustee on the issue date thereof, the cash proceeds of which are
excluded from the calculation set forth in clause (iii)(x) of the first
paragraph of Section 4.07.

          "DESIGNATED SENIOR DEBT" means:

          (1) Indebtedness under or in respect of the New Credit Facility, and

          (2) any other Indebtedness constituting Senior Debt which, at the time
     of determination, has an aggregate principal amount of at least $25.0
     million and is specifically designated in the instrument evidencing such
     Senior Debt as "Designated Senior Debt" by the Company or the applicable
     Guarantor, as the case may be.

          "DISQUALIFIED CAPITAL STOCK" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures (excluding any maturity as the result
of an optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole
option of the holder thereof (except, in each case, upon the occurrence of a
Change of Control) on or prior to the final maturity date of the Notes.

          "DISTRIBUTION COMPLIANCE PERIOD" means as defined in Regulation S.

          "DOMESTIC RESTRICTED SUBSIDIARY" means any Restricted Subsidiary of
the Company that is incorporated under the laws of the United States or any
state thereof or the District of Columbia.

          "EQUITY OFFERING" means any offering of Qualified Capital Stock of the
Company generating gross proceeds to the Company of at least $25.0 million.

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

          "EXCHANGE NOTES" means the 13% Senior Subordinated Notes due 2009 to
be issued in exchange for (1) the Initial Notes pursuant to the Registration
Rights Agreement and (2) the Additional Notes, if any, issued under Section 2.02
pursuant to a registration rights agreement substantially similar to the
Registration Rights Agreement.

          "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.

<PAGE>
                                            -11-


          "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Registration Rights Agreement.

          "FAIR MARKET VALUE" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the
Board of Directors of the Company delivered to the Trustee.

          "FOUR-QUARTER PERIOD" has the meaning specified in the definition of
Consolidated Fixed Charge Coverage Ratio.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect from time to time.

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

          "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A, issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or
2.06(f).

          "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America, and for the payment of which the
United States pledges its full faith and credit.

          "GUARANTEE" means:

          (1) the senior subordinated guarantee of the Notes by the Domestic
     Restricted Subsidiaries of the Company; and

          (2) the senior subordinated guarantee of the Notes by any Domestic
     Restricted Subsidiary required under the terms of Section 4.17.

          "GUARANTOR" means any Restricted Subsidiary that incurs a Guarantee;
PROVIDED that upon the release and discharge of such Restricted Subsidiary from
its Guarantee in accordance with Section 11.06, such Restricted Subsidiary shall
cease to be a Guarantor.

          "HEDGING AGREEMENT" means any agreement with respect to the hedging of
price risk associated with the purchase of commodities used in the business of
the Company and its Restricted

<PAGE>
                                   -12-


Subsidiaries, so long as any such agreement has been entered into in the
ordinary course of business and not for purposes of speculation.

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

          "IAI GLOBAL NOTE" means the global Note in the form of Exhibit A-1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

          "INDEBTEDNESS" means with respect to any Person, without duplication:

          (1) all Obligations of such Person for borrowed money;

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

          (3) all Capitalized Lease Obligations of such Person;

          (4) all Obligations of such Person issued or assumed as the deferred
     purchase price of property, all conditional sale obligations and all
     Obligations under any title retention agreement (but excluding trade
     accounts payable and other accrued liabilities arising in the ordinary
     course of business);

          (5) all Obligations for the reimbursement of any obligor on any letter
     of credit, banker's acceptance or similar credit transaction;

          (6) guarantees and other contingent Obligations in respect of
     Indebtedness referred to in clauses (1) through (5) above and clause (8)
     below;

          (7) all Obligations of any other Person of the type referred to in
     clauses (1) through (6) which are secured by any Lien on any property or
     asset of such Person, the amount of such Obligation being deemed to be the
     lesser of the fair market value of such property or asset or the amount of
     the Obligation so secured;

          (8) all Obligations under currency agreements and Interest Swap
     Obligations of such Person; and

          (9) all Disqualified Capital Stock issued by such Person with the
     amount of Indebtedness represented by such Disqualified Capital Stock being
     equal to the greater of its voluntary or involuntary liquidation preference
     and its maximum fixed repurchase price, but excluding accrued dividends, if
     any.

          For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the

<PAGE>
                                        -13-


terms of such Disqualified Capital Stock as if such Disqualified Capital
Stock were purchased on any date on which Indebtedness shall be required to
be determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Capital Stock, such
fair market value shall be determined reasonably and in good faith by the
Board of Directors of the issuer of such Disqualified Capital Stock. For the
purposes of calculating the amount of Indebtedness of a Securitization Entity
outstanding as of any date, the face or notional amount of any interest in
receivables or equipment that is outstanding as of such date shall be deemed
to be Indebtedness but any such interests held by Affiliates of such
Securitization Entity shall be excluded for purposes of such calculation.

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

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

          "INITIAL NOTES" means $170.0 million in aggregate principal amount of
13% Senior Subordinated Notes due 2009 of the Company issued on the Issue Date
for so long as such securities constitute Restricted Securities.

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

          "INTEREST SWAP OBLIGATIONS" means the obligations of any Person
pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

          "INVESTMENT" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
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 by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person. "Investment" shall exclude extensions of trade credit by the
Company and its Restricted Subsidiaries in accordance with normal trade
practices of the Company or such Restricted Subsidiary, as the case may be. If
the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Common Stock of any direct or indirect Restricted Subsidiary of
the Company such that, after giving effect to any such sale or disposition, such
Restricted Subsidiary is no longer a Restricted Subsidiary of the Company, the
Company shall be deemed to have made an Investment on the date of any such sale
or disposition equal to the fair market value of the Common Stock of such
Restricted Subsidiary not sold or disposed of.

          "ISSUE DATE" means June 16, 2000, the date on which the Initial Notes
were originally issued.


<PAGE>

                                      -14-


          "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in The City of New York, the city in which the principal corporate
trust office of the Trustee is located or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

          "LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

          "LIEN" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

          "MARKETABLE SECURITIES" means publicly traded debt or equity
securities that are listed for trading on a national securities exchange and
that were issued by a corporation whose debt securities are rated in one of the
three highest rating categories by either S&P or Moody's.

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

          "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents, including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

          (1) reasonable out-of-pocket expenses and fees relating to such Asset
     Sale (including, without limitation, legal, accounting and investment
     banking fees and sales commissions);

          (2) taxes paid or payable after taking into account any reduction in
     consolidated tax liability due to available tax credits or deductions and
     any tax sharing arrangements; and

          (3) appropriate amounts to be provided by the Company or any
     Restricted Subsidiary, as the case may be, as a reserve in accordance with
     GAAP, against any liabilities associated with such Asset Sale and retained
     by the Company or any Restricted Subsidiary, as the case may be, after 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.

          "NEW CREDIT FACILITY" means the Credit Agreement dated as of the Issue
Date among the Company, the lenders party thereto in their capacities as lenders
thereunder, and Bankers Trust Company, as administrative agent, together with
the related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified

<PAGE>

                                      -15-


from time to time, including any agreement extending the maturity of,
refinancing, replacing or otherwise restructuring (including increasing the
amount of available borrowings thereunder or adding Restricted Subsidiaries
of the Company as additional borrowers or guarantors thereunder) all or any
portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

          "NON-U.S. PERSON" means a Person who is not a U.S. Person.

          "NOTE CUSTODIAN" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

          "NOTES" means, collectively, the Initial Notes, the Additional Notes,
if any, and the Exchange Notes, treated as a single class of securities, as
amended or supplemented from time to time in accordance with the terms hereof,
that are issued pursuant to this Indenture.

          "OBLIGATIONS" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.

          "OFFICER" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person.

          "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company or any Restricted Subsidiary, as the case may be, by two Officers of the
Company or such Restricted Subsidiaries, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company or such Restricted Subsidiary, that
meets the requirements of Sections 12.04 and 12.05.

          "144A GLOBAL NOTE" means a global note in the form of Exhibit A-1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

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

          "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The DTC, shall include Euroclear
and Clearstream).

          "PARTICIPATING BROKER-DEALER" has the meaning set forth in the
Registration Rights Agreement.

<PAGE>

                                      -16-


          "PERMITTED BUSINESS" means any business (including stock or assets)
that derives a majority of its revenues from the business engaged in by the
Company and its Restricted Subsidiaries on the Issue Date and/or activities that
are reasonably similar, ancillary or related to, or a reasonable extension,
development or expansion of, the businesses in which the Company and its
Restricted Subsidiaries are engaged on the Issue Date.

          "PERMITTED GROUP" means any group of investors that is deemed to be a
"person" (as such term is used in Section 13(d)(3) of the Exchange Act) by
virtue of the Stockholders Agreements, as the same may be amended, modified or
supplemented from time to time, PROVIDED that no single Person (together with
its Affiliates), other than the Permitted Holders and their Related Parties, is
the "beneficial owner" (as such term is used in Section 13(d) of the Exchange
Act), directly or indirectly, of more than 50% of the voting power of the issued
and outstanding Capital Stock of the Company that is "beneficially owned" (as
defined above) by such group of investors.

          "PERMITTED HOLDERS" means Odyssey Investment Partners Fund, LP, its
Affiliates and any general or limited partners of Odyssey Investment Partners
Fund, LP.

          "PERMITTED INDEBTEDNESS" means, without duplication, each of the
following:

          (1) Indebtedness under the Notes and this Indenture and any Guarantees
     thereof in an aggregate principal amount not to exceed $170.0 million;

          (2) Indebtedness of the Company or any of its Restricted Subsidiaries
     incurred pursuant to one or more Credit Facilities in an aggregate
     principal amount at any time outstanding not to exceed the sum of (A) $80.0
     million PLUS (B) up to $23.5 million the proceeds of which will initially
     be applied to pay the holders of the Trust Preferred Securities and/or the
     Convertible Subordinated Debentures who elected to convert their Trust
     Preferred Securities and/or Convertible Subordinated Debentures into the
     right to receive cash in accordance with the Trust Preferred Documents and
     the documents governing the Recapitalization PLUS (C) up to $23.5 million
     the proceeds of which will initially be applied on or prior to the
     three-month anniversary of the Issue Date to consummate the Conspec
     Acquisition PLUS (D) $30.0 million the proceeds of which are used to
     consummate any acquisition, so long as after giving pro forma effect to
     such acquisition, the Consolidated Leverage Ratio of the Company would have
     been 4.75 to 1.0 or less, LESS:

               (i) the aggregate amount of Indebtedness of Securitization
          Entities at the time outstanding, less

               (ii) the amount of all mandatory principal payments actually made
          by the Company or any such Restricted Subsidiary since the Issue Date
          with the Net Cash Proceeds of an Asset Sale in respect of term loans
          under a Credit Facility (excluding any such payments to the extent
          refinanced at the time of payment), and

<PAGE>

                                      -17-


               (iii) further reduced by any repayments of revolving credit
          borrowings under a Credit Facility with the Net Cash Proceeds of an
          Asset Sale that are accompanied by a corresponding commitment
          reduction thereunder;

     PROVIDED that the amount of Indebtedness permitted to be incurred
     pursuant to the Credit Facilities in accordance with this clause (2)
     shall be in addition to any Indebtedness permitted to be incurred
     pursuant to the Credit Facilities in reliance on, and in accordance
     with, clauses (7), (13) and (15) below;

          (3) other Indebtedness of the Company and its Restricted Subsidiaries
     outstanding on the Issue Date reduced by the amount of any scheduled
     amortization payments or mandatory prepayments when actually paid or
     permanent reductions thereof;

          (4) Interest Swap Obligations of the Company or any of its Restricted
     Subsidiaries covering Indebtedness of the Company or any of its Restricted
     Subsidiaries; PROVIDED that any Indebtedness to which any such Interest
     Swap Obligations correspond is otherwise permitted to be incurred under
     this Indenture; and PROVIDED, FURTHER, that such Interest Swap Obligations
     are entered into, in the judgment of the Company, to protect the Company or
     any of its Restricted Subsidiaries from fluctuations in interest rates on
     its outstanding Indebtedness;

          (5) Indebtedness of the Company or any Restricted Subsidiary of the
     Company under Hedging Agreements and Currency Agreements;

          (6) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any such Restricted Subsidiaries; PROVIDED, HOWEVER, that:

               (a) if the Company is the obligor on such Indebtedness and the
          payee is a Restricted Subsidiary that is not a Guarantor, such
          Indebtedness is expressly subordinated to the prior payment in full in
          cash of all Obligations with respect to the Notes; and

               (b) (i) any subsequent issuance or transfer of Capital Stock that
          results in any such Indebtedness being held by a Person other than the
          Company or a Restricted Subsidiary thereof, and

               (ii) any sale or other transfer of any such Indebtedness to a
          Person that is not either the Company or a Restricted Subsidiary of
          the Company (other than by way of granting a Lien permitted under this
          Indenture or in connection with the exercise of remedies by a secured
          creditor)

          shall be deemed, in each case, to constitute an incurrence of such
          Indebtedness by the Company or such Restricted Subsidiary, as the case
          may be, that was not permitted by this clause (6);

<PAGE>

                                      -18-


          (7) Indebtedness (including Capitalized Lease Obligations) incurred by
     the Company or any of its Restricted Subsidiaries to finance the purchase,
     lease or improvement of property (real or personal) or equipment (whether
     through the direct purchase of assets or the Capital Stock of any person
     owning such assets) in an aggregate principal amount outstanding not to
     exceed $5.0 million;

          (8) Refinancing Indebtedness;

          (9) guarantees by the Company and its Restricted Subsidiaries of one
     another's Indebtedness; PROVIDED that such Indebtedness is permitted to be
     incurred under this Indenture and PROVIDED, FURTHER, that in the event such
     Indebtedness (other than Acquired Indebtedness) is incurred pursuant to the
     Consolidated Fixed Charge Coverage Ratio, such guarantees are by the
     Company or a Guarantor only;

          (10) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary of the Company providing for indemnification,
     adjustment of purchase price, earn out or other similar obligations, in
     each case, incurred or assumed in connection with the disposition of any
     business, assets or a Restricted Subsidiary of the Company, 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; PROVIDED that the maximum assumable
     liability in respect of all such Indebtedness shall at no time exceed the
     gross proceeds actually received by the Company and its Restricted
     Subsidiaries in connection with such disposition;

          (11) obligations in respect of performance and surety bonds and
     completion guarantees provided by the Company or any Restricted Subsidiary
     of the Company in the ordinary course of business;

          (12) the incurrence by a Securitization Entity of Indebtedness in a
     Qualified Securitization Transaction that is non-recourse to the Company or
     any Subsidiary of the Company (except for Standard Securitization
     Undertakings);

          (13) additional Indebtedness of the Company and its Restricted
     Subsidiaries in an aggregate principal amount that does not, when taken
     together with any Permitted Subsidiary Preferred Stock then outstanding,
     exceed $7.5 million at any one time outstanding (which amount may, but need
     not, be incurred in whole or in part under a Credit Facility);

          (14) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business; PROVIDED that such Indebtedness
     is extinguished within five business days of incurrence; and

          (15) Indebtedness of the Company or any of its Restricted Subsidiaries
     represented by letters of credit for the account of the Company or such
     Restricted Subsidiary, as the case may be, issued in the ordinary course of
     business of the Company or such Restricted Subsidi-

<PAGE>

                                      -19-


     ary, including, without limitation, in order to provide security for
     workers' compensation claims or payment obligations in connection with
     self-insurance or similar requirements in the ordinary course of
     business and other Indebtedness with respect to workers' compensation
     claims, self-insurance obligations, performance, surety and similar
     bonds and completion guarantees provided by the Company or any
     Restricted Subsidiary of the Company in the ordinary course of business.

          For purposes of determining compliance with Section 4.09, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (15) above
or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage
Ratio provisions of Section 4.09, the Company shall, in its sole discretion,
classify (or later reclassify) such item of Indebtedness in any manner that
complies with Section 4.09. Accrual of interest, accretion or amortization of
original issue discount, the payment of interest on any Indebtedness in the form
of additional Indebtedness with the same terms, and the payment of dividends on
Disqualified Capital Stock in the form of additional shares of the same class of
Disqualified Capital Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Capital Stock for purposes of
Section 4.09.

          "PERMITTED INVESTMENTS" means:

          (1) Investments by the Company or any Restricted Subsidiary of the
     Company in any Restricted Subsidiary of the Company (whether existing on
     the Issue Date or created thereafter) or any Person (including by means of
     any transfer of cash or other property) if as a result of such Investment
     such Person shall become a Restricted Subsidiary of the Company or that
     will merge with or consolidate into the Company or a Restricted Subsidiary
     of the Company and Investments in the Company by any Restricted Subsidiary
     of the Company;

          (2) Investments in cash and Cash Equivalents;

          (3) loans and advances to employees and officers of the Company and
     its Restricted Subsidiaries for bona fide business purposes in an aggregate
     principal amount not to exceed $5.0 million at any one time outstanding;

          (4) Currency Agreements, Hedging Agreements and Interest Swap
     Obligations entered into in the ordinary course of business and otherwise
     in compliance with this Indenture;

          (5) Investments in securities of trade creditors or customers received
     pursuant to any plan of reorganization or similar arrangement upon the
     bankruptcy or insolvency of such trade creditors or customers or in good
     faith settlement of delinquent obligations of such trade creditors or
     customers;

          (6) Investments made by the Company or its Restricted Subsidiaries as
     a result of consideration received in connection with an Asset Sale made in
     compliance with Section 4.10;

<PAGE>

                                      -20-


          (7) Investments existing on the Issue Date;

          (8) accounts receivable created or acquired in the ordinary course of
     business;

          (9) guarantees by the Company or a Restricted Subsidiary of the
     Company permitted to be incurred under this Indenture;

          (10) additional Investments having an aggregate fair market value,
     taken together with all other Investments made pursuant to this clause (10)
     that are at that time outstanding, not to exceed $10.0 million (with the
     fair market value of each Investment being measured at the time made and
     without giving effect to subsequent changes in value);

          (11) any Investment by the Company or a Subsidiary of the Company in a
     Securitization Entity or any Investment by a Securitization Entity in any
     other Person in connection with a Qualified Securitization Transaction;
     PROVIDED that any Investment in a Securitization Entity is in the form of a
     Purchase Money Note or an equity interest; and

          (12) Investments the payment for which consists exclusively of
     Qualified Capital Stock of the Company.

