<PAGE>   1

                                                                    Exhibit 4.1
                               BE AEROSPACE, INC.

                                       TO

                              THE BANK OF NEW YORK

                                     Trustee



                                    Indenture

                           Dated as of April 17, 2001





                                  $300,000,000

                    8 7/8% Senior Subordinated Notes due 2011

                                       and

               8 7/8% Series B Senior Subordinated Notes due 2011
<PAGE>   2
                               BE AEROSPACE, INC.

               Reconciliation and tie between Trust Indenture Act
                of 1939 and Indenture, dated as of April 17, 2001


<TABLE>
<CAPTION>
Trust Indenture                                                        Indenture
  Act Section                                                           Section
<S>                                                                    <C>
 310(a)(1)        ..................................................       607
       (a)(2)     ..................................................       607
       (b)        ..................................................       608
 312(c)           ..................................................       701
 314(a)(4)        ..................................................       1008(a)
       (c)(1)     ..................................................       103
       (c)(2)     ..................................................       103
       (e)        ..................................................       103
 315(b)           ..................................................       601
 316(a)(last
     sentence)    ..................................................       101 ("Outstanding")
     (a)(1)(A)    ..................................................       502, 512
     (a)(1)(B)    ..................................................       513
         (b)      ...................................................      508
         (c)      ..................................................       105(d)
 317(a)(1)        ..................................................       503
         (a)(2)   ..................................................       504
         (b)      ..................................................       1003
 318(a)           ..................................................       112
</TABLE>



Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Indenture.
<PAGE>   3
                                TABLE OF CONTENTS

                                                                         PAGE

PARTIES....................................................................1

RECITALS...................................................................1


ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION                                                   1

SECTION 101.  Definitions..................................................1
               Acquired Indebtedness.......................................2
               Act.........................................................2
               AET.........................................................2
               Affiliate...................................................2
               Agent Bank..................................................2
               Asset Acquisition...........................................2
               Asset Sale..................................................2
               Average Life................................................3
               Bank Credit Agreement.......................................3
               Banks.......................................................3
               Banks.......................................................3
               Board of Directors..........................................3
               Board Resolution............................................3
               Business Day................................................3
               Capital Stock...............................................3
               Capitalized Lease Obligation................................3
               Cash Equivalents............................................4
               Change of Control...........................................4
               Closing Date................................................4
               Commission..................................................4
               Common Stock................................................5
               Company.....................................................5
               Company Request" or "Company Order..........................5
               Consolidated Adjusted Net Income............................5
               Consolidated Fixed Charge Coverage Ratio....................5
               Consolidated Income Tax Expense.............................6
               Consolidated Interest Expense...............................6
               Consolidated Net Worth......................................6
               Consolidated Non-cash Charges...............................6
               Corporate Trust Office......................................6


                                      -i-
<PAGE>   4
               corporation.................................................6
               Default.....................................................6
               Defaulted Interest..........................................7
               Depositary..................................................7
               Designated Senior Indebtedness..............................7
               Disinterested Director......................................7
               Eligible Inventories........................................7
               Eligible Receivables........................................7
               Event of Default............................................7
               Exchange Act................................................7
               Exchange Offer..............................................7
               Exchange Offer Registration Statement.......................7
               Exchange Securities.........................................8
               Fair Market Value...........................................8
               Federal Bankruptcy Code.....................................8
               Fully Traded Common Stock...................................8
               GAAP........................................................8
               guarantee...................................................8
               Guarantee...................................................8
               Guarantor...................................................8
               Holder......................................................9
               Indebtedness................................................9
               Indenture...................................................9
               Initial Securities..........................................9
               Interest Payment Date.......................................9
               Interest Rate Protection Obligations.......................10
               Investment.................................................10
               Lien.......................................................10
               Maturity...................................................10
               Moody's....................................................10
               Net Cash Proceeds..........................................10
               Non-payment Event of Default...............................11
               Officers' Certificate......................................11
               Opinion of Counsel.........................................11
               Outstanding................................................11
               Pari Passu Indebtedness....................................12
               Paying Agent...............................................12
               Payment Event of Default...................................12
               Permitted Indebtedness.....................................12
               Permitted Investments......................................13
               Permitted Liens............................................13
               Permitted Subsidiary Indebtedness..........................14


