<PAGE>

                                                                     Exhibit 4.1


                                                                  EXECUTION COPY
================================================================================











                                 PMD GROUP INC.

                         11% SUBORDINATED NOTES DUE 2011


                  Guaranteed to the extent set forth herein by

                           the GUARANTORS named herein

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

                                    INDENTURE

                          Dated as of February 28, 2001

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

          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee

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







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






<PAGE>


                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                  Indenture Section

310 (a)(1)................................................................7.10
(a)(2) ...................................................................7.10
(a)(3)....................................................................N.A.
(a)(4)....................................................................N.A.
(a)(5)....................................................................7.10
(b).......................................................................7.10
(c).......................................................................N.A.
311(a)....................................................................7.11
(b).......................................................................7.11
(c).......................................................................N.A.
312 (a)...................................................................2.05
(b)......................................................................11.03
(c)......................................................................10.03
313(a)....................................................................7.06
(b)(1)....................................................................N.A.
(b)(2)...................................................................7.06;
                                                                         7.07
(c)......................................................................7.06;
                                                                         11.02
(d).......................................................................7.06
314(a)...................................................................11.05
(b).......................................................................N.A.
(c)(1)...................................................................11.04
(c)(2)...................................................................11.04
(c)(3)....................................................................N.A.
(d).......................................................................N.A.
(e)......................................................................11.05
(f).......................................................................N.A.
315 (a)...................................................................7.01
(b)......................................................................7.05;
                                                                         10.02
(c).......................................................................7.01
(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)..................................................................10.01
(b).......................................................................N.A.
(c)......................................................................10.01
N.A. means not applicable.


                                       2
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*This Cross-Reference Table is not part of the Indenture.








                                       3
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE............................................2
     Section 1.01  Definitions..................................................................2
     Section 1.02  Other Definitions...........................................................27
     Section 1.03  Incorporation of TIA Provisions.............................................28
     Section 1.04  Rules of Construction.......................................................28

ARTICLE 2 THE NOTES............................................................................28
     Section 2.01  Form and Dating.............................................................28
     Section 2.02  Execution and Authentication................................................29
     Section 2.03  Registrar and Paying Agent..................................................30
     Section 2.04  Paying Agent to Hold Money in Trust.........................................30
     Section 2.05  Holder Lists................................................................31
     Section 2.06  Transfer and Exchange.......................................................31
     Section 2.07  Replacement Notes...........................................................43
     Section 2.08  Outstanding Notes...........................................................43
     Section 2.09  Treasury Notes..............................................................43
     Section 2.10  Temporary Notes.............................................................43
     Section 2.11  Cancellation................................................................44
     Section 2.12  Defaulted Interest..........................................................44

ARTICLE 3 REDEMPTION AND PREPAYMENT............................................................44
     Section 3.01  Notices to Trustee..........................................................44
     Section 3.02  Selection of Notes to Be Redeemed...........................................44
     Section 3.03  Notice of Redemption........................................................45
     Section 3.04  Effect of Notice of Redemption..............................................45
     Section 3.05  Deposit of Redemption Price.................................................46
     Section 3.06  Notes Redeemed in Part......................................................46
     Section 3.07  Optional Redemption.........................................................46
     Section 3.08  Mandatory Redemption........................................................47
     Section 3.09  Offer to Purchase by Application of Excess Proceeds.........................47

ARTICLE 4 COVENANTS............................................................................49
     Section 4.01  Payment of Notes............................................................49
     Section 4.02  Maintenance of Office or Agency.............................................49
     Section 4.03  Reports.....................................................................49
     Section 4.04  Compliance Certificate......................................................50
     Section 4.05  Taxes.......................................................................51
     Section 4.06  Stay, Extension and Usury Laws..............................................51
     Section 4.07  Restricted Payments.........................................................51
     Section 4.08  Dividend and Other Payment Restrictions Affecting Subsidiaries..............55


                                       i

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<S>                                                                                          <C>
     Section 4.09  Incurrence of Indebtedness and Issuance of Preferred Stock..................57
     Section 4.10  Asset Sales.................................................................59
     Section 4.11  Transactions with Affiliates................................................61
     Section 4.12  Liens.......................................................................63
     Section 4.13  Corporate Existence.........................................................63
     Section 4.14  Offer to Repurchase Upon Change of Control..................................63
     Section 4.15  No Senior Subordinated Indebtedness.........................................64
     Section 4.16  Limitation on Sale and Leaseback Transactions...............................64
     Section 4.17  Additional Note Guarantees..................................................65

ARTICLE 5 SUCCESSORS...........................................................................65
     Section 5.01  Merger, Consolidation, or Sale of Assets....................................65
     Section 5.02  Successor Corporation Substituted...........................................65

ARTICLE 6 DEFAULTS AND REMEDIES................................................................66
     Section 6.01  Events of Default...........................................................66
     Section 6.02  Acceleration................................................................67
     Section 6.03  Other Remedies..............................................................68
     Section 6.04  Waiver of Past Defaults.....................................................69
     Section 6.05  Control by Majority.........................................................69
     Section 6.06  Limitation on Suits.........................................................69
     Section 6.07  Rights of Holders of Notes to Receive Payment...............................69
     Section 6.08  Collection Suit by Trustee..................................................70
     Section 6.09  Trustee May File Proofs of Claim............................................70
     Section 6.10  Priorities..................................................................70
     Section 6.11  Undertaking for Costs.......................................................71

ARTICLE 7 TRUSTEE..............................................................................71
     Section 7.01  Duties of Trustee...........................................................71
     Section 7.02  Rights of Trustee...........................................................72
     Section 7.03  Individual Rights of Trustee................................................72
     Section 7.04  Trustee's Disclaimer........................................................73
     Section 7.05  Notice of Defaults..........................................................73
     Section 7.06  Reports by Trustee to Holders of the Notes..................................73
     Section 7.07  Compensation and Indemnity..................................................73
     Section 7.08  Replacement of Trustee......................................................74
     Section 7.09  Successor Trustee by Merger, etc............................................75
     Section 7.10  Eligibility; Disqualification...............................................75
     Section 7.11  Preferential Collection of Claims Against Company...........................75

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE.............................................75
     Section 8.01  Option to Effect Legal Defeasance or Covenant Defeasance....................75
     Section 8.02  Legal Defeasance and Discharge..............................................75


                                       ii
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<S>                                                                                          <C>
     Section 8.03  Covenant Defeasance.........................................................76
     Section 8.04  Conditions to Legal or Covenant Defeasance..................................76
     Section 8.05  Deposited Money and Government Securities to be Held in Trust; Other
             Miscellaneous Provisions..........................................................78
     Section 8.06  Repayment to Company........................................................78
     Section 8.07  Reinstatement...............................................................78

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER.....................................................79
     Section 9.01  Without Consent of Holders of Notes.........................................79
     Section 9.02  With Consent of Holders of Notes............................................79
     Section 9.03  Compliance with Trust Indenture Act.........................................81
     Section 9.04  Revocation and Effect of Consents...........................................81
     Section 9.05  Notation on or Exchange of Notes............................................81
     Section 9.06  Trustee to Sign Amendments, etc.............................................81

ARTICLE 10 SUBORDINATION.......................................................................81
     Section 10.01 Agreement to Subordinate....................................................81
     Section 10.02 Liquidation; Dissolution; Bankruptcy........................................82
     Section 10.03 Default on Designated Senior Indebtedness...................................82
     Section 10.04 Acceleration of Securities..................................................83
     Section 10.05 When Distribution Must Be Paid Over.........................................83
     Section 10.06 Notice by Company...........................................................83
     Section 10.07 Subrogation.................................................................83
     Section 10.08 Relative Rights.............................................................84
     Section 10.09 Subordination May Not Be Impaired by Company................................84
     Section 10.10 Distribution or Notice to Representative....................................84
     Section 10.11 Rights of Trustee and Paying Agent..........................................84
     Section 10.12 Authorization to Effect Subordination.......................................85
     Section 10.13 No Waiver of Subordination Provisions.......................................85
     Section 10.14 Amendments..................................................................85
     Section 10.15 Trustee's Compensation not Prejudiced.......................................85

ARTICLE 11 NOTE GUARANTEES.....................................................................85
     Section 11.01 Guarantee...................................................................85
     Section 11.02 Subordination of Note Guarantee.............................................86
     Section 11.03 Limitation of Guarantor Liability...........................................87
     Section 11.04 Execution And Delivery Of Note Guarantee....................................87
     Section 11.05 Guarantors May Consolidate, Etc., On Certain Terms..........................87
     Section 11.06 Releases Following Sale Of Assets...........................................88

ARTICLE 12 SATISFACTION AND DISCHARGE..........................................................89
     Section 12.01 Satisfaction and Discharge..................................................89
     Section 12.02 Application of Trust Money..................................................89

                                      iii
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<S>                                                                                          <C>
ARTICLE 13 MISCELLANEOUS.......................................................................90
     Section 13.01 Trust Indenture Act Controls................................................90
     Section 13.02 Notices.....................................................................90
     Section 13.03 Communication by Holders of Notes with Other Holders of Notes...............91
     Section 13.04 Certificate and Opinion as to Conditions Precedent..........................91
     Section 13.05 Statements Required in Certificate or Opinion...............................92
     Section 13.06 Rules by Trustee and Agents.................................................92
     Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders....92
     Section 13.08 Governing Law...............................................................92
     Section 13.09 No Adverse Interpretation of Other Agreements...............................92
     Section 13.10 Successors..................................................................92
     Section 13.11 Severability................................................................93
     Section 13.12 Counterpart Originals.......................................................93
     Section 13.13 Table of Contents, Headings, etc............................................93
</TABLE>

EXHIBITS
Exhibit A1: FORM OF NOTE
Exhibit A2: FORM OF REGULATION S TEMPORARY GLOBAL 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 NOTE GUARANTEE
Exhibit F:  FORM OF SUPPLEMENTAL INDENTURE






                                       iv
<PAGE>




      INDENTURE dated as of February 28, 2001, by and among PMD Group Inc., a
Delaware corporation (the "COMPANY"), the guarantors listed on the signature
pages hereto and Wells Fargo Bank Minnesota, National Association, 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 11% Senior Subordinated Notes due 2011 (the "NOTES").

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      DEFINITIONS.

      "144A GLOBAL NOTE" means the form of the Notes initially sold to QIBs.

      "ACCOUNTS RECEIVABLE SUBSIDIARY" means an Unrestricted Subsidiary of the
Company to which the Company or any of its Restricted Subsidiaries sells any of
its accounts receivable pursuant to a Receivables Facility.

      "ACQUIRED INDEBTEDNESS" means, with respect to any specified Person,

      (1)   Indebtedness of any other Person existing at the time that other
            Person is merged with or into or became a Subsidiary of that
            specified Person, excluding Indebtedness incurred in connection
            with, or in contemplation of, that other Person merging with or into
            or becoming a Subsidiary of that specified Person; and

      (2)   Indebtedness secured by a Lien encumbering an asset acquired by that
            specified Person at the time that asset is acquired by that
            specified Person.

      "ADDITIONAL NOTES" means Notes (other than the Initial Notes) issued under
this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the
same series as the Initial Notes.

      "AFFILIATE" of any specified Person means any other Person which, directly
or indirectly, controls, is controlled by or is under direct or indirect common
control with, that specified Person. For purposes of this definition, "control,"
when used with respect to any Person, means the power to direct the management
and policies of that Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing;
provided, no individual, other than a director of the Company or an officer of
the Company with a policy making function, shall be deemed an Affiliate of the
Company or any of its Subsidiaries, solely by reason of such individual's
employment, position or responsibilities by or with respect to the Company or
any of its Subsidiaries.

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

      "APPLICABLE PREMIUM" means, with respect to any note on any Redemption
Date, the greater of:

            (1)   1.0% of the principal amount of the note; or

            (2)   the excess of:



                                       2
<PAGE>

                  (a) the present value at such Redemption Date of (i) the
            redemption price of the Note at March 15, 2006 (such redemption
            price being set forth in the table appearing above) plus (ii) all
            required interest payments due on the Note through March 15, 2006
            (excluding accrued but unpaid interest), computed using a discount
            rate equal to the Treasury Rate as of such redemption Date plus 50
            basis points; over

                  (b)   the principal amount of the Note, if greater.

      "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 SALE" means:

      (1)   the sale, lease (that has the effect of a disposition), conveyance,
            disposition or other transfer (a "disposition") of any properties,
            assets or rights (including, without limitation, by way of a sale
            and leaseback); PROVIDED that the sale, lease, conveyance or other
            disposition of all or substantially all of the assets of the Company
            and its Subsidiaries taken as a whole will be governed by the
            provisions of Sections 4.14 and 5.01 and not by the provisions of
            Section 4.10; and

      (2)   the issuance, sale or transfer by the Company or any of its
            Restricted Subsidiaries of Equity Interests of any of the Company's
            Restricted Subsidiaries,

            in the case of either clause (1) or (2), whether in a single
            transaction or a series of related transactions,

            (a)   that have a fair market value in excess of $5.0 million; or

            (b)   for net proceeds in excess of $5.0 million.

      Notwithstanding the foregoing, the following items shall not be deemed to
be Asset Sales:

      (1)   dispositions in the ordinary course of business;

      (2)   a disposition of assets by the Company to a Restricted Subsidiary or
            by a Restricted Subsidiary to the Company or to another Restricted
            Subsidiary;

      (3)   a disposition of Equity Interests by a Restricted Subsidiary to the
            Company or to another Restricted Subsidiary;

      (4)   the sale and leaseback of any assets within 90 days of the
            acquisition thereof or the incurrence of any Lien not prohibited by
            the provision of the indenture described under Section 4.12;

      (5)   foreclosures on assets;

      (6)   any exchange of like property pursuant to Section 1031 of the
            Internal Revenue Code of 1986, as amended, for use in a Permitted
            Business;



                                       3
<PAGE>

      (7)   any sale of Equity Interests in, or Indebtedness or other securities
            of, an Unrestricted Subsidiary;

      (8)   a Permitted Investment or a Restricted Payment that is permitted by
            Section 4.07 hereof; and

      (9)   sales of accounts receivable, or participations therein, in
            connection with any Receivables Facility;

      (10)  sales of property or equipment that has become worn out, obsolete or
            damaged or otherwise unsuitable for use in connection with the
            business of the Company or any Restricted Subsidiary;

      (11)  the sale of equipment to the extent that such equipment is exchanged
            for credit against the purchase price of similar replacement
            equipment, or the proceeds of such sale are reasonably promptly
            applied to the purchase price of similar replacement equipment; and

      (12)  in the ordinary course of business, the license of patents,
            trademarks, copyrights and know-how to third Persons.

      "ATTRIBUTABLE INDEBTEDNESS" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in that sale and leaseback transaction, including any
period for which that lease has been extended or may, at the option of the
lessor, be extended.

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

      "BFGOODRICH" means The B.F.Goodrich Company, a New York corporation.

      "BOARD OF DIRECTORS" means the Board of Directors of the Company, or any
authorized committee of the Board of Directors.

      "BUSINESS DAY" means any day other than a Legal Holiday.

      "CAPITAL EXPENDITURE INDEBTEDNESS" means Indebtedness incurred by any
Person to finance the purchase or construction or improvement of any property or
assets acquired or constructed by that Person which have a useful life of more
than one year so long as:

      (1)   the purchase or construction price for that property or assets is
            included in "addition to property, plant or equipment" in accordance
            with GAAP;

      (2)   the acquisition or construction of that property or assets is not
            part of any acquisition of a Person or line of business; and

      (3)   that Indebtedness is incurred within 180 days of the acquisition or
            completion of construction of that property or assets.



                                       4
<PAGE>

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

      "CAPITAL STOCK" means:

      (1)   in the case of a corporation, corporate stock;

      (2)   in the case of an association or business entity, any and all
            shares, interests, participations, rights or other equivalents
            (however designated) of corporate stock;

      (3)   in the case of a partnership or limited liability company,
            partnership or membership interests (whether general or limited);
            and

      (4)   any other interest or participation that confers on a Person the
            right to receive a share of the profits and losses of, or
            distributions of assets of, the issuing Person.

      "CASH EQUIVALENTS" means;

      (1)   U.S. dollars and any other currency that is convertible into U.S.
            dollars without legal restrictions and which is utilized by the
            Company or any of the Restricted Subsidiaries in the ordinary course
            of business;

      (2)   Government Securities;

      (3)   any certificate of deposit maturing not more than 365 days after the
            date of acquisition issued by, or demand deposit or time deposit of,
            an Eligible Institution or any lender under the New Credit
            Facilities;

      (4)   repurchase obligations with a term of not more than seven days for
            underlying securities of the types described in clauses (2) and (3)
            above entered into with any financial institution meeting the
            qualifications specified in clause (3) above;

      (5)   any money market deposit accounts issued or offered by a financial
            institution meeting the qualifications specified in clause (3)
            above;

      (6)   commercial paper maturing not more than 365 days after the date of
            acquisition of an issuer (other than an Affiliate of the Company)
            with a rating, at the time as of which any investment therein is
            made, of "A-3" (or higher) according to S&P or "P-2" (or higher)
            according to Moody's or carrying an equivalent rating by a
            nationally recognized rating agency if both of the two named rating
            agencies cease publishing ratings of investments;

      (7)   any bankers acceptances of money market deposit accounts issued by
            an Eligible Institution;

      (8)   any fund investing exclusively in investments of the types described
            in clauses (1) through (7) above; and

      (9)   in the case of any Subsidiary organized or having its principal
            place of business outside the United States, investments denominated
            in the currency of the jurisdiction in which that Subsidiary is
            organized or has its principal place of business which are similar
            to the



                                       5
<PAGE>

            items specified in clauses (1) through (5) above, including without
            limitation any deposit with a bank that is a lender to any
            Restricted Subsidiary.

      "CLEARSTREAM" means Clearstream Banking, S.A.

      "CHANGE OF CONTROL" means the occurrence of any of the following:

      (1)   the sale, lease, transfer, conveyance or other disposition, other
            than by way of merger or consolidation, in one or a series of
            related transactions, of all or substantially all of the assets of
            the Company and its Subsidiaries, taken as a whole, to any "person"
            or "group" (as those terms are used in Section 13(d) of the Exchange
            Act), other than the Principals and their Related Parties;

      (2)   the adoption of a plan for the liquidation or dissolution of the
            Company;

      (3)   the consummation of any transaction, including, without limitation,
            any merger or consolidation, the result of which is that any
            "person" or "group" (as those terms are used in Section 13(d) of the
            Exchange Act), other than the Principals and their Related Parties,
            becomes the "beneficial owner" (as that term is defined in Rule
            13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly
            through one or more intermediaries, of more than 50% of the voting
            power of the outstanding voting stock of Parent or the Company; or

      (4)   the first day on which a majority of the members of the board of
            directors of the Company are not Continuing Members.

      "COMMISSION" means the Securities and Exchange Commission.

      "COMPANY" means PMD Group Inc., a Delaware corporation.

      "CONSOLIDATED CASH FLOW" means, with respect to any Person for any period,
the Consolidated Net Income of that Person and its Restricted Subsidiaries for
that period plus, to the extent deducted in computing Consolidated Net Income,

      (1)   provision for taxes based on income or profits of that Person and
            its Restricted Subsidiaries for that period;

      (2)   Fixed Charges of that Person for that period;

      (3)   depreciation, amortization (including amortization of goodwill and
            other intangibles) and all other non-cash charges, but excluding any
            other non-cash charge to the extent that it represents an accrual of
            or reserve for cash expenses in any future period or amortization of
            a prepaid cash expense that was paid in a prior period, of that
            Person and its Restricted Subsidiaries for that period;

      (4)   net periodic post-retirement benefits;

      (5)   other income or expense net as set forth on the face of that
            Person's statement of operations;



                                       6
<PAGE>

      (6)   expenses and charges of the Company related to the Transactions,
            including any purchase price adjustment or any other payments made
            pursuant to or as contemplated in the Transaction Agreements or any
            financial advisory agreements with Credit Suisse First Boston
            Corporation or any of its Affiliates, including Donaldson, Lufkin &
            Jenrette Securities Corporation, and Deutsche Banc Alex. Brown or
            any of its Affiliates, described under Section 4.11, and Transaction
            Financing, the New Credit Facilities and the application of the
            proceeds thereof; and

      (7)   any non-capitalized transaction costs incurred in connection with
            actual, proposed or abandoned financings, acquisitions or
            divestitures, including, but not limited to, financing and
            refinancing fees and costs incurred in connection with the
            Transactions and Transaction Financing,

in each case, on a consolidated basis and determined in accordance with GAAP.
Notwithstanding the foregoing, the provision for taxes based on the income or
profits of the Fixed Charges of, and the depreciation and amortization and other
non-cash charges of, a Restricted Subsidiary of a Person shall be added to
Consolidated Net Income to compute Consolidated Cash Flow only to the extent
(and in the same proportion) that Net Income of such Restricted Subsidiary was
included in calculating the Consolidated Net Income of such Person.