          "PERMITTED LIENS" means the following types of Liens:

          (1) Liens for taxes, assessments or governmental charges or claims
     either

               (a) not delinquent; or

               (b) contested in good faith by appropriate proceedings and as to
          which the Company or the applicable Restricted Subsidiary has set
          aside on its books such reserves as may be required pursuant to GAAP;

          (2) statutory Liens of landlords and Liens of carriers, warehousemen,
     mechanics, suppliers, materialmen and repairmen and other Liens imposed by
     law incurred in the ordinary course of business for sums not yet delinquent
     or being contested in good faith, if such reserve or other appropriate
     provision, if any, as shall be required by GAAP shall have been made in
     respect thereof;

          (3) Liens incurred or deposits made in the ordinary course of business
     in connection with workers' compensation, unemployment insurance and other
     types of social security, including any Lien securing letters of credit
     issued in the ordinary course of business consistent with past practice in
     connection therewith, or to secure the performance of tenders, statutory
     obligations, surety and appeal bonds, bids, leases, government contracts,
     performance and return-of-money bonds and other similar obligations
     (exclusive of obligations for the payment of borrowed money);

          (4) judgment Liens not giving rise to an Event of Default;

<PAGE>

                                      -21-


          (5) easements, rights-of-way, zoning restrictions and other similar
     charges or encumbrances in respect of real property not interfering in any
     material respect with the ordinary conduct of the business of the Company
     or any of its Restricted Subsidiaries;

          (6) any interest or title of a lessor under any Capitalized Lease
     Obligation;

          (7) purchase money Liens to finance property or assets of the Company
     or any Restricted Subsidiary of the Company acquired, constructed or
     improved in the ordinary course of business; PROVIDED, HOWEVER, that

               (a) the related purchase money Indebtedness shall not exceed the
          cost of such property or assets and shall not be secured by any
          property or assets of the Company or any Restricted Subsidiary of the
          Company other than the property and assets so acquired, and

               (b) the Lien securing such Indebtedness shall be created within
          90 days of such acquisition;

          (8) Liens upon specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances issued or created for the account of such Person to facilitate
     the purchase, shipment or storage of such inventory or other goods;

          (9) Liens securing reimbursement obligations with respect to
     commercial letters of credit which encumber documents and other property
     relating to such letters of credit and products and proceeds thereof;

          (10) Liens encumbering deposits made to secure obligations arising
     from statutory, regulatory, contractual or warranty requirements of the
     Company or any of its Restricted Subsidiaries, including rights of offset
     and set-off;

          (11) Liens securing Interest Swap Obligations which Interest Swap
     Obligations relate to Indebtedness that is otherwise permitted under this
     Indenture;

          (12) Liens securing Indebtedness under Currency Agreements and Hedging
     Agreements;

          (13) Liens incurred in the ordinary course of business of the Company
     or any Restricted Subsidiary with respect to obligations that do not in the
     aggregate exceed $5.0 million at any one time outstanding;

          (14) Liens on assets transferred to a Securitization Entity or on
     assets of a Securitization Entity, in either case incurred in connection
     with a Qualified Securitization Transaction;

<PAGE>

                                      -22-


          (15) leases or subleases granted to others that do not materially
     interfere with the ordinary course of business of the Company and its
     Restricted Subsidiaries;

          (16) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

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

          (18) Liens securing Acquired Indebtedness incurred in compliance with
     Section 4.09;

          (19) Liens placed upon assets of a Restricted Subsidiary of the
     Company that is not a Guarantor to secure Indebtedness of such Restricted
     Subsidiary that is otherwise permitted under this Indenture; and

          (20) Liens existing on the Issue Date, together with any Liens
     securing Indebtedness incurred in reliance on clause (8) of the definition
     of Permitted Indebtedness in order to refinance the Indebtedness secured by
     Liens existing on the Issue Date; PROVIDED that the Liens securing the
     refinancing Indebtedness shall not extend to property other than that
     pledged under the Liens securing the Indebtedness being refinanced.

          "PERMITTED SUBSIDIARY PREFERRED STOCK" means any series of Preferred
Stock of a Restricted Subsidiary of the Company that constitutes Qualified
Capital Stock and has a fixed dividend rate, the liquidation value of all series
of which, when combined with the aggregate amount of Indebtedness of the Company
and its Restricted Subsidiaries incurred pursuant to clause (13) of the
definition of Permitted Indebtedness, does not exceed $7.5 million.

          "PERSON" means an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

          "PREFERRED STOCK" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.

          "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

          "PRODUCTIVE ASSETS" means assets (including Capital Stock) that are
used or usable by the Company and its Restricted Subsidiaries in Permitted
Businesses.

          "PURCHASE MONEY NOTE" means a promissory note of a Securitization
Entity evidencing a line of credit, which may be irrevocable, from the Company
or any Subsidiary of the Company

<PAGE>

                                      -22-


in connection with a Qualified Securitization Transaction to a Securitization
Entity, which note shall be repaid from cash available to the Securitization
Entity other than amounts required to be established as reserves pursuant to
agreements, amounts paid to investors in respect of interest and principal
and amounts paid in connection with the purchase of newly generated
receivables or newly acquired equipment.

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

          "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not
Disqualified Capital Stock.

          "QUALIFIED SECURITIZATION TRANSACTION" means any transaction or series
of transactions that may be entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell,
convey or otherwise transfer to:

          (1) a Securitization Entity (in the case of a transfer by the Company
     or any of its Restricted Subsidiaries); and

          (2) any other Person (in the case of a transfer by a Securitization
     Entity),

or may grant a security interest in any accounts receivable or equipment
(whether now existing or arising or acquired in the future) of the Company or
any of its Restricted Subsidiaries, and any assets related thereto, including,
without limitation, all collateral securing such accounts receivable and
equipment, all contracts and contract rights and all guarantees or other
obligations in respect of such accounts receivable and equipment, proceeds of
such accounts receivable and equipment and other assets (including contract
rights) which are customarily transferred or in respect of which security
interests are customarily granted in connection with assets securitization
transactions involving accounts receivable and equipment.

          "RECAPITALIZATION" means the recapitalization of the Company
consummated on the Issue Date.

          "REFINANCE" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

          "REFINANCING INDEBTEDNESS" means any Refinancing, modification,
replacement, restatement, refunding, deferral, extension, substitution,
supplement, reissuance or resale of existing or future Indebtedness (other than
intercompany Indebtedness), including any additional Indebtedness incurred to
pay interest or premiums required by the instruments governing such existing or
future Indebtedness as in effect at the time of issuance thereof ("REQUIRED
PREMIUMS") and fees in connection therewith; PROVIDED that any such event shall
not:

<PAGE>

                                    -24-

          (1) directly or indirectly result in an increase in the aggregate
     principal amount of Permitted Indebtedness, except to the extent such
     increase is a result of a simultaneous incurrence of additional
     Indebtedness:

               (a) to pay Required Premiums and related fees; or

               (b) otherwise permitted to be incurred under this Indenture; and

          (2) create Indebtedness with a Weighted Average Life to Maturity at
     the time such Indebtedness is incurred that is less than the Weighted
     Average Life to Maturity at such time of the Indebtedness being refinanced,
     modified, replaced, renewed, restated, refunded, deferred, extended,
     substituted, supplemented, reissued or resold.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of the Issue Date by and among the Company, the Guarantors
and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

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

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

          "REGULATION S PERMANENT GLOBAL NOTE" means a permanent global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Distribution Compliance Period.

          "REGULATION S TEMPORARY GLOBAL NOTE" means a temporary global Note in
the form of Exhibit A-2 hereto bearing the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.

          "RELATED PARTY" with respect to any Permitted Holder means:

          (a) (1) any spouse, sibling, parent or child of such Permitted Holder;
     or

          (2) the estate of any Permitted Holder during any period in which such
     estate holds Capital Stock of the Company for the benefit of any Person
     referred to in clause (a)(1); or

          (b) any trust, corporation, partnership, limited liability company or
     other entity, the beneficiaries, stockholders, partners, owners or Persons
     beneficially owning an interest of more than 50% of which consist of, or
     the sole managing partner or managing member of
<PAGE>

                                    -25-

     which is, one or more Permitted Holders and/or such other Persons
     referred to in the immediately preceding clause (a).

          "REPRESENTATIVE" means the indenture trustee or other trustee,
agent or representative in respect of any Designated Senior Debt; PROVIDED
that if, and for so long as, any Designated Senior Debt lacks such a
representative, then the Representative for such Designated Senior Debt shall
at all times constitute the holders of a majority in outstanding principal
amount of such Designated Senior Debt in respect of any Designated Senior
Debt.

          "RESPONSIBLE OFFICER," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

          "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the
Private Placement Legend.

          "RESTRICTED GLOBAL NOTE" means a Global Note bearing the Private
Placement Legend.

          "RESTRICTED SUBSIDIARY" of any Person means any Subsidiary of such
Person which at the time of determination is not an Unrestricted Subsidiary.

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

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

          "RULE 903" means Rule 903 promulgated under the Securities Act.

          "RULE 904" means Rule 904 promulgated under the Securities Act.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

          "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement with any Person or to which any such Person is a party providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date
or later acquired, which has been or is to be sold or transferred by the
Company or such Restricted Subsidiary to such Person or to any other Person
from whom funds have been or are to be advanced by such Person on the
security of such Property.

          "SEC" means the Securities and Exchange Commission.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.
<PAGE>

                                    -26-

          "SECURITIZATION ENTITY" means a Wholly Owned Subsidiary of the Company
(or another Person in which the Company or any Subsidiary of the Company makes
an Investment and to which the Company or any Subsidiary of the Company
transfers accounts receivable or equipment and related assets) which engages in
no activities other than in connection with the financing of accounts receivable
or equipment and which is designated by the Board of Directors of the Company
(as provided below) as a Securitization Entity:

          (1) no portion of the Indebtedness or any other Obligations
     (contingent or otherwise) of which

               (a) is guaranteed by the Company or any Restricted Subsidiary of
          the Company (excluding guarantees of Obligations (other than the
          principal of, and interest on, Indebtedness)) pursuant to Standard
          Securitization Undertakings;

               (b) is recourse to or obligates the Company or any Restricted
          Subsidiary of the Company in any way other than pursuant to Standard
          Securitization Undertakings; or

               (c) subjects any property or asset of the Company or any
          Restricted Subsidiary of the Company, directly or indirectly,
          contingently or otherwise, to the satisfaction thereof, other than
          pursuant to Standard Securitization Undertakings;

          (2) with which neither the Company nor any Restricted Subsidiary of
     the Company has any material contract, agreement, arrangement or
     understanding other than on terms no less favorable to the Company or such
     Restricted Subsidiary than those that might be obtained at the time from
     Persons that are not Affiliates of the Company, other than fees payable in
     the ordinary course of business in connection with servicing receivables of
     such entity; and

          (3) to which neither the Company nor any Restricted Subsidiary of the
     Company has any obligations to maintain or preserve such entity's financial
     condition or cause such entity to achieve certain levels of operating
     results.

          Any such designation by the Board of Directors of the Company shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complied with foregoing
conditions.

          "SENIOR DEBT" means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of the Company or any Guarantor, whether outstanding on the Issue
Date or thereafter created, incurred or assumed, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Notes or the
Guarantees of such Guarantor, as the case may be. Without limiting the
generality of the foregoing, "Senior Debt" shall
<PAGE>

                                    -27-

also include the principal of, premium, if any, interest (including any
interest accruing subsequent to the filing of a petition of bankruptcy at the
rate provided for in the documentation with respect thereto, whether or not
such interest is an allowed claim under applicable law) on, and all other
amounts owing in respect of:

          (x) all monetary obligations of every nature of the Company or any
     Guarantor under the New Credit Facility, including, without limitation,
     obligations to pay principal, premium and interest, reimbursement
     obligations under letters of credit, fees, expenses and indemnities (and
     guarantees thereof);

          (y) all Interest Swap Obligations (and guarantees thereof); and

          (z) all obligations (and guarantees thereof) under Currency Agreements
     and Hedging Agreements,

in each case whether outstanding on the Issue Date or thereafter incurred.

          Notwithstanding the foregoing, "Senior Debt" shall not include:

          (i) any Indebtedness of the Company or a Guarantor to the Company or
     to a Subsidiary of the Company;

          (ii) any Indebtedness to, or guaranteed on behalf of, any director,
     officer or employee of the Company or any Subsidiary of the Company
     (including, without limitation, amounts owed for compensation);

          (iii) Indebtedness and other amounts incurred to trade creditors in
     connection with obtaining goods, materials or services;

          (iv) Indebtedness represented by Disqualified Capital Stock;

          (v) any liability for federal, state, local or other taxes owed or
     owing by the Company or any Guarantor;

          (vi) that portion of any Indebtedness incurred in violation of Section
     4.09 (but, as to any such obligation, no such violation shall be deemed to
     exist for purposes of this clause (vi) if the holder(s) of such obligation
     or their representative and the Trustee shall have received an Officers'
     Certificate of the Company to the effect that the incurrence of such
     Indebtedness does not (or in the case of revolving credit indebtedness,
     that the incurrence of the entire committed amount thereof at the date on
     which the initial borrowing thereunder is made would not) violate such
     provisions of this Indenture);

          (vii) Indebtedness which, when incurred and without respect to any
     election under Section 1111(b) of Title 11, United States Code, is without
     recourse to the Company; and
<PAGE>

                                    -28-

          (viii) any Indebtedness which is, by its express terms, subordinated
     in right of payment to any other Indebtedness of the Company or such
     Guarantor, including, without limitation, the Convertible Subordinated
     Debentures.

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

          "SIGNIFICANT SUBSIDIARY" with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under
the Securities Act.

          "STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company which are reasonably customary in an accounts
receivable or equipment transaction.

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

          "STOCKHOLDERS AGREEMENTS" means those certain stockholders
agreements entered into in connection with the Recapitalization.

          "SUBSIDIARY" with respect to any Person, means:

          (1) any corporation of which the outstanding Capital Stock having at
     least a majority of the votes entitled to be cast in the election of
     directors under ordinary circumstances shall at the time be owned, directly
     or indirectly, by such Person; or

          (2) any other Person of which at least a majority of the voting
     interest under ordinary circumstances is at the time, directly or
     indirectly, owned by such Person.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA (except as provided for in Section 9.03).

          "TOTAL ASSETS" means the total consolidated assets of the Company
and its Restricted Subsidiaries, as set forth on the Company's most recent
consolidated balance sheet.

          "TRANSACTION DATE" has the meaning specified in the definition of
Consolidated Fixed Charge Coverage Ratio.
<PAGE>

                                    -29-

          "TRANSACTIONS" means the Recapitalization and the related financings,
including the refinancing of the Convertible Subordinated Debentures and other
existing indebtedness of the Company.

          "TRUST AGREEMENT" means the Amended and Restated Trust Agreement,
dated as of October 5, 1999, among the Company, as depositor, Firstar Bank N.A.
as property trustee, Mark A. Ferrucci as Delaware trustee, and the
administrative trustees named therein, as in effect on the Issue Date.

          "TRUST PREFERRED DOCUMENTS" means (i) the Trust Preferred Securities,
(ii) the Trust Agreement, (iii) the Trust Preferred Guarantee Agreement, and
(iv) the indenture governing the Convertible Subordinated Debentures.

          "TRUST PREFERRED GUARANTEE AGREEMENT" means the Guarantee Agreement,
dated as of October 5, 1999, between the Company and Firstar Bank, N.A. as
guarantee trustee thereunder, executed and delivered by the Company in favor of
the holders of the Trust Preferred Securities, as in effect on the Issue Date.

          "TRUST PREFERRED SECURITIES" means the preferred securities of Dayton
Superior Capital Trust, liquidation preference $20 per security, exchangeable in
certain circumstances for a portion (equal to the aggregate liquidation
preference of the preferred securities so exchanged) of the Convertible
Subordinated Debentures held by Dayton Superior Capital Trust.

          "TRUSTEE" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

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

          "UNRESTRICTED GLOBAL NOTE" means a permanent global Note in the form
of Exhibit A-1 attached hereto that bears the Global Note Legend and that has
the "Schedule of Exchanges of Interests in the Global Note" attached thereto,
and that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

          "UNRESTRICTED SUBSIDIARY" of any Person means:

          (1) any Subsidiary of such Person that at the time of determination
     shall be or continue to be designated an Unrestricted Subsidiary by the
     Board of Directors of such Person in the manner provided below; and

          (2) any Subsidiary of an Unrestricted Subsidiary.
<PAGE>

                                    -30-

          The Board of Directors may designate any Subsidiary (including any
newly acquired or newly formed Subsidiary) 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 other Subsidiary of the Company that
is not a Subsidiary of the Subsidiary to be so designated; PROVIDED that:

          (1) the Company certifies to the Trustee that such designation
     complies with Section 4.07; and

          (2) each Subsidiary to be so designated and each of its Subsidiaries
     has not at the time of designation, and does not thereafter, create, incur,
     issue, assume, guarantee or otherwise become directly or indirectly liable
     with respect to any Indebtedness pursuant to which the lender has recourse
     to any of the assets of the Company or any of its Restricted Subsidiaries.

          The Board of Directors may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary only if (x) immediately after giving effect to
such designation, the Company is able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section
4.09 and (y) immediately before and immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing. Any such designation by the Board of Directors of the Company
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. PERSON" means a U.S. person as defined in Rule 902(o) under
the Securities Act.

          "VOTING STOCK" of any Person as of any date means the Capital Stock
of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

          "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

          (1) the then outstanding aggregate principal amount of such
      Indebtedness into

          (2) the sum of the total of the products obtained by multiplying

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

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

          "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means any Wholly
Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary.
<PAGE>

                                    -31-

          "WHOLLY OWNED SUBSIDIARY" of any Person means any Subsidiary of
such Person of which all the outstanding voting securities (other than in the
case of a Restricted Subsidiary that is incorporated in a jurisdiction other
than a State in the United States or the District of Columbia, directors'
qualifying shares or an immaterial amount of shares required to be owned by
other Persons pursuant to applicable law) are owned by such Person or any
Wholly Owned Subsidiary of such Person.

SECTION 1.02.         OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                                         Defined in
                  Term                                                                    Section
                  ----                                                                    -------
         <S>                                                                             <C>
         "ACCELERATION NOTICE"...................................................            6.02
         "AFFILIATE TRANSACTION".................................................            4.11
         "BLOCKAGE PERIOD".......................................................           10.03
         "CHANGE OF CONTROL OFFER"...............................................            4.15
         "CHANGE OF CONTROL PAYMENT DATE"........................................            4.15
         "COVENANT DEFEASANCE"...................................................            8.03
         "DEFAULT NOTICE"........................................................           10.03
         "DTC"...................................................................            2.03
         "EVENT OF DEFAULT"......................................................            6.01
         "INCUR".................................................................            4.09
         "LEGAL DEFEASANCE"......................................................            8.02
         "NET PROCEEDS OFFER"....................................................            4.10
         "NET PROCEEDS OFFER AMOUNT".............................................            4.10
         "NET PROCEEDS OFFER PAYMENT DATE".......................................            4.10
         "NET PROCEEDS OFFER TRIGGER DATE".......................................            4.10
         "OFFER PERIOD"..........................................................            3.09
         "PAYING AGENT"..........................................................            2.03
         "PURCHASE DATE".........................................................            3.09
         "REFERENCE DATE"........................................................            4.07
         "REFUNDING CAPITAL STOCK"...............................................            4.07
         "REGISTRAR".............................................................            2.03
         "RESTRICTED PAYMENTS"...................................................            4.07
         "RETIRED CAPITAL STOCK".................................................            4.07
         "SURVIVING ENTITY"......................................................            5.01
</TABLE>

SECTION 1.03.         TRUST INDENTURE ACT DEFINITIONS.

          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;
<PAGE>

                                    -32-

          "INDENTURE SECURITY HOLDER" means a Holder of a Note;

          "INDENTURE TO BE QUALIFIED" means this Indenture;

          "INDENTURE TRUSTEE" or "institutional trustee" means the Trustee; and

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

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

SECTION 1.04.         RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

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

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

               (3) "or" is not exclusive;

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

               (5) provisions apply to successive events and transactions; and

               (6) references to sections of or rules under the Securities Act
          shall be deemed to include substitute, replacement of successor
          sections or rules adopted by the SEC from time to time.


                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01.         FORM AND DATING.

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

<PAGE>

                                    -33-

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

          (b)      GLOBAL NOTES. Notes issued in global form shall be
substantially in the form of Exhibit A-1 or A-2 (including the Global Note
Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" or "Schedule of Exchanges of Interests in the Regulation S Temporary
Global Note," as applicable, attached thereto). Notes issued in definitive
form shall be substantially in the form of Exhibit A-1 (but without the
Global Note Legend thereon and without the "Schedule of Exchanges of
Interests in the Global Note" or "Schedule of Exchanges of Interests in the
Regulation S Temporary Global Note," as applicable, attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby shall be
made by the Trustee or the Note Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by
Section 2.06.