                                      -ii-
<PAGE>   5
               Person.....................................................15
               Predecessor Security.......................................15
               Preferred Stock............................................15
               QIB........................................................15
               Qualified Capital Stock....................................15
               Redeemable Capital Stock...................................15
               Redemption Date............................................15
               Redemption Price...........................................15
               Registration Rights Agreement..............................15
               Registration Statement.....................................15
               Regular Record Date........................................16
               Responsible Officer........................................16
               Restricted Subsidiary......................................16
               Rule 144A..................................................16
               S&P........................................................16
               Securities.................................................16
               Securities Act.............................................16
               Security Register" and "Security Registrar.................16
               Senior Indebtedness........................................16
               Shelf Registration Statement...............................17
               Significant Subsidiary.....................................17
               Special Record Date........................................17
               Stated Maturity............................................17
               Subordinated Indebtedness..................................17
               Subsidiary.................................................17
               Trust Indenture Act" or "TIA...............................17
               Trustee....................................................17
               Unrestricted Subsidiary....................................18
               Vice President.............................................18
               Voting Stock...............................................18
               wholly-owned...............................................18
               8% Notes...................................................18
               8% Notes Indenture.........................................18
               9 1/2% Notes...............................................18
               9 1/2% Notes Indenture.....................................18
               9 7/8% Notes...............................................18
               9 7/8% Notes Indenture.....................................19
SECTION 102.  Incorporation by Reference of Trust Indenture Act...........19
SECTION 103.  Compliance Certificates and Opinions........................19
SECTION 104.  Form of Documents Delivered to Trustee......................20
SECTION 105.  Acts of Holders.............................................20
SECTION 106.  Notices, Etc., to Trustee, Company..........................21


                                     -iii-
<PAGE>   6
SECTION 107.  Notice to Holders; Waiver...................................22
SECTION 108.  Effect of Headings and Table of Contents....................22
SECTION 109.  Successors and Assigns......................................22
SECTION 110.  Separability Clause.........................................22
SECTION 111.  Benefits of Indenture.......................................22
SECTION 112.  Governing Law...............................................23
SECTION 113.  Legal Holidays..............................................23


ARTICLE TWO SECURITY FORMS                                                24

SECTION 201.  Forms Generally.............................................24
SECTION 202.  Restrictive Legends.........................................24


ARTICLE THREE  THE SECURITIES                                             27

SECTION 301.  Title and Terms.............................................27
SECTION 302.  Denominations...............................................28
SECTION 303.  Execution, Authentication, Delivery and Dating..............28
SECTION 304.  Temporary Securities........................................29
SECTION 305.  Registration, Registration of Transfer and Exchange.........29
SECTION 306.  Book-Entry Provisions for U.S. Global Security..............31
SECTION 307.  Special Transfer Provisions.................................32
SECTION 308.  Mutilated, Destroyed, Lost and Stolen Securities............33
SECTION 309.  Payment of Interest; Interest Rights Preserved..............33
SECTION 310.  Persons Deemed Owners.......................................35
SECTION 311.  Cancellation................................................35
SECTION 312.  Computation of Interest.....................................35


ARTICLE FOUR  SATISFACTION AND DISCHARGE                                  37

SECTION 401.  Satisfaction and Discharge of Indenture.....................37
SECTION 402.  Application of Trust Money..................................38


ARTICLE FIVE  REMEDIES                                                    39

SECTION 501.  Events of Default...........................................39
SECTION 502.  Acceleration of Maturity; Rescission and Annulment..........40
SECTION 503.  Collection of Indebtedness and Suits for Enforcement
                   by Trustee.............................................41
SECTION 504.  Trustee May File Proofs of Claim............................42


                                      -iv-
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SECTION 505.  Trustee May Enforce Claims Without Possession
                  of Securities...........................................43
SECTION 506.  Application of Money Collected..............................43
SECTION 507.  Limitation on Suits.........................................43
SECTION 508.  Unconditional Right of Holders to Receive Principal,
                  Premium and Interest....................................44
SECTION 509.  Restoration of Rights and Remedies..........................44
SECTION 510.  Rights and Remedies Cumulative..............................45
SECTION 511.  Delay or Omission Not Waiver................................45
SECTION 512.  Control by Holders..........................................45
SECTION 513.  Waiver of Past Defaults.....................................45
SECTION 514.  Waiver of Stay or Extension Laws............................46


ARTICLE SIX THE TRUSTEE                                                   47

SECTION 601.  Notice of Defaults..........................................47
SECTION 602.  Certain Rights of Trustee...................................47
SECTION 603.  Trustee Not Responsible for Recitals or
                  Issuance of Securities..................................49
SECTION 604.  May Hold Securities.........................................49
SECTION 605.  Money Held in Trust.........................................49
SECTION 606.  Compensation and Reimbursement..............................49
SECTION 607.  Corporate Trustee Required; Eligibility.....................50
SECTION 608.  Resignation and Removal; Appointment of Successor...........50
SECTION 609.  Acceptance of Appointment by Successor......................52
SECTION 610.  Merger, Conversion, Consolidation or Succession
                  to Business.............................................52
SECTION 603.  Trustee Not Responsible for Recitals or Issuance
                  of Securities...........................................52
 .

ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE                      54

SECTION 701.  Disclosure of Names and Addresses of Holders................54
SECTION 702.  Reports by Trustee..........................................54


ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE        55

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms........55
SECTION 802.  Successor Substituted.......................................56
SECTION 803.  Securities to Be Secured in Certain Events..................56


                                      -v-
<PAGE>   8
ARTICLE NINE  SUPPLEMENTAL INDENTURES                                     57

SECTION 901.  Supplemental Indentures Without Consent of Holders..........57
SECTION 902.  Supplemental Indentures with Consent of Holders.............57
SECTION 903.  Execution of Supplemental Indentures........................58
SECTION 904.  Effect of Supplemental Indentures...........................58
SECTION 905.  Conformity with Trust Indenture Act.........................59
SECTION 906.  Reference in Securities to Supplemental Indentures..........59
SECTION 907.  Notice of Supplemental Indentures...........................59
SECTION 908.  Effect on Senior Indebtedness...............................59


ARTICLE TEN COVENANTS                                                     60

SECTION 1001.  Payment of Principal, Premium, If Any, and Interest........60
SECTION 1002.  Maintenance of Office or Agency............................60
SECTION 1003.  Money for Security Payments to Be Held in Trust............60
SECTION 1004.  Corporate Existence........................................62
SECTION 1005.  Payment of Taxes and Other Claims..........................62
SECTION 1006.  Maintenance of Properties..................................62
SECTION 1007.  Insurance   62
SECTION 1008.  Statement by Officers as to Default........................62
SECTION 1009.  Provision of Financial Statements..........................63
SECTION 1010.  Limitation on Indebtedness.................................63
SECTION 1011.  Limitation on Restricted Payments..........................64
SECTION 1012.  Limitation on Issuances and Sales of Restricted
                  Subsidiary Stock........................................67
SECTION 1013.  Limitation on Transactions with Affiliates.................67
SECTION 1014.  Limitation on Liens Securing Pari Passu Indebtedness or
                  Subordinated Indebtedness...............................68
SECTION 1015.  Change of Control..........................................68
SECTION 1016.  Limitation on Disposition of Proceeds of Asset Sales.......69
SECTION 1017.  Limitation on Guarantees of Indebtedness by Restricted
                  Subsidiaries............................................71
SECTION 1018.  Limitation on Dividends and Other Payment Restrictions
                  Affecting Restricted Subsidiaries.......................71
SECTION 1019.  Limitation on Other Senior Subordinated Indebtedness.......72
SECTION 1020.  Waiver of Certain Covenants................................72


ARTICLE ELEVEN REDEMPTION OF SECURITIES                                   73

SECTION 1101.  Right of Redemption........................................73
SECTION 1102.  Applicability of Article...................................73


                                      -vi-
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SECTION 1103.  Election to Redeem; Notice to Trustee......................73
SECTION 1104.  Selection by Trustee of Securities to Be Redeemed..........73
SECTION 1105.  Notice of Redemption.......................................74
SECTION 1106.  Deposit of Redemption Price................................74
SECTION 1107.  Securities Payable on Redemption Date......................75
SECTION 1108.  Securities Redeemed in Part................................75


ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE                         76

SECTION 1201.  Company's Option to Effect Defeasance or
                  Covenant Defeasance.....................................76
SECTION 1202.  Defeasance and Discharge...................................76
SECTION 1203.  Covenant Defeasance........................................76
SECTION 1204.  Conditions to Defeasance or Covenant Defeasance............77
SECTION 1205.  Deposited Money and U.S. Government Obligations to
                  Be Held in Trust; Other Miscellaneous Provisions........78
SECTION 1206.  Reinstatement..............................................79


ARTICLE THIRTEEN SUBORDINATION OF SECURITIES                              80

SECTION 1301.  Securities Subordinate to Senior Indebtedness..............80
SECTION 1302.  Payment Over of Proceeds upon Dissolution, Etc.............80
SECTION 1303.  Suspension of Payment When Senior Indebtedness in Default..81
SECTION 1304.  Payment Permitted If No Default............................82
SECTION 1305.  Subrogation to Rights of Holders of Senior Indebtedness....82
SECTION 1306.  Provisions Solely to Define Relative Rights................83
SECTION 1307.  Trustee to Effectuate Subordination........................83
SECTION 1308.  No Waiver of Subordination Provisions......................83
SECTION 1309.  Notice to Trustee..........................................84
SECTION 1310.  Reliance on Judicial Order or Certificate of
                  Liquidating Agent.......................................85
SECTION 1311.  Rights of Trustee As a Holder of Senior Indebtedness;
                  Preservation of Trustee's Rights........................85
SECTION 1312.  Article Applicable to Paying Agents........................85
SECTION 1313.  No Suspension of Remedies..................................85
SECTION 1314.  Trust Moneys Not Subordinated..............................85

TESTIMONIUM...............................................................85

SIGNATURES................................................................85


                                     -vii-
<PAGE>   10
                                    EXHIBITS

Exhibit A                  Form of Security





                                     -viii-
<PAGE>   11
         INDENTURE, dated as of April 17, 2001 between BE AEROSPACE, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 1400 Corporate
Center Way, Wellington, Florida 33414, and THE BANK OF NEW YORK, a New York
banking corporation formed under the laws of the State of New York, as Trustee
(herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of 8 7/8%
Senior Subordinated Notes due 2011 (herein called the "Initial Securities"), and
8 7/8% Series B Senior Subordinated Notes due 2011 (the "Exchange Securities"
and, together with the Initial Securities, the "Securities") of substantially
the tenor and amount hereinafter set forth, and to provide therefor the Company
has duly authorized the execution and delivery of this Indenture.