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

      (1)   the interest expense of that Person and its Restricted Subsidiaries
            for that period, on a consolidated basis, determined in accordance
            with GAAP, including amortization of original issue discount,
            non-cash interest payments, the interest component of all payments
            associated with Capital Lease Obligations, imputed interest with
            respect to Attributable Indebtedness, commissions, discounts and
            other fees and charges incurred in respect of letter of credit or
            bankers' acceptance financings, and net payments, if any, pursuant
            to Hedging Agreements; PROVIDED that in no event shall any
            amortization of deferred financing costs be included in Consolidated
            Interest Expense; and

      (2)   the consolidated capitalized interest of that Person and its
            Restricted Subsidiaries for that period, whether paid or accrued;
            PROVIDED, HOWEVER, that Receivables Fees shall be deemed not to
            constitute Consolidated Interest Expense.

      Notwithstanding the foregoing, the Consolidated Interest Expense with
respect to any Restricted Subsidiary that is not a Wholly Owned Restricted
Subsidiary shall be included only to the extent and in the same proportion that
the Net Income of that Restricted Subsidiary was included in calculating
Consolidated Net Income.

      "CONSOLIDATED NET DEBT" means, with respect to any Person as of any date
of determination, the aggregate principal amount of Indebtedness for borrowed
money of such Person and its Restricted Subsidiaries as of such date, less the
aggregate amount of cash and Cash Equivalents of such Person and its Restricted
Subsidiaries, in each case determined on a consolidated basis in accordance with
GAAP.

      Notwithstanding the foregoing, the Consolidated Net Debt with respect to
any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary shall
be included only to the extent and in the same proportion that the Net Income of
that Restricted Subsidiary was included in calculating Consolidated Net Income.



                                       7
<PAGE>

      "CONSOLIDATED NET INCOME" means, with respect to any Person for any
period, the aggregate of the Net Income of that Person and its Restricted
Subsidiaries for that period, on a consolidated basis, determined in accordance
with GAAP; PROVIDED that

      (1)   the Net Income (or loss) of any Person that is not the Company or a
            Restricted Subsidiary or that is accounted for by the equity method
            of accounting shall be included only to the extent of the amount of
            dividends or distributions paid in cash to the referent Person or a
            Restricted Subsidiary thereof;

      (2)   the Net Income (or loss) of any Restricted Subsidiary other than a
            Subsidiary organized or having its principal place of business
            outside the United States shall be excluded to the extent that the
            declaration or payment of dividends or similar distributions by that
            Restricted Subsidiary of that Net Income (or loss) is not at the
            date of determination permitted without any prior governmental
            approval (that has not been obtained) or, directly or indirectly, by
            operation of the terms of its charter or any agreement, instrument,
            judgment, decree, order, statute, rule or governmental regulation
            applicable to that Restricted Subsidiary;

      (3)   the Net Income (or loss) of any Person acquired in a pooling of
            interests transaction for any period prior to the date of that
            acquisition shall be excluded; and

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

      "CONSOLIDATED NET TANGIBLE ASSETS" means, with respect to any Person, the
total assets MINUS unamortized deferred tax assets, goodwill, patents,
trademarks, service marks, trade names, copyrights and all other items which
would be treated as intangibles, in each case on the most recent consolidated
balance sheet of such Person and its Restricted Subsidiaries prepared in
accordance with GAAP.

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

      (1)   was a member of Board of Directors immediately after consummation of
            the Transactions; or

      (2)   was nominated for election or elected to the Board of Directors with
            the approval of, or whose election to the Board of Directors was
            ratified by, at least a majority of the Continuing Members who were
            members of the Board of Directors at the time of that nomination or
            election.

      "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

      "CUSTODIAN" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

      "DEFAULT" means any event that is or with the passage 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 hereof, in the form of
Exhibit A-1 hereto except that such Note shall not



                                       8
<PAGE>

bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

      "DEPOSITARY" means The Depository Trust Company.

      "DESIGNATED NONCASH CONSIDERATION" means the fair market value of non-cash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Sale that is so designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
that valuation, executed by the principal executive officer and the principal
financial officer of the Company, less the amount of cash or Cash Equivalents
received in connection with a sale of that Designated Noncash Consideration.

      "DESIGNATED SENIOR INDEBTEDNESS" means:

      (1)  any Indebtedness outstanding under the New Credit Facilities; and

      (2) any other Senior Indebtedness permitted under the indenture the
principal amount of which is $25.0 million or more and that has been designated
by PMD Group Inc. in writing to the Trustee as "Designated Senior Indebtedness."

      "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable), or upon the happening of any event (other than any event solely
within the control of the issuer thereof), matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, is exchangeable for
Indebtedness (except to the extent exchangeable at the option of that Person
subject to the terms of any debt instrument to which that Person is a party) or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date on which the Notes mature; PROVIDED that any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the
right to require the Company to repurchase that Capital Stock upon the
occurrence of a Change of Control or an Asset Sale shall not constitute
Disqualified Stock if the terms of that Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to those provisions
unless that repurchase or redemption complies with Section 4.07 hereof; and
PROVIDED FURTHER that, if that Capital Stock is issued to any plan for the
benefit of employees of the Company or its Subsidiaries or by any such plan to
those employees, that Capital Stock shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Company in order to
satisfy applicable statutory or regulatory obligations.

      "DLJ MERCHANT BANKING FUNDS" means DLJ Merchant Banking Partners III, L.P.
and its Affiliates.

      "DOMESTIC SUBSIDIARY" means a Subsidiary (1) that is organized under the
laws of the United States or any state, district or territory thereof, and (2)
the stock of which is not held, directly or indirectly, by a Subsidiary not
organized under the laws of the United States or any state, district or
territory thereof.

      "ELIGIBLE INSTITUTION" means a commercial banking institution that has
combined capital and surplus not less than $500.0 million or its equivalent in
foreign currency.

      "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "EQUITY OFFERING" means (1) an underwritten primary public or private
offering of Equity Interests of the Company or (2) a purchase of Equity
Interests of the Company which results in net cash proceeds of



                                       9
<PAGE>

at least $25.0 million by any Person which (A) has a common equity market
capitalization in excess of $500 million and (B) is engaged in a Permitted
Business.

      "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

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

      "EXCHANGE NOTES" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

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

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

      "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the New Credit
Facilities) in existence on the date of this Indenture, until those amounts are
repaid.

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

      (1)   the Consolidated Interest Expense of that Person for that period;
            and

      (2)   all dividend payments on any series of preferred stock of that
            Person (other than dividends payable solely in Equity Interests that
            are not Disqualified Stock),

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

      "FIXED CHARGE COVERAGE RATIO" means, with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of that Person for that period
(exclusive of amounts attributable to discontinued operations, as determined in
accordance with GAAP, or operations and businesses disposed of prior to the
Calculation Date) to the Fixed Charges of that Person for that period (exclusive
of amounts attributable to discontinued operations, as determined in accordance
with GAAP, or operations and businesses disposed of prior to the Calculation
Date).

      In the event that the referent Person or any of its Subsidiaries incurs,
assumes, guarantees or redeems any Indebtedness (other than revolving credit
borrowings) or issues or redeems preferred stock subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "CALCULATION DATE"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to that incurrence,
assumption, guarantee or redemption of Indebtedness, or that issuance or
redemption of preferred stock and the use of the proceeds therefrom, as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

      In addition, for purposes of making the computation referred to above, the
Transactions and acquisitions that may be made by the Company or any of its
Subsidiaries, including all mergers or consolidations and any related financing
transactions, during the four-quarter reference period or subsequent to that
reference period and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period and Consolidated
Cash Flow for that reference period shall be calculated to include the
Consolidated Cash Flow of the acquired entities on a



                                       10
<PAGE>

pro forma basis after giving effect to cost savings reasonably expected to be
realized in connection with that acquisition, as determined in good faith by an
officer of the Company (regardless of whether those cost savings could then be
reflected in pro forma financial statements under GAAP, Regulation S-X
promulgated by the Commission or any other regulation or policy of the
Commission) and without giving effect to clause (3) of the proviso set forth in
the definition of Consolidated Net Income.

      "FOREIGN CREDIT FACILITIES" means any Indebtedness of a Restricted
Subsidiary organized or having its principal place of business outside the
United States. Indebtedness under the Foreign Credit Facilities outstanding on
the date on which the Notes are first issued and authenticated under this
Indenture shall be deemed to have been incurred on that date in reliance on the
first paragraph of Section 4.09 hereof.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of 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 hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

      "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.

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

      "GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit or
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

      "GUARANTORS" means (i) each Restricted Subsidiary of the Company on the
date of this Indenture that is a Domestic Subsidiary and (ii) any other
Subsidiary that executes a Note Guarantee in accordance with the provisions of
this Indenture.

      "HEDGING AGREEMENTS" means, with respect to any Person, the obligations of
such Person under (a) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, (b) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates and (c) foreign currency or commodity hedge, exchange or similar
protection agreements.

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

      "IAI GLOBAL NOTE" means the global Note substantially 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 by the Notes sold to Institutional Accredited
Investors.

      "INDEBTEDNESS" means, with respect to any Person, any indebtedness of that
Person in respect of borrowed money or evidenced by bonds, notes, debentures or
similar instruments or letters of credit (or reimbursement agreements in respect
thereof) or banker's acceptances or representing Capital Lease



                                       11
<PAGE>

Obligations or the balance deferred and unpaid of the purchase price of any
property or representing net obligations under any Hedging Agreements, except
any such balance that constitutes an accrued expense, trade payable or customer
contract advances, if and to the extent any of the foregoing Indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of that Person prepared in accordance with GAAP (but excluding
(A) earnout or other similar obligations until such time as the amount of such
obligation is capable of being determined and its payment is probable, or (B)
other accrued liabilities arising in the ordinary course of business which are
not overdue or which are being contested in good faith), as well as all
Indebtedness of others secured by a Lien on any asset of that Person (whether or
not that Indebtedness is assumed by that Person) and, to the extent not
otherwise included, the guarantee by that Person of any Indebtedness of any
other Person, PROVIDED that Indebtedness shall not include the pledge by the
Company of the Capital Stock of an Unrestricted Subsidiary of the Company to
secure Non-Recourse Debt of that Unrestricted Subsidiary.

      The amount of any Indebtedness outstanding as of any date shall be:

      (1)   the accreted value thereof, (together with any interest thereon that
            is more than 30 days past due), in the case of any Indebtedness that
            does not require current payments of interest; and

      (2)   the principal amount thereof (together with any interest thereon
            that is more than 30 days past due), in the case of any other
            Indebtedness PROVIDED that the principal amount of any Indebtedness
            that is denominated in any currency other than United States dollars
            shall be the amount thereof, as determined pursuant to the foregoing
            provision, converted into United States dollars at the Spot Rate in
            effect on the date that Indebtedness was incurred or, if that
            indebtedness was incurred prior to the date of this Indenture, the
            Spot Rate in effect on the date of this Indenture. If such
            Indebtedness is incurred to refinance other Indebtedness denominated
            in a foreign currency, and such refinancing would cause the
            applicable U.S. dollar-denominated restriction to be exceeded if
            calculated at the relevant Spot Rate in effect on the date of such
            refinancing, such U.S. dollar-denominated restriction shall be
            deemed not to have been exceeded so long as the principal amount of
            such refinancing Indebtedness does not exceed the principal amount
            of such Indebtedness being refinanced. The principal amount of any
            Indebtedness incurred to refinance other Indebtedness, if incurred
            in a different currency from the Indebtedness being refinanced,
            shall be calculated based on the Spot Rate applicable to the
            currencies in which such respective Indebtedness is denominated that
            is in effect on the date of such refinancing.

      In addition, for the purpose of avoiding duplication calculating the
outstanding principal amount of Indebtedness for purposes of Section 4.09 of
this Indenture, Indebtedness arising solely by reason of the existence of a Lien
permitted under Section 4.12 of this Indenture to secure other Indebtedness
permitted to be incurred under Section 4.09 of this Indenture will not be
considered to be incremental Indebtedness.

      Indebtedness shall not include obligations of any Person (A) arising from
the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently drawn against insufficient funds in the
ordinary course of business, PROVIDED that such obligations are extinguished
within two Business Days of their incurrence, (B) resulting from the endorsement
of negotiable instruments for collection in the ordinary course of business and
consistent with past business practices and (C) under stand-by letters of credit
to the extent collateralized by cash or Cash Equivalents.

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



                                       12
<PAGE>

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

      "INITIAL NOTES" means the first $275,000,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.

      "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, who are not also QIBs.

      "INTEREST RECORD DATE" means the March 1 or September 1 (whether or not a
Business Day), as the case may be, immediately preceding any interest payment
date.

      "INVESTMENTS" means, with respect to any Person, all investments by that
Person in other Persons, including Affiliates, in the forms of direct or
indirect loans (including guarantees by the referent Person of, and Liens on any
assets of the referent Person securing, Indebtedness or other obligations of
other Persons), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP, PROVIDED that an investment by the Company for consideration consisting of
common equity securities of the Company shall not be deemed to be an Investment
other than for purposes of clause (3) of the definition of "Qualified Proceeds."

      The amount of any Investment shall be the original cost of such
Investment, plus the cost of all additions thereto, and minus the amount of any
portion of such Investment repaid to such Person in cash as a repayment of
principal or a return of capital, as the case may be, but without any other
adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment. In determining the amount of any
Investment involving a transfer of any property or asset other than cash, such
property shall be valued at fair market value at the time of such transfer, as
determined in good faith by the Board of Directors (or comparable body) of the
Person making such transfer.

      "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or 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.

      "LEVERAGE RATIO" means, for any four quarter period, the ratio of
Consolidated Net Debt less the U.S. dollar equivalent of foreign Cash
Equivalents as of the last day of such four quarter period to Consolidated Cash
flow for such four quarter period. In addition, for purposes of making the
computation referred to above, the Transactions and acquisitions that may be
made by the Company or any of its Subsidiaries, including all mergers or
consolidations and any related financing transactions during the four quarter
reference period or subsequent to that reference period and on or prior to the
calculation date shall be deemed to have occurred on the first day of the four
quarter reference period and Consolidated Cash Flow for that reference period
shall be calculated to include the consolidated Cash Flow of the acquired
entities on a pro forma basis after giving effect to cost savings reasonably
expected to be realized in connection with that acquisition, as determined in
good faith by an officer of the Company (regardless of whether those cost




                                       13
<PAGE>

savings could then be reflected in pro forma financial statements under GAAP,
Regulation S-X promulgated by the Commission or any other regulation or policy
of the Commission) and without giving effect to clause (3) of the proviso set
forth in the definition of Consolidated Net Income.

      "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of that asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any other agreement to give a security interest.

      "LIQUIDATED DAMAGES" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

      "MANAGEMENT LOANS" means one or more loans by the Company or Parent to
officers and/or directors of the Company and any of its Restricted Subsidiaries
to finance the purchase by such officers and directors of common stock of Parent
or the Company; PROVIDED that the aggregate principal amount of all such
Management Loans outstanding at any time shall not exceed the sum of $10.0
million and the amount of proceeds of such loans received by the Company in
connection with the issuance of its Equity Interests or as a contribution to its
capital.

      "NET INCOME" means, with respect to any Person, the net income (loss) of
that Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however:

      (1)   any gain (or loss), together with any related provision for taxes on
            that gain (or loss), realized in connection with:

            (a)   any Asset Sale, including, without limitation, dispositions
                  pursuant to sale and leaseback transactions; or

            (b)   the extinguishment of any Indebtedness of that Person or any
                  of its Restricted Subsidiaries; and

      (2)   any extraordinary or nonrecurring gain (or loss), together with any
            related provision for taxes on that extraordinary or nonrecurring
            gain (or loss).

      "NET PROCEEDS" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of, without duplication:

      (1)   the direct costs relating to that Asset Sale, including, without
            limitation, legal, accounting and investment banking fees, and sales
            commissions, recording fees, title transfer fees and appraiser fees
            and cost of preparation of assets for sale, and any relocation
            expenses incurred as a result thereof;

      (2)   taxes paid or payable as a result thereof;

      (3)   amounts required to be applied to the repayment of Indebtedness
            (other than revolving credit Indebtedness incurred pursuant to the
            New Credit Facilities unless there is a required reduction in
            commitments) secured by a Lien on the asset or assets that were the
            subject of that Asset Sale;



                                       14
<PAGE>

      (4)   any reserve established in accordance with GAAP or any amount placed
            in escrow, in either case for adjustment in respect of the sale
            price of such asset or assets until such time as that reserve is
            reversed or that escrow arrangement is terminated, in which case Net
            Proceeds shall include only the amount of the reserve so reversed or
            the amount returned to the Company or its Restricted Subsidiaries
            from that escrow arrangement, as the case may be; and

      (5)   cash payments attributable to Persons owning an interest in the
            assets subject to the Asset Sale.

      "NEW CREDIT FACILITIES" means that certain credit agreement by and among
the Company, certain subsidiaries of the Company from time to time party thereto
as guarantors, the lenders thereto, and Credit Suisse First Boston as
syndication agent and Bankers Trust Company as administrative agent, including
any related notes, guarantees, letters of credit, collateral documents, rate
protection or hedging arrangement, instruments and agreements executed in
connection therewith, and, in each case, as amended, modified, renewed,
refunded, replaced (which need not be in lieu of a corresponding reduction in
commitments) or refinanced from time to time (including any restatements
thereof), including any agreement:

      (1)   by or with the same or any other lender, creditor, or any one or
            more group of lenders or group of creditors (whether or not
            including any or all of the financial institutions party to the
            aforementioned credit agreement);

      (2)   extending or shortening the maturity of any Indebtedness incurred
            thereunder or contemplated thereby;

      (3)   adding or deleting borrowers or guarantors thereunder;

      (4)   increasing the amount of Indebtedness incurred thereunder or
            available to be borrowed thereunder; PROVIDED that on the date that
            Indebtedness is incurred it would not be prohibited by clause (i) of
            Section 4.09 hereof; or

      (5)   otherwise altering the terms and conditions thereof.

      Indebtedness under the New Credit Facilities outstanding on the date on
which the Notes are first issued and authenticated under this Indenture shall be
deemed to have been incurred on that date in reliance on the first paragraph of
Section 4.09 hereof.

      "NON-RECOURSE DEBT" means Indebtedness,

      (1)   no default with respect to, which (including any rights that the
            holders thereof may have to take enforcement action against an
            Unrestricted Subsidiary) would permit (upon notice, lapse of time or
            both) any holder of any other Indebtedness of the Company or any of
            its Restricted Subsidiaries to declare a default on such other
            Indebtedness or cause the payment thereof to be accelerated or
            payable prior to its stated maturity; and

      (2)   as to which the lenders have been notified in writing that they will
            not have any recourse to the stock (other than the stock of an
            Unrestricted Subsidiary pledged by the Company to secure debt of
            that Unrestricted Subsidiary) or assets of the Company or any of its
            Restricted Subsidiaries;



                                       15
<PAGE>

PROVIDED that in no event shall Indebtedness of any Unrestricted Subsidiary fail
to be Non-Recourse Debt solely as a result of any default provisions contained
in a guarantee thereof by the Company or any of its Restricted Subsidiaries if
the Company or that Restricted Subsidiary was otherwise permitted to incur that
guarantee pursuant to this Indenture.

      "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.

      "NOTE GUARANTEE" means the guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

      "NOTES" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture.

      "OBLIGATIONS" means any principal, interest (including, without
limitation, interest accruing subsequent to the filing of, or which would have
accrued but for the filing of, a petition for bankruptcy, whether or not that
interest is an allowable claim in that bankruptcy proceeding), penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

      "OFFERING" means the offering of the Notes by the Company.

      "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, any Assistant Secretary or any Vice-President of such Person or
any other officer designated by the Board of Directors.

      "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Sections 13.04 and 13.05 hereof.

      "OPINION OF COUNSEL" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Sections 13.04 and
13.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

      "PARENT" means PMD Group Holdings Inc., the corporate parent of the
Company, or its successors.

      "PARI PASSU INDEBTEDNESS" means Indebtedness of the Company that ranks
PARI PASSU in right of payment to the Notes.

      "PARI PASSU INDEBTEDNESS PRO RATA SHARE" means the amount of the
applicable Net Cash Proceeds obtained by multiplying the amount of such Net Cash
Proceeds by a fraction, (1) the numerator of which is the aggregate accreted
value and/or principal amount, as the case may be, of all Pari Passu
Indebtedness outstanding at the time of the applicable Asset Sale and (2) the
denominator of which is the sum of (a) the aggregate principal amount of all
Notes outstanding at the time of the applicable Asset Sale and (b) the aggregate
principal amount or the aggregate accreted value, as the case may be, of all
Pari Passu Indebtedness outstanding at the time of the Asset Sale Offer.



                                       16
<PAGE>

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

      "PERFORMANCE MATERIALS" means the Performance Materials Segment excluding
the electronic materials division and the textile dyes and drug delivery systems
businesses that were not acquired by the Company in connection with the
Transactions.