          (c)      TEMPORARY GLOBAL NOTES. Notes offered and sold in reliance
on Regulation S shall be issued initially in the form of the Regulation S
Temporary Global Note, which shall be deposited on behalf of the purchasers
of the Notes represented thereby with the Trustee, at its New York office, as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary for the accounts of designated agents holding
on behalf of Euroclear or Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The Distribution
Compliance Period shall be terminated upon the receipt by the Trustee of (i)
a written certificate from the Depositary, together with copies of
certificates from Euroclear and Clearstream certifying that they have
received certification of non-United States beneficial ownership of 100% of
the aggregate principal amount of the Regulation S Temporary Global Note
(except to the extent of any beneficial owners thereof who acquired an
interest therein during the Distribution Compliance Period pursuant to
another exemption from registration under the Securities Act and who will
take delivery of a beneficial ownership interest in a 144A Global Note or an
IAI Global Note bearing a Private Placement Legend, all as contemplated by
Section 2.06(g)(i)), and (ii) an Officers' Certificate from the Company.
Following the termination of the Distribution Compliance Period, beneficial
interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in Regulation S Permanent Global Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary
Global Note and the Regulation S Permanent Global Notes may from time to time
be increased or decreased by adjustments made on the records of the Trustee
and the Depositary or its nominee, as the case may be, in connection with
transfers of interest as hereinafter provided.
<PAGE>

                                      -34-

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

SECTION 2.02.         EXECUTION AND AUTHENTICATION.

          One Officer shall sign the Notes for the Company by manual or
facsimile signature.

          If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

          A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

          The Trustee shall authenticate Notes for original issue in aggregate
principal amount not to exceed $170,000,000 (other than as provided in Section
2.07) in one or more series upon a written order of the Company in the form of
an Officers' Certificate. The Trustee shall authenticate Additional Notes
thereafter (so long as permitted by the terms of this Indenture) for original
issue upon a written order of the Company in the form of an Officers'
Certificate in aggregate principal amount as specified in such order (other than
as provided in Section 2.07). Each such written order shall specify the amount
of Notes to be authenticated, whether the Notes are to be Initial Notes,
Additional Notes or Exchange Notes and whether the Notes are to be issued as
Definitive Notes or Global Notes or such other information as the Trustee shall
reasonably request.

          The Notes shall be issued only in fully registered form, without
coupons and only in denominations of $1,000 and any integral multiple thereof.
All Notes issued under this Indenture shall vote and consent together on all
matters as one class and no series of Notes will have the right to vote or
consent as a separate class on any matter.

          The Trustee may appoint an authenticating agent acceptable to the
Company 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 agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

SECTION 2.03.         REGISTRAR AND PAYING AGENT.

          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("REGISTRAR") and an
office or agency where Notes may be presented for payment ("PAYING AGENT"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "REGISTRAR" includes any co-registrar and the term
"PAYING AGENT" in-

<PAGE>

                                      -35-

cludes any additional paying agent. The Company may change any Paying Agent
or Registrar without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any
of its Subsidiaries may act as Paying Agent or Registrar.

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

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

SECTION 2.04.         PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION 2.05.         HOLDER LISTS.

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

SECTION 2.06.         TRANSFER AND EXCHANGE.

          (a)      TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Company for Definitive Notes if (i) the Company delivers to the
Trustee notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not

<PAGE>

                                      -36-

appointed by the Company within 90 days after the date of such notice from
the Depositary or (ii) the Company in its sole discretion determines that the
Global Notes (in whole but not in part) should be exchanged for Definitive
Notes and delivers a written notice to such effect to the Trustee; PROVIDED
that in no event shall the Regulation S Temporary Global Note be exchanged by
the Company for Definitive Notes prior to (x) the expiration of the
Distribution Compliance Period and (y) the receipt by the Registrar of any
certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities
Act. Upon the occurrence of either of the preceding events in (i) or (ii)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a); however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b), (c) or
(f).

          (b)      TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

          (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; PROVIDED, HOWEVER,
     that prior to the expiration of the Distribution Compliance Period,
     transfers of beneficial interests in the Temporary Regulation S Global Note
     may not be made to a U.S. Person or for the account or benefit of a U.S.
     Person (other than an Initial Purchaser). Beneficial interests in any
     Unrestricted Global Note may be transferred to Persons who take delivery
     thereof in the form of a beneficial interest in an Unrestricted Global
     Note. No written orders or instructions shall be required to be delivered
     to the Registrar to effect the transfers described in this Section
     2.06(b)(i).

          (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN
     GLOBAL NOTES. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Depositary either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Partici-

<PAGE>

                                      -37-

     pant given to the Depositary in accordance with the Applicable Procedures
     directing the Depositary to cause to be issued a Definitive Note in an
     amount equal to the beneficial interest to be transferred or exchanged and
     (2) instructions given by the Depositary to the Registrar containing
     information regarding the Person in whose name such Definitive Note shall
     be registered to effect the transfer or exchange referred to in (1) above;
     PROVIDED that in no event shall Definitive Notes be issued upon the
     transfer or exchange of beneficial interests in the Regulation S Temporary
     Global Note prior to (x) the expiration of the Distribution Compliance
     Period and (y) the receipt by the Registrar of any certificates required
     pursuant to Rule 903 under the Securities Act. Upon consummation of an
     Exchange Offer by the Company in accordance with Section 2.06(f), the
     requirements of this Section 2.06(b)(ii) shall be deemed to have been
     satisfied upon receipt by the Registrar of the instructions contained in
     the Letter of Transmittal delivered by the Holder of such beneficial
     interests in the Restricted Global Notes. Upon satisfaction of all of the
     requirements for transfer or exchange of beneficial interests in Global
     Notes contained in this Indenture and the Notes or otherwise applicable
     under the Securities Act, the Trustee shall adjust the principal amount of
     the relevant Global Note(s) pursuant to Section 2.06(h).

          (iii) TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED GLOBAL
     NOTE. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(ii) above and the
     Registrar receives the following:

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

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

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

          (iv) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A RESTRICTED
     GLOBAL NOTE FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED GLOBAL NOTE. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(ii) above and:

<PAGE>

                                      -38-

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal or via the
          Depositary's book-entry system that it is not (1) a broker-dealer, (2)
          a Person participating in the distribution of the Exchange Notes or
          (3) a Person who is an affiliate (as defined in Rule 144) of the
          Company;

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

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

               (D) the Registrar receives the following:

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

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

          and, in each such case set forth in this subparagraph (D), if the
          Registrar or the Company so requests or if the Applicable Procedures
          so require, an Opinion of Counsel in form reasonably acceptable to the
          Registrar and the Company to the effect that such exchange or transfer
          is in compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of a written authentication order in
accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

<PAGE>

                                      -39-

          (c)      TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR DEFINITIVE
NOTES.

          (i) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO RESTRICTED
     DEFINITIVE NOTES. If any holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

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

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

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

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

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h), and the Company
shall execute and the Trustee shall authenticate and deliver to the Person
designated in the instructions a Definitive Note

<PAGE>

                                      -40-

in the appropriate principal amount. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.06(c) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest
in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear
the Private Placement Legend and shall be subject to all restrictions on
transfer contained therein.

          (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C), a beneficial
interest in the Regulation S Temporary Global Note may not be exchanged for a
Definitive Note or transferred to a Person who takes delivery thereof in the
form of a Definitive Note prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in
the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.

          (iii) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO UNRESTRICTED
DEFINITIVE NOTES. A holder of a beneficial interest in a Restricted Global Note
may exchange such beneficial interest for an Unrestricted Definitive Note or may
transfer such beneficial interest to a Person who takes delivery thereof in the
form of an Unrestricted Definitive Note only if:

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

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

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

               (D) the Registrar receives the following:

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

<PAGE>

                                      -41-

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

          and, in each such case set forth in this subparagraph (D), if the
          Registrar or the Company so requests or if the Applicable Procedures
          so require, an Opinion of Counsel in form reasonably acceptable to the
          Registrar and the Company to the effect that such exchange or transfer
          is in compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

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

          (d) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS.

          (i) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL NOTES. If any Holder of a Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note or to transfer
such Restricted Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in a Restricted Global Note, then, upon receipt by
the Registrar of the following documentation:

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

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

<PAGE>

                                      -42-

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

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

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

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

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

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

          (ii) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if:

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

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

<PAGE>

                                      -43-

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

               (D) the Registrar receives the following:

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

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

          and, in each such case set forth in this subparagraph (D), if the
          Registrar or the Company so requests or if the Applicable Procedures
          so require, an Opinion of Counsel in form reasonably acceptable to the
          Registrar and the Company to the effect that such exchange or transfer
          is in compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

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

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

          (e)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE
NOTES. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such

<PAGE>

                                      -44-


registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by his attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

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

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

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

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

          (ii) RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE NOTES. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

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

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

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

               (D) the Registrar receives the following:

<PAGE>

                                      -45-


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

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

          and, in each such case set forth in this subparagraph (D), if the
          Registrar or the Company so requests, an Opinion of Counsel in form
          reasonably acceptable to the Company and the Registrar to the effect
          that such exchange or transfer is in compliance with the Securities
          Act and that the restrictions on transfer contained herein and in the
          Private Placement Legend are no longer required in order to maintain
          compliance with the Securities Act.

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

          (f)      EXCHANGE OFFER. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amounts.

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

<PAGE>

                                      -46-


          (i) PRIVATE PLACEMENT LEGEND.

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

               "THIS SECURITY 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
               BELOW. BY ITS ACQUISITION HEREOF:

                    (1) EACH INITIAL PURCHASER AND ITS DIRECT TRANSFEREES
                    REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
                    (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT
                    IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
                    OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
                    SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL ACCREDITED
                    INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7)
                    UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR")),

                    (2) EACH HOLDER AGREES THAT IT WILL NOT WITHIN TWO YEARS
                    AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR
                    OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY
                    OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
                    QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
                    UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
                    ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES
                    (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO
                    THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
                    REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
                    ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN
                    BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE
                    THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE
                    WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
                    PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
                    144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN
                    ACCORDANCE

<PAGE>

                                      -47-


                    WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                    OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
                    COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO
                    AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
                    ACT AND

                    (3) EACH HOLDER AGREES THAT IT WILL GIVE TO EACH PERSON TO
                    WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
                    THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER
                    OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL
                    ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
                    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."

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

          (ii) GLOBAL NOTE LEGEND. Each Global Note shall bear a legend in
     substantially the following form:

          "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06
          OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
          NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
          GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
          TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF THE COMPANY."

<PAGE>

                                      -48-


          (iii) REGULATION S TEMPORARY GLOBAL NOTE LEGEND. The Regulation S
     Temporary Global Note shall bear a legend in substantially the following
     form:

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

          (iv) UNIT LEGEND. Each Note shall bear a legend in substantially the
     following form:

          "PRIOR TO THE SEPARABILITY DATE (AS DEFINED) THIS NOTE MAY NOT BE
          TRANSFERRED OR EXCHANGED WITHOUT THE SIMULTANEOUS TRANSFER OR EXCHANGE
          OF A WARRANT TO PURCHASE 0.68986 OF A COMMON SHARE (THE "WARRANTS")
          FOR EACH $1,000 PRINCIPAL AMOUNT OF NOTES BEING TRANSFERRED OR
          EXCHANGED. THE "SEPARABILITY DATE" SHALL MEAN THE EARLIEST OF (I)
          DECEMBER 18, 2000; (II) THE OCCURRENCE OF A CHANGE OF CONTROL OR AN
          EVENT OF DEFAULT; (III) THE DATE ON WHICH A REGISTRATION STATEMENT
          WITH RESPECT TO THE NOTES OR THE EXCHANGE NOTES IS DECLARED EFFECTIVE;
          (IV) IMMEDIATELY PRIOR TO THE REDEMPTION OF NOTES BY THE COMPANY WITH
          THE PROCEEDS OF AN EQUITY OFFERING; (V) THE CONSUMMATION OF AN INITIAL
          PUBLIC OFFERING OF THE COMPANY; OR (VI) SUCH EARLIER DATE AS MAY BE
          DETERMINED BY DEUTSCHE BANK SECURITIES INC. IN ITS SOLE DISCRETION."

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

<PAGE>

                                      -49-


          (h) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

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

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05).

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

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

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

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

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

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

<PAGE>

                                      -50-


SECTION 2.07.  REPLACEMENT NOTES.

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

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

SECTION 2.08.  OUTSTANDING NOTES.

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

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

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

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

SECTION 2.09.  TREASURY NOTES.

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

<PAGE>

                                      -51-


SECTION 2.10.  TEMPORARY NOTES.

          Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of a written authentication
order pursuant to Section 2.02, shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of certificated Notes but may have
variations that the Company considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes.

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

SECTION 2.11.  CANCELLATION.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall return
canceled Notes to the Company. Certification of the destruction of all canceled
Notes shall be delivered to the Company. Subject to Section 2.07, the Company
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

SECTION 2.12.  DEFAULTED INTEREST.

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

SECTION 2.13.  CUSIP NUMBERS.

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

<PAGE>

                                      -52-


                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

SECTION 3.01.  NOTICES TO TRUSTEE.

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at least
30 days but not more than 60 days before a redemption date an Officers'
Certificate setting forth (i) the clause of Section 3.07 pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the redemption price,
(iv) the CUSIP numbers of the Notes to be redeemed and (v) that such redemption
will comply with the conditions contained in this Article 3.

SECTION 3.02.  SELECTION OF NOTES TO BE REDEEMED.

          If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a PRO RATA basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate.
Notwithstanding the foregoing, if less than all of the Notes are to be redeemed
pursuant to Section 3.07(b) or purchased pursuant to Section 3.09, the Trustee
shall select the Notes to be redeemed among the Holders of the Notes PRO RATA
basis or on as nearly a PRO RATA basis as is practicable. In the event of
partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount to be redeemed. Notes and portions of Notes
selected shall be in amounts of $1,000 or whole multiples of $1,000. The
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03.  NOTICE OF REDEMPTION.

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

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

          (a) the redemption date;

<PAGE>

                                      -53-

          (b) the redemption price and the amount of accrued and unpaid
     interest, if any, to be paid;

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

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

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

          (f) that, unless the Company defaults in making such redemption
     payment, interest on 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 upon surrender of the applicable
     Note to the Paying Agent;

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

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

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

SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.

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

SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.

          On or before 10:00 a.m. New York City time on the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption price of and accrued interest on all Notes to be redeemed
on that date. The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the Company
in excess of the amounts necessary to pay the redemption price of, and accrued
interest on, all Notes to be redeemed.

<PAGE>

                                    -54-

          If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue
on the Notes or the portions of Notes called for redemption unless the
payment thereof is prohibited by the provisions of Article 10. If a Note is
redeemed on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest shall be paid to
the Person in whose name such Note was registered at the close of business on
such record date. If any Note called for redemption shall not be so paid upon
surrender for redemption because of the failure of the Company to comply with
the preceding paragraph, interest shall be paid on the unpaid principal, from
the redemption date until such principal is paid, and to the extent lawful on
any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01.

SECTION 3.06.         NOTES REDEEMED IN PART.

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

SECTION 3.07.         OPTIONAL REDEMPTION.

          (a)      Except as provided in paragraph (b) below, the Notes shall
not be redeemable at the Company's option prior to June 15, 2007. Thereafter,
the Notes shall be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal
amount thereof) set forth below plus accrued and unpaid interest and
Additional Interest thereon, if any, to the applicable redemption date, if
redeemed during the twelve-month period commencing on June 15 of the years
set forth below:

<TABLE>
<CAPTION>
                                                             Percentage
                                                            of Principal
                  Year                                         Amount
                  ----                                      ------------
                  <S>                                       <C>

                  2007......................................  102.167%
                  2008 and thereafter.......................  100.000%
</TABLE>

          (b)      Notwithstanding the foregoing, prior to June 15, 2003, the
Company may on any one or more occasions redeem up to 25% of the principal
amount of Initial Notes and Additional Notes issued under this Indenture at a
redemption price of 113.0% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest, if any, thereon to the redemption
date, with the net cash proceeds of one or more Equity Offerings; PROVIDED
that at least 75% of the aggregate principal amount of Initial Notes and
Additional Notes issued under this Indenture remains outstanding immediately
after the occurrence of such redemption (excluding Notes held by the Company
and its Subsidiaries); and PROVIDED FURTHER that such redemption shall occur
within 90 days after the consummation of any such Equity Offering.
<PAGE>

                                    -55-

          (c)      Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06.

SECTION 3.08.     MANDATORY REDEMPTION.

          The Company shall not be required to make mandatory redemption
payments with respect to the Notes.

SECTION 3.09.     OFFER TO PURCHASE BY APPLICATION OF NET PROCEEDS OFFER AMOUNT.

          In the event that the Company shall be required to commence a Net
Proceeds Offer pursuant to Section 4.10, it shall follow the procedures
specified below.

          The Net Proceeds Offer shall remain open for a period of 20 Business
Days following its commencement or such longer period as may be required by
applicable law (the "OFFER PERIOD"). No later than five Business Days after the
termination of the Offer Period (the "PURCHASE DATE"), the Company shall
purchase the Net Proceeds Offer Amount except as provided in Section 3.02 or, if
Notes in an aggregate principal amount less than the Net Proceeds Offer Amount
have been tendered, all Notes validly tendered in response to the Net Proceeds
Offer. Payment for any Notes so purchased shall be made in the same manner as
interest payments are made.

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

          Upon the commencement of a Net Proceeds Offer, the Company shall send,
by first-class mail, a notice of such Net Proceeds Offer to the Trustee and each
of the Holders, with a copy to the Trustee. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Net Proceeds Offer. The Net Proceeds Offer shall be made to all
Holders. The notice, which shall govern the terms of the Net Proceeds Offer,
shall state:

          (a) that the Net Proceeds Offer is being made pursuant to this Section
     3.09 and Section 4.10 and the length of time the Net Proceeds Offer shall
     remain open;

          (b) the Net Proceeds Offer Amount, the purchase price and the Purchase
     Date;

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

          (d) that, unless the Company defaults in making such payment, any Note
     accepted for payment pursuant to the Net Proceeds Offer shall cease to
     accrue interest after the Purchase Date and the only remaining right of the
     Holder is to receive payment of the purchase price upon surrender of the
     applicable Note to the Paying Agent;
<PAGE>

                                    -56-

          (e) that Holders electing to have a portion of a Note purchased
     pursuant to a Net Proceeds Offer may only elect to have such Note purchased
     in integral multiples of $1,000;

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

          (g) that Holders shall be entitled to withdraw their election if the
     Company, the depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, a telegram, telex,
     facsimile transmission or letter setting forth the name of the Holder, the
     principal amount of the Note the Holder delivered for purchase and a
     statement that such Holder is withdrawing his election to have such Note
     purchased;

          (h) that, if the aggregate principal amount of Notes surrendered by
     Holders exceeds the Offer Amount, the Company shall select the Notes to be
     purchased on a PRO RATA basis (based on amounts tendered and with such
     adjustments as may be deemed appropriate by the Company so that only Notes
     in denominations of $1,000, or integral multiples thereof, shall be
     purchased); and

          (i) that Holders whose Notes were purchased only in part shall be
     issued a new Note or Notes in principal amount equal to the unpurchased
     portion of the Notes surrendered (or transferred by book-entry transfer) in
     the name of the Holder thereof upon cancellation of the original Note.

          On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a PRO RATA basis to the extent necessary and,
except as provided in Section 3.02, the Net Proceeds Offer Amount of Notes or
portions thereof validly tendered pursuant to the Net Proceeds Offer, or if
less than the Net Proceeds Offer Amount has been validly tendered, all Notes
or portions thereof validly tendered, and shall deliver to the Trustee an
Officers' Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this
Section 3.09. The Company, the Depositary or the Paying Agent, as the case
may be, shall promptly (but in any case not later than five days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company shall authenticate and
mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof.
The Company shall publicly announce the results of the Net Proceeds Offer on
the Purchase Date.

          Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 and Section 4.10 shall be made
pursuant to the provisions of Sections 3.01 through 3.06.
<PAGE>

                                    -57-

          To the extent that the provisions of any securities laws or
regulations conflict with this Section 3.09 or Section 4.10, the Company
shall comply with the applicable securities laws and regulations and shall
not be deemed to have breached its obligations under this Section 3.09 or
Section 4.10.

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01.         PAYMENT OF NOTES.

          The Company shall pay or cause to be paid the principal amount,
premium, if any, and interest and Additional Interest, if any, on the Notes
on the dates and in the manner provided in the Notes. Principal amount,
premium, if any, and interest and Additional Interest, if any, shall be
considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the
due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal amount, premium, if any,
and interest and Additional Interest, if any, then due unless the provisions
of Article 10 hereof prohibit such payment. The Company shall pay all
Additional Interest, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest and Additional Interest (without regard to any applicable grace
period) at the same rate to the extent lawful.

SECTION 4.02.         MAINTENANCE OF OFFICE OR AGENCY.

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

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
PROVIDED, HOWEVER, that no such designation or rescission shall
<PAGE>

                                    -58-

in any manner relieve the Company of its obligation to maintain an office or
agency in the Borough of Manhattan, The City of New York for such purposes.
The Company shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

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

SECTION 4.03.         REPORTS TO HOLDERS.

          (a)      Whether or not required by the rules and regulations of
the SEC, so long as any Notes are outstanding, the Company shall furnish to
the Holders of Notes:

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
     the Company were required to file such forms, including a "Management's
     Discussion and Analysis of Financial Condition and Results of Operations"
     that describes the financial condition and results of operations of the
     Company and its consolidated Subsidiaries (showing in reasonable detail,
     either on the face of the financial statements or in the footnotes thereto
     and in "Management's Discussion and Analysis of Financial Condition and
     Results of Operations," the financial condition and results of operations
     of the Company and its Restricted Subsidiaries separate from the financial
     condition and results of operations of the Unrestricted Subsidiaries of the
     Company) and, with respect to the annual information only, a report thereon
     by the Company's certified independent accountants; and

          (2) all current reports that would be required to be filed with the
     SEC on Form 8-K if the Company were required to file such reports, in each
     case, within the time periods specified in the SEC's rules and regulations.

          In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the SEC, the Company shall file a copy of all
such information and reports with the SEC for public availability within the
time periods specified in the SEC's rules and regulations (unless the SEC
will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company shall
at all times comply with TIA Section 314(a). In addition, for so long as any
Notes remain outstanding, the Company shall furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

SECTION 4.04.         COMPLIANCE CERTIFICATE.

          (a)      The Company and each Guarantor (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within
90 days after the end of each fiscal year, an Officers' Certificate stating
that a review of the activities of the Company and its Subsidiaries during
the preceding fiscal year has been made under the supervision of the signing
Officers with a view to
<PAGE>
                                    -59-

determining whether the Company has kept, observed, performed and fulfilled
its obligations under this Indenture, and further stating, as to each such
Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with
respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of
the principal of or interest, if any, on the Notes is prohibited or if such
event has occurred, a description of the event and what action the Company is
taking or proposes to take with respect thereto. For purposes of this
paragraph, such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.

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

          (c)      The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming
aware of any Default or Event of Default, an Officers' Certificate specifying
such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.

SECTION 4.05.         PAYMENT OF TAXES.

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments and governmental
levies except such as are contested in good faith and by appropriate
proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.

SECTION 4.06.         STAY, EXTENSION AND USURY LAWS.

          The Company and each of the Guarantors covenants (to the extent
that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter
in force, that may affect the covenants or the performance of this Indenture;
and the Company and each of the Guarantors (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder,
de-
<PAGE>

                                    -60-

lay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such
law has been enacted.

SECTION 4.07.         LIMITATION ON RESTRICTED PAYMENTS.

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

          (1) declare or pay any dividend or make any distribution (other than
     dividends or distributions payable in Qualified Capital Stock of the
     Company) on or in respect of shares of the Company's Capital Stock to
     holders of such Capital Stock;

          (2) purchase, redeem or otherwise acquire or retire for value any
     Capital Stock of the Company or any direct or indirect parent of the
     Company or any warrants, rights or options to purchase or acquire shares of
     any class of such Capital Stock;

          (3) make any principal payment on, purchase, defease, redeem, prepay,
     decrease or otherwise acquire or retire for value, prior to any scheduled
     final maturity, scheduled repayment or scheduled sinking fund payment, any
     Indebtedness of the Company that is subordinate or junior in right of
     payment to the Notes; or

          (4) make any Investment (other than Permitted Investments) (each of
     the foregoing actions set forth in clauses (1), (2), (3) and (4) being
     referred to as a "RESTRICTED PAYMENT")),

if at the time of such Restricted Payment or immediately after giving effect
thereto:

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

               (ii) the Company is not able to incur at least $1.00 of
          additional Indebtedness (other than Permitted Indebtedness) in
          compliance with Section 4.09; or

               (iii) the aggregate amount of Restricted Payments (including such
          proposed Restricted Payment) made subsequent to the Issue Date (other
          than Restricted Payments made pursuant to clauses (2)(i), (3), (4),
          (5), (6), (7) and (8) of the following paragraph) (the amount expanded
          for such purposes, if other than in cash, being the fair market value
          of such property as determined in good faith by the Board of Directors
          of the Company) shall exceed the sum, without duplication, of:

            (w) 50% of the cumulative Consolidated Net Income (or if
          cumulative Consolidated Net Income shall be a loss, minus 100% of such
          loss) of the Company earned subsequent to the beginning of the first
          fiscal quarter commencing after the Issue Date and on or prior to the
          date the Restricted Payment occurs (the "REFERENCE DATE") (treating
          such period as a single accounting period); PLUS

<PAGE>

                                    -61-



            (x) 100% of the aggregate net proceeds (including the fair market
          value of property other than cash that would constitute Marketable
          Securities or a Permitted Business) received by the Company from any
          Person (other than a Subsidiary of the Company) from the issuance and
          sale subsequent to the Issue Date and on or prior to the Reference
          Date of Qualified Capital Stock of the Company; PLUS

            (y) without duplication of any amounts included in clause
          (iii)(x) above, 100% of the aggregate net cash proceeds of any equity
          contribution received by the Company from a holder of the Company's
          Capital Stock (excluding, in the case of clauses (iii)(x) and (y), any
          net cash proceeds from an Equity Offering to the extent used to redeem
          the Notes in compliance with the provisions set forth under Section
          3.07(b)); PLUS

            (z) 100% of the aggregate net proceeds (including the fair market
          value of property other than cash that would constitute Marketable
          Securities or a Permitted Business) of any (A) sale or other
          disposition of any Investment (other than a Permitted Investment) made
          by the Company and its Restricted Subsidiaries or (B) dividend from,
          or the sale of the stock of, an Unrestricted Subsidiary.

          Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph shall not prohibit:

          (1) the payment of any dividend or the consummation of any irrevocable
     redemption within 60 days after the date of declaration of such dividend or
     notice of such redemption if the dividend or payment of the redemption
     price, as the case may be, would have been permitted on the date of
     declaration or notice;

          (2) if no Default or Event of Default shall have occurred and be
     continuing or shall occur as a consequence thereof, the acquisition of any
     shares of Capital Stock of the Company (the "RETIRED CAPITAL STOCK") either
     (i) solely in exchange for shares of Qualified Capital Stock of the Company
     (the "REFUNDING CAPITAL STOCK") or (ii) through the application of net
     proceeds of a substantially concurrent sale for cash (other than to a
     Subsidiary of the Company) of shares of Qualified Capital Stock of the
     Company and, in the case of subclause (i) of this clause (2), if
     immediately prior to the retirement of the Retired Capital Stock the
     declaration and payment of dividends thereon was permitted under clause (4)
     of this paragraph, the declaration and payment of dividends on the
     Refunding Capital Stock in an aggregate amount per year no greater than the
     aggregate amount of dividends per annum that was declarable and payable on
     such Retired Capital Stock immediately prior to such retirement; PROVIDED
     that at the time of the declaration of any such dividends on the Refunding
     Capital Stock, no Default or Event of Default shall have occurred and be
     continuing or shall occur as a consequence thereof;

          (3) if no Default or Event of Default shall have occurred and be
     continuing or shall occur as a consequence thereof, the acquisition of any
     Indebtedness of the Company that
<PAGE>

                                    -62-

     is subordinate or junior in right of payment to the Notes either (i)
     solely in exchange for shares of Qualified Capital Stock of the Company
     or (ii) through the application of net proceeds of a substantially
     concurrent sale for cash (other than to a Subsidiary of the Company) of
     (A) shares of Qualified Capital Stock of the Company or (B) Refinancing
     Indebtedness;

          (4) if no Default or Event of Default shall have occurred and be
     continuing or shall occur as a consequence thereof, the declaration and
     payment of dividends to holders of any class or series of Designated
     Preferred Stock (other than Disqualified Capital Stock) issued after the
     Issue Date (including, without limitation, the declaration and payment of
     dividends on Refunding Capital Stock in excess of the dividends declarable
     and payable thereon pursuant to clause (2) of this paragraph); PROVIDED
     that, at the time of such issuance, the Company, after giving effect to
     such issuance on a pro forma basis, would have been able to incur $1.00 of
     additional Indebtedness (other than Permitted Indebtedness) in compliance
     with Section 4.09 hereof;

          (5) if no Default or Event of Default shall have occurred and be
     continuing or shall occur as a consequence thereof, the redemption or
     repurchase of the Company's common equity or options in respect thereof, in
     each case in connection with the repurchase provisions of employee stock
     option or stock purchase agreements or other agreements to compensate
     management employees; PROVIDED that all such redemptions or repurchases
     pursuant to this clause (5) shall not exceed $2.5 million (with unused
     amounts in any fiscal year being carried over to succeeding fiscal years
     subject to a maximum of $5.0 million in any fiscal year) in any fiscal year
     (which amount shall be increased by the amount of any net cash proceeds
     received from the sale since the Issue Date of Capital Stock (other than
     Disqualified Capital Stock) to members of the Company's management team
     that have not otherwise been applied to the payment of Restricted Payments
     pursuant to the terms of clause (iii) of the immediately preceding
     paragraph and by the cash proceeds of any "key-man" life insurance policies
     that are used to make such redemptions or repurchases); PROVIDED, FURTHER,
     that the cancellation of Indebtedness owing to the Company from members of
     management of the Company or any of its Restricted Subsidiaries in
     connection with any repurchase of Capital Stock of the Company (or warrants
     or options or rights to acquire such Capital Stock) will not be deemed to
     constitute a Restricted Payment under this Indenture;

          (6) repurchases of Capital Stock deemed to occur upon the exercise of
     stock options if such Capital Stock represents a portion of the exercise
     price thereof;

          (7) if no Default or Event of Default shall have occurred and be
     continuing or shall occur as a consequence thereof, other Restricted
     Payments in an aggregate amount not to exceed $5.0 million; and

          (8) payments to holders of Trust Preferred Securities and/or
     Convertible Subordinated Debentures who elected to convert their Trust
     Preferred Securities and/or Convertible Subordinated Debentures into the
     right to receive cash in accordance with the Trust Preferred
<PAGE>

                                    -63-

     Documents and the documents governing the Recapitalization and other
     payments in connection with the Recapitalization and the documents
     governing the Recapitalization.

          In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (iii) of the
immediately preceding paragraph, (a) amounts expended pursuant to clauses (1)
and (2)(ii) shall be included in such calculation, and (b) amounts expended
pursuant to clauses (2)(i), (3), (4), (5), (6), (7) and (8) shall be excluded
from such calculation.

SECTION 4.08. LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
              RESTRICTED SUBSIDIARIES.

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

          (1) pay dividends or make any other distributions on or in respect of
     its Capital Stock;

          (2) make loans or advances or pay any Indebtedness or other obligation
     owed to the Company or any other Restricted Subsidiary of the Company; or

          (3) transfer any of its property or assets to the Company or any other
     Restricted Subsidiary of the Company, except for such encumbrances or
     restrictions existing under or by reason of:

               (A) applicable law;

               (B) the Notes or this Indenture;

               (C) non-assignment provisions of any contract or any lease of any
          Restricted Subsidiary of the Company entered into in the ordinary
          course of business;

               (D) any instrument governing Acquired Indebtedness, which
          encumbrance or restriction is not applicable to any Person, or the
          properties or assets of any Person, other than the Person or the
          properties or assets of the Person so acquired;

               (E) the New Credit Facility;

               (F) agreements existing on the Issue Date to the extent and in
          the manner such agreements are in effect on the Issue Date;

               (G) restrictions on the transfer of assets subject to any Lien
          permitted under this Indenture imposed by the holder of such Lien;
<PAGE>

                                     -64-


               (H) restrictions imposed by any agreement to sell assets or
          Capital Stock permitted under this Indenture to any Person pending the
          closing of such sale;

               (I) any agreement or instrument governing Capital Stock of any
          Person that is acquired;

               (J) any Purchase Money Note or other Indebtedness or other
          contractual requirements of a Securitization Entity in connection with
          a Qualified Securitization Transaction; provided that such
          restrictions apply only to such Securitization Entity;

               (K) other Indebtedness or Permitted Subsidiary Preferred Stock
          outstanding on the Issue Date or permitted to be issued or incurred
          under this Indenture; PROVIDED that any such restrictions are ordinary
          and customary with respect to the type of Indebtedness being incurred
          or Preferred Stock being issued (under the relevant circumstances);

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

               (M) any encumbrances or restrictions imposed by any amendments,
          modifications, restatements, renewals, increases, supplements,
          refundings, replacements or refinancings of the contracts, instruments
          or obligations referred to in clauses (A) through (L) above; PROVIDED
          that such amendments, modifications, restatements, renewals,
          increases, supplements, refundings, replacements or refinancings are,
          in the good faith judgment of the Company's Board of Directors
          (evidenced by a Board Resolution) whose judgment shall be conclusively
          binding, not materially more restrictive with respect to such dividend
          and other payment restrictions than those contained in the dividend or
          other payment restrictions prior to such amendment, modification,
          restatement, renewal, increase, supplement, refunding, replacement or
          refinancing.

SECTION 4.09.  LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect
to, or otherwise become responsible for payment of (collectively, "INCUR")
any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that
if no Default or Event of Default shall have occurred and be continuing at
the time or as a consequence of the incurrence of any such Indebtedness, the
Company and the Guarantors may incur Indebtedness (including, without
limitation, Acquired Indebtedness) and Restricted Subsidiaries of the Company
that are not Guarantors may incur Acquired Indebtedness, in each case if on
the date of the incurrence of such Indebtedness, after giving effect to the
incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the
Company would have been greater than 2.0 to 1.0 if such Indebtedness is
incurred on or prior to June 15, 2002, or 2.25 to 1.0 if such Indebtedness is
incurred thereafter.

<PAGE>

                                     -65-


SECTION 4.10.  LIMITATION ON ASSET SALES.

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

          (1) the Company or the applicable Restricted Subsidiary, as the case
     may be, receives consideration at the time of such Asset Sale at least
     equal to the fair market value of the assets sold or otherwise disposed of
     (as determined in good faith by the Company's Board of Directors);

          (2) at least 75% of the consideration received by the Company or the
     Restricted Subsidiary, as the case may be, from such Asset Sale shall be in
     the form of cash or Cash Equivalents and shall be received at the time of
     such disposition; PROVIDED that the amount of:

               (A) liabilities (as shown on the Company's or such Restricted
          Subsidiary's most recent balance sheet) of the Company or any such
          Restricted Subsidiary (other than liabilities that are by their terms
          subordinated to the Notes) that are assumed by the transferee of any
          such assets;

               (B) any notes or other obligations received by the Company or any
          such Restricted Subsidiary from such transferee that are converted by
          the Company or such Restricted Subsidiary into cash within 90 days of
          the receipt thereof (to the extent of the cash received); and

               (C) any Designated Noncash Consideration received by the Company
          or any of its Restricted Subsidiaries in such Asset Sale having an
          aggregate fair market value, when taken together with all other
          Designated Noncash Consideration received pursuant to this clause (C)
          that is at that time outstanding, not to exceed 5% of Total Assets at
          the time of the receipt of such Designated Noncash Consideration (with
          the fair market value of each item of Designated Noncash Consideration
          being measured at the time received and without giving effect to
          subsequent changes in value),

     shall be deemed to be cash for the purposes of this provision or for
     purposes of the second paragraph of this Section 4.10; and

          (3) upon the consummation of an Asset Sale, the Company shall apply,
     or cause such Restricted Subsidiary to apply, the Net Cash Proceeds
     relating to such Asset Sale within 365 days of receipt thereof either:

               (A) to prepay any Senior Debt or Indebtedness of a Restricted
          Subsidiary that is not a Guarantor and, in the case of any such
          Indebtedness under any revolving credit facility, effect a
          corresponding reduction in the availability under such revolving
          credit facility (or effect a permanent reduction in the availability
          under such

<PAGE>

                                     -66-


          revolving credit facility regardless of the fact that no prepayment is
          required in order to do so (in which case no prepayment shall be
          required)),

               (B) to reinvest in Productive Assets, or

               (C) a combination of prepayment and investment permitted by the
          foregoing clauses (A) and (B).

          Pending the final application of any such Net Cash Proceeds, the
Company or such Restricted Subsidiary may temporarily reduce Indebtedness
under a revolving credit facility, if any, or otherwise invest such Net Cash
Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such
earlier date, if any, as the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating
to such Asset Sale as set forth in clauses (3)(A), (3)(B) or (3)(C) of the
preceding paragraph (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such
aggregate amount of Net Cash Proceeds which have not been so applied on or
before such Net Proceeds Offer Trigger Date (each, a "NET PROCEEDS OFFER
AMOUNT") shall be applied by the Company or such Restricted Subsidiary to
make an offer to purchase (the "NET PROCEEDS OFFER") on a date (the "NET
PROCEEDS OFFER PAYMENT DATE") not less than 30 nor more than 60 days
following the applicable Net Proceeds Offer Trigger Date, from all Holders on
a PRO RATA basis, the maximum amount of Notes that may be purchased with the
Net Proceeds Offer Amount at a price equal to 100% of the principal amount of
the Notes to be purchased, plus accrued and unpaid interest thereon, if any,
to the date of purchase; PROVIDED, HOWEVER, that if at any time any non-cash
consideration (including any Designated Noncash Consideration) received by
the Company or any Restricted Subsidiary of the Company, as the case may be,
in connection with any Asset Sale is converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then such conversion or disposition shall be deemed
to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall
be applied in accordance with this Section 4.10. Notwithstanding the
foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the
application of the Net Cash Proceeds constituting such Net Proceeds Offer
Amount to a Net Proceeds Offer may be deferred until such time as such Net
Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer
Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to
such initial Net Proceeds Offer Amount from all Asset Sales by the Company
and its Restricted Subsidiaries aggregate at least $10.0 million, at which
time the Company or such Restricted Subsidiary shall apply all Net Cash
Proceeds constituting all Net Proceeds Offer Amounts that have been so
deferred to make a Net Proceeds Offer (the first date the aggregate of all
such deferred Net Proceeds Offer Amounts is equal to $10.0 million or more
shall be deemed to be a Net Proceeds Offer Trigger Date).