         Upon the issuance of the Exchange Securities, if any, or the
effectiveness of the Shelf Registration Statement (as defined herein), this
Indenture will be subject to the provisions of the Trust Indenture Act of 1939,
as amended, that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS

                             OF GENERAL APPLICATION

         SECTION 101. Definitions.


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

                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;
<PAGE>   12
                  (b) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein, and the terms "cash transaction" and
         "self-liquidating paper", as used in TIA Section 311, shall have the
         meanings assigned to them in the rules of the Commission adopted under
         the Trust Indenture Act;

                  (c) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with GAAP; and

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

         Certain terms, used principally in Articles Two, Ten and Twelve, are
defined in those Articles.

         "Acquired Indebtedness" means Indebtedness of a Person (a) assumed in
connection with an Asset Acquisition from such Person or (b) existing at the
time such Person becomes a subsidiary of any other Person (other than any
Indebtedness incurred in connection with, or in contemplation of, such Asset
Acquisition or such Person becoming such a subsidiary).

         "Act", when used with respect to any Holder, has the meaning specified
in Section 105.

         "AET" means Applied Extrusion Technologies, Inc., a Delaware
corporation.

         "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person and, in the case of the
Company and its Restricted Subsidiaries, also means AET and The K.A.D.
Companies, Inc.

         "Agent Bank" means The Chase Manhattan Bank, a New York banking
corporation, as Administrative Agent under the Bank Credit Agreement, and any
future agent under the Bank Credit Agreement.

         "Asset Acquisition" means (a) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any Restricted
Subsidiary of the Company shall be merged with or into the Company or any
Restricted Subsidiary of the Company or (b) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person which
constitute all or substantially all of the assets of such Person or any division
or line of business of such Person.

         "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition to any Person other than the Company or a wholly-owned
Restricted Subsidiary of the Company, in one or a series of related
transactions, of (a) any Capital Stock of any Restricted Subsidiary of the
Company held by the Company or any Restricted Subsidiary; (b) all or
substantially all of the


                                      -2-
<PAGE>   13
properties and assets of any division or line of business of the Company or any
Restricted Subsidiary of the Company; or (c) any other properties or assets of
the Company or any Restricted Subsidiary other than in the ordinary course of
business. For the purposes of this definition, the term "Asset Sale" shall not
include any sale, issuance, conveyance, transfer, lease or other disposition of
properties or assets (i) that is governed by the provisions of Article Eight of
this Indenture, (ii) to an Unrestricted Subsidiary, if permitted under Section
1011 of this Indenture or (iii) having a Fair Market Value of less than
$250,000.

         "Average Life" means, with respect to any Indebtedness, as at any date
of determination, the quotient obtained by dividing (a) the sum of the products
of (i) the number of years from such date to the date or dates of each
successive scheduled principal payment (including, without limitation, any
sinking fund requirements) of such Indebtedness multiplied by (ii) the amount of
each such principal payment by (b) the sum of all such principal payments.

         "Bank Credit Agreement" means the Credit Agreement dated as of October
29, 1993, amended and restated as of August 7, 1998 and as further amended as of
December 4, 1998 and December 21, 1999 between the Company and the Banks as in
effect on the date hereof and as such Agreement may be amended, restated,
supplemented, replaced, refinanced, substituted or otherwise modified from time
to time.

         "Banks" means the banks and other financial institutions from time to
time that are lenders under the Bank Credit Agreement.

         "BEAH (UK)" means BE Aerospace Holdings (UK) Limited, an English
corporation.

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

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

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
or the city in which the principal corporate trust office of the Trustee is
located are authorized or obligated by law or executive order to close.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents (however designated)
of such Person's capital stock, and any rights (other than debt securities
convertible into capital stock), warrants or options exchangeable for or
convertible into such capital stock.

         "Capitalized Lease Obligation" means any obligation under a lease of
(or other agreement conveying the right to use) any property (whether real,
personal or mixed) that is required to be classified and accounted for as a
capital lease obligation under GAAP, and, for the purpose of


                                      -3-
<PAGE>   14
this Indenture, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.

         "Cash Equivalents" means (i) any evidence of Indebtedness with a
maturity of 180 days or less issued or directly and fully guaranteed or insured
by the United States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States of America is
pledged in support thereof); (ii) certificates of deposit or acceptances with a
maturity of 180 days or less of any financial institution that is a member of
the Federal Reserve System having combined capital and surplus and undivided
profits of not less than $500,000,000; and (iii) commercial paper with a
maturity of 180 days or less issued by a corporation that is not an Affiliate of
the Company and is organized under the laws of any state of the United States or
the District of Columbia and rated at least A-1 by S&P or at least P-1 by
Moody's.