      "PERFORMANCE MATERIALS SEGMENT" means the performance materials segment of
BFGoodrich.

      "PERMITTED BUSINESS" means (1) those businesses in which the Company or
any of the Restricted Subsidiaries is engaged on the date of this Indenture, or
that are reasonably related, ancillary, incidental or complementary thereto and
(2) any business (the "Other Business") which forms a part of a business (the
"Acquired Business") which is acquired by the Company or any of the Restricted
Subsidiaries if the primary intent of the Company or such Restricted Subsidiary
was to acquire that portion of the Acquired Business which meets the
requirements of clause (1) of this definition.

      "PERMITTED JUNIOR SECURITIES" means Equity Interests in the Company, or
any other Person or debt securities of the Company or any other Person that are
subordinated to all Senior Indebtedness and any debt securities issued in
exchange for Senior Indebtedness to substantially the same extent as, or to a
greater extent that, the notes are subordinated to Senior Indebtedness.

      "PERMITTED INVESTMENTS" means:

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

      (2)   any Investment in cash or Cash Equivalents;

      (3)   Investments in prepaid expenses, negotiable instruments held for
            collection and lease, utility and workers' compensation, performance
            and other similar deposits;

      (4)   loans and advances to employees made in the ordinary course of
            business not to exceed $5.0 million in the aggregate at any one time
            outstanding, the Management Loans or Investments in Parent to fund
            Management Loans;

      (5)   any Investment by the Company or any Restricted Subsidiary of the
            Company in a Person, if as a result of that Investment,

            (a)   that Person becomes a Restricted Subsidiary of the Company; or

            (b)   that Person is merged, consolidated or amalgamated with or
                  into, or transfers or conveys substantially all of its assets
                  to, or is liquidated into, the Company or a Wholly Owned
                  Restricted Subsidiary of the Company;

      (6)   transactions with officers, directors and employees of the Company
            or any Restricted Subsidiary entered into in the ordinary course of
            business (including compensation, employee benefit or indemnity
            arrangements with any such officer, director or employee) and
            consistent with past business practices;

      (7)   Investments in existence or made pursuant to written commitments
            existing as of the date hereof and any amendment, extension, renewal
            or modification thereof to the extent that



                                       17
<PAGE>

            any such amendment, extension, renewal or modification complies with
            the terms of this Indenture;

      (8)   any Investment consisting of a guarantee by a Guarantor of Senior
            Indebtedness or any guaranty permitted in Section 4.09 hereof;

      (9)   Investments consisting of non-cash consideration received in the
            form of securities, notes or similar obligations in connection with
            dispositions of obsolete or worn out assets permitted pursuant to
            this Indenture not at any time exceeding, in the case of all such
            notes and similar obligations, the amount of $5.0 million;

      (10)  advances, loans or extensions of credit to suppliers in the ordinary
            course of business by the Company or any Restricted Subsidiary
            consistent with past practice as of the date hereof;

      (11)  Investments (including debt obligations) received in connection with
            the bankruptcy or reorganization of suppliers and customers and in
            settlement of delinquent obligations of, and other disputes with,
            customers and suppliers arising in the ordinary course of business;

      (12)  any Investment made as a result of the receipt of non-cash
            consideration from an Asset Sale that was made pursuant to Section
            4.10 hereof;

      (13)  any Investment acquired solely in exchange for Equity Interests
            (other than Disqualified Stock) of the Company;

      (14)  any Investment in a Person engaged in a Permitted Business (other
            than an Investment in an Unrestricted Subsidiary) having an
            aggregate fair market value, taken together with all other
            Investments made pursuant to this clause (14) that are at that time
            outstanding, not to exceed 5% of Total Assets at the time of that
            Investment (with the fair market value of each Investment being
            measured at the time made and without giving effect to subsequent
            changes in value);

      (15)  Investments relating to any special purpose Wholly Owned Subsidiary
            of the Company organized in connection with a Receivables Facility
            that, in the good faith determination of the Board of Directors are
            necessary or advisable to effect that Receivables Facility; and

      (16)  Hedging Agreements permitted to be incurred under Section 4.09
            hereof.

      "PERMITTED LIENS" means:

      (1)   Liens on property of a Person existing at the time that Person is
            merged into or consolidated with the Company or any Restricted
            Subsidiary: PROVIDED that those Liens were not incurred in
            contemplation of that merger or consolidation and do not secure any
            property or assets of the Company or any Restricted Subsidiary other
            than the property or assets subject to the Liens prior to that
            merger or consolidation;

      (2)   Liens existing on the date of this Indenture;

      (3)   Liens securing Indebtedness consisting of Capital Lease Obligations,
            purchase money Indebtedness, mortgage financings, industrial revenue
            bonds or other monetary obligations, in each case incurred solely
            for the purpose of financing all or any part of the



                                       18
<PAGE>

            purchase price or cost of construction or installation of assets
            used in the business of the Company or its Restricted Subsidiaries,
            or repairs, additions or improvements to those assets, PROVIDED
            that:

            (a)   those Liens secure Indebtedness in an amount not in excess of
                  the original purchase price or the original cost of any such
                  assets or repair, additional or improvement thereto (plus an
                  amount equal to the reasonable fees and expenses in connection
                  with the incurrence of that Indebtedness);

            (b)   those Liens do not extend to any other assets of the Company
                  or its Restricted Subsidiaries (and, in the case of repair,
                  addition or improvements to any such assets, that Lien extends
                  only to the assets (and improvements thereto or thereon)
                  repaired, added to or improved);

            (c)   the Incurrence of that Indebtedness is permitted by Section
                  4.09 hereof; and

            (d)   those Liens attach within 365 days of that purchase,
                  construction, installation, repair, addition or improvement;

      (4)   Liens to secure any refinancings, renewals, extensions, modification
            or replacements (collectively, "REFINANCING") (or successive
            refinancings), in whole or in part, of any Indebtedness secured by
            Liens referred to in the clauses above so long as that Lien does not
            extend to any other property (other than improvements thereto);

      (5)   Liens securing letters of credit entered into in the ordinary course
            of business and consistent with past business practice;

      (6)   Liens on and pledges of the Capital Stock of any Unrestricted
            Subsidiary securing Non-Recourse Debt of that Unrestricted
            Subsidiary;

      (7)   Liens securing (a) Indebtedness (including all Obligations) under
            the New Credit Facilities or any Foreign Credit Facility or (b)
            Hedging Agreements;

      (8)   Liens imposed by law such as carriers', warehousemen's and
            mechanics' Liens and other similar Liens arising in the ordinary
            course of business which secure payment of obligations not more than
            60 days past due or which are being contested in good faith and by
            appropriate proceedings;

      (9)   Liens in favor of the Company or any Restricted Subsidiary;

      (10)  Liens for taxes, assessments or governmental charges or claims that
            are not yet delinquent or that are being contested in good faith by
            appropriate proceedings promptly instituted and diligently
            concluded; PROVIDED, HOWEVER, that any reserve or other appropriate
            provision as shall be required in conformity with GAAP shall have
            been made therefor;

      (11)  Liens resulting from the deposit of cash or notes in connection with
            contracts, tenders or expropriation proceedings, or to secure
            workers' compensation, surety or appeal bonds, costs of litigation
            when required by law and public and statutory obligations or
            obligations under franchise arrangements entered into in the
            ordinary course of business;



                                       19
<PAGE>

      (12)  Liens securing money borrowed (or any securities purchased
            therewith) which is (or are, in the case of securities) set aside at
            the time of the Incurrence of any Indebtedness permitted to be
            Incurred by Section 4.09 hereof above in order to prefund the
            payment of interest on such Indebtedness;

      (13)  Liens arising solely by virtue of any statutory or common law
            provision relating to bankers' liens, rights of set-off or similar
            rights and remedies as to deposit accounts or other funds maintained
            with a credit or depository institution; PROVIDED that (A) such
            deposit account is not a dedicated cash collateral account and is
            not subject to restrictions against access by the Company or any
            Subsidiary in excess of those set forth by regulations promulgated
            by the Federal Reserve Board, and (B) such deposit account is not
            intended by the Company or any Subsidiary to provide collateral to
            the depository institution;

      (14)  Liens evidenced by UCC financing statements regarding operating
            leases permitted by the Indenture or in respect of consigned goods;

      (15)  Liens consisting of judgment or judicial attachments liens
            (including prejudgment attachment); PROVIDED that the enforcement of
            such Liens is effectively stayed or payment of which is covered in
            full (subject to customary deductibles) by insurance or which do not
            otherwise result in an Event of Default;

      (16)  any encumbrances or restriction (including any put and call
            arrangements) with respect to the Equity Interests of any joint
            venture agreement to which the Company or any of its Restricted
            Subsidiaries is a party;

      (17)  Liens to secure Indebtedness or other obligations of any Receivables
            Subsidiary; and

      (18)  other Liens securing Indebtedness that is permitted by the terms of
            this Indenture to be outstanding having an aggregate principal
            amount at any one time outstanding not to exceed $50.0 million.

      "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness or Disqualified Stock of the Company or any of its
Restricted Subsidiaries; PROVIDED that:

      (1)   the stated value, principal amount (or accreted value, if
            applicable) of that Permitted Refinancing Indebtedness does not
            exceed the principal amount of (or accreted value, if applicable),
            plus premium, if any, and accrued interest on the Indebtedness so
            extended, refinanced, renewed, replaced, defeased or refunded (plus
            the amount of reasonable expenses incurred in connection therewith);

      (2)   that Permitted Refinancing Indebtedness representing a refinancing
            of Indebtedness other than Senior Indebtedness has a final maturity
            date no earlier than the final maturity date of, and has a Weighted
            Average Life to Maturity equal to or greater than the Weighted
            Average Life to Maturity of, the Indebtedness being extended,
            refinanced, renewed, replaced, defeased or refunded; and



                                       20
<PAGE>

      (3)   if the Indebtedness being extended, refinanced, renewed, replaced,
            defeased or refunded is subordinated in right of payment to the
            Notes, that Permitted Refinancing Indebtedness is subordinated in
            right of payment to, the Notes on terms at least as favorable, taken
            as a whole, to the Holders of Notes as those contained in the
            documentation governing the Indebtedness being extended, refinanced,
            renewed, replaced, defeased or refunded.

      "PERSON" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or agency or political subdivision thereof (including
any subdivision or ongoing business of any such entity or substantially all of
the assets of any such entity, subdivision or business).

      "PRINCIPALS" means PMD Investors I LLC, PMD Investors II LLC, AEA
Investors Inc., DLJMB Funding III, Inc., DLJ Merchant Banking, DB Capital/PMD
Investors, LLC and DB Capital Partners, Inc.

      "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.

      "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the Company or any
Restricted Subsidiary Incurred for the purpose of financing all or any part of
the purchase price or the cost of construction or improvement of any property;
PROVIDED that the aggregate principal amount of such Indebtedness does not
exceed the lesser of the fair market value of such property or such purchase
price or cost, including any refinancing of such Indebtedness that does not
increase the aggregate principal amount (or accreted amount, if less) thereof as
of the date of refinancing.

      "QUALIFIED PROCEEDS" means any of the following or any combination of the
following:

      (1)   cash;

      (2)   Cash Equivalents;

      (3)   assets (other than Investments) that are used or useful in a
            Permitted Business; and

      (4)   the Capital Stock of any Person engaged in a Permitted Business if,
            in connection with the receipt by the Company or any Restricted
            Subsidiary of the Company of that Capital Stock,

            (a)   that Person becomes a Restricted Subsidiary of the Company or
                  any Restricted Subsidiary of the Company; or

            (b)   that Person is merged, consolidated or amalgamated with or
                  into, or transfers or conveys substantially all of its assets
                  to, or is liquidated into, the Company or any Restricted
                  Subsidiary of the Company.

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

      "RECEIVABLES FACILITY" means one or more receivables financing facilities,
as amended from time to time, pursuant to which the Company or any of its
Restricted Subsidiaries sells its accounts receivable to an Accounts Receivable
Subsidiary.



                                       21
<PAGE>

      "RECEIVABLES FEES" means distributions or payments made directly or by
means of discounts with respect to any participation interests issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Receivables Facility.

      "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of February 28, 2001, by and among the Company and the other parties
named on the signature pages thereof, as such agreement may be amended, modified
or supplemented from time to time, and, with respect to any Additional Notes,
one or more registration rights agreements between the Company and the other
parties thereto, as such agreement(s) may be amended, modified or supplemented
from time to time, relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.

      "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, if applicable, 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 Restricted Period.

      "REGULATION S TEMPORARY GLOBAL NOTE" means a temporary global Note in the
form of Exhibit A-2 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 Notes initially sold in reliance on Rule 903
of Regulation S.

      "RELATED PARTY" means, with respect to any Principal,

      (1)   any Affiliate, direct or indirect controlling stockholder of that
            Principal or any partner, employee, director or officer of that
            Principal (it being understood that no "person" or "group" (as such
            terms are defined in Section 13(d) of the Exchange Act) shall
            constitute a Related Party solely as a result of an employee,
            director or officer being a member of such "person" or "group" (as
            such terms are defined in Section 13(d) of the Exchange Act)); or

      (2)   any trust, corporation, partnership or other entity, the
            beneficiaries, stockholders, partners, owners or Persons
            beneficially holding (directly or through one or more Subsidiaries)
            a 51% or more controlling interest of which consist of the
            Principals and/or such other Persons referred to in the immediately
            preceding clause (1) or (2).

      "REPRESENTATIVE" means the indenture trustee or other trustee, agent or
representative for any Senior Indebtedness.

      "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.



                                       22
<PAGE>

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

      "RESTRICTED PERIOD" means the 40-day distribution compliance period as
defined in Regulation S.

      "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of such Person
that 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.

      "SECURITIES ACT" means the Securities Act of 1933, as amended and the
rules and regulations promulgated thereunder.

      "SELLER NOTE" means the note of Parent issued to BFGoodrich in connection
with the Transactions.

      "SENIOR GUARANTEES" means the Guarantees by the Guarantors of Obligations
under the New Credit Facilities.

      "SENIOR INDEBTEDNESS" means with respect to any Person:

      (1) all Obligations of that Person outstanding under the New Credit
Facilities;

      (2) all Hedging Agreements of the Company;

      (3) all Obligations of the Company under stand-by letters of credit;

      (4) any other Indebtedness, unless the instrument under which that
Indebtedness is incurred expressly provides that it is subordinated in right of
payment to any other Senior Indebtedness of that Person; and

      (5) all Obligations with respect to the foregoing,

      Notwithstanding anything to the contrary in the foregoing. Senior
Indebtedness will not include:

            (a) any liability for federal, state, local or other taxes;

            (b) any Indebtedness of that Person, other than pursuant to the New
      Credit Facilities, to any of its Subsidiaries;

            (c) any trade payables;

            (d) any Indebtedness that is incurred in violation of the indenture;



                                       23
<PAGE>

            (e) Indebtedness evidenced by the Notes;

            (f) to the extent that it may constitute Indebtedness, any
      Obligation owing under leases (other than Capital Lease Obligations) or
      management agreements; and

            (g) any Obligation that by operation of law is subordinate to any
      general unsecured Obligations of the Company.

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

      "SIGNIFICANT SUBSIDIARY" means, at any determination:

      (1) any Restricted Subsidiary that, together with its Subsidiaries that
constitute Restricted Subsidiaries (A) for the most recent fiscal year of the
Company accounted for more than 10.0% of the consolidated revenues of the
Company and the Restricted Subsidiaries or (B) as of the end of such fiscal
year, owned more than 10.0% of the consolidated assets of the Company and the
Restricted Subsidiaries, all as set forth on the consolidated financial
statements of the Company and the Restricted Subsidiaries for such year prepared
in conformity with GAAP, and

      (2) any Restricted Subsidiary which, when aggregated with all other
Restricted Subsidiaries that are not otherwise Significant Restricted
Subsidiaries and as to which any event described in Section 6.01 hereof has
occurred, would constitute a Significant Subsidiary under clause (1) of this
definition.

      "SPOT RATE" means, for any currency, the spot rate at which such currency
is offered for sale against United States dollars as determined by reference to
the New York foreign exchange selling rates, as published in THE WALL STREET
JOURNAL on that date of determination for the immediately preceding Business Day
or, if that rate is not available, as determined in any publicly available
source of similar market data.

      "STATED MATURITY" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which that 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.

      "SUBORDINATED NOTE OBLIGATIONS" means all Obligations with respect to the
Notes, including, without limitation, principal, premium, if any, interest and
liquidated damages, if any, payable pursuant to the terms of the Notes
(including upon the acceleration or redemption thereof), together with and
including any amounts received or receivable upon the exercise of rights of
rescission or other rights of action, including claims for damages, or
otherwise.

      "SUBSIDIARY" means, with respect to any Person,

      (1)   any corporation, association or other business entity of which more
            than 50% of the total voting power of shares of Capital Stock
            entitled (without regard to the occurrence of any contingency) to
            vote in the election of directors, managers or trustees thereof is
            at the time owned or controlled, directly or indirectly, by that
            Person or one or more of the other Subsidiaries of that Person (or a
            combination thereof); and

      (2)   any partnership or limited liability company,



                                       24
<PAGE>

            (a)   the sole general partner or the managing general partner or
                  managing member of which is that Person or a Subsidiary of
                  that Person; or

            (b)   the only general partners or managing members of which are
                  that Person or of one or more Subsidiaries of that Person (or
                  any combination thereof).

in each case if more than 50% of the equity of such partnership or limited
liability company is at the time owned or controlled, directly or indirectly, by
such Person.

      "TAX SHARING AGREEMENT" means any tax sharing agreement or arrangement
between the Company and Parent (and any of their Subsidiaries), as the same may
be amended from time to time.

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

      "TOTAL ASSETS" means the total consolidated assets of the Company and its
Restricted Subsidiaries, as shown on the most recent balance sheet (excluding
the footnotes thereto) of the Company.

      "TRANSACTION AGREEMENTS" means any agreement related to the Transaction.

      "TRANSACTIONS" means the following series of transactions: (1) the
Company's acquisition of Performance Materials from BFGoodrich for $1.372
billion, before adjustments, fees and expenses; (2) the contribution by
Affiliates of AEA Investors Inc., DLJ Merchant Banking and DB Capital Partners,
Inc. of $355 million of cash as equity to Parent, to be contributed by Parent to
the Company; (3) Parent's issuance of a $172.0 million Seller Note to BFGoodrich
and (4) the Company's issuance of the Notes and borrowing of $635.0 million
under the New Credit Facilities.

      "TRANSACTION FINANCING" means;

      (1)   the issuance by Parent of the Seller Note;

      (2)   the issuance and sale by the Company of the Notes; and

      (3)   the execution and delivery by the Company and certain of its
            subsidiaries of the New Credit Facilities and the borrowing of loans
            and the issuance of letters of credit, if any, thereunder.

      "TREASURY RATE" means, as of any Redemption Date, the yield to maturity as
of such Redemption Date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (or if such Statistical Release is no
longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to March 15, 2006; PROVIDED,
HOWEVER, that if the period from the Redemption Date to March 15, 2006 is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

      "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 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



                                       25
<PAGE>

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

      "UNRESTRICTED SUBSIDIARY" means any Subsidiary that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution,
but only to the extent that Subsidiary:

      (1)   has no Indebtedness other than Non-Recourse Debt;

      (2)   is not party to any agreement, contract, arrangement or
            understanding with the Company or any Restricted Subsidiary of the
            Company unless the terms of any such agreement, contract,
            arrangement or understanding are no less favorable to the Company or
            that Restricted Subsidiary than those that might be obtained at the
            time from Persons who are not Affiliates of the Company;

      (3)   is a Person with respect to which neither the Company nor any of its
            Restricted Subsidiaries has any direct or indirect obligation,

            (a)   to subscribe for additional Equity Interests (other than
                  Investments described in clause (7) of the definition of
                  Permitted Investments); or

            (b)   to maintain or preserve that Person's financial condition or
                  to cause that Person to achieve any specified levels of
                  operating results; and

      (4)   has not guaranteed or otherwise directly or indirectly provided
            credit support for any Indebtedness of the Company or any of its
            Restricted Subsidiaries.

      Any such designation by the board of directors shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the board resolution
giving effect to that designation and an Officers' Certificate certifying that
designation complied with the foregoing conditions and was permitted by Section
4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as a Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of that Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of that date (and, if that Indebtedness is not
permitted to be incurred as of that date under Section 4.09 hereof, the Company
shall be in default of that covenant).

      The Board of Directors may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED that the designation shall be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of that Unrestricted Subsidiary and that
designation shall only be permitted if:

      (1)   that Indebtedness is permitted under Section 4.09 hereof; and

      (2)   no Default or Event of Default would be in existence following that
            designation.

      "U.S. PERSON" means a U.S. person as defined in Rule 902(k) under the
Securities Act.

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



                                       26
<PAGE>

      (1)   the sum of the products obtained by multiplying,

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

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

      (2)   the then outstanding principal amount of that Indebtedness.