          Notwithstanding the immediately preceding paragraph, the Company
and its Restricted Subsidiaries will be permitted to consummate an Asset Sale
without complying with such paragraph to the extent that:

          (1) at least 75% of the consideration for such Asset Sale constitutes
     Productive Assets, cash and/or Cash Equivalents; and

<PAGE>

                                     -67-


          (2) such Asset Sale is for fair market value; PROVIDED that any
     consideration consisting of cash and/or Cash Equivalents received by the
     Company or any of its Restricted Subsidiaries in connection with any Asset
     Sale permitted to be consummated under this paragraph shall constitute Net
     Cash Proceeds subject to the provisions of the preceding paragraph.

          Each Net Proceeds Offer will be mailed to the record Holders as
shown on the register of Holders within 30 days following the Net Proceeds
Offer Trigger Date, with a copy to the Trustee, and shall comply with the
procedures set forth in Section 3.09. To the extent that the aggregate amount
of Notes tendered pursuant to a Net Proceeds Offer is less than the Net
Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer
Amount for general corporate purposes or for any other purpose not prohibited
by this Indenture. Upon completion of any such Net Proceeds Offer, the Net
Proceeds Offer Amount shall be reset at zero.

          The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to
the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of this Section 4.10, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.10 by virtue thereof.

SECTION 4.11.  LIMITATION ON TRANSACTIONS WITH AFFILIATES.

          (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
occur any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(an "AFFILIATE TRANSACTION"), other than Affiliate Transactions on terms that
are not materially less favorable than those that might reasonably have been
obtained in a comparable transaction at such time on an arm's-length basis
from a Person that is not an Affiliate of the Company; PROVIDED, HOWEVER,
that for an Affiliate Transaction with an aggregate value of $2.5 million or
more, at the Company's option, either:

          (1) a majority of the disinterested members of the Board of Directors
     of the Company shall determine in good faith that such Affiliate
     Transaction is on terms that are not materially less favorable than those
     that might reasonably have been obtained in a comparable transaction at
     such time on an arm's-length basis from a Person that is not an Affiliate
     of the Company; or

          (2) the Board of Directors of the Company or any such Restricted
     Subsidiary party to such Affiliate Transaction shall obtain an opinion from
     a nationally recognized investment banking, appraisal or accounting firm
     that such Affiliate Transaction is on terms that are not materially less
     favorable than those that might reasonably have been obtained in a
     comparable transaction at such time on an arm's-length basis from a Person
     that is not an Affiliate of the Company;

<PAGE>

                                     -68-


and PROVIDED, FURTHER, that for an Affiliate Transaction with an aggregate
value of $10.0 million or more the Board of Directors of the Company or any
such Restricted Subsidiary party to such Affiliate Transaction shall obtain
an opinion from a nationally recognized investment banking, appraisal or
accounting firm that such Affiliate Transaction is on terms not materially
less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm's-length basis from a Person
that is not an Affiliate of the Company.

          (b) The restrictions set forth in Section 4.11(a) shall not apply to:

          (1) reasonable fees and compensation paid to, and indemnity provided
     on behalf of, officers, directors, employees or consultants of the Company
     or any Restricted Subsidiary of the Company as determined in good faith by
     the Company's Board of Directors or senior management;

          (2) transactions exclusively between or among the Company and any of
     its Restricted Subsidiaries or exclusively between or among such Restricted
     Subsidiaries, PROVIDED such transactions are not otherwise prohibited by
     this Indenture;

          (3) any agreement as in effect as of the Issue Date or any amendment
     thereto or any transaction contemplated thereby (including pursuant to any
     amendment thereto) in any replacement agreement thereto so long as any such
     amendment or replacement agreement is not more disadvantageous to the
     Holders in any material respect than the original agreement as in effect on
     the Issue Date;

          (4) Restricted Payments or Permitted Investments permitted by this
     Indenture;

          (5) transactions effected as part of a Qualified Securitization
     Transaction;

          (6) the payment of customary annual management, consulting and
     advisory fees and related expenses to the Permitted Holders and their
     Affiliates made pursuant to any financial advisory, financing, underwriting
     or placement agreement or in respect of other investment banking
     activities, including, without limitation, in connection with acquisitions
     or divestitures which are approved by the Board of Directors of the Company
     or such Restricted Subsidiary in good faith;

          (7) payments or loans to employees or consultants that are approved by
     the Board of Directors of the Company in good faith;

          (8) sales of Qualified Capital Stock; and

          (9) the existence of, or the performance by the Company or any of its
     Restricted Subsidiaries of its obligations under the terms of, any
     stockholders agreement (including any registration rights agreement or
     purchase agreement related thereto) to which it is a party as of the Issue
     Date and any similar agreements which it may enter into thereafter;
     PROVIDED, HOWEVER, that the existence of, or the performance by the Company
     or any of its Restricted Sub-

<PAGE>

                                     -69-


     sidiaries of obligations under, any future amendment to any such existing
     agreement or under any similar agreement entered into after the Issue Date
     shall only be permitted by this clause (9) to the extent that the terms of
     any such amendment or new agreement are not disadvantageous to the Holders
     of the Notes in any material respect.

SECTION 4.12.  LIMITATION ON LIENS.

          The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property
or assets or any proceeds therefrom of the Company or any of its Restricted
Subsidiaries whether owned on the Issue Date or acquired after the Issue
Date, in each case to secure Indebtedness or trade payables, unless:

          (1) in the case of Liens securing Indebtedness that is expressly
     subordinate or junior in right of payment to the Notes, the Notes are
     secured by a Lien on such property, assets or proceeds that is senior in
     priority to such Liens; and

          (2) in all other cases, the Notes are equally and ratably secured,
     except for

               (a) Liens existing as of the Issue Date to the extent and in the
          manner such Liens are in effect on the Issue Date;

               (b) Liens securing Senior Debt;

               (c) Liens securing the Notes and the Guarantees;

               (d) Liens of the Company or a Wholly Owned Restricted Subsidiary
          of the Company on assets of any Restricted Subsidiary of the Company;

               (e) Liens securing Refinancing Indebtedness which is incurred to
          Refinance any Indebtedness that was secured by a Lien permitted under
          this Indenture and that has been incurred in accordance with the
          provisions of this Indenture; PROVIDED, HOWEVER, that such Liens do
          not extend to or cover any categories of property or assets of the
          Company or any of its Restricted Subsidiaries not securing the
          Indebtedness so Refinanced; and

               (f) Permitted Liens.

SECTION 4.13.  CONDUCT OF BUSINESS.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any businesses a majority of whose revenues are
not derived from businesses that are the same as or reasonably similar,
ancillary or related to, or a reasonable extension, development or expansion
of, the businesses in which the Company and its Restricted Subsidiaries are
engaged on the Issue Date.

<PAGE>

                                     -70-


SECTION 4.14.  CORPORATE EXISTENCE.

          Subject to Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of
each of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of
the Company or any such Restricted Subsidiary and (ii) the rights (charter
and statutory), licenses and franchises of the Company and its Restricted
Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Restricted Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Holders of the Notes.

SECTION 4.15.  OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

          (a) If a Change of Control occurs, each Holder will have the right
to require that the Company purchase all or a portion of such Holder's Notes
pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"), at a
purchase price equal to 101% of the principal amount thereof plus accrued
interest to the date of purchase. Within 30 days following the date upon
which the Change of Control occurred, the Company must send, by first class
mail, a notice to each Holder, which notice shall govern the terms of the
Change of Control Offer. Such notice shall state, among other things, the
purchase date, which must be no earlier than 30 days nor later than 60 days
from the date such notice is mailed, other than as may be required by law
(the "CHANGE OF CONTROL PAYMENT DATE").

          (b) On the Change of Control Payment Date, the Company shall, to
the extent lawful, (1) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (2) deposit with
the Paying Agent an amount equal to the Change of Control Payment in respect
of all Notes or portions thereof so tendered and (3) deliver or cause to be
delivered to the applicable Trustee the Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Company. The Paying Agent shall
promptly mail to each Holder of Notes so tendered the Change of Control
Payment for such Notes, and the Trustee shall promptly authenticate and mail
(or cause to be transferred by book entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any;
PROVIDED that each such new Note will be in a principal amount of $1,000 or
an integral multiple thereof. The Company shall publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change
of Control Payment Date.

          Prior to the mailing of the notice referred to in Section 4.15(a)
above, but in any event within 30 days following any Change of Control, the
Company covenants to: (i) repay in full all Indebtedness under the New Credit
Facility and all other Senior Debt the terms of which require repayment upon
a Change of Control; or (ii) obtain the requisite consents under the New
Credit Facility and all other such Senior Debt to permit the repurchase of
the Notes as provided below. The Company's

<PAGE>

                                     -71-


failure to comply with the covenant described in the immediately preceding
sentence shall constitute an Event of Default described in clause (c) and not
in clause (b) under Section 6.01.

          (c) The Company will comply with the requirements of Rule 14e-1
under the Exchange Act to the extent such laws and regulations are applicable
in connection with the repurchase of Notes pursuant to a Change of Control
Offer. To the extent that the Company complies with the provisions of any
such securities laws or regulations, the Company shall not be deemed to have
breached its obligations under this Section 4.15.

          (d) Notwithstanding anything to the contrary in this Section 4.15,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control, if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.15 and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer.

SECTION 4.16.  NO SENIOR SUBORDINATED DEBT.

          The Company shall not, and shall not permit any Restricted
Subsidiary that is a Guarantor to, incur or suffer to exist Indebtedness that
is senior in right of payment to the Notes or such Guarantor's Guarantee, as
the case may be, and subordinate in right of payment to any other
Indebtedness of the Company or such Guarantor, as the case may be.

SECTION 4.17.  FUTURE GUARANTEES BY RESTRICTED SUBSIDIARIES.

          The Company shall not create or acquire another Domestic Restricted
Subsidiary unless such Domestic Restricted Subsidiary executes and delivers a
supplemental indenture to this Indenture, in form and substance reasonably
satisfactory to the Trustee, providing for a Guarantee of payment of the
Notes by such Domestic Restricted Subsidiary.

SECTION 4.18.  LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.

          The Company will not permit any of its Restricted Subsidiaries that
are not Guarantors to issue any Preferred Stock (other than to the Company or
to a Restricted Subsidiary of the Company) or permit any Person (other than
the Company or a Restricted Subsidiary of the Company) to own any Preferred
Stock of any Restricted Subsidiary of the Company that is not a Guarantor,
other than Permitted Subsidiary Preferred Stock. The provisions of this
Section 4.18 will not apply to any of the Guarantors.

SECTION 4.19.  LIMITATION ON PERMITTED ACQUISITIONS.

          For the period from the Issue Date until the first anniversary of
the Issue Date, the Company will, and will cause its Restricted Subsidiaries
to, comply with Section 8.14(a)(viii)(I) of the New Credit Facility as in
effect on the Issue Date (giving effect to all exceptions to such provision
set forth in the New Credit Facility). This covenant shall be of no further
force or effect after the first anniversary of the Issue Date.

<PAGE>

                                     -72-


                                   ARTICLE 5

                                  SUCCESSORS

SECTION 5.01.  MERGER, CONSOLIDATION AND SALE OF ASSETS.

          The Company shall not, in a single transaction or series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey
or otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and the Company's
Restricted Subsidiaries) whether as an entirety or substantially as an
entirety to any Person unless:

          (1) either:

               (a) the Company shall be the surviving or continuing corporation;
          or

               (b) the Person (if other than the Company) formed by such
          consolidation or into which the Company is merged or the Person which
          acquires by sale, assignment, transfer, lease, conveyance or other
          disposition the properties and assets of the Company and of the
          Company's Restricted Subsidiaries substantially as an entirety (the
          "SURVIVING ENTITY"):

                    (x) shall be a corporation organized and validly existing
               under the laws of the United States or any State thereof or the
               District of Columbia; and

                    (y) shall expressly assume, by supplemental indenture (in
               form and substance satisfactory to the Trustee), executed and
               delivered to the Trustee, the due and punctual payment of the
               principal of, and premium, if any, and interest on all of the
               Notes and the performance of every covenant of the Notes, this
               Indenture and the Registration Rights Agreement on the part of
               the Company to be performed or observed;

          (2) except in the case of a merger of the Company with or into a
     Wholly Owned Restricted Subsidiary of the Company and except in the case of
     a merger entered into solely for the purpose of reincorporating the Company
     in another jurisdiction, immediately after giving effect to such
     transaction and the assumption contemplated by clause (1)(b)(y) above
     (including giving effect to any Indebtedness and Acquired Indebtedness
     incurred in connection with or in respect of such transaction), the Company
     or such Surviving Entity, as the case may be, shall be able to incur at
     least $1.00 of additional Indebtedness (other than Permitted Indebtedness)
     pursuant to Section 4.09;

<PAGE>

                                     -73-


          (3) except in the case of a merger of the Company with or into a
     Wholly Owned Restricted Subsidiary of the Company and except in the case of
     a merger entered into solely for the purpose of reincorporating the Company
     in another jurisdiction, immediately after giving effect to such
     transaction and the assumption contemplated by clause (1)(b)(y) above
     (including, without limitation, giving effect to any Indebtedness and
     Acquired Indebtedness incurred and any Lien granted in connection with or
     in respect of the transaction), no Default or Event of Default shall have
     occurred or be continuing; and

          (4) the Company or the Surviving Entity shall have delivered to the
     Trustee an Officers' Certificate and an Opinion of Counsel, each stating
     that such consolidation, merger, sale, assignment, transfer, lease,
     conveyance or other disposition and, if a supplemental indenture is
     required in connection with such transaction, such supplemental indenture
     comply with the applicable provisions of this Indenture and that all
     conditions precedent in this Indenture relating to such transaction have
     been satisfied.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all
or substantially all of the properties or assets of one or more Restricted
Subsidiaries of the Company the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company shall be deemed
to be the transfer of all or substantially all of the properties and assets
of the Company. However, transfer of assets between or among the Company and
its Restricted Subsidiaries will not be subject to the foregoing covenant.

SECTION 5.02.  SUCCESSOR CORPORATION SUBSTITUTED.

          Upon any consolidation, combination or merger, or any transfer of
all or substantially all of the assets of the Company in accordance with
Section 5.01, in which the Company is not the continuing corporation, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, lease or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture and the Notes with the same effect as if such
surviving entity had been named as such and that, in the event of a
conveyance, lease or transfer, the conveyor, lessor or transferor will be
released from the provisions of this Indenture.

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

SECTION 6.01.  EVENTS OF DEFAULT.

          "Events of Default" are:

<PAGE>

                                     -74-


          (a) the failure to pay interest on any Notes when the same becomes due
     and payable and the default continues for a period of 30 days (whether or
     not such payment shall be prohibited by Article 10);

          (b) the failure to pay the principal on any Notes when such principal
     becomes due and payable, at maturity, upon redemption or otherwise
     (including the failure to make a payment to purchase Notes tendered
     pursuant to a Change of Control Offer or a Net Proceeds Offer on the date
     specified for such payment in the applicable offer to purchase) (whether or
     not such payment shall be prohibited by Article 10);

          (c) a default in the observance or performance of any other covenant
     or agreement contained herein if the default continues for a period of 30
     days after the Company receives written notice specifying the default (and
     demanding that such default be remedied) from the Trustee or the Holders of
     at least 25% of the outstanding principal amount of the Notes (except in
     the case of a default with respect to Section 5.01, which will constitute
     an Event of Default with such notice requirement but without such passage
     of time requirement);

          (d) the failure to pay at final stated maturity (giving effect to any
     applicable grace periods and any extensions thereof) the principal amount
     of any Indebtedness of the Company or any Restricted Subsidiary of the
     Company (other than a Securitization Entity) which failure continues for at
     least 20 days, or the acceleration of the final stated maturity of any such
     Indebtedness, which acceleration remains uncured and unrescinded for at
     least 20 days, if the aggregate principal amount of such Indebtedness,
     together with the principal amount of any other such Indebtedness in
     default for failure to pay principal at final maturity or which has been
     accelerated (in each case with respect to which the 20-day period described
     above has passed), aggregates $7.5 million or more at any time;

          (e) one or more judgments in an aggregate amount in excess of $7.5
     million shall have been rendered against the Company or any of its
     Significant Subsidiaries and such judgments remain undischarged, unpaid or
     unstayed for a period of 60 days after such judgment or judgments become
     final and non-appealable;

          (f) the Company or any of its Significant Subsidiaries pursuant to or
     within the meaning of Bankruptcy Law:

                 (i) commences a voluntary case;

                (ii) consents to the entry of an order for relief against it in
          an involuntary case;

               (iii) consents to the appointment of a custodian of it or for all
          or substantially all of its property; or

                (iv) makes a general assignment for the benefit of its
          creditors;

<PAGE>

                                     -75-


          (g) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

                 (i) is for relief against the Company or any of its Significant
          Subsidiaries;

                (ii) appoints a custodian of the Company or any of its
          Significant Subsidiaries or for all or substantially all of the
          property of the Company or any of its Significant Subsidiaries; or

               (iii) orders the liquidation of the Company or any of its
          Significant Subsidiaries;

     and the order or decree remains unstayed and in effect for 60 consecutive
     days; or

          (h) any Guarantee of a Significant Subsidiary ceases to be in full
     force and effect or any Guarantee of a Significant Subsidiary is declared
     to be null and void and unenforceable or any Guarantee of a Significant
     Subsidiary is found to be invalid or any Guarantor that is a Significant
     Subsidiary denies its liability under its Guarantee (other than by reason
     of release of a Guarantor in accordance with the terms of this Indenture).

SECTION 6.02.  ACCELERATION.

          If an Event of Default (other than an Event of Default specified in
clause (f) or (g) of Section 6.01 with respect to the Company) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare the principal of and accrued interest
on all the Notes to be due and payable immediately by notice in writing to
the Company and the Trustee specifying the applicable Event of Default and
that it is a "notice of acceleration" (the "ACCELERATION NOTICE"), and the
same (i) shall become immediately due and payable or (ii) if there are any
amounts outstanding under the New Credit Facility, shall become immediately
due and payable upon the first to occur of an acceleration under the New
Credit Facility or five Business Days after receipt by the Company and the
Representative under the New Credit Facility of such Acceleration Notice but
only if such Event of Default is then continuing. If an Event of Default
specified in clause (f) or (g) of Section 6.01 with respect to the Company
occurs and is continuing, then all unpaid principal of, and premium, if any,
and accrued and unpaid interest on all the outstanding Notes 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 a declaration of acceleration with respect to the
Notes as described in the preceding paragraph, the Holders of a majority in
principal amount of the Notes may rescind and cancel such declaration and its
consequences: (i) if the rescission would not conflict with any judgment or
decree; (ii) if all existing Events of Default have been cured or waived
except nonpayment of principal or interest that has become due solely because
of the acceleration; (iii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has
been paid; (iv) if

<PAGE>

                                     -76-


the Company has paid the Trustee its reasonable compensation and reimbursed
the Trustee for its expenses, disbursements and advances; and (v) in the
event of the cure or waiver of an Event of Default of the type described in
clause (f) or (g) of Section 6.01, the Trustee shall have received an
Officers' Certificate and an Opinion of Counsel that such Event of Default
has been cured or waived. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

SECTION 6.03.  OTHER REMEDIES.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest and Additional Interest, if any, on the Notes or to enforce
the performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.

SECTION 6.04.  WAIVER OF PAST DEFAULTS.

          Holders of not less than a majority in aggregate principal amount
of the then outstanding Notes by notice to the Trustee may, on behalf of the
Holders of all of the Notes, waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium and Additional Interest,
if any, or interest on, the Notes (including in connection with an offer to
purchase) (PROVIDED, HOWEVER, that the Holders of a majority in aggregate
principal amount at maturity of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

SECTION 6.05.  CONTROL BY MAJORITY.

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes
or that may involve the Trustee in personal liability.

          In the event the Trustee takes any action or follows any direction
pursuant to this Indenture, the Trustee shall be entitled to indemnification
from the Company satisfactory to it in its sole discretion against any fees,
loss, liability, cost or expense caused by taking such action or following
such direction.