         "Change of Control" means the occurrence of any of the following
events: (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have "beneficial ownership" of all securities that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 40% of the total
Voting Stock of the Company; (b) the Company consolidates with, or merges with
or into, another Person or sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of its assets to any Person, or
any Person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which the outstanding Voting Stock of the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction where (i) the outstanding Voting Stock of the
Company is converted into or exchanged for (1) Voting Stock (other than
Redeemable Capital Stock) of the surviving or transferee corporation or (2)
cash, securities and other property in an amount that could be paid by the
Company as a Restricted Payment under this Indenture and (ii) immediately after
such transaction no "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act) is the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have "beneficial ownership" of all securities that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 40% of the total
Voting Stock of the surviving or transferee corporation; (c) during any
consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of 66-2/3% of
the directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office; or (d) any final order, judgment or
decree of a court of competent jurisdiction shall be entered against the Company
decreeing the dissolution or liquidation of the Company.

         "Closing Date" means April 17, 2001.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the execution


                                      -4-
<PAGE>   15
of this Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

         "Common Stock" means, with respect to any Person, any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of, such Person's common stock, whether
outstanding at the Closing Date or issued after the Closing Date, and includes,
without limitation, all series and classes of such common stock.

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

         "Company Request" or "Company Order" means a written request or order
in sufficient form and detail satisfactory to the Trustee signed in the name of
the Company by its Chairman, Chief Executive Officer, its President, any Vice
President, its Chief Financial Officer, its Treasurer or an Assistant Treasurer,
and delivered to the Trustee.

         "Consolidated Adjusted Net Income" means, for any period, the
consolidated net income (or loss) of the Company and its Restricted Subsidiaries
for such period as determined in accordance with GAAP, adjusted by excluding (a)
net after-tax extraordinary gains or losses (less all fees and expenses relating
thereto), (b) net after-tax gains or losses (less all fees and expenses relating
thereto) attributable to asset dispositions, (c) the net income (or net loss) of
any Person (other than the Company or a Restricted Subsidiary), including
Unrestricted Subsidiaries, in which the Company or any of its Restricted
Subsidiaries has an ownership interest, except to the extent of the amount of
dividends or other distributions actually paid to the Company or its Restricted
Subsidiaries in cash by such other Person during such period, (d) net income (or
net loss) of any Person combined with the Company or any of its Restricted
Subsidiaries on a "pooling of interests" basis attributable to any period prior
to the date of combination, and (e) the net income of any Restricted Subsidiary
to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that net income is not at the
date of determination permitted, 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 or its stockholders.

         "Consolidated Fixed Charge Coverage Ratio" of any Person means, for any
period, the ratio of (a) the sum of Consolidated Adjusted Net Income,
Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated
Non-cash Charges, in each case, for such period, of such Person and its
subsidiaries on a consolidated basis, all determined in accordance with GAAP, to
(b) the sum of such Consolidated Interest Expense for such period; provided that
(i) in making such computation, the Consolidated Interest Expense of such Person
attributable to interest on any Indebtedness computed on a pro forma basis and
bearing a floating interest rate shall be computed as if the rate in effect on
the date of computation had been the applicable rate for the entire period, (ii)
in making such computation, the Consolidated Interest Expense of such Person
attributable to interest on any Indebtedness under a revolving credit facility
computed on a pro forma basis shall be computed based upon the average daily
balance of such Indebtedness during the applicable period, and (iii)
notwithstanding clauses (i) and (ii) above, interest on Indebtedness determined
on a fluctuating basis, to the extent such interest is covered by agreements
relating to


                                      -5-
<PAGE>   16
Interest Rate Protection Obligations, shall be deemed to have accrued at the
rate per annum resulting after giving effect to the operation of such
agreements. If such Person or any of its subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the above clause shall give effect to
the incurrence of such guaranteed Indebtedness as if such Person or such
subsidiary had directly incurred or otherwise assumed such guaranteed
Indebtedness.

         "Consolidated Income Tax Expense" means, with respect to any Person for
any period, the provision for federal, state, local and foreign income taxes of
such Person and its Restricted Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, without duplication, the sum of (i) the interest expense of such
Person and its Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP, including, without limitation, (a) any
amortization of debt discount, (b) the net cost under Interest Rate Protection
Obligations (including any amortization of discounts), (c) the interest portion
of any deferred payment obligation, (d) all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing and (e) all accrued interest, (ii) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by such Person and its Subsidiaries during such period as determined on
a consolidated basis in accordance with GAAP and (iii) the aggregate dividends
paid or accrued on Preferred Stock of such Person or its Subsidiaries, to the
extent such Preferred Stock is owned by Persons other than such Person and its
Subsidiaries.