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

      "WHOLLY OWNED SUBSIDIARY" of any Person means a Subsidiary of that Person
all of the outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares) shall at the time be owned by that
Person or by one or more Wholly Owned Subsidiaries of that Person.

SECTION 1.02      OTHER DEFINITIONS.

                                                           Defined in
                 Term                                       Section

         "Affiliate Transaction"..............................4.11
         "Asset Sale".........................................4.10
         "Asset Sale Offer"...................................3.09
         "Authentication Order"...............................2.02
         "Bankruptcy Law".....................................4.01
         "Change of Control Offer"............................4.15
         "Change of Control Payment"..........................4.15
         "Change of Control Payment Date" ....................4.15
         "Covenant Defeasance"................................8.03
         "Designated Senior Indebtedness".....................10.02
         "Event of Default"...................................6.01
         "Excess Proceeds"....................................4.10
         "incur"..............................................4.09
         "Legal Defeasance" ..................................8.02
         "Offer Amount".......................................3.09
         "Offer Period".......................................3.09
         "Paying Agent".......................................2.03
         "Permitted Indebtedness".............................4.09
         "Permitted Junior Securities"........................10.02
         "Purchase Date"......................................3.09
         "Registrar"..........................................2.03
         "Representative".....................................10.02
         "Restricted Payments"................................4.07
         "Senior Indebtedness"................................10.02


                                       27
<PAGE>

SECTION 1.03      INCORPORATION OF TIA PROVISIONS.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

      The following TIA terms used in this Indenture have the following
meanings:

      "INDENTURE SECURITIES" means the Notes;

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

      "INDENTURE TO BE QUALIFIED" means this Indenture;

      "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

      "OBLIGOR" on the Notes means the Company and any successor obligor upon
the Notes.

      All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission 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
                Commission 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 hereto. 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.


                                       28
<PAGE>

      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 Exhibit A-2 attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A-1 or Exhibit A-2 attached hereto (but without the
Global Note Legend thereon and without the "Schedule of Exchanges of Interests
in the Global Note" 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
hereof.

      (c)   TEMPORARY GLOBAL NOTES. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of Exhibit A-2 attached
hereto, 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 Restricted 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 Restricted 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, all as contemplated by Section 2.06
(a) (ii) hereof), and (ii) an Officers' Certificate from the Company. Following
the termination of the Restricted 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.

      (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 Clearstream 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.


                                       29
<PAGE>

      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, upon a written order of the Company signed by one
Officer (an "AUTHENTICATION ORDER"), authenticate Notes for original issue up to
the aggregate principal amount stated in paragraph 4 of the Notes, plus
Additional Notes issued pursuant to this Section 2.02 and Section 4.09 hereof.
The aggregate principal amount of Notes outstanding at any time may not exceed
such amount except as provided in Section 2.07 hereof.

      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" includes 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 or Liquidated Damages, if any, or interest 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.


                                       30
<PAGE>

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 ss. 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 ss. 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 appointed by the
Company within 90 days after the date of such notice from the Depositary, (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 or (iii) there shall have occurred and be
continuing to occur a Default or Event of Default with respect to the Notes;
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
Restricted Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon the
occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. In addition, beneficial interests in a Global Note may be exchanged
for certificated Notes upon request but only upon at least 20 days' prior
written notice given to the Trustee by or on behalf of the Depositary in
accordance with customary procedures. Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.
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 hereof, shall be authenticated and delivered in the form of, and shall be,
a Global Note, except as provided in this Section 2.06. 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) hereof.

      (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 Restricted Period, a beneficial
      interest in the Regulation S Temporary Global Note may not be made to a
      U.S. Person or for the account or benefit of a U.S. Person (other


                                       31
<PAGE>

      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 Registrar 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 Participant 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 Restricted 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) hereof, 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) hereof.

            (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, if the transfer occurs prior
            to the expiration of the Restricted Period, the interest transferred
            shall be held immediately thereafter through Euroclear or
            Clearstream; 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


                                       32
<PAGE>

            hereto, including the certifications and certificates and Opinion of
            Counsel required by item (3) thereof, 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:

                  (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 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
                  hereto, 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
                  hereto, including the certifications in item (4) thereof,

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests or if the Applicable Procedures so require, an
      Opinion of Counsel in form reasonably acceptable to 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.

      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 an Authentication Order in accordance with
Section 2.02 hereof, 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.


                                       33
<PAGE>

      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.

      (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 hereto, 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 hereto, 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 hereto, 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 hereto, 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 hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3) thereof, 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 hereto, 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 hereto, 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) hereof,
      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 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


                                       34
<PAGE>

      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) BENEFICIAL INTERESTS IN REGULATION S TEMPORARY NOTES TO
         DEFINITIVE NOTES. Notwithstanding Sections 2.06(c)(i)(A) and (C)
         hereof, 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 Restricted 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 hereto, including the certifications in item (1)(b)
                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 Definitive Note that does not bear the Private Placement
                Legend, a certificate from such holder in the form of Exhibit B
                hereto, including the certifications in item (4) thereof,

                  (E) and, in each such case set forth in this subparagraph
            (D), if the Registrar so requests or if the Applicable Procedures so
            require, an Opinion of Counsel in form reasonably acceptable to the
            Registrar to the effect that such exchange or transfer is in


                                       35
<PAGE>

            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) hereof, the Trustee shall cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, 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
            hereto, 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 hereto, including
            the certifications in item (1) thereof;

                  (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 hereto, 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 hereto, 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


                                       36
<PAGE>

            certificate to the effect set forth in Exhibit B hereto, 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 hereto, 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 hereto,
            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, and 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;

                  (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 hereto, 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
                hereto, including the certifications in item (4) thereof,

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests or if the Applicable Procedures so require, an
      Opinion of Counsel in form reasonably acceptable to the Registrar to the
      effect that such exchange or transfer is in compliance with the Securities
      Act and


                                       37
<PAGE>

      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 an Authentication Order in accordance with
Section 2.02 hereof, 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 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 hereto, 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 hereto, 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 hereto, including the certifications, certificates and
            Opinion of Counsel required by item (3) thereof, 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


                                       38
<PAGE>

         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:

                      (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
                hereto, 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 hereto,
                including the certifications in item (4) thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests, an Opinion of Counsel in form reasonably acceptable
      to 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.

            (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


                                       39
<PAGE>

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 amount.

      (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.

            (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 NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
      WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
      STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
      ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

               -  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
                  (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"),
                  (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN
                  COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C)
                  IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (As defined in
                  Rule 501(A) (1), (2), (3) Or (7) or Regulation D under the
                  Securities Act (AN "IAI")),

               -  AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
                  EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
                  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
                  OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
                  RULE 904 OF REGULATION S OF THE SECURITIES ACT, (D) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
                  SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
                  FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
                  REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF
                  THIS NOTE (the form of which can be obtained from the Trustee)
                  AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
                  AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
                  ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
                  WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT (AND


                                       40
<PAGE>

                  BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR
                  (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
                  EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
                  OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
                  JURISDICTION AND

               -  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE
                  OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
                  THE EFFECT OF THIS LEGEND.

      AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
      THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
      SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE
      TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
      FOREGOING."

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(iii),
            c(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to 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 2.07 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."

            (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."

      (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
cancelled in whole and not in part, each such Global Note shall be


                                       41
<PAGE>

returned to or retained and cancelled by the Trustee in accordance with Section
2.11 hereof. 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 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.

      (i)   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 3.06, 3.09, 4.10, 4.14 and
         9.05 hereof).

            (iii) The Registrar shall not be required 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 any selection of
         Notes for redemption under Section 3.02 hereof and ending at the close
         of business on the day of selection, (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 or (c)
         to register the transfer of or to exchange a Note between a record date
         and the next succeeding Interest Payment Date.

            (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 and Liquidated Damages, if any, 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 hereof.


                                       42
<PAGE>

            (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.

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 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 cancelled 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 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section 3.07
hereof.

      If a Note is replaced pursuant to Section 2.07 hereof, 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
hereof, 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.

SECTION 2.10      TEMPORARY NOTES.

      Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company


                                       43
<PAGE>

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, as soon as practicable upon receipt of the written order of the
Company signed by an Officer of the Company, 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 destroy
cancelled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all cancelled Notes shall be delivered
to the Company. 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 hereof. 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.

                                    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 hereof, 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 this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

SECTION 3.02      SELECTION OF NOTES TO BE REDEEMED.

      If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee 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 by another method as the Trustee shall deem fair and appropriate;
PROVIDED that no Notes of $1,000 or less shall be redeemed in part.


                                       44
<PAGE>

      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 thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
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 hereof, notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of Notes to be redeemed at its registered
address.

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

      (a)   the redemption date;

      (b)   the redemption price;

      (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;

      (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 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
hereof, 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.


                                       45
<PAGE>

SECTION 3.05      DEPOSIT OF REDEMPTION PRICE.

      One Business Day prior to 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.

      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. 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 and Liquidated
Damages, if any, not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.

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 below, the Notes will not be redeemable at the
Company's option prior to March 15, 2006. Thereafter, the Notes will 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, in cash at the redemption
prices (expressed as percentages of principal amount) set forth below, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on March 15 of the years indicated below:

<TABLE>
<CAPTION>

              YEAR                                   PERCENTAGE
<S>                                                 <C>
              2006...................................105.500%
              2007...................................103.667%
              2008...................................101.833%
              2009 and thereafter....................100.000%
</TABLE>

      Notwithstanding the foregoing, on or prior to March 15, 2004, the Company
may redeem up to 35% of the aggregate principal amount of Notes from time to
time originally issued under this Indenture in cash at a redemption price of
111% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the redemption date, with the net cash
proceeds of one or more Equity Offerings; PROVIDED that:

                      (1) at least 65% of the aggregate principal amount of
                Notes from time to time originally issued under this Indenture
                remains outstanding immediately after the occurrence of the
                redemption; and


                                       46
<PAGE>

                      (2) that the notice of any such redemption shall be made
                within 60 days of the date of the closing of any such Equity
                Offering.

      At any time prior to March 15, 2006, the Company may also redeem all or a
part of the Notes upon the occurrence of a Change of Control, upon not less than
30 nor more than 60 days prior notice (but in no event may any such redemption
occur more than 90 days after the occurrence of such Change of Control) mailed
by first class mail to each Holder's registered address, at a redemption price
equal to 100% of the principal amount thereof plus the Applicable Premium as of,
and accrued and unpaid interest and Liquidated Damages, if any, to the date of
redemption (the "Redemption Date").

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

SECTION 3.08      MANDATORY REDEMPTION.

      The Company is not required to make mandatory redemption of, or sinking
fund payments with respect to, the Notes.

SECTION 3.09      OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

      In the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an offer to all Holders to purchase Notes (a "ASSET SALE
OFFER"), it shall follow the procedures specified below.

      The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is 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 principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "OFFER AMOUNT") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale 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 Asset Sale Offer.

      Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice 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 Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

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

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

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


                                       47
<PAGE>

      (d)   that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest after the Purchase Date;

      (e)   that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may elect to have Notes purchased in integral multiples of $1,000
only;

      (f)   that Holders electing to have a Note purchased pursuant to any Asset
Sale 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 (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
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer).

      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, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes 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 Asset Sale Offer on the Purchase
Date.

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


                                       48
<PAGE>

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01      PAYMENT OF NOTES.

      The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Interest on the Notes will accrue at the rate of 11% per year. Principal,
premium, if any, and interest shall be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, (i) 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, premium, if any, and interest then due and (ii) is not prohibited
from paying such money to the Holders pursuant to the terms of this Indenture or
the Notes. The Company shall pay all Liquidated Damages, 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; and shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (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 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 hereof.

SECTION 4.03      REPORTS.

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

      (a)   all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and 10-K
if the Company were required to file those forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations"


                                       49
<PAGE>

and, with respect to the annual information only, a report thereon by the
Company's certified independent accountants (or, in each such case, reports of
Parent in lieu thereof); and

      (b)   all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file those reports, in
each case, within the time periods specified in the Commission's rules and
regulations (or, in each such case, reports of the Parent in lieu thereof).

      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 Commission, the Company will file a copy of all such
information and reports referred to in clauses (a) and (b) above with the
Commission for public availability within the time periods specified in the
Commission's rules and regulations (unless the Commission will not accept such a
filing) and make such information available to securities analysts and
prospective investors upon request.

      In addition, the Company and the Guarantors have agreed that, prior to the
consummation of the Exchange Offer and for so long as any Notes remain
outstanding, they will 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 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
have been made under the supervision of the signing Officers with a view to
determining whether the Company have 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 propose 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 or Liquidated Damages, 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.

      (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 (which 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 hereof 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.


                                       50
<PAGE>

SECTION 4.05      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 that (to the extent
permitted by law) 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
hereby expressly waives (to the extent permitted by law) all benefit or
advantage of any such law, and covenants that (to the extent permitted by law)
it shall not, by resort to any such law, hinder, delay 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      RESTRICTED PAYMENTS.

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

                      (1) declare or pay any dividend or make any other
                payment or distribution on account of the Company's or any of
                its Restricted Subsidiaries' Equity Interests other than
                dividends or distributions payable in Equity Interests other
                than Disqualified Stock of the Company or dividends or
                distributions payable to the Company or any Wholly Owned
                Restricted Subsidiary of the Company;

                      (2) purchase, redeem or otherwise acquire or retire for
                value any Equity Interests of the Company or Parent other than
                any of those Equity Interests owned by the Company or any
                Restricted Subsidiary of the Company;

                      (3) make any principal payment on or with respect to, or
                purchase, redeem, defease or otherwise acquire or retire for
                value, any Indebtedness of the Company that is subordinated in
                right of payment to the Notes, except in accordance with the
                mandatory redemption or repayment provisions set forth in the
                original documentation governing that Indebtedness (but not
                pursuant to any mandatory offer to repurchase upon the
                occurrence of any event); or

                      (4) make any Restricted Investment

      (all payments and other actions set forth in clauses (1) through (4) above
being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of
and after giving effect to such Restricted Payment:

            (i)   no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof;

            (ii)  the Company would, immediately after giving pro forma effect
         thereto as if that Restricted Payment had been made at the beginning of
         the applicable four-quarter period, have


                                       51
<PAGE>

         been permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 4.09 hereof; and

            (iii) such Restricted Payment, together with the aggregate amount
         of all other Restricted Payments made by the Company and its Restricted
         Subsidiaries after the date of this Indenture (excluding Restricted
         Payments permitted by clauses (a) (to the extent that the declaration
         of any dividend referred to therein reduces amounts available for
         Restricted Payments pursuant to this clause (iii)), (b) through (i),
         (k) through (o) and (q) of the next succeeding paragraph), is less than
         the sum, without duplication, of:

                  (A) 50% of the Consolidated Net Income of the Company for the
            period (taken as one accounting period) commencing on the date of
            this Indenture to the end of the Company's most recently ended
            fiscal quarter for which internal financial statements are available
            at the time of that Restricted Payment (or, if Consolidated Net
            Income for that period is a deficit, less 100% of the deficit); plus

                  (B) 100% of the Qualified Proceeds received by the Company on
            or after the date of this Indenture from contributions to the
            Company's capital or from the issue or sale on or after the date of
            this Indenture of Equity Interests of the Company and 100% of the
            stated value or principal amount of Disqualified Stock or
            convertible debt securities of the Company or any Restricted
            Subsidiary to the extent that they have been converted into those
            Equity Interests, other than Equity Interests, Disqualified Stock or
            convertible debt securities sold to a Restricted Subsidiary of the
            Company and Disqualified Stock or convertible debt securities that
            have been converted into Disqualified Stock; plus

                  (C) the amount equal to the net reduction in Investments in
            Persons after the date of this Indenture who are not Restricted
            Subsidiaries (other than Permitted Investments) resulting from (x)
            Qualified Proceeds received as a dividend, repayment of a loan or
            advance or other transfer of assets (valued at the fair market value
            thereof) to the Company or any Restricted Subsidiary from those
            Persons; (y) Qualified Proceeds received upon the sale or
            liquidation of those Investments and (z) the redesignation of
            Unrestricted Subsidiaries (excluding any increase in the amount
            available for Restricted Payments pursuant to clause (j) or (n)
            below arising from the redesignation of that Unrestricted
            Subsidiary) whose assets are used or useful in, or which is engaged
            in, one or more Permitted Business as Restricted Subsidiaries
            (valued, proportionate to the Company's equity interest in that
            Subsidiary, at the fair market value of the net assets of that
            Subsidiary at the time of such redesignation).

      The foregoing provisions will not prohibit:

      (a)   the payment of any dividend or distribution on, or redemption of,
Equity Interests, within 60 days after the date of declaration thereof, or the
giving of notice of such redemption, if at said date of declaration or giving of
such notice, payment would have complied with the provisions of this Indenture;

      (b)   the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness or Equity Interests of the Company
in exchange for, or out of the net cash proceeds of (or the payment of a
dividend out of the net cash proceeds of) the substantially concurrent sale
(other than to a Restricted Subsidiary of the Company) of other Equity Interests
of the Company (other than any Disqualified Stock), PROVIDED that the amount of
any such net cash proceeds that are utilized for any such


                                       52
<PAGE>

redemption, repurchase, retirement, defeasance or other acquisition shall be
excluded from clause (iii)(B) of the preceding paragraph;

      (c)   the defeasance, redemption, repurchase, retirement or other
acquisition of subordinated Indebtedness of the Company with the net cash
proceeds from an incurrence of, or in exchange for, Permitted Refinancing
Indebtedness;

      (d)   the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of the Company, Parent, or any Restricted
Subsidiary held by any officer, employee, director or consultant of Parent, the
Company (or any of its Restricted Subsidiaries) (or their estates or
beneficiaries under their estates) pursuant to any management equity
subscription agreement or stock option agreement and any dividend to Parent to
fund any such repurchase, redemption, acquisition or retirement; PROVIDED that
the aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed (x) $5.0 million in any calendar year, with
unused amounts in any calendar year being carried over to succeeding calendar
years subject to a maximum (without giving effect to the following clause (y))
of $10.0 million in any calendar year; plus (y) the aggregate net cash proceeds
received by the Company during that calendar year from any reissuance of Equity
Interests by the Company or Parent to members of management of the Company and
its Restricted Subsidiaries; PROVIDED that the amount of any such net cash
proceeds that are used to permit an acquisition or retirement for value pursuant
to this clause (d) shall be excluded from clause (iii)(B) of the preceding
paragraph;

      (e)   payments and transactions in connection with the Transactions,
including any purchase price adjustment or any other payments made pursuant to
or contemplated in the Transaction Agreements or any related financial advisory
agreements including any dividends or other distributions to Parent for the
purpose of funding any such price adjustments or other payments, the Transaction
Financing, the Offering, the New Credit Facilities (including commitment,
syndication and arrangement fees payable thereunder), and the application of the
proceeds thereof, and the payment of fees and expenses with respect thereto;

      (f)   the payment of dividends or the making of loans or advances by the
Company to Parent not to exceed $2.0 million in any fiscal year for costs and
expenses incurred by Parent in its capacity as a holding company or for services
rendered by Parent on behalf of the Company, PLUS actual fees, expenses and
indemnity payments incurred by Parent's officers and directors;

      (g)   payments or distributions to Parent pursuant to any Tax Sharing
Agreement;

      (h)   the payment of dividends by a Restricted Subsidiary on any class of
common stock of that Restricted Subsidiary if (i) that dividend is paid PRO RATA
to all holders of that class of common stock and (ii) at least 50.1% of that
class of common stock is held by the Company or one or more of its Restricted
Subsidiaries;

      (i)   the repurchase of any class of common stock of a Restricted
Subsidiary if (i) that repurchase is made PRO RATA with respect to that class of
common stock and (ii) at least 50.1% of that class of common stock is held by
the Company or one or more of its Restricted Subsidiaries;

      (j)   any other Restricted Investment made in a Permitted Business which,
together with all other Restricted Investments made pursuant to this clause (j)
since the date of this Indenture, does not exceed $5.0 million (in each case,
after giving effect to all subsequent reductions in the amount of any Restricted
Investment made pursuant to this clause (j)), either as a result of (i) the
repayment or disposition thereof for cash or (ii) the redesignation of an
Unrestricted Subsidiary as a Restricted Subsidiary (valued, proportionate to the
Company's equity interest in that Subsidiary at the time of that redesignation)
at the fair market value


                                       53
<PAGE>

of the net assets of that Subsidiary at the time of such redesignation), in the
case of clauses (i) and (ii), not to exceed the amount of the Restricted
Investment previously made pursuant to this clause (j); PROVIDED that no Default
or Event of Default shall have occurred and be continuing immediately after
making that Restricted Investment;

      (k)   the declaration and payment of dividends to holders of any class or
series of Disqualified Stock of the Company or any Restricted Subsidiary issued
on or after the date of this Indenture in accordance with Section 4.09 hereof;
PROVIDED that no Default or Event of Default shall have occurred and be
continuing immediately after making that Restricted Payment;

      (l)   repurchases of Equity Interests deemed to occur upon exercise of
stock options if those Equity Interests represent a portion of the exercise
price of those options;