<PAGE>

                                     -77-


SECTION 6.06.  LIMITATION ON SUITS.

          A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

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

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

          (c) such Holder of a Note or Holders of Notes offer and, if requested,
     provide to the Trustee indemnity satisfactory to the Trustee against any
     loss, liability or expense;

          (d) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and, if requested, the provision of
     indemnity; and

          (e) during such 60-day period the Holders of a majority in principal
     amount of the then outstanding Notes do not give the Trustee a direction
     inconsistent with the request.

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

SECTION 6.07.  RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due
dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.

          If an Event of Default specified in Section 6.01(a) or (b) occurs
and is continuing, the Trustee is authorized to recover judgment in its own
name and as trustee of an express trust against the Company for the whole
amount of principal amount of, premium and Additional Interest, if any, and
interest remaining unpaid on the Notes and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any amounts due the Trustee under Section 7.07.

SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM.

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for

<PAGE>

                                     -78-


the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders of the Notes allowed in any
judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07 out of the estate in
any such proceeding, shall be denied for any reason, payment of the same
shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding.

SECTION 6.10.  PRIORITIES.

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

          FIRST: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          SECOND: to Holders of Notes for amounts due and unpaid on the Notes
     for principal amount, premium and Additional Interest, if any, and
     interest, ratably, without preference or priority of any kind, according to
     the amounts due and payable on the Notes for principal amount, premium and
     Additional Interest, if any and interest, respectively; and

          THIRD: to the Company or to such party as a court of competent
     jurisdiction shall direct.

          The Trustee may fix a record date and payment date for any payment
to Holders of Notes pursuant to this Section 6.10; PROVIDED, HOWEVER, that
the failure to give any such notice shall not affect the establishment of
such record date or payment date or any payments 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 a Trustee, a court in its discretion may

<PAGE>

                                     -79-


require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a Holder of a Note pursuant to Section 6.07, or a suit
by Holders of more than 10% in principal amount of the then 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 case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding had been instituted.

                                   ARTICLE 7

                                    TRUSTEE

SECTION 7.01.  DUTIES OF TRUSTEE.

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

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

           (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

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

<PAGE>

                                     -80-


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

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

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

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

          (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture or to take any action at the request of any Holders, unless such
Holder shall have offered to the Trustee security and indemnity satisfactory
to it against any loss, liability or expense.

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

SECTION 7.02.  RIGHTS OF TRUSTEE.

          (a) The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall
not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or opinion of such counsel. The
Trustee may consult with counsel of its selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization
and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.

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

          (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

          (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

<PAGE>

                                     -81-


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

SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest (as defined in the TIA) it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also
subject to Sections 7.10 and 7.11.

SECTION 7.04.  TRUSTEE'S DISCLAIMER.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not
be accountable for the Company's use of the proceeds from the Notes or any
money paid to the Company or upon the Company's direction under any provision
of this Indenture, it shall not be responsible for the use or application of
any money received by any Paying Agent other than the Trustee, and it shall
not be responsible for any statement or recital herein or any statement in
the Notes or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05.  NOTICE OF DEFAULTS.

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

          (b) If a Default or Event of Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 30 days after it occurs.
Except in the case of a Default or Event of Default in payment of principal
of, premium, if any, or interest on any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the
Holders of the Notes.

SECTION 7.06.  REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

          Within 60 days after each June 15 beginning with June 15, 2000, and
for so long as Notes remain outstanding, the Trustee shall mail to the
Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The

<PAGE>

                                     -82-


Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA Section 313(c).

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

SECTION 7.07.  COMPENSATION AND INDEMNITY.

          The Company and the Guarantors shall pay to the Trustee from time
to time such compensation for its acceptance of this Indenture and services
hereunder as the parties shall agree from time to time. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Company and the Guarantors shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such
expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel.

          The Company and the Guarantors shall indemnify the Trustee, its
directors, officers and employees, and each predecessor Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of this trust and its duties
under this Indenture, including the costs and expenses (including reasonable
attorney's fees) of enforcing this Indenture against the Company and the
Guarantors (including this Section 7.07) and defending itself against any
claim (whether asserted by the Company and the Guarantors or any Holder or
any other person) or liability in connection with the exercise or performance
of any of its powers or duties hereunder, except to the extent any such loss,
liability or expense may be attributable to its negligence or bad faith. The
Trustee shall notify the Company and the Guarantors 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. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee
may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel. The Company and the Guarantors need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

          The obligations of the Company and the Guarantors under this
Section 7.07 shall survive the resignation and removal of the Trustee and the
satisfaction and discharge of this Indenture.

          To secure the Company's and the Guarantors' payment obligations in
this Section, the Trustee shall have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to
pay principal and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture.

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

<PAGE>

                                     -83-


          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 in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of
Notes of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:

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

          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c) a custodian or public officer takes charge of the Trustee or its
     property; or

          (d) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Notes
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.

          If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the
then outstanding Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

          If the Trustee, after written request by any Holder of a Note who
has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Holders of the Notes. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee,
PROVIDED all sums owing to the Trustee hereunder have been paid and subject
to the Lien pro-

<PAGE>

                                     -84-


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

SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

          In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to
the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION.

          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b). If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.10, the Trustee shall resign
immediately in the manner and with the effect specified in this Article 7

SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.
<PAGE>

                                     -85-


                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

          The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8.

SECTION 8.02.  LEGAL DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise under Section 8.01 of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04, be deemed to have been discharged
from its obligations with respect to all outstanding Notes on the date the
conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For
this purpose, Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Notes, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 and the other Sections of this Indenture referred to in
clauses (a) through (d) below, and to have satisfied all its other obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder:

          (a) the rights of Holders of outstanding Notes to receive solely from
     the trust fund described in Section 8.04(a), and as more fully set forth in
     such Section, payments in respect of the principal amount of, premium, if
     any, and interest on such Notes when such payments are due,

          (b) the Company's obligations with respect to such Notes under Article
     2 and Section 4.02,

          (c) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Company's obligations in connection therewith, and

          (d) this Article 8.

          Subject to compliance with this Article 8, the Company may exercise
its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03.

SECTION 8.03.  COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section
<PAGE>

                                     -86-


8.04, be released from its obligations under the covenants contained in
Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and
4.18 with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Notes shall thereafter be deemed not "outstanding" for
the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other
purposes hereunder (it being understood that such Notes shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Notes, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 6.01, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 of the option
applicable to this Section 8.03 and subject to the satisfaction of the
conditions set forth in Section 8.04, the failure to comply with the terms of
Sections 6.01(d) and 6.01(e) shall not constitute Events of Default.

SECTION 8.04.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

          The following shall be the conditions to the application of either
Section 8.02 or 8.03 to the outstanding Notes:

          (a) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders, cash in United States dollars, non-callable
     Government Securities, or a combination thereof, in such amounts as will be
     sufficient without consideration of any reinvestment, in the opinion of a
     nationally recognized firm of independent public accountants, to pay the
     principal amount of, premium and Additional Interest, if any, and interest
     on the outstanding Notes on the stated date for payment thereof or on the
     applicable redemption date, as the case may be, in each case in accordance
     with the terms of this Indenture and the Notes;

          (b) in the case of an election under Section 8.02, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that (A) the Company has
     received from, or there has been published by, the Internal Revenue Service
     a ruling or (B) since the date of this Indenture, there has been a change
     in the applicable federal income tax law, in either case to the effect
     that, and based thereon such Opinion of Counsel shall confirm that, the
     Holders of the outstanding Notes will not recognize income, gain or loss
     for federal income tax purposes as a result of such Legal Defeasance and
     will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Legal
     Defeasance had not occurred;

          (c) in the case of an election under Section 8.03, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the
<PAGE>

                                     -87-


     Trustee confirming that the Holders of the outstanding Notes will not
     recognize income, gain or loss for federal income tax purposes as a
     result of such Covenant Defeasance and will be subject to federal income
     tax on the same amounts, in the same manner and at the same times as
     would have been the case if such Covenant Defeasance had not occurred;

          (d) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or Event of
     Default resulting from the incurrence of Indebtedness all or a portion of
     the proceeds of which will be used to defease the Notes pursuant to this
     Article 8 concurrently with such incurrence and the grant of a Lien to
     secure such Indebtedness);

          (e) such Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under this Indenture (other
     than a Default or an Event of Default resulting from the borrowing of funds
     to be applied to such deposit and the grant of any Lien securing such
     borrowing) or any other material 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;

          (f) the Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by the Company with the
     intent of preferring the Holders over any other creditors of the Company or
     with the intent of defeating, hindering, delaying or defrauding any other
     creditors of the Company;

          (g) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for or relating to the Legal Defeasance or the Covenant
     Defeasance have been complied with; and

          (h) the Company shall have paid or duly provided for payment of all
     amounts then due to the Trustee pursuant to Section 7.07.

          Notwithstanding the foregoing, the Opinion of Counsel required by
clause (b) above with respect to a Legal Defeasance need not be delivered if all
Notes not therefor delivered to the Trustee for cancellation (A) have become due
and payable, or (B) will become due and payable on the maturity date within one
year under arrangements satisfactory to the Trustee for giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

SECTION 8.05.  DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
               OTHER MISCELLANEOUS PROVISIONS.

          Subject to Section 8.06, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee pursuant
to Section 8.04 in respect of the outstanding Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all
<PAGE>

                                     -88-


sums due and to become due thereon in respect of principal amount, premium,
if any, and interest, 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 cash or non-callable
Government Securities deposited pursuant to Section 8.04 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06.  SATISFACTION AND DISCHARGE.

          This Indenture will be discharged and will cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
the Notes, as expressly provided for in this Indenture) as to all outstanding
Notes when

          (1) either:

               (a)all the Notes theretofore authenticated and delivered (except
          lost, stolen or destroyed Notes which have been replaced or paid and
          Notes for whose payment money has theretofore been deposited in trust
          or segregated and held in trust by the Company and thereafter repaid
          to the Company or discharged from such trust) have been delivered to
          the Trustee for cancellation; or

               (b)all Notes not theretofore delivered to the Trustee for
          cancellation have become due and payable, pursuant to an optional
          redemption notice or otherwise, and the Company has irrevocably
          deposited or caused to be deposited with the Trustee funds in an
          amount sufficient to pay and discharge the entire Indebtedness on the
          Notes not theretofore delivered to the Trustee for cancellation, for
          principal of, premium, if any, and interest on the Notes to the date
          of deposit together with irrevocable instructions from the Company
          directing the Trustee to apply such funds to the payment thereof at
          maturity or redemption, as the case may be;

          (2) the Company has paid all other sums payable under this Indenture
     by the Company; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel stating that all conditions precedent under this
     Indenture relating to the satisfaction and discharge of this Indenture have
     been complied with.
<PAGE>

                                     -89-


SECTION 8.07.  REPAYMENT TO COMPANY.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal
and premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter, as a general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 8.08.  REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03, as the case may
be; PROVIDED, HOWEVER, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

SECTION 8.09.  SURVIVAL.

          The Trustee's rights under this Article 8 shall survive termination of
this Indenture.

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.  WITHOUT CONSENT OF HOLDERS OF NOTES.

          Notwithstanding Section 9.02, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture, the Guarantees or the Notes
without the consent of any Holder of a Note:

          (a) to cure any ambiguity, defect or inconsistency;
<PAGE>

                                     -90-


          (b) to provide for uncertificated Notes in addition to or in place of
     certificated Notes or to alter the provisions of Article 2 (including the
     related definitions) in a manner that does not materially adversely affect
     any Holder;

          (c) to provide for the assumption of the Company's or a Guarantor's
     obligations to the Holders of the Notes by a successor to the Company or a
     Guarantor pursuant to Article 5 or Article 11;

          (d) to make any change that would provide any additional rights or
     benefits to the Holders of the Notes or that does not adversely affect the
     legal rights hereunder of any Holder of the Note;

          (e) to comply with requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA;

          (f) to provide for the issuance of Notes issued after the Issue Date
     in accordance with the limitations set forth in this Indenture;

          (g) to allow any Guarantor to execute a supplemental indenture and/or
     a Guarantee with respect to the Notes; or

          (h)      to evidence and provide for the acceptance of appointment
     under this Indenture of a successor Trustee.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02.  WITH CONSENT OF HOLDERS OF NOTES.

          Except as provided in this Section 9.02, this Indenture (including
Sections 3.09, 4.10 and 4.15), the Guarantees and 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 voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Notes, except a
payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of this Indenture, the Guarantees or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of,
<PAGE>

                                     -91-


the Notes). Section 2.08 shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Sections 7.02 and 9.06, the Trustee
shall join with the Company in the execution of such amended or supplemental
Indenture unless such amended or supplemental Indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such amended or supplemental Indenture.

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

          After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

          (a) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver;

          (b) reduce the rate of or change or have the effect of changing the
     time for payment of interest, including defaulted interest, on any Note;

          (c) reduce the principal of or change or have the effect of changing
     the fixed maturity of any Note or alter or waive any of the provisions with
     respect to the redemption of the Notes, other than provisions relating to
     Section 3.09, 4.10 or 4.15;

          (d) waive a Default or Event of Default in the payment of principal of
     or premium, if any, or interest on the Notes (except a rescission of
     acceleration of the Notes by the Holders of at least a majority in
     aggregate principal amount of the then outstanding Notes, and a waiver of
     the payment default that resulted from such acceleration);

          (e)      make any Note payable in money other than that stated in the
     Notes;
<PAGE>

                                     -92-


          (f) make any change in the provisions of this Indenture relating to
     the right of each Holder of Notes to receive payments of principal of and
     interest on such Note on or after the due date thereof or to bring suit to
     enforce such payment;

          (g) after the Company's obligation to purchase Notes arises
     thereunder, amend, change or modify in any material respect the obligation
     of the Company to make and consummate a Change of Control Offer in the
     event of a Change of Control or modify any of the provisions or definitions
     with respect thereto after a Change of Control has occurred;

          (h) modify or change any provision of this Indenture or the related
     definitions affecting the subordination or ranking of the Notes or any
     Guarantee in a manner which adversely affects the Holders;

          (i) release any Guarantor that is a Significant Subsidiary from any of
     its obligations under its Guarantee or this Indenture otherwise than in
     accordance with the terms of this Indenture; or

          (j) make any change in the foregoing amendment and waiver provisions
     (except to increase any percentage set forth therein).

SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.

          Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05.  NOTATION ON OR EXCHANGE OF NOTES.

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.
<PAGE>

                                     -93-


SECTION 9.06.  TRUSTEE TO SIGN AMENDMENTS, ETC.

          The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon, in addition to the documents required by
Section 12.04, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10

                                  SUBORDINATION

SECTION 10.01. AGREEMENT TO SUBORDINATE.

          The Company covenants and agrees, and each Holder of the Notes, by its
acceptance thereof, likewise covenants and agrees, (i) that all Notes shall be
issued subject to the provisions of this Article 10, and each Person holding any
Note, whether upon original issue or upon transfer, assignment or exchange
thereof, accepts and agrees that the payment of all Obligations on the Notes by
the Company shall, to the extent and in the manner herein set forth, be
subordinated and junior in right of payment to the prior payment in full in cash
or Cash Equivalents of all Obligations on Senior Debt, including, without
limitation, the Company's obligations under the New Credit Facility and (ii)
that the subordination is for the benefit of, and shall be enforceable directly
by, the holders of Senior Debt, and that each holder of Senior Debt whether now
outstanding or hereafter created, incurred, assumed or guaranteed shall be
deemed to have acquired Senior Debt in reliance upon the covenants and
provisions contained in this Indenture and the Notes.

SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

          (a) Upon any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to creditors upon
any total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of the Company
or in a bankruptcy, reorganization, insolvency, receivership or other similar
proceeding relating to the Company or its property, whether voluntary or
involuntary, all Obligations due or to become due upon all Senior Debt shall
first be paid in full in cash or Cash Equivalents, or such payment duly provided
for to the satisfaction of the holders of Senior Debt, before any payment or
distribution of any kind or character is made on account of any Obligations on
the Notes, or for the acquisition of any of the Notes for cash or property or
otherwise. Upon any such dissolution, winding-up, liquidation, reorganization,
receivership or similar proceeding, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Notes or the Trustee under this Indenture would be
entitled, except for the provisions hereof, shall be
<PAGE>

                                     -94-


paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Holders or by the Trustee under this Indenture if received by them, directly to
the holders of Senior Debt (PRO RATA to such holders on the basis of the
respective amounts of Senior Debt held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of Senior Debt remaining
unpaid until all such Senior Debt 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 Senior Debt.

          (b) To the extent any payment of Senior Debt (whether by or on behalf
of the Company, 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 Debt or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
has not occurred.

          (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, shall be received by the Trustee or any Holder when such
payment or distribution is prohibited by Section 10.02(a), such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Senior Debt (PRO RATA to such holders on the
basis of the respective amount of Senior Debt held by such holders) or their
respective Representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of Senior Debt
remaining unpaid until all such Senior Debt 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 Debt.

          (d) 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 conveyance or transfer of all or substantially all of
its assets, to another corporation upon the terms and conditions provided in
Article Five hereof and as long as permitted under the terms of the Senior Debt
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 10.02 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, assume the Company's
obligations hereunder in accordance with Article 5.

SECTION 10.03.        DEFAULT ON DESIGNATED SENIOR DEBT.

          (a) If any default occurs and is continuing in the payment when due,
whether at maturity, upon any redemption, by declaration or otherwise, of any
principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Designated Senior
Debt, no payment of any kind or character shall be made by or on behalf of the
Company or any other Person on its or their behalf with respect to any
Obligations on the Notes or to ac-
<PAGE>

                                     -95-


quire any of the Notes for cash or property or otherwise. In addition, if any
other event of default occurs and is continuing with respect to any
Designated Senior Debt, as such event of default is defined in the instrument
creating or evidencing such Designated Senior Debt, permitting the holders of
such Designated Senior Debt then outstanding to accelerate the maturity
thereof and if the Representative for the respective issue of Designated
Senior Debt gives notice of the event of default to the Trustee (a "DEFAULT
NOTICE"), then, unless and until all events of default have been cured or
waived or have ceased to exist or the Trustee receives notice thereof from
the Representative for the respective issue of Designated Senior Debt
terminating the Blockage Period (as defined below), during the 180 days after
the delivery of such Default Notice (the "BLOCKAGE PERIOD"), neither the
Company nor any other Person on its behalf shall (x) make any payment of any
kind or character with respect to any Obligations on the Notes or (y) acquire
any of the Notes for cash or property or otherwise. Notwithstanding anything
to the contrary in the immediately preceding sentence, in no event will a
Blockage Period extend beyond 180 days from the date the payment on the Notes
was due and only one such Blockage Period may be commenced within any 360
consecutive days. No event of default which existed or was continuing on the
date of the commencement of any Blockage Period with respect to the
Designated Senior Debt shall be, or be made, the basis for commencement of a
second Blockage Period by the Representative of such Designated Senior Debt
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 (it being acknowledged that any subsequent action, or any
breach of any financial covenants for a period commencing after the date of
commencement of such Blockage Period that, in either case, would give rise to
an event of default pursuant to any provisions under which an event of
default previously existed or was continuing shall constitute a new event of
default for this purpose).

          (b) 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 10.03(a), such payment shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Debt (PRO RATA to such
holders on the basis of the respective amount of Senior Debt held by such
holders) or their respective Representatives, as their respective interests may
appear. The Trustee shall be entitled to rely on information regarding amounts
then due and owing on the Senior Debt, if any, received from the holders of
Senior Debt (or their Representatives) or, if such information is not received
from such holders or their Representatives, from the Company and only amounts
included in the information provided to the Trustee shall be paid to the holders
of Senior Debt.