         "Consolidated Net Tangible Assets" of any Person means, as of any date,
(a) all amounts that would be shown on the latest consolidated balance sheet of
such Person and its Subsidiaries prepared in accordance with GAAP, at the date
of determination less (b) the amount thereof constituting goodwill and other
intangible assets as calculated in accordance with GAAP.

         "Consolidated Net Worth" means, with respect to any Person at any date,
the consolidated stockholders' equity of such Person less the amount of such
stockholders' equity attributable to Redeemable Capital Stock or treasury stock
of such Person and its Subsidiaries, as determined in accordance with GAAP.

         "Consolidated Non-cash Charges" means, with respect to any Person for
any period, the aggregate depreciation, amortization and other non-cash expenses
of such Person and its Subsidiaries reducing Consolidated Adjusted Net Income of
such Person and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP.

         "Corporate Trust Office" means the principal corporate trust office of
the Trustee, at which at any particular time its corporate trust business shall
be administered, which office at the date of execution of this Indenture is
located at 101 Barclay Street, New York, New York 10286.

         "corporation" includes corporations, associations, companies and
business trusts.

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


                                      -6-
<PAGE>   17
         "Defaulted Interest" has the meaning specified in Section 309.

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

         "Designated Senior Indebtedness" means (i) all Senior Indebtedness
under the Bank Credit Agreement and (ii) any other Senior Indebtedness which, at
the time of determination, has an aggregate principal amount outstanding of at
least $17,000,000 and is specifically designated in the instrument evidencing
such Senior Indebtedness as "Designated Senior Indebtedness" by the Company.

         "Disinterested Director" means, with respect to any transaction or
series of transactions in respect of which the Board of Directors is required to
deliver a resolution of the Board of Directors under this Indenture, a member of
the Board of Directors who does not have any material direct or indirect
financial interest in or with respect to such transaction or series of
transactions.

         "Eligible Inventories" as of any date means the consolidated
inventories of the Company and its Restricted Subsidiaries (net of any reserve)
on the basis of the method of accounting (either last in/first out or first
in/first out) used by the Company in the preparation of its financial statements
included in the latest Form 10-K filed by the Company under the Securities Act,
as shown on a consolidated balance sheet of the Company and its Restricted
Subsidiaries, all in accordance with GAAP.

         "Eligible Receivables" as of any date means the consolidated accounts
receivables (net of any reserve) of the Company and its Restricted Subsidiaries
that are not more than 60 days past their due date and that were entered into on
normal payment terms as shown on a consolidated balance sheet of the Company and
its Restricted Subsidiaries, all in accordance with GAAP.

         "Equity Offering" means any public or private sale of common stock of
the Company, other than (i) any public offerings with respect to the Company's
Common Stock registered on Form S-8 or Form S-4 and (ii) any private placement
occurring in connection with or after the occurrence of a Change of Control when
the Company's Common Stock is eligible for delisting from a national securities
exchange or automated quotation dealer system on which such Common Stock was
trading or quoted prior to such Change of Control.

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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations thereunder.

         "Exchange Offer" means the exchange offer that may be effected pursuant
to the Registration Rights Agreement.

         "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.


                                      -7-
<PAGE>   18
         "Exchange Securities" has the meaning stated in the first recital of
this Indenture and refers to any Exchange Securities containing terms
substantially identical to the Initial Securities (except that such Exchange
Securities shall not contain terms with respect to transfer restrictions) that
are issued and exchanged for the Initial Securities pursuant to the Registration
Right Agreement and this Indenture.

         "Fair Market Value" means, with respect to any asset, the price which
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of which is under pressure
or compulsion to complete the transaction.

         "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of the
United States Code, as amended from time to time.

         "Fully Traded Common Stock" means Common Stock issued by any
corporation if (A) such Common Stock is listed on The New York Stock Exchange,
The American Stock Exchange or The London Stock Exchange or is included for
trading privileges in the National Market System of the National Association of
Securities Dealers Automated Quotation System; provided that such Common Stock
is freely tradeable under the Securities Act (or, in the case of The London
Stock Exchange, any applicable law, rule or regulation) upon issuance; and (B)
such Common Stock does not constitute more than 15% of the issued and
outstanding Common Stock of such corporation held by Persons other than 10%
holders of such Common Stock and Affiliates and insiders of such corporation.

         "GAAP" means generally accepted accounting principles, consistently
applied, that are set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States of America, which are
applicable as of the Closing Date.

         "guarantee" means, as applied to any obligation, (i) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

         "Guarantee" means any guarantee of any Indebtedness of the Company
incurred by any Restricted Subsidiary pursuant to (1) paragraph (a) of Section
1017, (2) clause (v) of Section 1018, (3) clause (y) of paragraph (b) of Section
1010. When used as a verb, "Guarantee" shall have a corresponding meaning.

         "Guarantor" means any Restricted Subsidiary which incurs a Guarantee.