      (m)   any other Restricted Payment which, together with all other
Restricted Payments made pursuant to this clause (m) since the date of this
Indenture, does not exceed $25.0 million, in each case, after giving effect to
all subsequent reductions in the amount of any Restricted Investment made
pursuant to this clause (m) either as a result of (i) the repayment or
disposition thereof for cash or (ii) the redesignation of an Unrestricted
Subsidiary as a Restricted Subsidiary (valued, proportionate to the Company's
equity interest in that Subsidiary at the time of such redesignation at the fair
market value of the net assets of that Subsidiary at the time of that
redesignation), in the case of clause (i) and (ii), not to exceed the amount of
the Restricted Investment previously made pursuant to this clause (m); PROVIDED
that no Default or Event of Default shall have occurred and be continuing
immediately after making that Restricted Payment;

      (n)   the pledge by the Company of the Capital Stock of an Unrestricted
Subsidiary of the Company to secure Non-Recourse Debt of that Unrestricted
Subsidiary;

      (o)   the purchase, redemption or other acquisition or retirement for
value of any Equity Interests of any Restricted Subsidiary issued after the date
of this Indenture, PROVIDED that the aggregate price paid for any such
repurchased, redeemed, acquired or retired Equity Interests shall not exceed the
sum of (i) the amount of cash and Cash Equivalents received by that Restricted
Subsidiary from the issue or sale thereof and (ii) any accrued dividends thereon
the payment of which would be permitted pursuant to clause (k) above;

      (p)   any Investment in an Unrestricted Subsidiary that is funded by
Qualified Proceeds received by the Company on or after the date of this
Indenture from contributions to the Company's capital or from the issue and sale
on or after the date of this Indenture of Equity Interests of the Company or of
Disqualified Stock or convertible debt securities to the extent they have been
converted into such Equity Interests (other than Equity Interests, Disqualified
Stock or convertible debt securities sold to a Subsidiary of the Company and
other than Disqualified Stock or convertible debt securities that have been
converted into Disqualified Stock) in an amount (measured at the time such
Investment is made and without giving effect to subsequent changes in value)
that does not exceed the amount of such Qualified Proceeds (excluding any such
Qualified Proceeds to the extent utilized to permit a prior "Restricted Payment"
pursuant to clause (iii)(B) of the preceding paragraph);

      (q)   distributions or payments of Receivables Fees;

      (r)   any purchase or repayment of Subordinated Indebtedness upon a Change
of Control or an Asset Sale to the extent required by the agreement governing
such Subordinated Indebtedness but only if:


                                       54
<PAGE>

            (i)   in the case of a Change of Control, the Company shall have
       complied with all of its obligations under Section 4.14 hereto and
       purchased all the Notes tendered pursuant to the Change of Control Offer
       required thereby prior to purchasing or repaying such Subordinated
       Indebtedness, or

            (ii)  in the case of an Asset Sale, the Company shall have applied
       the Net Cash Proceeds from such Asset Sale in accordance with Section
       4.10 hereto; PROVIDED that (a) in either case the purchase price (stated
       as a percentage of principal amount or issue price plus accrued original
       discount, if less) of such Subordinated Indebtedness shall not be greater
       than the price (stated as a percentage of principal amount) of the Notes
       pursuant to a Change of Control Offer or Asset Sale Offer, as applicable,
       and (b) in the case of an Asset Sale, the aggregate amount of such
       Subordinated Indebtedness that the Company may purchase or repay shall
       not exceed the amount of Unutilized Net Cash Proceeds, if any, remaining
       after the Company has purchased all Notes tendered pursuant to such Asset
       Sale Offer, and

      (s)   the purchase or other acquisition for value on or before the second
anniversary of this Indenture (or the payment on or before the second
anniversary of this Indenture of any dividend or other distribution to Parent of
any amount sufficient to permit Parent to redeem or purchase for value) up to
$25.0 million original principal amount of the Seller Note at the accreted value
thereof and the delivery of the portion of the note so acquired to Parent for
cancellation; PROVIDED that the Leverage Ratio is less than 4.0 to 1.0 on a pro
forma basis after giving effect to such Restricted Payment.

      The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. For
purposes of making that designation, all outstanding Investments by the Company
and its Restricted Subsidiaries (except to the extent repaid in cash or Cash
Equivalents) in the Subsidiary so designated will be deemed to be Restricted
Payments at the time of that designation and will reduce the amount available
for Restricted Payments under the first paragraph of this Section 4.07. All such
outstanding Investments will be deemed to constitute Restricted Investments in
an amount equal to the greater of (i) the net book value of those Investments at
the time of that designation and (ii) the fair market value of those Investments
at the time of that designation. Such designation will only be permitted if that
Restricted Investment would be permitted at that time and if that Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

      The amount of (i) all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment
and (ii) Qualified Proceeds (other than cash) shall be the fair market value on
the date of receipt thereof by the Company of such Qualified Proceeds. The fair
market value of any non-cash Restricted Payment shall be determined by the Board
of Directors whose resolution with respect thereto shall be delivered to the
Trustee. No later than 30 days after making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that the
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed.

SECTION 4.08      DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                  SUBSIDIARIES.

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


                                       55
<PAGE>

      (a)   (i) pay dividends or make any other distributions to the Company or
any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect
to any other interest or participation in, or measured by, its profits; or

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

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

      (c)   transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries.

      However, the foregoing restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

      (a)   Existing Indebtedness as in effect on the date of this Indenture;

      (b)   the New Credit Facilities as in effect as of the date of this
Indenture, and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings thereof;

      (c)   this Indenture and the Notes;

      (d)   applicable law and any applicable rule, regulation or order;

      (e)   any agreement or instrument of a Person acquired by the Company or
any of its Restricted Subsidiaries as in effect at the time of that acquisition
(except to the extent created in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired; PROVIDED that, in the case of Indebtedness, that
Indebtedness was permitted by the terms of this Indenture to be incurred;

      (f)   customary non-assignment provisions in leases, licenses or
contracts;

      (g)   Purchase Money Indebtedness and Capital Lease Obligations that
impose restrictions of the nature described in clause (e) above on the property
so acquired;

      (h)   contracts for the sale of assets, including, without limitation,
customary restrictions with respect to a Subsidiary pursuant to an agreement
that has been entered into for the sale or disposition of Capital Stock or
assets of that Subsidiary;

      (i)   Permitted Refinancing Indebtedness; PROVIDED that the restrictions
contained in the agreements governing that Permitted Refinancing Indebtedness
are, in the good faith judgment of the Board of Directors, not materially less
favorable, taken as a whole, to the Holders of the Notes than those contained in
the agreements governing the Indebtedness being refinanced;

      (j)   secured Indebtedness otherwise permitted to be incurred pursuant to
Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of
the assets securing that Indebtedness;

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

      (l)   other Indebtedness or Disqualified Stock of Restricted Subsidiaries
permitted to be incurred subsequent to the date hereof pursuant to the
provisions of Section 4.09 hereof; and


                                       56
<PAGE>

      (m)   customary provisions in joint venture agreements and other similar
agreements entered into in the ordinary course of business.

SECTION 4.09      INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

      (a)   The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise
(collectively, "INCUR"), with respect to any Indebtedness (including Acquired
Indebtedness);

      (b)   the Company shall not, and shall not permit any of its Restricted
Subsidiaries to, issue any shares of Disqualified Stock; and

      (c)   the Company shall not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock;

PROVIDED that the Company or any Restricted Subsidiary may incur Indebtedness,
including Acquired Indebtedness, or issue shares of Disqualified Stock if the
Fixed Charge Coverage Ratio for the Company's most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which that additional Indebtedness is incurred
or that Disqualified Stock or preferred stock is issued would have been at least
2.0 to 1, determined on a consolidated pro forma basis, including, but not
limited to, a pro forma application of the net proceeds therefrom, as if the
additional Indebtedness had been incurred, or the Disqualified Stock had been
issued, as the case may be, at the beginning of that four-quarter period.

      The provisions of the first paragraph of this Section 4.09 will not apply
to the incurrence of any of the following items of Indebtedness (collectively,
"PERMITTED INDEBTEDNESS"):

            (i)   the incurrence by the Company and its Restricted Subsidiaries
         of Indebtedness under the New Credit Facilities and the Foreign Credit
         Facilities; PROVIDED that the aggregate principal amount of all
         Indebtedness (with letters of credit being deemed to have a principal
         amount equal to the maximum potential liability of the Company and
         those Restricted Subsidiaries thereunder) then classified as having
         been incurred in reliance upon this clause (i) that remains outstanding
         under the New Credit Facilities and the Foreign Credit Facilities after
         giving effect to that incurrence does not exceed an amount equal to
         $760.0 million less any amounts borrowed under clause (xii) below and
         an amount not to exceed $25.0 million of additional foreign borrowings;

            (ii)  the incurrence by the Company and its Restricted Subsidiaries
         of Existing Indebtedness;

            (iii) the incurrence by the Company of Indebtedness represented by
         the Notes initially issued in this offering and this Indenture and the
         Note Guarantees by the Company's Restricted Subsidiaries;

            (iv)  the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness represented by Purchase Money
         Indebtedness, Capital Expenditure Indebtedness, Capital Lease
         Obligations, including acquisitions of Capital Stock of a Person that
         becomes a Restricted Subsidiary to the extent of the fair market value
         of the property, plant or equipment so acquired (and refinancings
         thereof), in an aggregate principal amount (or accreted value, as


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<PAGE>

         applicable) not to exceed the greater of (a) $30.0 million outstanding
         after giving effect to that incurrence or (b) 10.0% of Consolidated Net
         Tangible Assets at the time of incurrence;

            (v)   Indebtedness arising from agreements of the Company or any
         Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar obligations, in each case, incurred or
         assumed in connection with the disposition of any business, assets or a
         Subsidiary, other than guarantees of Indebtedness incurred by any
         Person acquiring all or any portion of such business, assets or
         Restricted Subsidiary for the purpose of financing that acquisition;
         PROVIDED that (A) that Indebtedness is not reflected on the balance
         sheet of the Company or any Restricted Subsidiary (contingent
         obligations referred to in a footnote or footnotes to financial
         statements and not otherwise reflected on the balance sheet will not be
         deemed to be reflected on that balance sheet for purposes of this
         clause (A)) and (B) the maximum assumable liability in respect of that
         Indebtedness shall at no time exceed the gross proceeds including
         non-cash proceeds (the fair market value of those non-cash proceeds
         being measured at the time received and without giving effect to any
         subsequent changes in value) actually received by the Company and/or
         that Restricted Subsidiary in connection with that disposition;

            (vi)  the incurrence by the Company or any of its Restricted
         Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
         the net proceeds of which are used to refund, refinance or replace
         Indebtedness (other than intercompany Indebtedness) that was permitted
         by this Indenture to be incurred;

            (vii) the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness or Disqualified Stock or
         preferred stock of a Restricted Subsidiary between or among the Company
         and/or any of its Restricted Subsidiaries; PROVIDED that (i) if the
         Company is the obligor on that Indebtedness, that Indebtedness is
         expressly subordinated to the prior payment in full in cash of all
         Obligations with respect to the Notes; and (ii)(A) any subsequent
         issuance or transfer of Equity Interests that results in any such
         Indebtedness or Disqualified Stock being held by a Person other than
         the Company or a Restricted Subsidiary thereof and (B) any sale or
         other transfer of any such Indebtedness or Disqualified Stock to a
         Person that is not either the Company or a Restricted Subsidiary
         thereof shall be deemed, in each case, to constitute an incurrence of
         such Indebtedness or Disqualified Stock by the Company or such
         Restricted Subsidiary, as the case may be, that was not permitted by
         this clause (vii);

            (viii) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Agreements; PROVIDED that such Hedging
         Agreements are entered into in the ordinary course of business, not for
         speculation;

            (ix)  the guarantee by the Company or any of its Restricted
         Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary
         of the Company that was permitted to be incurred by another provision
         of this Section 4.09;

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

            (xi)  the incurrence by the Company or any of its Restricted
         Subsidiaries of additional Indebtedness or Disqualified Stock or
         preferred stock of a Restricted Subsidiary in an aggregate face amount
         or principal amount (or accreted value, as applicable) outstanding
         after giving effect to that incurrence, including all Permitted
         Refinancing Indebtedness incurred to refund,


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<PAGE>

         refinance or replace any Indebtedness incurred pursuant to this clause
         (xi), not to exceed $40.0 million.

            (xii) Indebtedness of Foreign Subsidiaries (which may be incurred
         under the New Credit Facilities or otherwise) (A) in an aggregate
         principal amount at any one time outstanding not to exceed the sum of
         (a) 85% of the net book value of the accounts receivable of such
         Foreign Subsidiaries in accordance with GAAP and (b) 50% of the net
         book value of the inventory of such Foreign Subsidiaries in accordance
         with GAAP (provided that the calculation under this clause (A) shall
         exclude the net book value of accounts receivable and inventory sold to
         or financed through any Accounts Receivable Subsidiary) or (B)
         representing guarantees of Indebtedness of another Foreign Subsidiary
         incurred pursuant to subclause (A) of this clause (xii);

            (xiii) unsecured Indebtedness incurred by the Company to former
         employees in connection with the purchase or redemption of Equity
         Interests of the Company not to exceed in the aggregate $10.0 million;
         and

            (xiv) Indebtedness of a Restricted Subsidiary incurred and
         outstanding on the date such Restricted Subsidiary was acquired by the
         Company in a principal amount that, when taken together with the
         principal amount of all other Indebtedness incurred pursuant to this
         clause (xiv), does not exceed $40.0 million; PROVIDED that such
         Indebtedness was incurred by such Subsidiary prior to such acquisition
         by the Company or one of its Subsidiaries and was not incurred in
         connection with, or contemplation of, such acquisition by the Company
         or one of its Subsidiaries.

      For purposes of determining compliance with this Section 4.09, in the
event that an item of Indebtedness or Disqualified Stock or preferred stock of
Subsidiaries meets the criteria of more than one of the categories of Permitted
Indebtedness described in clauses (i) through (xiv) above or is entitled to be
incurred pursuant to the first paragraph of this Section 4.09, the Company
shall, in its sole discretion, classify such item of Indebtedness in any manner
that complies with this Section 4.09 and such item of Indebtedness or
Disqualified Stock or preferred stock of Subsidiaries will be treated as having
been incurred pursuant to only one of those clauses or pursuant to the first
paragraph hereof of this Section 4.09. In addition, the Company may, at any
time, change the classification of an item of Indebtedness or Disqualified Stock
or preferred stock of Subsidiaries (or any portion thereof) to any other clause
or to the first paragraph hereof; PROVIDED that the Company would be permitted
to incur such item of Indebtedness or Disqualified Stock or preferred stock of
Subsidiaries (or such portion thereof) pursuant to such other clause or the
first paragraph hereof of this Section 4.09, as the case may be, at the time of
reclassification. Accrual of interest and dividends, accretion or amortization
of original issue discount and changes to amounts outstanding under Hedging
Agreements solely as a result of fluctuations in foreign currency exchange rates
or interest rates or by reason of fees, indemnities and compensation payable
thereunder, will not be deemed to be an incurrence of Indebtedness for purposes
of this Section 4.09.

      All Indebtedness under the New Credit Facilities and the Foreign Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture shall be deemed to have been incurred on such
date in reliance on the first paragraph of this Section 4.09.

SECTION 4.10      ASSET SALES.

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


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<PAGE>

      (a)   the Company or the Restricted Subsidiary, as the case may be,
receives consideration at the time of that Asset Sale at least equal to the fair
market value, including the value of non-cash assets (evidenced by a resolution
of the Board of Directors set forth in an Officers' Certificate delivered to the
Trustee), of the assets or Equity Interests issued or sold or otherwise disposed
of; and

      (b)   at least 75% of the consideration therefor received by the Company
or such Restricted Subsidiary is in the form of (i) cash or Cash Equivalents or
(ii) property or assets that are used or useful in a Permitted Business, or the
Capital Stock of any Person engaged in a Permitted Business if, as a result of
the acquisition by the Company or any Restricted Subsidiary thereof, such Person
becomes a Restricted Subsidiary;

      for the purposes of this provision, each of the following shall be deemed
to cash:

      (x) any liabilities, as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet, of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their
terms subordinated to the Notes or any guarantee thereof) that are assumed by
the transferee of any such assets pursuant to a customary novation agreement
that releases the Company or the Restricted Subsidiary from further liability;

      (y) any securities, notes or other obligations received by the Company or
the Restricted Subsidiary from the transferee that are converted within 180 days
of their receipt by the Company or the Restricted Subsidiary into cash or Cash
Equivalents but only to the extent of the cash or Cash Equivalents received; and

      (z) any Designated Noncash Consideration received by the Company or any of
its Restricted Subsidiaries in that Asset Sale having an aggregate fair market
value (as determined by the Board of Directors), taken together with all other
Designated Noncash Consideration received pursuant to this clause (z) that is at
that time outstanding, not to exceed 15% of Total Assets at the time of the
receipt of that 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 purposes of this Section 4.10; PROVIDED that, with respect
to any Designated Noncash Consideration in excess of $50.0 million, the Board of
Directors' determination of fair market value of such Designated Noncash
Consideration must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing; and
PROVIDED FURTHER that the 75% limitation referred to in clause (b) above will
not apply to any Asset Sale in which the cash or Cash Equivalents portion of the
consideration received therefrom, determined in accordance with the foregoing
proviso, is equal to or greater than what the after-tax proceeds would have been
had such Asset Sale complied with the aforementioned 75% limitation.

      Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or the Restricted Subsidiary, as the case may be, shall apply such
Net Proceeds, at its option (or to the extent the Company is required to apply
such Net Proceeds pursuant to the terms of the New Credit Facilities):

      (a)   to repay or purchase Senior Indebtedness of the Company or any
Indebtedness of any Restricted Subsidiary, as the case may be; or

      (b)(i) in an investment in property, the making of a capital expenditure
or the acquisition of assets that are used or useful in a Permitted Business; or
(ii) in the acquisition of Capital Stock of any Person primarily engaged in a
Permitted Business if (x) as a result of the acquisition by the Company or any


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<PAGE>

Restricted Subsidiary thereof, that Person becomes a Restricted Subsidiary; or
(y) the Investment in that Capital Stock is permitted by clause (14) of the
definition of Permitted Investments; or

      (c)   apply the Net Proceeds of any Asset Sale or commence an offer or
otherwise become obligated to repay Pari Passu Indebtedness (without regard to
maturity) not exceeding Pari Passu Indebtedness Pro Rata Share; or

      (d)   to purchase with up to 50% of such Net Proceeds, prior to the second
anniversary of this Indenture, of not more than $60.0 million aggregate original
face amount of the Seller Note at a purchase price not exceeding the accreted
value at the date of purchase.

      Pending the final application of any Net Proceeds, the Company may
temporarily reduce Indebtedness or otherwise invest those Net Proceeds in any
manner that is not prohibited by this Indenture.

      Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of this paragraph will be deemed to constitute
"EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $15.0
million, the Company will be required to make an Asset Sale Offer to purchase
the maximum principal amount of Notes that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date of purchase, in accordance with the procedures set forth in
this Indenture. To the extent that any Excess Proceeds remain after consummation
of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose
not otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes surrendered by Holders thereof in connection with an Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased as set forth under Sections 3.02 and 3.03 hereof. Upon completion of
such Asset Sale Offer, the amount of Excess Proceeds 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 those laws and regulations are applicable in connection with the
repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Indenture relating to such Asset Sale Offer, the Company will comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations described in this Indenture by virtue thereof.

SECTION 4.11      TRANSACTIONS WITH AFFILIATES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each of the foregoing, an "AFFILIATE
TRANSACTION"), unless:

      (a)   such Affiliate Transaction, taken as a whole, is on terms that are
no less favorable to the Company or such Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or that
Restricted Subsidiary with an unrelated Person; and

      (b)   the Company delivers to the Trustee, with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $7.5 million, either (i) a resolution of the Board of
Directors set forth in an Officers' Certificate certifying that the relevant
Affiliate Transaction complies with clause (a) above and that such Affiliate
Transaction has been approved by a


                                       61
<PAGE>

majority of the disinterested members of the Board of Directors; or (ii) an
opinion as to the fairness to the Holders of that Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment banking
firm of national standing.