          Nothing contained in this Article 10 shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; PROVIDED that all Senior Debt thereafter due or declared to be due
shall first be paid in full in cash or Cash Equivalents before the Holders are
entitled to receive any payment of any kind or character with respect to
Obligations on the Notes.

SECTION 10.04.        ACCELERATION OF NOTES.

          If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt of the acceleration.
<PAGE>

                                     -96-


SECTION 10.05.        WHEN DISTRIBUTION MUST BE PAID OVER.

          In the event that the Trustee or any Holder receives any payment of
any Obligations with respect to the Notes at a time when such payment is
prohibited by Section 10.02 or 10.03, such payment shall be held by the Trustee
or such Holder, in trust for the benefit of, and shall be paid forthwith over
and delivered, upon written request, to, the holders of Senior Debt as their
interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which such Senior Debt may have been issued, as
their respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in cash or Cash Equivalents in accordance with
their terms, after giving effect to any concurrent payment or distribution to or
for the holders of Senior Debt.

          With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

SECTION 10.06.        NOTICE BY COMPANY.

          The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Notes pursuant to the provisions of this
Article 10 (although the failure to give any such notice shall not affect the
subordination provision of this Article 10). Regardless of anything to the
contrary contained in this Article 10 or elsewhere in this Indenture, the
Trustee shall not be charged with knowledge of the existence of any default or
event of default with respect to any Senior Debt or of any other facts which
would prohibit the making of any payment to or by the Trustee unless and until
the Trustee shall have received notice in writing from the Company, or from a
holder of Senior Debt or a Representative therefor, together with proof
satisfactory to the Trustee of such holding of Senior Debt or of the authority
of such Representative, and, prior to the receipt of any such written notice,
the Trustee shall be entitled to assume (in the absence of actual knowledge to
the contrary) that no such facts exist.

SECTION 10.07.        SUBROGATION.

          Subject to the payment in full in cash or Cash Equivalents of all
Senior Debt, the Holders of the Notes shall be subrogated to the rights of the
holders of Senior Debt to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Debt until the Notes shall be
paid in full; and, for the purposes of such subrogation, no such payments or
distributions to the holders of the Senior Debt by or on behalf of the Company
or by or on behalf of the Holders by virtue of this Article 10 which otherwise
would have been made to the Holders shall,
<PAGE>

                                     -97-


as between the Company and the Holders of the Notes, be deemed to be a
payment by the Company to or on account of the Senior Debt, it being
understood that the provisions of this Article 10 are and are intended solely
for the purpose of defining the relative rights of the Holders of the Notes,
on the one hand, and the holders of the Senior Debt, on the other hand.

SECTION 10.08.        RELATIVE RIGHTS.

          Nothing contained in this Article 10 or elsewhere in this Indenture or
in the Notes is intended to or shall impair, as between the Company and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders the principal of 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 affect the relative rights of the Holders and creditors of the
Company other than the holders of the Senior Debt, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 10 of the holders of Senior Debt in respect
of cash, property or securities of the Company received upon the exercise of any
such remedy. Upon any payment or distribution of assets or securities of the
Company referred to in this Article 10, the Trustee, subject to the provisions
of Sections 7.01 and 7.02, and the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which any
liquidation, dissolution, winding-up or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee or
agent or other Person making any payment or distribution to the Trustee or to
the Holders for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Debt and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10. Nothing in this Article 10 shall apply to the claims of, or
payments to, the Trustee in its capacity as such under or pursuant to Section
7.07. 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
Debt (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 Debt or a
trustee or representative on behalf of any such holder.

          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 Debt to participate in any payment or distribution pursuant to this
Article 10, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 10, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

SECTION 10.09.        SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

          (a) No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act by any such holder, or by any non-
<PAGE>

                                     -98-


compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

          (b) Without limiting the generality of subsection (a) of this Section
10.09, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Notes,
without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article 10 or the
obligations hereunder of the Holders of the Notes to the holders of Senior Debt,
do any one or more of the following: (1) change the manner, place, terms or time
of payment of, or renew or alter, Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (2) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (3) release any Person liable in any manner for
the collection or payment of Senior Debt; and (4) exercise or refrain from
exercising any rights against the Company and any other Person.

SECTION 10.10.        DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

          Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

          Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.11.        RIGHTS OF TRUSTEE AND PAYING AGENT.

          Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least one Business Day prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10 (although the receipt of
such payment shall otherwise be subject to the applicable provisions of this
Article 10). Only the Company or a Representative may give the notice. Nothing
in this Article 10 shall impair the claims of, or payments to, the Trustee in
its capacity as such under or pursuant to Section 7.07. Nothing in this Section
10.11 is intended to or shall relieve any Holder of Notes from the obligations
imposed under Section 10.05 with respect to other distributions received in
violation of the provisions hereof.

          The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.
<PAGE>

                                     -99-


SECTION 10.12.        AUTHORIZATION TO EFFECT SUBORDINATION.

          Each Holder of the Notes by such Holder's acceptance thereof
authorizes and expressly directs the Trustee on such Holder's behalf to take
such action as may be necessary or appropriate to effect the subordination
provisions contained in this Article 10, and appoints the Trustee such Holder's
attorney-in-fact for such purpose, including, in the event of any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of creditors
or marshaling of assets of the Company tending towards liquidation or
reorganization of the business and assets of the Company, the immediate filing
of a claim for the unpaid balance of such Holder's Notes in the form required in
said proceedings and cause said claim to be approved. If the Trustee does not
file a proper claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 prior to 30 days before the expiration of the time
to file such claim or claims, then any of the holders of the Senior Debt or
their Representative is hereby authorized to file an appropriate claim for and
on behalf of the Holders of said Notes. Nothing herein contained shall be deemed
to authorize the Trustee or the holders of Senior Debt or their Representative
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 or the holders of
Senior Debt or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 10.13.        AMENDMENTS.

          The provisions of this Article 10 shall not be amended or modified
without the written consent of the majority of the lenders under the New Credit
Facility.

                                   ARTICLE 11

                                   GUARANTEES

SECTION 11.01.        GUARANTEE.

          Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of, premium, if any, and interest on the Notes will be promptly paid in full
when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of, premium, if any, and interest on the
Notes, if any, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay
<PAGE>

                                     -100-

the same immediately. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

          The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture or
pursuant to Section 11.06.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

          Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 for
the purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6, such obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantee.

SECTION 11.02.        SUBORDINATION OF GUARANTEE.

          The Obligations of each Guarantor under its Guarantee pursuant to this
Article 11 shall be junior and subordinated to the Senior Debt of such Guarantor
on the same basis as the Notes are junior and subordinated to the Senior Debt of
the Company. For the purposes of the foregoing sentence, the Trustee and the
Holders shall have the right to receive and/or retain payments by any of the
Guarantors (or any Persons acting on their behalf) only at such times as they
may receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article 10 and the holders of Senior Debt shall have the
same rights and remedies provided for in Article 10.

SECTION 11.03.        LIMITATION ON GUARANTOR LIABILITY.

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent
<PAGE>

                                     -101-


transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law to the extent applicable to any Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of such Guarantor under its Guarantee
and this Article 11 shall be limited to the maximum amount as will, after
giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws (including,
without limitation, all Senior Debt of such Guarantor), and after giving
effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 11, result in the
obligations of such Guarantor under its Guarantee not constituting a
fraudulent transfer or conveyance.

SECTION 11.04.        EXECUTION AND DELIVERY OF GUARANTEE.

          To evidence its Guarantee set forth in Section 11.01, each Guarantor
hereby agrees that a notation of such Guarantee substantially in the form
included in EXHIBIT E shall be endorsed by an Officer of such Guarantor on each
Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by its President, any Vice President,
Secretary or Treasurer.

          Each Guarantor hereby agrees that its Guarantee set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

          If an Officer whose signature is on this Indenture or on the Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Guarantee is endorsed, the Guarantee shall be valid nevertheless.

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

          In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.17, the
Company shall cause such Subsidiaries to execute supplemental indentures to this
Indenture and Guarantees in accordance with Section 4.17 and this Article 11, to
the extent applicable.

SECTION 11.05.        GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

          No Guarantor may consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person) another Person whether or not
affiliated with such Guarantor unless:

          (a) subject to the other provisions of this Section the Person formed
     by or surviving any such consolidation or merger (if other than a Guarantor
     or the Company) shall be a corporation organized and validly existing under
     the laws of the United States or any state thereof or the District of
     Columbia, and unconditionally assumes all the obligations of such
     Guarantor, pursuant to a supplemental indenture in form and substance
     reasonably satisfactory
<PAGE>

                                     -102-


     to the Trustee, under the Notes, this Indenture, the Registration Rights
     Agreement and the Guarantee on the terms set forth herein or therein;

          (b) immediately after giving effect to such transaction, no Default or
     Event of Default exists; and

          (c) the Company would be permitted, immediately after giving effect to
     such transaction, to incur at least $1.00 of additional Indebtedness (other
     than Permitted Indebtedness) pursuant to Section 4.09.

          In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Guarantees
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Guarantees theretofore and thereafter issued in accordance with
the terms of this Indenture as though all of such Guarantees had been issued at
the date of the execution hereof.

          Except as set forth in Articles 4 and 5, and notwithstanding clause
(c) above, nothing contained in this Indenture or in any of the Notes shall
prevent any consolidation or merger of a Guarantor with or into the Company or
another Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

SECTION 11.06.        RELEASES FOLLOWING CERTAIN EVENTS.

          In the event of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, then such Guarantor
(in the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the capital stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Guarantee; PROVIDED that the Net Cash Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10. Upon
delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.10, the Trustee shall execute any
documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Guarantee.
<PAGE>

                                     -103-


          Any Guarantor not released from its obligations under its Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

                                   ARTICLE 12

                                  MISCELLANEOUS

SECTION 12.01.        TRUST INDENTURE ACT CONTROLS.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 12.02.        NOTICES.

          Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

                  If to the Company and/or any Guarantor:

                  Dayton Superior Corporation
                  7777 Washington Village Drive, Suite 130
                  Dayton, Ohio  45459
                  Facsimile No.:  (937) 428-9115
                  Attention:  General Counsel

                  with copies to:

                  Latham & Watkins
                  885 Third Avenue, Suite 1000
                  New York, New York  10022
                  Facsimile No.:  (212) 751-4864
                  Attention:  Kirk A. Davenport, Esq.

                  If to the Trustee:

                  United States Trust Company of New York
                  114 West 47th Street
                  New York, New York  10036
                  Facsimile No.:  (212) 852-1626
                  Attention:  Corporate Trust Administration
F<PAGE>

                                     -104-


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

          All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

          (a) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.05) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and

          (b) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.05) stating that, in the opinion of such counsel, all such
     conditions precedent and covenants have been satisfied.
<PAGE>

                                     -105-


SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

          (c) a statement that, in the opinion of such Person, he or she has or
     they have made such examination or investigation as is necessary to enable
     him to express an informed opinion as to whether or not such covenant or
     condition has been satisfied; and

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

SECTION 12.06. RULES BY TRUSTEE AND AGENTS.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 12.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS.

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

SECTION 12.08. GOVERNING LAW.

          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
<PAGE>

                                     -106-


SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

          This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 12.10. 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 successors.

SECTION 12.11. SEVERABILITY.

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

SECTION 12.12. COUNTERPART ORIGINALS.

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

SECTION 12.13. 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 of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                           [Signature pages(s) follow]
<PAGE>

                                       S-1


Dated as of June 16, 2000

                                         DAYTON SUPERIOR CORPORATION

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

                                         DUR-O-WAL, INC.
                                         SYMONS CORPORATION,
                                                as Guarantors

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

                                         UNITED STATES TRUST COMPANY
                                              OF NEW YORK

                                         By:
                                                ------------------------------
                                                Name:
                                                Title:   Authorized Signatory
<PAGE>

                                                                       EXHIBIT A

                              [FORM OF GLOBAL NOTE]

                           DAYTON SUPERIOR CORPORATION
                     13% SENIOR SUBORDINATED NOTES DUE 2009

No. [   ]                                             CUSIP:  [           ]
$[            ]

          DAYTON SUPERIOR CORPORATION, a corporation incorporated under the laws
of the State of Ohio, promises to pay to CEDE & CO. or their registered assigns,
the principal sum of [          ] Dollars on June 15, 2009.

          Interest Payment Dates: June 15 and December 15, commencing first
          payment December 15, 2000.

          Record Dates: June 1 and December 1.

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


                                      A-1
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Note to be signed by
its duly authorized officer.

                                              DAYTON SUPERIOR CORPORATION

                                              BY:
                                                   ----------------------------
                                                   Name:
                                                   Title:

This is one of the Global
Notes referred to in the
within-mentioned Indenture:

UNITED STATES TRUST COMPANY OF NEW YORK,
  as Trustee

By:                                                       Dated:  June 16, 2000
    ---------------------------------------------------
    Name:
    Title:  Authorized Signatory


                                      A-2
<PAGE>

                           DAYTON SUPERIOR CORPORATION
                     13% Senior Subordinated Notes due 2009

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1. INTEREST. Dayton Superior Corporation, an Ohio corporation (the
"COMPANY"), promises to pay interest on the principal amount of this Note at 13%
PER ANNUM from June 16, 2000 until maturity and shall pay the Additional
Interest payable pursuant to Section 4 of the Registration Rights Agreement
referred to below. The Company shall pay interest and Additional Interest
semi-annually on June 15 and December 15 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "INTEREST PAYMENT
DATE"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; PROVIDED that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; PROVIDED, FURTHER, that
the first Interest Payment Date shall be December 15, 2000. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% PER ANNUM in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

          2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the June 1 or December 1
immediately preceding the applicable Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Additional
Interest, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payments of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium and
Additional Interest on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

          3. PAYING AGENT AND REGISTRAR. Initially, United States Trust Company
of New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

          4. INDENTURE. The Company issued the Notes under an Indenture dated as
of June 16, 2000 (the "INDENTURE") among the Company, the Guarantors named
therein and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by


                                      A-3
<PAGE>

reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To
the extent any provision of this Note conflicts with the express provisions
of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company.

          5. SUBORDINATION. The Notes are subordinated in right of payment, in
the manner and to the extent set forth in the Indenture, to the prior payment in
full in cash or Cash Equivalents of all Senior Debt of the Company, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Holder by its acceptance hereof agrees to be bound
by such provisions and authorizes and expressly directs the Trustee, on its
behalf, to take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture.

          6. OPTIONAL REDEMPTION.

          (a) Except as set forth in subparagraph (b) of this Paragraph 6, the
Notes will not be redeemable before June 15, 2007. Thereafter, the Company may
redeem the Notes at its option, in whole or in part, upon not less than 30 nor
more than 60 days' notice, at the following redemption prices (expressed as
percentages of the principal amount thereof), if redeemed during the
twelve-month period commencing on June 15 of the years indicated below:

<TABLE>
<CAPTION>
                                                           PERCENTAGE
                                                          OF PRINCIPAL
          YEAR                                               AMOUNT
          ----                                            ------------

          <S>                                             <C>
          2007...........................................   102.167%
          2008 and thereafter............................   100.000%
</TABLE>

          In addition, the Company must pay all accrued and unpaid interest and
Additional Interest on the Notes redeemed.

          (b) Notwithstanding the foregoing, prior to June 15, 2003, the Company
may on any one or more occasions redeem up to 25% of the principal amount of
Notes issued under the Indenture at a redemption price of 113.0% of the
principal amount thereof, PLUS accrued and unpaid interest and Additional
Interest, if any, thereon to the redemption date, with the net cash proceeds of
one or more Equity Offerings; PROVIDED that at least 75% of the aggregate
principal amount of Notes issued under the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by the
Company and its Subsidiaries); and PROVIDED FURTHER that the Company makes such
redemption note more than 90 days after the consummation of such Equity
Offering.

                                      A-4
<PAGE>

          7. MANDATORY REDEMPTION. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.

          8. REPURCHASE AT OPTION OF HOLDER.

          (a) If a Change of Control occurs, each Holder will have the right to
require that the Company purchase all or a portion of such Holder's Notes
pursuant to the offer described in the Indenture (the "CHANGE OF CONTROL
OFFER"), at a purchase price equal to 101% of the principal amount thereof plus
accrued interest to the date of purchase. Within 30 days following the date upon
which the Change of Control occurred, the Company must send, by first-class
mail, a notice to each Holder, which notice shall govern the terms of the Change
of Control Offer. Such notice shall state, among other things, the purchase
date, which must be no earlier than 30 days nor later than 60 days from the date
such notice is mailed, other than as may be required by law (the "CHANGE OF
CONTROL PAYMENT DATE").

          (b) If the Company or a Restricted Subsidiary consummates any Asset
Sale, under certain circumstances the Company is required to commence an offer
to all Holders of Notes (as "NET PROCEEDS OFFER") pursuant to Section 3.09 of
the Indenture. The offer price for the Notes (the "NET PROCEEDS OFFER AMOUNT")
will be at a price equal to 100% of the principal amount thereof plus accrued
and unpaid interest thereon, if any, to the date fixed for the closing of such
offer, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes tendered pursuant to an Net Proceeds
Offer is less than the Net Proceeds Offer Amount, the Company (or such
Subsidiary) may use such remaining Net Proceeds Offer Amount for general
corporate purposes or for any other purpose not prohibited by the Indenture. If
the aggregate principal amount of Notes surrendered by Holders thereof exceeds
the amount of Net Proceeds Offer Amount, the Trustee shall select the Notes to
be purchased on a PRO RATA basis. Holders of Notes that are the subject of an
offer to purchase will receive a Net Proceeds Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on the reverse
of the Notes.

          9. NOTICE OF REDEMPTION. Notice of redemption will be mailed, by
first-class mail, at least 30 days but not more than 60 days before the
redemption date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption, unless the Company fails to
make such payment.

          10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.


                                      A-5
<PAGE>

          11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

          12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
Notes then outstanding, if any, voting as a single class, and any existing
default or compliance with any provision of the Indenture, the Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes, if any, voting as a single class. Without
the consent of any Holder of a Note, the Indenture, the Guarantees or the Notes
may be amended or supplemented, to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or Guarantor's obligations
to Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
provide for the issuance of Notes issued after the Issue Date in accordance with
the limitations set forth in the Indenture, to allow any Guarantor to execute a
supplemental indenture to the Indenture and/or a Guarantee with respect to the
Notes or to evidence and provide for the acceptance of appointment under the
Indenture of a successor Trustee.

          13. DEFAULTS AND REMEDIES. Events of Default include (in summary
form): (i) the failure to pay interest on any Notes when the same becomes due
and payable if the default continues for a period of 30 days, whether or not
such payment shall be prohibited by Article 10 of the Indenture; (ii) the
failure to pay the principal on any Notes when such principal becomes due and
payable, at maturity, upon redemption or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer on the date specified for such payment in the applicable
offer to purchase), whether or not such payment shall be prohibited by Article
10 of the Indenture; (iii) a default in the observance or performance of any
other covenant or agreement contained in the Indenture if the default continues
for a period of 30 days after the Company receives written notice specifying the
default (and demanding that such default be remedied) from the Trustee or the
Holders of at least 25% of the outstanding principal amount of the Notes; (iv)
the failure to pay at final stated maturity (giving effect to any applicable
grace periods and any extensions thereof) the principal amount of any
Indebtedness of the Company or any Restricted Subsidiary of the Company (other
than a Securitization Entity), which failure continues for at least 20 days, or
the acceleration of the final stated maturity of any such Indebtedness, which
acceleration remains uncured and unrescinded for at least 20 days, if the
aggregate principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
final maturity or which has been accelerated, (in each case with respect to
which the 20-day period described above has passed) aggregates $7.5 million or
more at any time; (v) one or more judgments in an aggregate amount in excess of
$7.5 million shall have been rendered against the Company or any of its
Significant Subsidiaries and such judgments remain undischarged, unpaid or
unstayed for a period of 60 days after such judgment or judgments become final
and non-appealable; (vi) certain events of bankruptcy affecting the Company or
any of its Significant Subsidiaries and (vii) any Guarantee of a Significant
Subsidiary ceases to be in full force and effect or any Guarantee of a
Significant Subsidiary is declared to be null and void and unenforceable or any
Guarantee of a Significant Subsidiary is


                                      A-6
<PAGE>

found to be invalid or any Guarantor that is a Significant Subsidiary denies its
liability under its Guarantee (other than by reason of release of a Guarantor in
accordance with the terms of the Indenture).