                                      -8-
<PAGE>   19
         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Indebtedness" means, with respect to any Person, without duplication,
(a) all liabilities of such Person for borrowed money or for the deferred
purchase price of property or services, excluding any trade payables and other
accrued current liabilities incurred in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit, bankers' acceptance or other
similar credit transaction and in connection with any agreement to purchase,
redeem, exchange, convert or otherwise acquire for value any Capital Stock of
such Person, or any warrants, rights or options to acquire such Capital Stock,
now or hereafter outstanding, if, and to the extent, any of the foregoing would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP, (b) all obligations of such Person evidenced by bonds, notes,
debentures or other similar instruments, if, and to the extent, any of the
foregoing would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, (c) all indebtedness of such Person created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even if the rights and remedies of
the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), but excluding trade accounts payable
arising in the ordinary course of business, (d) all Capitalized Lease
Obligations of such Person, (e) all Indebtedness referred to in the preceding
clauses of other Persons and all dividends of other Persons, the payment of
which is secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien upon
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness (the amount of such obligation being deemed to be
the lesser of the value of such property or asset or the amount of the
obligation so secured), (f) all guarantees by such Person of Indebtedness
referred to in this definition, (g) all Redeemable Capital Stock of such Person
valued at the greater of its voluntary or involuntary maximum fixed repurchase
price plus accrued dividends, (h) all obligations of such Person under or in
respect of currency exchange contracts and Interest Rate Protection Obligations
and (i) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of such Person of the types referred to in clauses
(a) through (h) above. For purposes hereof, the "maximum fixed repurchase price"
of any Redeemable Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Redeemable Capital
Stock as if such Redeemable Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Redeemable Capital Stock, such fair market value shall be determined in good
faith by the board of directors of the issuer of such Redeemable Capital Stock.

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

         "Initial Securities" has the meaning stated in the first recital of
this Indenture.

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


                                      -9-
<PAGE>   20
         "Interest Rate Protection Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include without limitation, interest rate swaps, caps,
floors, collars and similar agreements.

         "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition by
such Person of any Capital Stock, bonds, notes, debentures or other securities
or evidences of Indebtedness issued by, any other Person. In addition, the Fair
Market Value of the net assets of any Restricted Subsidiary of the Company at
the time that such Restricted Subsidiary is designated an Unrestricted
Subsidiary shall be deemed to be an "Investment" made by the Company in such
Unrestricted Subsidiary at such time. "Investments" shall exclude extensions of
trade credit on commercially reasonable terms in accordance with normal trade
practices.

         "Lien" means any mortgage, charge, pledge, lien (statutory or other),
security interest, hypothecation, assignment for security, claim, or preference
or priority or other encumbrance upon or with respect to any property of any
kind. A Person shall be deemed to own subject to a Lien any property which such
Person has acquired or holds subject to the interest of a vendor or lessor under
any conditional sale agreement, capital lease or other title retention
agreement.

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

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

         "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds
thereof in the form of cash or Cash Equivalents including payments in respect of
deferred payment obligations when received in the form of cash or Cash
Equivalents (except to the extent that such obligations are financed or sold
with recourse to the Company or any Restricted Subsidiary of the Company), net
of (i) brokerage commissions and other fees and expenses (including fees and
expenses of legal counsel and investment banks) related to such Asset Sale, (ii)
provisions for all taxes payable as a result of such Asset Sale, (iii) amounts
required to be paid to any Person (other than the Company or any Restricted
Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale
and (iv) appropriate amounts to be provided by the Company or any Restricted
Subsidiary, as the case may be, as a reserve required in accordance with GAAP
consistently applied against any liabilities associated with such Asset Sale and
retained by the Company or any Restricted Subsidiary, as the case may be, after
such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an Officers' Certificate delivered to the
Trustee.


                                      -10-
<PAGE>   21
         "Non-payment Event of Default" means any event (other than a Payment
Event of Default) the occurrence of which entitles one or more Persons to
accelerate the maturity of any Designated Senior Indebtedness.

         "Officers' Certificate" means a certificate signed by the Chairman, the
Chief Executive Officer, the President, a Vice President or the Chief Financial
Officer, and by the Treasurer, the Chief Financial Officer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel in form and
substance reasonably satisfactory to the Trustee, who may be counsel for the
Company, including an employee of the Company, and who shall be acceptable to
the Trustee.

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

                  (i) Securities theretofore cancelled pursuant to a Company
         Order by the Trustee or delivered to the Trustee for cancellation;

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

                  (iii) Securities, except to the extent provided in Sections
         1202 and 1203, with respect to which the Company has effected
         defeasance and/or covenant defeasance as provided in Article Twelve;
         and

                  (iv) Securities which have been paid pursuant to Section 308
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented and
         delivered to the Trustee proof satisfactory to it in its sole
         discretion that such Securities are held by a bona fide purchaser in
         whose hands the Securities are valid obligations of the Company;

provided, however, that, in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the


                                      -11-
<PAGE>   22
Trustee actually knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or such other obligor.