      Notwithstanding the foregoing, the following items shall not be deemed to
be Affiliate Transactions:

      (a)   customary directors' fees, indemnification or similar arrangements
or any employment agreement, consulting fee, employee salaries, bonuses or other
compensation plan or arrangement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business (including ordinary
course loans to officers, directors and employees for travel, entertainment,
moving and other relocation expenses not to exceed (i) $5.0 million outstanding
in the aggregate at any time and (ii) $2.0 million to any one employee);

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

      (c)   payments of customary fees by the Company or any of its Restricted
Subsidiaries to the Principals and their Affiliates made for any financial
advisory, financing, underwriting or placement services or in respect of other
investment banking activities, including, without limitation, in connection with
acquisitions or divestitures which are approved by a majority of the Board of
Directors in good faith;

      (d)   any agreement as in effect on the date of this Indenture or any
amendment thereto (so long as that amendment is not disadvantageous to the
Holders of the Notes in any material respect) or any transaction contemplated
thereby;

      (e)   payments and transactions in connection with the Transactions,
including any purchase price adjustment or any other payments made pursuant to
the Transaction Agreements or the financial advisory agreements with Credit
Suisse First Boston Corporation or any of its affiliates, and the Transaction
Financing, the New Credit Facilities (including commitment, syndication and
arrangement fees payable thereunder) and the Offering (including underwriting
discounts and commissions in connection therewith) and the application of the
proceeds thereof, and the payment of the fees and expenses with respect thereto;

      (f)   Restricted Payments that are permitted by Section 4.07 hereof and
any Permitted Investments;

      (g)   sales of accounts receivable, or participations therein, in
connection with any Receivables Facility;

      (h)   the issue and sale by the Company to its stockholders of Equity
Interests other than Disqualified Stock;

      (i)   the pledge of Equity Interests of Unrestricted Subsidiaries to
support the Indebtedness thereof; and

      (j)   any transaction not constituting a Restricted Investment in the
ordinary course of business or approved by a majority of the disinterested
directors, between the Company or any Restricted Subsidiary and any Affiliate of
the Company controlled by the Company that is a joint venture or similar entity
primarily engaged in a Permitted Business.


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<PAGE>

SECTION 4.12      LIENS.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien, other than a Permitted Lien, that secures obligations under any
Pari Passu Indebtedness or subordinated Indebtedness of the Company on any asset
or property now owned or hereafter acquired by the Company or any of its
Restricted Subsidiaries, or any income or profits therefrom or assign or convey
any right to receive income therefrom, unless the Notes are equally and ratably
secured with the obligations so secured until such time as those obligations are
no longer secured by a Lien; PROVIDED that, in any case involving a Lien
securing subordinated Indebtedness of the Company, that Lien is subordinated to
the Lien securing the Notes to the same extent that that subordinated
Indebtedness is subordinated to the Notes.

SECTION 4.13      CORPORATE EXISTENCE.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) the
corporate, partnership or other existence of itself and each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its 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 itself and any of its 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 Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes.

SECTION 4.14      OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

      (a)   Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes validly
tendered pursuant to the offer described below (the "CHANGE OF CONTROL OFFER")
at an offer price in cash equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date of repurchase (the "CHANGE OF CONTROL PAYMENT"). Within 90
days following any Change of Control (or at the Company's option prior to such
Change of Control), the Company will, or will cause the Trustee to, mail a
notice to each Holder describing the transaction or transactions that constitute
the Change of Control and offering to repurchase Notes on the date specified in
that notice, which date shall be no earlier than 30 days and no later than 60
days from the date that notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"),
pursuant to the procedures required by this Indenture and described in that
notice; PROVIDED, that any Change of Control Offer made prior to any date of
such Change of Control shall be made only in the reasonable anticipation of such
Change of Control; and PROVIDED, FURTHER, that the Company shall not be required
to purchase any Notes tendered pursuant to such Change of Control Offer if such
Change of Control does not occur. 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 the Notes as a result of a Change of Control.
To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Indenture relating to a Change of Control Offer, the
Company will comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture
by virtue thereof.

      (b)   On the Change of Control Payment Date, the Company will, to the
extent lawful:


                                       63
<PAGE>

            (i) accept for payment all Notes or portions thereof properly
      tendered pursuant to the Change of Control Offer;

            (ii) 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

            (iii) deliver or cause to be delivered to the Trustee the Notes so
      accepted together with an Officers' Certificate stating the aggregate
      principal amount of Notes or portions thereof being purchased by the
      Company.

      The Paying Agent will promptly mail to each Holder of Notes so tendered
the Change of Control Payment for that Holder's Notes, and the Trustee will
promptly authenticate and mail, or cause to be transferred by book-entry, to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; PROVIDED that each new Note will be in a
principal amount of $1,000 or an integral multiple thereof.

      Prior to complying with the provisions of this Section 4.14, but in any
event within 90 days following a Change of Control, the Company will either
repay all outstanding Senior Indebtedness or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Indebtedness to permit
the repurchase of Notes required by this Section 4.14. 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.

      (c)   Notwithstanding anything to the contrary in this Section 4.14, the
Company will 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
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

SECTION 4.15      NO SENIOR SUBORDINATED INDEBTEDNESS.

      Notwithstanding the provisions of Section 4.09 hereof, (i) the Company
shall not incur any Indebtedness that is subordinate or junior in right of
payment to any Senior Indebtedness and senior in right of payment to the Notes,
and (ii) no Guarantor will incur any Indebtedness that is subordinate or junior
in right of payment to any Senior Indebtedness and senior in right of payment to
that Guarantor's Guarantee.

SECTION 4.16      LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; PROVIDED that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if:

      (a)   the Company or such Restricted Subsidiary, as the case may be, could
have (i) incurred Indebtedness in an amount equal to the Attributable
Indebtedness relating to such sale and leaseback transaction pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof; and (ii) incurred a Lien to secure that Indebtedness pursuant to
Section 4.12 hereof;

      (b)   the gross cash proceeds of such sale and leaseback transaction are
at least equal to the fair market value (as determined in good faith by the
Board of Directors and set forth in an Officers' Certificate delivered to the
Trustee and, with respect to any sale and leaseback transactions involving a
fair market value in excess of $50.0 million, the Board of Directors'
determination of fair market value must be based


                                       64
<PAGE>

on an opinion or appraisal issued by an accounting, appraisal or investment
banking firm of national standing) of the property that is the subject of that
sale and leaseback transaction; and

      (c)   the transfer of assets in that sale and leaseback transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with, Section 4.10 hereof.

SECTION 4.17      ADDITIONAL NOTE GUARANTEES.

      If any Wholly-Owned Restricted Subsidiary of the Company that is a
Domestic Subsidiary guarantees any Indebtedness under the New Credit Facilities,
then such Restricted Subsidiary shall become a Guarantor and execute a
supplemental indenture and deliver an Opinion of Counsel, in accordance with the
terms of this Indenture.

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01      MERGER, CONSOLIDATION, OR SALE OF ASSETS.

      The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions to another Person unless (a) the Company is the
surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which that sale,
assignment, transfer, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia; (b) the Person formed by or surviving any
such consolidation or merger (if other than the Company) or the Person to which
that sale, assignment, transfer, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Registration Rights
Agreement, the Notes and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee; (c) immediately after that
transaction no Default or Event of Default exists; and (d) the Company or the
Person formed by or surviving any such consolidation or merger (if other than
the Company), or to which that sale, assignment, transfer, conveyance or other
disposition shall have been made (i) will, after giving pro forma effect to such
transaction as if that transaction had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.09 hereof or (ii) would, together with
its Restricted Subsidiaries, have a higher Fixed Charge Coverage Ratio
immediately after that transaction (after giving pro forma effect thereto as if
that transaction had occurred at the beginning of the applicable four-quarter
period) than the Fixed Charge Coverage Ratio of the Company and its Restricted
Subsidiaries immediately prior to that transaction. The foregoing clause (d)
will not prohibit (i) a merger between the Company and a Wholly Owned Subsidiary
of Parent created for the purpose of holding the Capital Stock of the Company;
(ii) a merger between the Company and a Wholly Owned Restricted Subsidiary; or
(iii) a merger between the Company and an Affiliate incorporated solely for the
purpose of reincorporating the Company in another State of the United States so
long as, in each case, the amount of Indebtedness of the Company and its
Restricted Subsidiaries is not increased thereby. The Company will not lease all
or substantially all of its assets to any Person.

SECTION 5.02      SUCCESSOR CORPORATION SUBSTITUTED.

      Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or


                                       65
<PAGE>

to which such sale, assignment, transfer, lease, conveyance or other disposition
is made shall succeed to, and be substituted for (so that from and after the
date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
PROVIDED, HOWEVER, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest or Liquidated Damages, if any,
on the Notes except in the case of a sale of all or substantially all of the
Company's assets that meets the requirements of Section 5.01 hereof.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01      EVENTS OF DEFAULT.

      Each of the following constitutes an Event of Default:

      (a)   default for 30 days in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Notes (whether or not
prohibited by Article 10 hereof);

      (b)   default in payment when due of the principal of or premium, if any,
on the Notes (whether or not prohibited by Article 10 hereof);

      (c)   failure by the Company or any of its Restricted Subsidiaries for 30
days after receipt of notice from the Trustee or Holders of at least 25% in
principal amount of the Notes then outstanding to comply with Sections 4.07,
4.09, 4.10, 4.14 or Article 5 hereof;

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

      (e)   default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether that Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which default (i) is caused by a
failure to pay Indebtedness at its stated final maturity (after giving effect to
any applicable grace period provided in such Indebtedness) (a "PAYMENT DEFAULT")
or (ii) results in the acceleration of that Indebtedness prior to its stated
final maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $25.0 million or more;

      (f)   failure by the Company or any of its Restricted Subsidiaries to pay
final judgments aggregating in excess of $25.0 million (net of any amounts with
respect to which a reputable and creditworthy insurance company has acknowledged
liability in writing), which judgments are not paid, discharged or stayed for a
period of 60 days;

      (g)   except as permitted by this Indenture, if any Note Guarantee shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any


                                       66
<PAGE>

Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its Note Guarantee;

      (h)   the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary 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,

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

            (v)   generally is not paying its debts as they become due; or

      (i)   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 Restricted
         Subsidiaries that is a Significant Subsidiary or any group of
         Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary in an involuntary case;

            (ii)  appoints a Custodian of the Company or any of its Restricted
         Subsidiaries that is a Significant Subsidiary or any group of
         Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary or for all or substantially all of the property
         of the Company or any of its Restricted Subsidiaries that is a
         Significant Subsidiary or any group of Restricted Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary; or

            (iii) orders the liquidation of the Company or any of its
         Restricted Subsidiaries that is a Significant Subsidiary or any group
         of Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary;

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

SECTION 6.02      ACCELERATION.

      If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company, any
Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary) occurs and is continuing, the Holders of at least 25% in principal
amount of the then outstanding Notes may direct the Trustee to declare all the
Notes to be due and payable immediately. However, so long as any Indebtedness
permitted to be incurred pursuant to the New Credit Facilities shall be
outstanding, such acceleration shall not be effective until the earlier of (i)
an acceleration under any such Indebtedness under the New Credit Facilities; or
(ii) five Business Days after receipt by the Company and the administrative
agent under the New Credit Facilities of written notice of such acceleration.
Except as stated in the prior sentence, upon any such declaration, the Notes
shall become due and payable immediately. Notwithstanding the foregoing, if an
Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs
with respect to the Company, any of its Restricted Subsidiaries that is a


                                       67
<PAGE>

Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable without further action or notice. Holders of the Notes
may not enforce this Indenture or the Notes except as provided in this
Indenture. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium or Liquidated Damages, if
any, that has become due solely because of the acceleration) have been cured or
waived; PROVIDED that, in the event of a declaration of acceleration of the
Notes because an Event of Default has occurred and is continuing as a result of
the acceleration of any Indebtedness described in clause (e) of Section 6.01
hereof, the declaration of acceleration of the Notes shall be automatically
annulled if the holders of any Indebtedness described in clause (e) of Section
6.01 hereof have rescinded the declaration of acceleration in respect of such
Indebtedness within 30 days of the date of such declaration and if (i) the
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction; and (ii) all existing Events of
Default, except non-payment of principal or interest on the Notes that became
due solely because of the acceleration of the Notes, have been cured or waived.

      If an Event of Default occurs on or after March 15, 2006 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium
shall also become and be immediately due and payable, to the extent permitted by
law, anything in this Indenture or in the Notes to the contrary notwithstanding.
If an Event of Default occurs prior to March 15, 2006 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, an additional premium shall
also become and be immediately due and payable in an amount, for each of the
years beginning on March 15 of the years set forth below, as set forth below
(expressed as a percentage of the principal amount of the Notes on the date of
payment that would otherwise be due but for the provisions of this sentence):

<TABLE>
<CAPTION>

      YEAR                                                 PERCENTAGE
      ----                                                 ----------
<S>                                                        <C>
      2002..............................................   112.832%
      2003..............................................   110.999%
      2004..............................................   109.166%
      2005..............................................   107.333%
</TABLE>


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 Liquidated Damages, 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.


                                       68
<PAGE>

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 Liquidated Damages, 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 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.

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 Liquidated
Damages, 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.


                                       69
<PAGE>

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 of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest and Liquidated Damages, if any, 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.

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 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 hereof. 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 hereof 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 6, 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 hereof, 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 Senior Indebtedness to the extent required by
Article 10 or Section 11.02 hereof;

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

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


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<PAGE>

      The Trustee may fix a record date and payment date for any payment to
Holders of Notes 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 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 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                    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:

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

            (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.


                                       71
<PAGE>

      (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 7.01 and Section 7.02 hereof.

      (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 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 and shall be fully protected in
acting or refraining from acting 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 Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection 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.

      (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 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 it must eliminate such conflict within 90
days, apply to the Commission 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 hereof.


                                       72
<PAGE>

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.

      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 90 days after such Default or Event of
Default becomes known to the Trustee. Except in the case of a Default or Event
of Default in payment of principal of, premium, if any, or interest or
Liquidated Damages, if any, 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 May 15 beginning with the May 15 following the
date of this Indenture, 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 ss. 313(a) (but if no event described in TIA ss.
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA ss. (b)(2).
The Trustee shall also transmit by mail all reports as required by TIA ss.
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 Commission and each stock
exchange on which the Notes are listed in accordance with TIA ss. 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 shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company 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 any Guarantor shall jointly and severally indemnify the
Trustee and its agents, employees, officers, directors and shareholders for, and
hold the same harmless against, any and all losses, liabilities or expenses
(including without limitation reasonable attorney's fees and expenses) incurred
by it arising out of or in connection with the acceptance or administration of
its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company 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


                                       73
<PAGE>

negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. At the
Trustee's sole discretion, the Company shall defend the claim and the Trustee
shall cooperate in the defense at the Company's expense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

      The obligations of the Company and any Guarantor under this Section 7.07
shall survive the satisfaction and discharge of this Indenture.

      To secure the Company's 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 resignation or removal of the
Trustee and/or the satisfaction and discharge or termination of this Indenture.

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof 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.

      The Trustee shall comply with the provisions of TIA ss. 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.

      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 hereof;

      (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.


                                       74
<PAGE>

      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
hereof, 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 provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof 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.

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 $100 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 ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA ss. 310(b).

SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                    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 hereof be applied to all outstanding Notes and
Guarantees 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 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from its obligations with respect to all


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outstanding Notes, Guarantees and this Indenture 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,
Guarantees and this Indenture, which Notes shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes, Guarantees 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 payments in
respect of the principal of, premium, if any, and interest and Liquidated
Damages, if any, on those Notes when those payments are due from the trust
referred to in Section 8.04 hereof;

      (b)   the Company's obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payment and money
for security payments held in trust;

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

      (d)   the Legal Defeasance provisions of this Indenture.

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 and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from its obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16 and 4.17 hereof 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 and the Guarantors 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
hereof, 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 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(f) hereof 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 hereof to the outstanding Notes and Note Guarantees:

      In order to exercise either Legal Defeasance or Covenant Defeasance:


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      (a)   the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of the Notes, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in those amounts
as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, and
interest and Liquidated Damages, if any, on the outstanding Notes on the stated
maturity or on the applicable redemption date, as the case may be, and the
Company must specify whether the Notes are being defeased to maturity or to a
particular redemption date;

      (b)   in the case of Legal Defeasance, the Company shall have delivered to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming that (i) the Company has received from, or there has been
published by, the Internal Revenue Service; a ruling or (ii) 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, subject to customary assumptions and exclusions, 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 Covenant Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel in the United States reasonably acceptable
to the Trustee confirming that, subject to customary assumptions and exclusions,
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 that deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) or, insofar as Events
of Default from bankruptcy or insolvency events are concerned, at any time in
the period ending on the 123rd day after the date of deposit;

      (e)   that Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) 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 must have delivered to the Trustee an Opinion of Counsel
to the effect that, subject to customary assumptions and exclusions, after the
123rd day following the deposit, the trust funds will not be subject to the
effect of Section 547 of the United States Bankruptcy Code or any analogous New
York State law provision or any other applicable federal or New York bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;

      (g)   the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of Notes over the other creditors of the Company with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or others; and

      (h)   the Company must deliver to the Trustee an Officers' Certificate and
an Opinion of Counsel (which opinion may be subject to customary assumptions and
exclusions), each stating that all conditions precedent provided for relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.


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

      Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof 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 sums due and to
become due thereon in respect of principal, premium, if any, and interest and
Liquidated Damages, if any, 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 hereof 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 hereof 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) hereof), 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      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 of, premium, if any, or
interest or Liquidated Damages, if any, on any Note and remaining unclaimed for
two years after such principal, and premium, if any, or interest or Liquidated
Damages, if any, 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 secured 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 trustees 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 8.07      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 hereof, 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, the Notes and
the Note Guarantees shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof 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 hereof, as the case may be; PROVIDED, HOWEVER, that, if the Company


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makes any payment of principal of, premium, if any, or interest or Liquidated
Damages, if any, 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.

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01      WITHOUT CONSENT OF HOLDERS OF NOTES.

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

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

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

      (c)   to provide for the assumption of the Company's obligations to the
Holders of the Notes in the case of a merger or consolidation or sale of all or
substantially all of the assets of the Company by a successor to the Company
pursuant to Article 5 hereof or to provide for the assumption of any Guarantor's
obligations under its Note Guarantee in the case of a merger or consolidation of
the Guarantor pursuant to Article 11 hereof;

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

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

      (f)   to allow any Guarantor to execute a supplemental indenture and/or a
Note Guarantee with respect to the Notes.

      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 hereof, 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 below in this Section 9.02, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture (including Section 3.09,
4.10 and 4.14 hereof), the Note 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 (including Additional Notes, if any) 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 hereof, 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 or


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Liquidated Damages, if any, on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture, the Note Guarantees or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding
Notes (including Additional Notes, if any) voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes). Notwithstanding the foregoing, any (i) amendment to or
waiver of Section 4.14 hereof, and (ii) amendment to Article 10 herein will
require the consent of the Holders of at least two-thirds in aggregate principal
amount of the Notes then outstanding if such amendment would materially
adversely affect the rights of Holders of Notes. Section 2.08 hereof 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 Section 7.02 hereof, the Trustee shall
join with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
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 9.02 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 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) 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 principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes (other than
Section 4.14 hereof) in a manner adverse to the Holder;

      (c)   reduce the rate of or extend the time for payment of interest on any
Note;

      (d)   waive a Default or Event of Default in the payment of principal of
or premium, if any, or interest or Liquidated Damages, if any, 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 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;

      (f)   make any change in the provisions of this Indenture relating to
waivers of past Defaults;


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      (g)   waive a redemption payment with respect to any Note (other than
Section 4.14 hereof);

      (h)   release any Guarantor from any of its obligations under its Note
Guarantee or this Indenture, except in accordance with the terms of this
Indenture; or

      (i)   make any change in the foregoing amendment and waiver provisions.

SECTION 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

      Every amendment or supplement to this Indenture or the Notes shall be set
forth in an 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.

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 its 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 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
11.04 hereof, an Officer's 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 agrees, and each Holder by accepting a Note agrees, that the
payment of Subordinated Note Obligations are subordinated in right of payment,
to the extent and in the manner set forth in this Article 10, to the prior
payment in full in cash or Cash Equivalents of all Senior Indebtedness,


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<PAGE>

whether outstanding on the date of this Indenture or thereafter incurred and
that the subordination is for the benefit of the holders of Senior Indebtedness.
The provisions of this Article 10 shall constitute a continuing offer to all
Persons that, in reliance upon such provisions, become holders of, or continue
to hold Senior Indebtedness, and they or each of them may enforce the rights of
holders of Senior Indebtedness hereunder, subject to the terms and provisions
hereof.

SECTION 10.02     LIQUIDATION; DISSOLUTION; BANKRUPTCY.

      Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, an
assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities,

      (1) the holders of Senior Indebtedness shall be entitled to receive
      payment in full in cash or Cash Equivalents of all Obligations due in
      respect of such Senior Indebtedness, including interest after the
      commencement of any such proceeding at the rate specified in the
      applicable Senior Indebtedness, before the Holders of Notes will be
      entitled to receive any payment with respect to the Subordinated Note
      Obligations, and

      (2) until all Obligations with respect to Senior Indebtedness are paid in
      full in cash or Cash Equivalents, any distribution to which the Holders of
      Notes would be entitled shall be made to the holders of Senior
      Indebtedness.

      However, Holders of Notes may receive and retain Permitted Junior
Securities and payments made from the trust described in Article 8 hereof.

      A "distribution" or "payment" may consist of a distribution, payment or
other transfer of assets by or on behalf of the Company (including, without
limitation, a redemption, repurchase or other acquisition of the Notes) from any
source, of any kind or character, whether in cash, securities or other property,
by set-off or otherwise.