          If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare the principal of and accrued interest on all the Notes to be due and
payable. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy with respect to the Company, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of principal of, premium or additional interest,
if any, or interest on the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

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

          15. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder of the Company or any of the
Guarantors, as such, shall have any liability for any obligations of the Company
or such Guarantor under the Notes, the Guarantees or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder 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.

          16. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          17. 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).

          18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of June 16, 2000, among the Company and the parties named on
the signature pages thereof.


                                      A-7
<PAGE>

          19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


                                      A-8
<PAGE>

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  Dayton Superior Corporation
                  7777 Washington Village Drive, Suite 130
                  Dayton, Ohio  45459
                  Facsimile No.:  (937) 428-9115
                  Attention:  General Counsel


                                      A-9
<PAGE>

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

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

Date:
      -----------------
                                  Your Signature:
                                                 -----------------------------

                                  (Sign exactly as your name appears on the
                                  face of this Note)

                                  Tax Identification No:

                                  SIGNATURE GUARANTEE:


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

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


                                      A-10
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 3.09, 4.10 or 4.15 of the Indenture, check the box
below:

             / / Section 3.09     / / Section 4.10     / / Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 3.09, 4.10 or Section 4.15 of the Indenture,
state the amount you elect to have purchased:
$
 --------

Date:
      ---------------------
                                  Your Signature:

                                  (Sign exactly as your name appears on the
                                  face of this Note)

                                  Tax Identification No:
                                                        ----------------------

                                  SIGNATURE GUARANTEE:

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

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


                                      A-11
<PAGE>

          THIS SECURITY 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 BELOW. BY ITS ACQUISITION
          HEREOF:

               (1) EACH INITIAL PURCHASER AND ITS DIRECT TRANSFEREES REPRESENTS
               THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
               RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON
               AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
               COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
               INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1),
               (2), (3), OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED
               INVESTOR")),

               (2) EACH HOLDER AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER
               THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
               TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY
               SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
               INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
               SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED
               INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
               FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A
               SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
               RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE
               FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS
               SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
               TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT
               (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
               PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F)
               IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
               REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
               COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN
               EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND

               (3) EACH HOLDER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
               THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
               OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
               WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF
               THE PROPOSED TRANSFEREE IS AN 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


                                      A-12
<PAGE>

               SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
               ACT.

          THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06
          OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
          NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
          GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
          TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF THE COMPANY.

          FOR PURPOSES OF SECTION 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL
          ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE
          ISSUE PRICE IS $955.75. THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
          $44.25, THE ISSUE DATE IS JUNE 16, 2000 AND THE YIELD TO MATURITY IS
          13.876% PER ANNUM.

          PRIOR TO THE SEPARABILITY DATE (AS DEFINED) THIS NOTE MAY NOT BE
          TRANSFERRED OR EXCHANGED WITHOUT THE SIMULTANEOUS TRANSFER OR EXCHANGE
          OF A WARRANT TO PURCHASE 0.68986 OF A COMMON SHARE (THE "WARRANTS")
          FOR EACH $1,000 PRINCIPAL AMOUNT OF NOTES BEING TRANSFERRED OR
          EXCHANGED. THE "SEPARABILITY DATE" SHALL MEAN THE EARLIEST OF (I)
          DECEMBER 18, 2000; (II) THE OCCURRENCE OF A CHANGE OF CONTROL OR AN
          EVENT OF DEFAULT; (III) THE DATE ON WHICH A REGISTRATION STATEMENT
          WITH RESPECT TO THE NOTES OR THE EXCHANGE NOTES IS DECLARED EFFECTIVE;
          (IV) IMMEDIATELY PRIOR TO THE REDEMPTION OF NOTES BY THE COMPANY WITH
          THE PROCEEDS OF AN EQUITY OFFERING; (V) THE CONSUMMATION OF AN INITIAL
          PUBLIC OFFERING OF THE COMPANY; OR (VI) SUCH EARLIER DATE AS MAY BE
          DETERMINED BY DEUTSCHE BANK SECURITIES INC. IN ITS SOLE DISCRETION.


                                      A-13
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Dayton Superior Corporation
7777 Washington Village Drive, Suite 130
Dayton, Ohio  45459
Facsimile No.:  (937) 428-9115
Attention:  General Counsel

United States Trust Company of New York
114 West 47th Street
New York, New York  10036
Facsimile No.:  (212) 852-1626

Attention:  Corporate Trust Administration

                  Re:      13% SENIOR SUBORDINATED NOTES DUE 2009

                  Reference is hereby made to the Indenture, dated as of June
16, 2000 (the "Indenture"), between Dayton Superior Corporation, as issuer (the
"COMPANY"), the Guarantors named therein and United States Trust Company of New
York, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

                  ______________, (the "TRANSFEROR") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"TRANSFER"), to __________ (the "TRANSFEREE"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. / / CHECK IF TRANSFEREE IS A QIB IN ACCORDANCE WITH RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the "SECURITIES
ACT"), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.


                                      B-1
<PAGE>

2. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Regulation S
under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction
is not part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the Global Note and/or
the Definitive Note and in the Indenture and the Securities Act.

3. / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act
and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check
one):

                  (a) / / such Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act;

or

                  (b) / / such Transfer is being effected to the
Company or a subsidiary thereof;

or

                  (c) / / such Transfer is being effected pursuant
to an effective registration statement under the Securities Act and in
compliance with the prospectus delivery requirements of the Securities Act;

or

                  (d) / / such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the
registration requirements of the Securities Act


                                      B-2
<PAGE>

other than Rule 144A, Rule 144 or Regulation S, and the Transferor hereby
further certifies that it has not engaged in any general solicitation within
the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in
a Restricted Global Note or Restricted Definitive Notes and the requirements
of the exemption claimed, which certification is supported by (1) a
certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of
Notes at the time of transfer of less than $500,000, an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor
has attached to this certification), to the effect that such Transfer is in
compliance with the Securities Act. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Global
Note and/or the Definitive Notes and in the Indenture and the Securities Act.

4. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

                  (a) / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes and in
the Indenture.

                  (b) / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.
(i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than
Rule 144 or Regulation S and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
State of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes or Restricted Definitive Notes and in the
Indenture.


                                      B-3
<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                            ----------------------------------
                                            [Insert Name of Transferor]

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


Dated:  ___________, ____


                                      B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

                  (a)      / /  a beneficial interest in the
                           Global Note (CUSIP [          ]), or

                  (b)      / / a Restricted Definitive Note.

         2.       After the Transfer the Transferee will hold:

[CHECK ONE]

                  (a)      / /  a beneficial interest in the
                           Global Note (CUSIP [          ]); or

                  (b)      / /  a Restricted Definitive Note; or

                  (c)      / /  an Unrestricted Definitive Note,

              in accordance with the terms of the Indenture.


                                      B-5
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Dayton Superior Corporation
7777 Washington Village Drive, Suite 130
Dayton, Ohio  45459
Facsimile No.:  (937) 428-9115
Attention:  General Counsel

United States Trust Company of New York
114 West 47th Street
New York, New York  10036
Facsimile No.:  (212) 852-1626

Attention:  Corporate Trust Administration

                  Re:      13% SENIOR SUBORDINATED NOTES DUE 2009

(CUSIP ______________)

                  Reference is hereby made to the Indenture, dated as of June
16, 2000 (the "INDENTURE"), between Dayton Superior Corporation, as issuer (the
"COMPANY"), the Guarantors named therein and United States Trust Company of New
York, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

                  ____________, (the "OWNER") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "EXCHANGE"). In connection with
the Exchange, the Owner hereby certifies that:

  1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE:

                  (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.
In connection with the Exchange of the Owner's beneficial interest in a
Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the
"SECURITIES ACT"), (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


                                      C-1
<PAGE>

                  (b) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with
the Exchange of the Owner's beneficial interest in a Restricted Global Note
for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

                  (c) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest
is being acquired in compliance with any applicable blue sky securities laws
of any state of the United States.

                  (d) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for
the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Note
is being acquired in compliance with any applicable blue sky securities laws
of any state of the United States.

2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES

                  (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the
Owner's own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.

                  (b) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest
in the [CHECK ONE] / / 144A Global Note, / / Regulation S Global Note, / /
IAI Global Note with an equal principal amount, the Owner hereby certifies
(i) the


                                      C-2
<PAGE>

beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant
to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the
relevant Restricted Global Note and in the Indenture and the Securities Act.


                                      C-3
<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                         -----------------------------------
                                                  [Insert Name of Owner]

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

Dated:  __________, ____


                                      C-4
<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Dayton Superior Corporation
7777 Washington Village Drive, Suite 130
Dayton, Ohio  45459
Facsimile No.:  (937) 428-9115
Attention:  General Counsel

United States Trust Company of New York
114 West 47th Street
New York, New York  10036
Facsimile No.:  (212) 852-1626
Attention:  Corporate Trust Administration

                  Re:      13% SENIOR SUBORDINATED NOTES DUE 2009

                  Reference is hereby made to the Indenture, dated as of June
16, 2000 (the "INDENTURE"), between Dayton Superior Corporation, as issuer (the
"COMPANY"), the Guarantors named therein and United States Trust Company of New
York, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

                           In connection with our proposed purchase of $________
aggregate principal amount of:

                  (a)      / / a beneficial interest in a Global Note, or

                  (b)      / / a Definitive Note,

                  we confirm that:

                  1. We understand that any subsequent transfer of the Notes or
any interest therein is subject to certain restrictions and conditions set forth
in the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (c) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Notes, at the time of transfer
of


                                      D-1
<PAGE>

less than $250,000, an Opinion of Counsel in form reasonably acceptable to
the Company and the Registrar to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising
such purchaser that resales thereof are restricted as stated herein.

                  3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Placement Agents.

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

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

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


                                           ------------------------------------
                                           [Insert Name of Accredited Investor]

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

Dated: ______________, ____


                                      D-2
<PAGE>

                                                                       EXHIBIT E

                        FORM OF NOTATION OF GUARANTEE

                  For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of June 16, 2000 (the "INDENTURE")
among Dayton Superior Corporation, the Guarantors named therein and United
States Trust Company of New York, as trustee (the "TRUSTEE"), (a) the due and
punctual payment of the principal of, premium, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal and
premium, and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture
are expressly set forth in Article 11 of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Guarantee. Each Holder of a
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; PROVIDED, HOWEVER, that the
Indebtedness evidenced by this Guarantee shall cease to be so subordinated and
subject in right of payment upon any defeasance of this Guarantee in accordance
with the provisions of the Indenture.

                                    DUR-O-WAL, INC.

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

                                    SYMONS CORPORATION

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


                                      E-1
<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

          SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
________________, among _____________________ (the "GUARANTEEING SUBSIDIARY"), a
subsidiary of Dayton Superior Corporation (or its permitted successor), an Ohio
corporation (the "COMPANY"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and United States Trust Company of New York,
as trustee under the indenture referred to below (the "TRUSTEE").

                              W I T N E S S E T H :

          WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "INDENTURE"), dated as of June 16, 2000 providing for
the issuance of an aggregate principal amount of up to $270.0 million of 13%
Senior Subordinated Notes due 2009 (the "NOTES");

          WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "GUARANTEE"); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

          1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

          2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:

               (a) Along with all Guarantors named in the Indenture, to jointly
          and severally Guarantee to each Holder of a Note authenticated and
          delivered by the Trustee and to the Trustee and its successors and
          assigns, irrespective of the validity and enforceability of the
          Indenture, the Notes or the obligations of the Company hereunder or
          thereunder, that:

                    (i) the principal of and interest on the Notes will be
               promptly paid in full when due, whether at maturity, by
               acceleration, redemption or otherwise, and interest on the
               overdue principal of and interest on the Notes, if any,


                                      F-1
<PAGE>

               if lawful, and all other obligations of the Company to the
               Holders or the Trustee hereunder or thereunder will be promptly
               paid in full or performed, all in accordance with the terms
               hereof and thereof; and

                    (ii) in case of any extension of time of payment or renewal
               of any Notes or any of such other obligations, that same will be
               promptly paid in full when due or performed in accordance with
               the terms of the extension or renewal, whether at stated
               maturity, by acceleration or otherwise. Failing payment when due
               of any amount so guaranteed or any performance so guaranteed for
               whatever reason, the Guarantors shall be jointly and severally
               obligated to pay the same immediately.

               (b) The obligations hereunder shall be unconditional,
          irrespective of the validity, regularity or enforceability of the
          Notes or the Indenture, the absence of any action to enforce the same,
          any waiver or consent by any Holder of the Notes with respect to any
          provisions hereof or thereof, the recovery of any judgment against the
          Company, any action to enforce the same or any other circumstance
          which might otherwise constitute a legal or equitable discharge or
          defense of a guarantor.

               (c) The following is hereby waived: diligence, presentment,
          demand of payment, filing of claims with a court in the event of
          insolvency or bankruptcy of the Company, any right to require a
          proceeding first against the Company, protest, notice and all demands
          whatsoever.

               (d) This Guarantee shall not be discharged except by complete
          performance of the obligations contained in the Notes and the
          Indenture or pursuant to Section 6 hereof.

               (e) If any Holder or the Trustee is required by any court or
          otherwise to return to the Company, the Guarantors, or any custodian,
          Trustee, liquidator or other similar official acting in relation to
          either the Company or the Guarantors, any amount paid by either to the
          Trustee or such Holder, this Guarantee, to the extent theretofore
          discharged, shall be reinstated in full force and effect.

               (f) The Guaranteeing Subsidiary shall not be entitled to any
          right of subrogation in relation to the Holders in respect of any
          obligations guaranteed hereby until payment in full of all obligations
          guaranteed hereby.

               (g) As between the Guarantors, on the one hand, and the Holders
          and the Trustee, on the other hand, (x) the maturity of the
          obligations guaranteed hereby may be accelerated as provided in
          Article 6 of the Indenture for the purposes of this Guarantee,
          notwithstanding any stay, injunction or other prohibition preventing
          such acceleration in respect of the obligations guaranteed hereby, and
          (y) in the event of any declaration of acceleration of such
          obligations as provided in Article 6 of the Indenture, such
          obligations (whether or not due and payable) shall forthwith become
          due and payable by the Guarantors for the purpose of this Guarantee.


                                      F-2
<PAGE>

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

               (i) Pursuant to Section 11.03 of the Indenture, after giving
          effect to any maximum amount and any other contingent and fixed
          liabilities that are relevant under any applicable Bankruptcy or
          fraudulent conveyance laws (including, without limitation, all Senior
          Debt of such Guarantor), and after giving effect to any collections
          from, rights to receive contribution from or payments made by or on
          behalf of any other Guarantor in respect of the obligations of such
          other Guarantor under Article 11 of the Indenture shall result in the
          obligations of such Guarantor under its Guarantee not constituting a
          fraudulent transfer or conveyance.

          3. SUBORDINATION. The Obligations of the Guaranteeing Subsidiary under
its Guarantee pursuant to this Supplemental Indenture shall be junior and
subordinated to the Senior Debt of the Guaranteeing Subsidiary on the same basis
as the Notes are junior and subordinated to the Senior Debt of the Company. For
the purposes of the foregoing sentence, the Trustee and the Holders shall have
the right to receive and/or retain payments by the Guaranteeing Subsidiary only
at such time as they may receive and/or retain payments in respect of the Notes
pursuant to the Indenture, including Article 10 thereof.

          4. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that
the Guarantees shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Guarantee.

          5. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

               (a) The Guaranteeing Subsidiary may not consolidate with or merge
          with or into (whether or not such Guarantor is the surviving Person)
          another corporation, Person or entity whether or not affiliated with
          such Guarantor unless:

                    (i) subject to Section 11.05 of the Indenture, the Person
               formed by or surviving any such consolidation or merger (if other
               than a Guarantor or the Company) shall be a corporation organized
               and validly existing under the laws of the United States or any
               state thereof or the District of Columbia, and unconditionally
               assumes all the obligations of such Guarantor, pursuant to a
               supplemental indenture in form and substance reasonably
               satisfactory to the Trustee, under the Notes, the Indenture and
               the Guarantee on the terms set forth herein or therein;

                    (ii) immediately after giving effect to such transaction, no
               Default or Event of Default exists; and

                    (iii) the company would be permitted, immediately after
               giving effect to such transaction, to incur at least $1.00 of
               additional Indebtedness (other than Permitted Indebtedness)
               pursuant to Section 4.09 of the Indenture.


                                      F-3
<PAGE>

               (b) In case of any such consolidation, merger, sale or conveyance
          and upon the assumption by the successor Person, by supplemental
          indenture, executed and delivered to the Trustee and satisfactory in
          form to the Trustee, of the Guarantee endorsed upon the Notes and the
          due and punctual performance of all of the covenants and conditions of
          the Indenture to be performed by the Guarantor, such successor Person
          shall succeed to and be substituted for the Guarantor with the same
          effect as if it had been named herein as a Guarantor. Such successor
          Person thereupon may cause to be signed any or all of the Guarantees
          to be endorsed upon all of the Notes issuable hereunder which
          theretofore shall not have been signed by the Company and delivered to
          the Trustee. All the Guarantees so issued shall in all respects have
          the same legal rank and benefit under the Indenture as the Guarantees
          theretofore and thereafter issued in accordance with the terms of the
          Indenture as though all of such Guarantees had been issued at the date
          of the execution hereof.

               (c) Except as set forth in Articles 4 and 5 of the Indenture, and
          notwithstanding clauses(a)(iii) above, nothing contained in the
          Indenture or in any of the Notes shall prevent any consolidation or
          merger of a Guarantor with or into the Company or another Guarantor,
          or shall prevent any sale or conveyance of the property of a Guarantor
          as an entirety or substantially as an entirety to the Company or
          another Guarantor.

          6. RELEASES. In the event of a sale or other disposition of all of the
assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of all to the capital stock of any Guarantor, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Guarantee; PROVIDED that the
Net Cash Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of the Indenture, including without limitation
Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an
Officers' Certificate and an Opinion of Counsel to the effect that such sale or
other disposition was made by the Company in accordance with the applicable
provisions of the Indenture, including without limitation Section 4.10 of the
Indenture, the Trustee shall execute any documents reasonably required in order
to evidence the release of any Guarantor from its obligations under its
Guarantee.

          Any Guarantor not released from its obligations under its Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under the Indenture as
provided in Article 11 of the Indenture.

          7. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the


                                      F-4
<PAGE>

Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that such a
waiver is against public policy.

          8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

          9. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

          10. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

          11. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                      F-5
<PAGE>

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

Dated:  _______________, ____

                                     [Guaranteeing Subsidiary]

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

                                     UNITED STATES TRUST COMPANY OF
                                         NEW YORK, as Trustee

                                     By:
                                          -------------------------------------
                                          Name:
                                          Title:
<PAGE>

                                                                      SCHEDULE I

                             SCHEDULE OF GUARANTORS

          The following schedule lists each Guarantor under the Indenture as of
the Issue Date:

          1. Dur-O-Wal, Inc., a Delaware corporation.

          2. Symons Corporation, a Delaware corporation.