SECTION 10.03     DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

      The Company also may not make any payment upon or in respect of the
Subordinated Note Obligations, except in Permitted Junior Securities or from the
trust described in Article 8 hereof until all obligations with respect to Senior
Indebtedness have been paid in full in cash or Cash Equivalents if:

      (1) a default in the payment of the principal (including reimbursement
      obligations in respect of letters of credit) of, premium, if any, or
      interest on or commitment, letter of credit or administrative fees
      relating to, Designated Senior Indebtedness occurs and is continuing
      beyond any applicable period of grace; or

      (2) any other default occurs and is continuing with respect to Designated
      Senior Indebtedness that permits holders of the Designated Senior
      Indebtedness as to which that default relates to accelerate its maturity
      and the Trustee receives a notice of that default (a "PAYMENT BLOCKAGE
      NOTICE") from the Company or the holders of any Designated Senior
      Indebtedness.

      Payments on the Notes may and shall be resumed:

      (1) in the case of a payment default, upon the date on which that default
      is cured or waived; and


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<PAGE>

      (2) in case of a nonpayment default, the earlier of the date on which that
      nonpayment default is cured or waived or 179 days after the date on which
      the applicable Payment Blockage Notice is received, unless the maturity of
      any Designated Senior Indebtedness has been accelerated.

      No new period of payment blockage may be commenced unless and until 360
days have elapsed since the effectiveness of the immediately prior Payment
Blockage Notice. No nonpayment default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the trustee shall be, or be
made, the basis for a subsequent Payment Blockage Notice unless that default
shall have been waived or cured for a period of not less than 90 days.

SECTION 10.04     ACCELERATION OF SECURITIES.

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

SECTION 10.05     WHEN DISTRIBUTION MUST BE PAID OVER.

      In the event that the Trustee or any Holder receives any payment of any
Subordinated Note Obligations at a time when the Trustee or such Holder, as
applicable, has actual knowledge that such payment is prohibited by Section
10.03 or 10.04 hereof, 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 Indebtedness as their interests
may appear or their Representative under the indenture or other agreement (if
any) pursuant to which Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Indebtedness remaining unpaid to the extent
necessary to pay such Obligations in full in accordance with their terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness.

      With respect to the holders of Senior Indebtedness, 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 Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness, and 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 Indebtedness 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 promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Indebtedness as
provided in this Article 10.

SECTION 10.07     SUBROGATION.

      After all Senior Indebtedness is paid in full in cash or Cash Equivalents
and until the Notes are paid in full, Holders of Notes shall be subrogated
(equally and ratably with all other Indebtedness PARI PASSU with the Notes) to
the rights of holders of Senior Indebtedness to receive distributions applicable
to Senior Indebtedness to the extent that distributions otherwise payable to the
Holders of Notes have been


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<PAGE>

applied to the payment of Senior Indebtedness. A distribution made under this
Article 10 to holders of Senior Indebtedness that otherwise would have been made
to Holders of Notes is not, as between the Company and Holders, a payment by the
Company on the Notes.

SECTION 10.08     RELATIVE RIGHTS.

      This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Indebtedness. Nothing in this Indenture shall:

      (1) impair, as between the Company and Holders of Notes, the obligation of
the Company, which is absolute and unconditional, to pay principal of and
interest and Liquidated Damages, if any, on the Notes in accordance with their
terms;

      (2) affect the relative rights of Holders of Notes and creditors of the
Company other than their rights in relation to holders of Senior Indebtedness;
or

      (3) prevent the Trustee or any Holder of Notes from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders and owners of Senior Indebtedness to receive distributions and payments
otherwise payable to Holders of Notes.

      If the Company fails because of this Article 10 to pay principal of or
interest or Liquidated Damages, if any, on a Note on the due date, the failure
is still a Default or Event of Default.

SECTION 10.09     SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

      No right of any holder of Senior Indebtedness to enforce the subordination
of the Indebtedness evidenced by the Notes shall be impaired by any act or
failure to act by the Company or any Holder or by the failure of the Company or
any Holder to comply with this Indenture.

SECTION 10.10     DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

      Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, 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 Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
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 five Business Days 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. Only the Company or a


                                       84
<PAGE>

Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

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

SECTION 10.12     AUTHORIZATION TO EFFECT SUBORDINATION.

      Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representative is hereby authorized to file an appropriate claim
for and on behalf of the Holders of the Notes.

SECTION 10.13     NO WAIVER OF SUBORDINATION PROVISIONS.

      (a)   No right of any present or future holder of any Senior Indebtedness
to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act by any such holder.

      (b)   Without in any way limiting the generality of paragraph (a) of this
Section 10.13, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or any Holder, without
incurring responsibility to any Holder and without impairing or releasing the
subordination provided in this Article 10 or the obligations hereunder of the
Holders to the holders of Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, any Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against either Company or any
other Person.

SECTION 10.14     AMENDMENTS.

      The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of all Senior Indebtedness.

SECTION 10.15     TRUSTEE'S COMPENSATION NOT PREJUDICED.

      Nothing in this Article 10 shall apply to amounts due to the Trustee
pursuant to other Sections of this Indenture.

                                   ARTICLE 11

                                 NOTE 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


                                       85
<PAGE>

successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that: (1) 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, 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 (2) 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. 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 Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

      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 Note
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, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. Each Guarantor that makes a payment or
distribution under a guarantee shall be entitled to a contribution from each
other Guarantor in a pro rata amount based on the assets of each Guarantor
determined accordance with GAAP. 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 NOTE GUARANTEE.

      The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 shall be junior and subordinated to the Senior Guarantee of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Indebtedness 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


                                       86
<PAGE>

Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof
with respect to subordination.

SECTION 11.03     LIMITATION OF 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 Note Guarantee of
such Guarantor not constitute a fraudulent 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
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, 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 Note Guarantee not constituting a
fraudulent transfer or conveyance.

SECTION 11.04     EXECUTION AND DELIVERY OF NOTE GUARANTEE.

      To evidence its Note Guarantee set forth in Section 11.01, each Guarantor
hereby agrees that a notation of such Note 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 Treasurer or Secretary.

      Each Guarantor hereby agrees that its Note 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 Note Guarantee.

      If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

      The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note 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 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Note Guarantees in accordance with Section 4.17 hereof and
this Article 11, to the extent applicable.

SECTION 11.05     GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

      Except as otherwise provided in Section 11.06, 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 Section 11.06 hereof, the Person formed by or surviving
any such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the


                                       87
<PAGE>

Trustee, under the Notes, this Indenture, the Note Guarantees and the
Registration Rights Agreement on the terms set forth herein or therein; and

      (b)   immediately after giving effect to such transaction, no Default or
Event of Default exists.

      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 Note
Guarantees 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 Note
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 Note Guarantees so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Note Guarantees theretofore
and thereafter issued in accordance with the terms of this Indenture as though
all of such Note Guarantees had been issued at the date of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) 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 SALE OF ASSETS.

      In the event of a sale or other disposition of all or substantially all of
the assets of a Guarantor, by way of merger, consolidation or otherwise, or a
sale or other disposition of all of the capital stock of a 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 Note Guarantee; PROVIDED that
the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this Indenture, including without limitation
Section 4.10 hereof. 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 provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.

      In the event of the defeasance of the Notes in accordance with the terms
of this Indenture, including without limitation Sections 8.02 and 8.03 hereof,
and in the event of the designation of any Restricted Subsidiary that is a
Guarantor as an Unrestricted Subsidiary in accordance with the terms of this
Indenture, then such Guarantor will be released and relieved of any obligations
under its Guarantee.

      Any Guarantor not released from its obligations under its Note 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.


                                       88
<PAGE>

                                   ARTICLE 12

                           SATISFACTION AND DISCHARGE

SECTION 12.01     SATISFACTION AND DISCHARGE

      This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:

(1)   either:

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

      (b)   all Notes that have not been delivered to the Trustee for
cancellation have become due and payable by reason of the making of a notice of
redemption or otherwise or will become due and payable within one year and the
Company or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium and
Liquidated Damages, if any, and accrued interest to the date of maturity or
redemption;

(2) no Default of Event of Default shall have occurred and be continuing on the
date of such deposit or shall occur as a result of such deposit and such deposit
will not result in a breach or violation or, or constitute a default under, any
other instrument to which the Company or any Guarantor is a party or by which
the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable
by it under this Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at
maturity or the redemption date, as the case may be.

      In addition, the Company shall deliver an Officer's Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

      Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 12.02 and Section 8.06 shall
survive.

SECTION 12.02     APPLICATION OF TRUST MONEY

      Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.


                                       89
<PAGE>

      If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; PROVIDED that if the Company has made any payment of principal or,
premium, if any, or interest on any Notes because of the reinstatement of its
obligation, the Company shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money or Government Securities held by
the Trustee or Paying Agent.

                                   ARTICLE 13

                                  MISCELLANEOUS

SECTION 13.01     TRUST INDENTURE ACT CONTROLS.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss. 318(c), the imposed duties shall control.

SECTION 13.02     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 or any Guarantor:

            PMD Group Inc.
            9911 Brecksville Road
            Cleveland, Ohio  44141
            Telecopier No.:  (212) 447-5730
            Attention:  Vice President - Legal

      With a copy to:

            Fried, Frank, Harris, Shriver & Jacobson
            One New York Plaza
            New York, New York  10004
            Telecopier No.:  (212) 859-8586
            Attention:  David Golay, Esq.


                                       90
<PAGE>

      If to the Trustee:

            Wells Fargo Bank Minnesota, National Association
            213 Court Street

            Suite 902
            Middletown, Connecticut  06457
            Telecopier No.:  (860) 704-6219
            Attention:  Corporate Trust Services

      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 (other than those sent to Holders) 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 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 ss. 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 13.03     COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

      Holders may communicate pursuant to TIA ss. 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 ss.
312(c).

SECTION 13.04     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 13.05 hereof) 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 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.


                                       91
<PAGE>

SECTION 13.05     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 ss. 314(a)(4)) shall comply with the provisions of TIA ss.
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 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 13.06     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 13.07     NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                  STOCKHOLDERS.

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

SECTION 13.08     GOVERNING LAW.

      THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES 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.

SECTION 13.09     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 13.10     SUCCESSORS.

      All agreements of the Company and the Guarantors in this Indenture, the
Notes and the Note Guarantees shall bind their successors. All agreements of the
Trustee in this Indenture shall bind its successors.


                                       92
<PAGE>

SECTION 13.11     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 13.12     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 13.13     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.

                         [Signatures on following page]



                                       93
<PAGE>

                                   SIGNATURES

Dated as of February 28, 2001

                                    PMD GROUP INC.

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

                                    PMD HOLDINGS CORP.


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

                                    BFGOODRICH FCC, INC.


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

                                    BFGOODRICH CHINA, INC.


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

                                    GOODRICH HOLDINGS CORPORATION

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

                                    BFGOODRICH TEXTILE CHEMICALS, INC.


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

                                    BFGOODRICH KALAMA, INC.


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


                                       94
<PAGE>

                                    BFGOODRICH DIAMALT, INC.


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

                                    BFGOODRICH HILTON DAVIS, INC.


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

                                    FCC ACQUISITION CORP.


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

                                    PERFORMANCE MATERIALS I INC.


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

                                    PERFORMANCE MATERIALS II LLC

                                    By:  PMD Group Inc.
                                         Its Sole Member


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

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee


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




                                       95
<PAGE>

                                   EXHIBIT A-1

                              (Face of Global Note)

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



                                                      CUSIP/CINS ______________


                     11% Senior Subordinated Notes due 2011

No. __                                                      $___________


                                 PMD GROUP INC.

promises to pay to _______________, or registered assigns, the principal sum of
_________________ Dollars on February 28, 2011

Interest Payment Dates: March 15 and September 15

Interest Record Dates:  March 1 and September 15

Dated: February 28, 2001


                                          PMD GROUP INC.


                                          BY:
                                             ---------------------------------
                                             Name:
                                             Title:

This is one of the Global Notes referred to in the within-mentioned Indenture:

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
  as Trustee


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






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


                                      A1-1
<PAGE>



                                 (Back of Note)

          11% [Series A] [Series B] Senior Subordinated Notes due 2011

Unless and until it is exchanged in whole or in part for Notes in definitive
form, this Note may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Unless this
certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as may be
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner
hereof, Cede & Co., has an interest herein.

      THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
      WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
      STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
      ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

               -  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
                  (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"),
                  (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN
                  COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C)
                  IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (As defined in
                  Rule 501(A) (1), (2), (3) Or (7) or Regulation D under the
                  Securities Act (AN "IAI")),

               -  AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
                  EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
                  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
                  OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
                  RULE 904 OF REGULATION S OF THE SECURITIES ACT, (D) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
                  SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
                  FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
                  REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF
                  THIS NOTE (the form of which can be obtained from the Trustee)
                  AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
                  AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
                  ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
                  WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER
                  EXEMPTION FROM THE


                                      A1-2
<PAGE>

                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
                  UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G)
                  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
                  CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
                  STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
                  JURISDICTION AND

               -  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE
                  OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
                  THE EFFECT OF THIS LEGEND.

      AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
      THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
      SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE
      TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
      FOREGOING.

      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 2.07 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.

      Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

      1. INTEREST. PMD Group Inc., a Delaware corporation (the "COMPANY"),
promises to pay interest on the principal amount of this Note at 11% per annum
from September 15, 2001 until maturity and shall pay the Liquidated Damages
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. Interest on the Notes will accrue at the rate of 11% per year. The
Company will pay interest and Liquidated Damages semi-annually on March 15 and
September 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 an Interest 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; and PROVIDED FURTHER that the first Interest
Payment Date shall be September 15, 2001. 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 Liquidated Damages (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.


                                      A1-3
<PAGE>

      2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the Interest Record Date next
preceding the Interest Payment Date, even if such Notes are cancelled 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 Liquidated Damages, if any, and interest
at the office of the Paying Agent and Registrar. Holders of Notes must surrender
their Notes to the Paying Agent to collect principal payments, and the Company
may pay principal and interest and Liquidated Damages, if any, by check and may
mail checks to a Holder's registered address; PROVIDED that all payments with
respect to Global Notes and Definitive Notes, the Holders of which have given
wire transfer instructions to the Company, will be required to be made by wire
transfer of immediately available funds to the accounts specified by the Holders
thereof. 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, Wells Fargo Bank Minnesota,
National Association, 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
February 28, 2001 ("INDENTURE"), between the Company, the Guarantors named in a
schedule thereto (the "GUARANTORS") and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss.
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 initially limited to $275,000,000 million in
aggregate principal amount. Additional Notes may be issued pursuant to Sections
2.02 and 4.09 of the Indenture and, if issued, will be treated as a single class
for all purposes under the Indenture.

      5.    OPTIONAL REDEMPTION.

      (a) Except as provided in subparagraph (b) of this Paragraph 5, the Notes
will not be redeemable at the Company's option prior to March 15, 2006.
Thereafter, the Notes will 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, in cash at the redemption prices (expressed as percentages of principal
amount) set forth below, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on March 15 of the years indicated below:

<TABLE>
<CAPTION>

            YEAR                                            PERCENTAGE

<S>                                                         <C>
            2006.............................................105.500%
            2007.............................................103.667%
            2008.............................................101.833%
            2009 and thereafter..............................100.000%
</TABLE>

      (b)   Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, on or prior to March 15, 2004, the Company may redeem up to 35% of the
aggregate principal amount of Notes ever issued under the Indenture in cash at a
redemption price of 111% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the redemption date,
with the net


                                      A1-4
<PAGE>

cash proceeds of one or more Equity Offerings; PROVIDED that at least 65% of the
aggregate principal amount of Notes ever issued under the Indenture remains
outstanding immediately after the occurrence of any such redemption; and
PROVIDED FURTHER that such redemption shall occur within 60 days of the date of
the closing of any such Equity Offering.

      (c)   Any redemption pursuant to this subparagraph 5 shall be made
pursuant to the provisions of Section 3.01 through 3.06 of the Indenture.

      6.    MANDATORY REDEMPTION. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments with respect
to the Notes.

      7.    REPURCHASE AT OPTION OF HOLDER.

      (a)   Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to
the offer described in Section 4.14 of the Indenture (the "CHANGE OF CONTROL
OFFER") at an offer price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 90
days following any Change of Control, the Company will, or will cause the
Trustee to, mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
Notes on the date specified in such notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures required by the Indenture and described in such notice.

      (b)   Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or the Restricted Subsidiary, as the case may be, shall apply
the Net Proceeds, at its option (or to the extent the Company is required to
apply the Net Proceeds pursuant to the terms of the New Credit Facilities), (a)
to repay or purchase Senior Indebtedness of the Company or any Indebtedness of
any Restricted Subsidiary, as the case may be; or (b)(i) in an investment in
property, the making of a capital expenditure or the acquisition of assets that
are used or useful in a Permitted Business or (ii) in the acquisition of Capital
Stock of any Person primarily engaged in a Permitted Business if (x) as a result
of the acquisition by the Company or any Restricted Subsidiary thereof, such
Person becomes a Restricted Subsidiary or (y) the Investment in that Capital
Stock is permitted by clause (14) of the definition of Permitted Investments; or
(c) apply the Net Proceeds of any Asset Sale or commence an offer or otherwise
become obligated to prepay Pari Passu Indebtedness not exceeding the Pari Passu
Indebtedness Pro Rata Share; or (d) apply up to 50% of such Net Proceeds to the
purchase, prior to the second anniversary of the indentures, of not more than
$60.0 million aggregate original face amount of the Seller Note at a purchase
price not exceeding the accreted value at the date of purchase. Pending the
final application of any Net Proceeds, the Company may temporarily reduce
Indebtedness or otherwise invest those Net Proceeds in any manner that is not
prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the first sentence of this paragraph will be
deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess
Proceeds exceeds $15.0 million, the Company will be required to make an offer to
all Holders of Notes (an "ASSET SALE OFFER") to purchase the maximum principal
amount of Notes that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date
of purchase, in accordance with the procedures set forth in this Indenture. To
the extent that any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof in connection with an Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased as set forth under Sections 3.02 and 3.03 of the Indenture. Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero. Holders of Notes that are the subject of an


                                      A1-5
<PAGE>

offer to purchase may elect to have such Notes purchased by completing the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

      8.    NOTICE OF REDEMPTION. Notice of redemption will be mailed 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.

      9.    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.

      10.   PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

      11.   AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note 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
then outstanding Notes (and Additional Notes, if any) and any existing Default
or compliance with any provision of the Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (and Additional Notes, if any). Without the
consent of any Holder of a Note, the Indenture, the Note 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 materially adversely affect the legal rights under the
Indenture of any such Holder, to comply with the requirements of the Commission
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act, to provide for the Issuance of Additional Notes in
accordance with the limitations set forth in the Indenture, or to allow any
Guarantor to execute a supplemental indenture to the Indenture and/or a Note
Guarantee with respect to the Notes.

      12.   DEFAULTS AND REMEDIES. Each of the following constitutes an "Event
of Default": (a) default for 30 days in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Notes (whether or not
prohibited by Article 10 of the Indenture); (b) default in payment when due of
the principal of or premium, if any, on the Notes (whether or not prohibited by
Article 10 of the Indenture); (c) failure by the Company or any of its
Restricted Subsidiaries for 30 days after receipt of notice from the Trustee or
Holders of at least 25% in principal amount of the Notes (including Additional
Notes, if any) then outstanding to comply with Sections 4.07, 4.09, 4.10, 4.14
or Article 5 of the Indenture; (d) failure by the Company for 60 days after
notice from the Trustee or the Holders of at least 25% in principal amount of
the Notes then outstanding to comply with any of its other agreements in this
Indenture or the Notes; (e) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which


                                      A1-6
<PAGE>

default (i) is caused by a failure to pay Indebtedness at its stated final
maturity (after giving effect to any applicable grace period provided in such
Indebtedness) (a "PAYMENT DEFAULT") or (ii) results in the acceleration of such
Indebtedness prior to its stated final maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $25.0 million or more; (f) failure
by the Company or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $25.0 million (net of any amounts with respect to which
a reputable and creditworthy insurance company has acknowledged liability in
writing), which judgments are not paid, discharged or stayed for a period of 60
days; (g) except as permitted by the Indenture, if any Note Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of a Guarantor, shall deny or disaffirm its obligations under
its Note Guarantee; and (h) certain events of bankruptcy or insolvency as
described in the Indenture.

      If any Event of Default (other than certain events of bankruptcy or
insolvency) occurs and is continuing, Holders of at least 25% in principal
amount of the then outstanding Notes may direct the Trustee to declare all the
Notes to be due and payable immediately. However, so long as any Indebtedness
permitted to be incurred pursuant to the New Credit Facilities shall be
outstanding, such acceleration shall not be effective until the earlier of (i)
an acceleration under any such Indebtedness under the New Credit Facilities; or
(ii) five Business Days after receipt by the Company and the administrative
agent under the New Credit Facilities of written notice of such acceleration.
Except as stated in the prior sentence, upon any such declaration, the Notes
shall become due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders of the Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. The Holders of a majority in
aggregate 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.

      13.   SUBORDINATION. The payment of Subordinated Note Obligations will be
subordinated in right of payment, as set forth in the Indenture, to the prior
payment in full in cash or cash equivalents of all Senior Indebtedness, whether
outstanding on the date of the Indenture or thereafter incurred. the Company
agrees, and each Holder by accepting a Note agrees, that the payment of
principal of, premium and interest and Liquidated Damages, if any, on the Notes
is subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full in cash or cash equivalents of all
Senior Indebtedness (whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

      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 member, director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such, shall
have any liability for any obligations of the Company and the Guarantors under
the Notes, the Note 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.


                                      A1-7
<PAGE>

      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 February 28, 2001, between the Company and the parties
named on the signature pages thereof (the "REGISTRATION RIGHTS AGREEMENT").

      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.

      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:

            PMD Group Inc.
            9911 Brecksville Road
            Cleveland, OH 44141
            Telecopier No.:  (212) 447-5730
            Attention:  Vice President-Legal





                                      A1-8
<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
                                    Note)


                                    Tax Identification No:______________________

                                    Signature Guarantee*:



      *Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee)







                                      A1-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.14 of the Indenture, check the box below:

          / / Section 4.10                       / / Section 4.14

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________

Date:                               Your Signature:___________________________
                                    (Sign exactly as your name appears on the
                                    Note)


                                    Tax Identification No:_____________________

                                    Signature Guarantee*:



      *Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee)





                                     A1-10
<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>

                        Amount of         Amount of     Principal Amount
                       decrease in       increase in        of this              Signature of
                        Principal         Principal        Global Note           authorized
                         Amount            Amount          following             officer of
    Date Of              of this           of this        such decrease          Trustee or
    Exchange           Global Note       Global Note     (or Increase)          Note Custodian
    --------           -----------       -----------      ------------          --------------
<S>                    <C>                <C>             <C>                   <C>




</TABLE>





                                     A1-11
<PAGE>

                                   EXHIBIT A-2
                  (Face of Regulation S Temporary Global Note)
================================================================================

                                                          CUSIP/CINS ___________

                     11% Senior Subordinated Notes due 2011

No.__                                                       $___________


                                 PMD GROUP INC.

promises to pay to _______________, or registered assigns, the principal sum
of_________________ Dollars on February 28, 2011.

Interest Payment Dates: March 15 and September 15

Interest Record Dates:  March 1 and September 1

Dated: February 28, 2001


                                          PMD GROUP INC.


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

This is one of the Global Notes referred
to in the within-mentioned Indenture:

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
  as Trustee


By: ______________________________
    Name:
    Title:


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



                                      A2-1
<PAGE>



                  (Back of Regulation S Temporary Global Note)

          11% [Series A] [Series B] Senior Subordinated Notes due 2011

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.

      THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
      ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
      WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
      STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
      ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

               -  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
                  (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"),
                  (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN
                  COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C)
                  IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (As defined in
                  Rule 501(A) (1), (2), (3) Or (7) or Regulation D under the
                  Securities Act (AN "IAI")),

               -  AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
                  EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
                  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
                  OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
                  RULE 904 OF REGULATION S OF THE SECURITIES ACT, (D) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
                  SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
                  FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
                  REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF
                  THIS NOTE (the form of which can be obtained from the Trustee)
                  AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
                  AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
                  ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
                  WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE
                  COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
                  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
                  APPLICABLE JURISDICTION AND


                                      A2-2
<PAGE>

               -  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE
                  OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
                  THE EFFECT OF THIS LEGEND.

      AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
      THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
      SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE
      TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
      FOREGOING.

      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 2.07 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.

      Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

      1. INTEREST. PMD Group Inc., a Delaware corporation (the "COMPANY"),
promises to pay interest on the principal amount of this Note at 11% per annum
from September 15, 2001 until maturity and shall pay the Liquidated Damages
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. Interest on the Notes will accrue at the rate of 11% per year. The
Company will pay interest and Liquidated Damages semi-annually on March 15 and
September 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 an Interest 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; and PROVIDED FURTHER that the first Interest
Payment Date shall be September 15, 2001. 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 Liquidated Damages (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.

      Until this Regulation S Temporary Global Note is exchanged for one or more
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to
receive payments of interest hereon; until so exchanged in full, this Regulation
S Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under this Indenture.


                                      A2-3
<PAGE>

      2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the Interest Record Date next
preceding the Interest Payment Date, even if such Notes are cancelled 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 Liquidated Damages, if any, and interest
at the office of the Paying Agent and Registrar. Holders of Notes must surrender
their Notes to the Paying Agent to collect principal payments, and the Company
may pay principal and interest and Liquidated Damages, if any, by check and may
mail checks to a Holder's registered address; PROVIDED that all payments with
respect to Global Notes and Definitive Notes, the Holders of which have given
wire transfer instructions to the Company, will be required to be made by wire
transfer of immediately available funds to the accounts specified by the Holders
thereof. 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, Wells Fargo Bank Minnesota,
National Association, 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
February 28, 2001 ("INDENTURE"), between the Company, the Guarantors named in a
Schedule thereto (the "GUARANTORS") and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss.
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 initially limited to $275,000,000 in aggregate
principal amount. Additional Notes may be issued pursuant to Sections 2.02 and
4.09 of the Indenture and, if issued, will be treated as a single class for all
purposes under the Indenture.

      5.    OPTIONAL REDEMPTION.

      (a)   Except as provided in subparagraph (b) of this Paragraph 5, the
Notes will not be redeemable at the Company's option prior to March 15, 2006.
Thereafter, the Notes will 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, in cash at the redemption prices (expressed as percentages of principal
amount) set forth below, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on March 15 of the years indicated below:

<TABLE>
<CAPTION>

            YEAR                                            PERCENTAGE

<S>                                                         <C>
            2006.............................................105.500%
            2007.............................................103.667%
            2008.............................................101.833%
            2009 and thereafter..............................100.000%
</TABLE>

      (b)   Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, on or prior to March 15, 2004, the Company may redeem up to 35% of the
aggregate principal amount of Notes ever issued under the Indenture in cash at a
redemption price of 111% of the principal amount thereof, plus


                                      A2-4
<PAGE>

accrued and unpaid interest and Liquidated Damages, if any, thereon to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
PROVIDED that at least 65% of the aggregate principal amount of Notes ever
issued under the Indenture remains outstanding immediately after the occurrence
of any such redemption; and PROVIDED FURTHER that such redemption shall occur
within 60 days of the date of the closing of any such Equity Offering.

      (c)   Any redemption pursuant to this subparagraph 5 shall be made
pursuant to the provisions of Section 3.01 through 3.06 of the Indenture.

      6.    MANDATORY REDEMPTION. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments with respect
to the Notes.

      7.    REPURCHASE AT OPTION OF HOLDER.

      (a)   Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to
the offer described in Section 4.14 of the Indenture (the "CHANGE OF CONTROL
OFFER") at an offer price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 90
days following any Change of Control, the Company will, or will cause the
Trustee to, mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
Notes on the date specified in such notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures required by the Indenture and described in such notice.

      (b)   Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or the Restricted Subsidiary, as the case may be, shall apply
the Net Proceeds, at its option (or to the extent the Company is required to
apply the Net Proceeds pursuant to the terms of the New Credit Facilities), (a)
to repay or purchase Senior Indebtedness of the Company or any Indebtedness of
any Restricted Subsidiary, as the case may be; or (b)(i) in an investment in
property, the making of a capital expenditure or the acquisition of assets that
are used or useful in a Permitted Business or (ii) in the acquisition of Capital
Stock of any Person primarily engaged in a Permitted Business if (x) as a result
of the acquisition by the Company or any Restricted Subsidiary thereof, such
Person becomes a Restricted Subsidiary or (y) the Investment in that Capital
Stock is permitted by clause (14) of the definition of Permitted Investments; or
(c) apply the Net Proceeds of any Asset Sale or commence an offer or otherwise
become obligated to prepay Pari Passu Indebtedness not exceeding the Pari Passu
Indebtedness Pro Rata Share; or (d) apply up to 50% of such Net Proceeds to the
purchase, prior to the second anniversary of the indentures, of not more than
$60.0 million aggregate original face amount of the Seller Note at a purchase
price not exceeding the accreted value at the date of purchase. Pending the
final application of any Net Proceeds, the Company may temporarily reduce
Indebtedness or otherwise invest those Net Proceeds in any manner that is not
prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the first sentence of this paragraph will be
deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess
Proceeds exceeds $15.0 million, the Company will be required to make an offer to
all Holders of Notes (an "ASSET SALE OFFER") to purchase the maximum principal
amount of Notes that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date
of purchase, in accordance with the procedures set forth in this Indenture. To
the extent that any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof in connection with an Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes to be


                                      A2-5
<PAGE>

purchased as set forth under Sections 3.02 and 3.03 of the Indenture. Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero. Holders of Notes that are the subject of an offer to purchase may
elect to have such Notes purchased by completing the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes.

      8.    NOTICE OF REDEMPTION. Notice of redemption will be mailed 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.

      9.    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.

      This Regulation S Temporary Global Note is exchangeable in whole or in
part for one or more Global Notes only (i) on or after the termination of the
40-day restricted period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of this Indenture. Upon exchange of this Regulation S Temporary
Global Notes for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.

      10.   PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

      11.   AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note 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
then outstanding Notes (and Additional Notes, if any) and any existing Default
or compliance with any provision of the Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (and Additional Notes, if any). Without the
consent of any Holder of a Note, the Indenture, the Note 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 materially adversely affect the legal rights under the
Indenture of any such Holder, to comply with the requirements of the Commission
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act, to provide for the Issuance of Additional Notes in
accordance with the limitations set forth in the Indenture, or to allow any
Guarantor to execute a supplemental indenture to the Indenture and/or a Note
Guarantee with respect to the Notes.

      12.   DEFAULTS AND REMEDIES. Each of the following constitutes an "Event
of Default": (a) default for 30 days in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Notes (whether or not
prohibited by Article 10 of the Indenture); (b) default in payment when due of
the principal of or premium, if any, on the Notes (whether or not prohibited by
Article 10 of the Indenture); (c)


                                      A2-6
<PAGE>

failure by the Company or any of its Restricted Subsidiaries for 30 days after
receipt of notice from the Trustee or Holders of at least 25% in principal
amount of the Notes (including Additional Notes, if any) then outstanding to
comply with Sections 4.07, 4.09, 4.10, 4.14 or Article 5 of the Indenture; (d)
failure by the Company for 60 days after notice from the Trustee or the Holders
of at least 25% in principal amount of the Notes then outstanding to comply with
any of its other agreements in this Indenture or the Notes; (e) default under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by
the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists, or is created after the date of this
Indenture, which default (i) is caused by a failure to pay Indebtedness at its
stated final maturity (after giving effect to any applicable grace period
provided in such Indebtedness) (a "PAYMENT DEFAULT") or (ii) results in the
acceleration of such Indebtedness prior to its stated final maturity and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$25.0 million or more; (f) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of $25.0 million (net
of any amounts with respect to which a reputable and creditworthy insurance
company has acknowledged liability in writing), which judgments are not paid,
discharged or stayed for a period of 60 days; (g) except as permitted by the
Indenture, if any Note Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of a Guarantor, shall
deny or disaffirm its obligations under its Note Guarantee; and (h) certain
events of bankruptcy or insolvency as described in the Indenture.

      If any Event of Default (other than certain events of bankruptcy or
insolvency) occurs and is continuing, Holders of at least 25% in principal
amount of the then outstanding Notes may direct the Trustee to declare all the
Notes to be due and payable immediately. However, so long as any Indebtedness
permitted to be incurred pursuant to the New Credit Facilities shall be
outstanding, such acceleration shall not be effective until the earlier of (i)
an acceleration under any such Indebtedness under the New Credit Facilities; or
(ii) five Business Days after receipt by the Company and the administrative
agent under the New Credit Facilities of written notice of such acceleration.
Except as stated in the prior sentence, upon any such declaration, the Notes
shall become due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders of the Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. The Holders of a majority in
aggregate 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.

      13.   SUBORDINATION. The payment of Subordinated Note Obligations will be
subordinated in right of payment, as set forth in the Indenture, to the prior
payment in full in cash or cash equivalents of all Senior Indebtedness, whether
outstanding on the date of the Indenture or thereafter incurred. the Company
agrees, and each Holder by accepting a Note agrees, that the payment of
principal of, premium and interest and Liquidated Damages, if any, on the Notes
is subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full in cash or cash equivalents of all
Senior Indebtedness (whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.


                                      A2-7
<PAGE>

      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 member, director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such, shall
have any liability for any obligations of the Company and the Guarantors under
the Notes, the Note 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 February 28, 2001, between the Company and the parties
named on the signature pages thereof (the "REGISTRATION RIGHTS AGREEMENT").

      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.

      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:

            PMD Group Inc.
            9911 Brecksville Road
            Cleveland, OH 44141
            Telecopier No.:  (212) 447-5730
            Attention:  Vice President-Legal






                                      A2-8
<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
                                     Note)


                                    Tax Identification No:______________________



                                    Signature Guarantee*:



      *Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee)








                                      A2-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.14 of the Indenture, check the box below:

           / / Section 4.10                      / / Section 4.14

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________

Date:                               Your Signature:_____________________________
                                    (Sign exactly as your name appears on the
                                    Note)


                                    Tax Identification No:______________________



                                    Signature Guarantee*:



      *Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee)





                                     A2-10
<PAGE>


           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

      The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

<TABLE>
<CAPTION>

                        Amount of         Amount of     Principal Amount
                       decrease in       increase in        of this              Signature of
                        Principal         Principal        Global Note           authorized
                         Amount            Amount          following             officer of
    Date Of              of this           of this        such decrease          Trustee or
    Exchange           Global Note       Global Note     (or Increase)          Note Custodian
    --------           -----------       -----------      ------------          --------------
<S>                    <C>                <C>             <C>                   <C>



</TABLE>




                                     A2-11
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

PMD Group Inc.
9911 Brecksville Road
Cleveland, OH 44141
Telecopier No.:  (216) 447-5730
Attention:  Vice President-Legal


Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 902
Middletown, Connecticut  06457
Telecopier No.:  (860) 704-6219
Attention: Corporate Trust Services


Re:      11% Senior Subordinated Notes due 2011

      Reference is hereby made to the Indenture, dated as of February 28, 2001
(the "INDENTURE"), among PMD Group Inc. (the "COMPANY"), as issuer, the
Guarantors listed on the signature pages thereto, and Wells Fargo Minnesota,
S.A., 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 WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO 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 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

2.    / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S GLOBAL NOTE OR A DEFINITIVE
NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being


                                      B-1
<PAGE>

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 and (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of 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 Regulation S Global
Note, the Regulation S Temporary Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.

3.    / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE 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 other than Rule 144A, Rule 144 or Rule 904, 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 $250,000, 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 IAI
       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.


                                      B-2
<PAGE>

      (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 REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 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.

      (c)   / / 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, Rule
903 or Rule 904 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.

      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-3
<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:

            (i)   / / 144A Global Note (CUSIP 69345DAA8), or

            (ii)  / / Regulation S Global Note (CUSIP U7263RAA2), or

            (iii) / / IAI Global Note (CUSIP 69345DAB6), or

   (b)  / / a Restricted Definitive Note.


2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

   (a)  / / a beneficial interest in the:

            (i)   / / 144A Global Note (CUSIP 69345DAA8), or

            (ii)  / / Regulation S Global Note (CUSIP U7263RAA2), or

            (iii) / / IAI Global Note (CUSIP 69345DAB6), or

            (iv)  / / Unrestricted Global Note (CUSIP ), or

   (b)  / / a Restricted Definitive Note, or

   (c)  / / an Unrestricted Definitive Note,

      in accordance with the terms of the Indenture.




                                      B-4
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

PMD Group Inc.
9911 Brecksville Road
Cleveland, OH 44141
Telecopier No.:  (212) 447-5730
Attention:  Vice President-Legal


Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 902
Middletown, Connecticut  06457
Telecopier No.: (860) 704-6219
Attention: Corporate Trust Services

Re:   11% Senior Subordinated Notes Due 2011


      Reference is hereby made to the Indenture, dated as of February 28, 2001
(the "INDENTURE"), among PMD Group Inc. (the "COMPANY"), as issuer, the
Guarantors listed on the signature pages thereto, and Wells Fargo Bank
Minnesota, National Association, 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.

      (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


                                       C-1
<PAGE>

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 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-2
<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-3
<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM

                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

PMD Group Inc.
9911 Brecksville Road
Cleveland, OH 44141
Telecopier No.:  (212) 447-5730
Attention:  Vice President-Legal


Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 902
Middletown, Connecticut  06457
Telecopier No.: (860) 704-6219
Attention:  Corporate Trust Department

Re:      11% Senior Subordinated Notes due 20011


      Reference is hereby made to the Indenture, dated as of February 28, 2001
(the "INDENTURE"), among PMD Group Inc. (the "COMPANY"), as issuer, the
Guarantors listed on the signature pages thereto, and Wells Fargo Bank
Minnesota, National Association, 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


                                      D-1
<PAGE>

      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 less
      than $250,000, an Opinion of Counsel in form reasonably acceptable to the
      Company 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 February 28, 2001 (the "INDENTURE")
among PMD Group Inc., the Guarantors listed on Schedule I thereto and Wells
Fargo Bank Minnesota, National Association, 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 Note 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 Note
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 Note Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.

                                       [NAME OF GUARANTOR(S)]


                                       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
________, 2001 among __________________ (the "GUARANTEEING SUBSIDIARY"), a
subsidiary of PMD Group Inc. (or its permitted successor), a Delaware
corporation (the "COMPANY"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and Wells Fargo Bank Minnesota, National
Association, 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 February 28, 2001 providing for the
issuance of an aggregate principal amount of up to $275,000,000 of 11% Senior
Subordinated Notes due 2011 (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 "NOTE 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, 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, 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


                                      F-1
<PAGE>

                  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 Note Guarantee shall not be discharged except by complete
      performance of the obligations contained in the Notes and the Indenture,
      and the Guaranteeing Subsidiary accepts all obligations of a Guarantor
      under the Indenture.

      (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 Note 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 Note 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
      Note Guarantee.

      (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,
      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, this new Note Guarantee shall be limited to the maximum
      amount permissible such that the obligations of such Guarantor under this
      Note Guarantee will not constitute a fraudulent transfer or conveyance.


                                      F-2
<PAGE>

      3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

      4. 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 Sections 11.05 and 11.06 of the Indenture, the Person
      formed by or surviving any such consolidation or merger (if other than a
      Guarantor or the Company) 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 Note Guarantee on the terms set forth herein or therein; and

      (ii) immediately after giving effect to such transaction, no Default or
      Event of Default exists.

      (b)   In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note 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 corporation 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 corporation thereupon may cause to be
signed any or all of the Note 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 Note Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of the
Indenture as though all of such Note Guarantees had been issued at the date of
the execution hereof.

      (c)   Except as set forth in Articles 4 and 5 and Section 11.06 of Article
11 of the Indenture, and notwithstanding clauses (a) and (b) 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.

      5.    RELEASES.

      (a)   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, in each case to a
Person that is not (either before or after giving effect to such transaction) a
Restricted Subsidiary of the Company, 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 Note Guarantee; PROVIDED that the Net 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 provisions of the
Indenture, including without limitation Section 4.10 of the Indenture, the
Trustee shall execute any


                                      F-3
<PAGE>

documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Note Guarantee.

      (b)   Any Guarantor not released from its obligations under its Note
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.

      6.    NO RECOURSE AGAINST OTHERS. No past, present or future member,
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 Note
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 Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

      7.    NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      8.    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.

      9.    EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

      10.   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-4
<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:

                                    PMD GROUP INC.

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

                                    WELLS FARGO BANK MINNESOTA, NATIONAL
                                       ASSOCIATION
                                         as Trustee

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



                                      F-5
<PAGE>

                                   SCHEDULE 1

                                 THE GUARANTORS

      The following schedule lists each Guarantor of the Notes as of the date of
the Indenture:

<TABLE>
<CAPTION>

                                                             STATE/COUNTRY OF
GUARANTORS                                                     INCORPORATION
----------                                                     -------------
<S>     <C>                                                      <C>
1.      BFGoodrich China Inc.                                    Delaware
2.      BFGoodrich Diamalt, Inc.                                 Delaware
3.      BFGoodrich FCC, Inc.                                     Delaware
4.      BFGoodrich Hilton Davis Inc.                             Delaware
5.      BFGoodrich Kalama, Inc.                                 Washington
6.      BFGoodrich Textile Chemicals, Inc.                       Delaware
7.      FCC Acquisition Corporation                              Delaware
8.      Goodrich Holding Corp.                                   Delaware
9.      Performance Materials I Inc.                             Delaware
10.     Performance Materials II LLC                             Delaware
11.     PMD Holdings Corp.                                       Illinois
</TABLE>