         "Pari Passu Indebtedness" means Indebtedness of the Company which is
pari passu with the Securities.

         "Paying Agent" means any Person (including the Company acting as Paying
Agent) authorized by the Company to pay the principal of (and premium, if any,
on) or interest on any Securities on behalf of the Company.

         "Payment Event of Default" means any default in the payment of
Designated Senior Indebtedness.

         "Permitted Indebtedness" means any of the following:

                  (i) Indebtedness of the Company in an aggregate principal
         amount at any one time outstanding not to exceed the greater of (i)
         $200,000,000 and (ii) the sum of 80% of the aggregate amount of
         Eligible Receivables and 50% of the aggregate amount of Eligible
         Inventory, measured as of the most recent fiscal quarter preceding the
         time such Indebtedness is incurred;

                  (ii) Indebtedness of the Company under the Securities;

                  (iii) Indebtedness of the Company outstanding on the date of
         this Indenture (other than Indebtedness incurred pursuant to clause (i)
         of this definition); provided that the Indebtedness evidenced by the 9
         7/8% Notes and by the Bank Credit Agreement shall not be considered to
         be outstanding on the date of this Indenture for purposes of clause
         (vii) of this definition;

                  (iv) obligations of the Company pursuant to Interest Rate
         Protection Obligations, which obligations do not exceed the aggregate
         principal amount of the Indebtedness covered by such Interest Rate
         Protection Obligations and obligations under currency exchange
         contracts entered into in the ordinary course of business;

                  (v) Indebtedness of the Company to any wholly owned Restricted
         Subsidiaries;

                  (vi) Indebtedness of the Company consisting of guarantees,
         indemnities or obligations in respect of purchase price adjustments in
         connection with the acquisition or disposition of assets, including,
         without limitation, shares of Capital Stock of Restricted Subsidiaries;

                  (vii) any renewals, extensions, substitutions, refinancings or
         replacements (each, for purposes of this clause, a "refinancing") by
         the Company of any Indebtedness of the Company


                                      -12-
<PAGE>   23
         incurred pursuant to Section 1010 or clauses (ii) and (iii) of this
         definition, including any successive refinancings by the Company, so
         long as (A) any such new Indebtedness shall be in a principal amount
         that does not exceed the principal amount (or, if such Indebtedness
         being refinanced provides for an amount less than the principal amount
         thereof to be due and payable upon a declaration of acceleration
         thereof, such lesser amount as of the date of determination) so
         refinanced plus the amount of any premium required to be paid in
         connection with such refinancing pursuant to the terms of the
         Indebtedness refinanced or the amount of any premium reasonably
         determined by the Company as necessary to accomplish such refinancing,
         plus the amount of expenses of the Company incurred in connection with
         such refinancing, (B) in the case of any refinancing of Pari Passu
         Indebtedness or Subordinated Indebtedness, such new Indebtedness is
         made pari passu with or subordinate to the Securities at least to the
         same extent as the Indebtedness being refinanced and (C) such new
         Indebtedness has an Average Life longer than the Average Life of the
         Securities and a final Stated Maturity later than the final Stated
         Maturity of the Securities; and

                  (viii) Indebtedness in an aggregate principal amount not in
         excess of $50 million at any one time outstanding, less the amount of
         Permitted Subsidiary Indebtedness then outstanding pursuant to clause
         (vii) of the definition thereof.

         "Permitted Investments" means any of the following: (i) Investments in
Cash Equivalents; (ii) Investments in the Company or wholly-owned Restricted
Subsidiaries; (iii) Investments in an amount not to exceed $15 million at any
one time outstanding; (iv) Investments by the Company or any Restricted
Subsidiary of the Company in another Person, if as a result of such Investment
(A) such other Person becomes a wholly-owned Restricted Subsidiary or (B) such
other Person is merged or consolidated with or into, or transfers or conveys all
or substantially all of its assets to, the Company or a wholly-owned Restricted
Subsidiary; or (v) Investments from the date of the Indenture in a Restricted
Subsidiary that is less than wholly-owned in an aggregate amount measured at the
time of Investment (less payments of interest on Indebtedness, dividends,
repayments of loans or advances, or other transfers of assets, in each case to
the Company or any Restricted Subsidiary, to the extent not included in clause
(D) of the last paragraph of subsection (a) of Section 1011) not to exceed 5% of
Consolidated Net Tangible Assets of the Company. In connection with any assets
or property contributed or transferred to any Person as an Investment, such
property and assets shall be equal to the Fair Market Value (as determined by
the Company's Board of Directors) at the time of Investment.

         "Permitted Liens" means the following types of Liens:

                  (i) Liens on any property or assets of a Restricted Subsidiary
         granted in favor of the Company or any Restricted Subsidiary;

                  (ii) Liens securing the Securities;

                  (iii) Liens securing the Guarantees;

                  (iv) Liens securing Acquired Indebtedness created prior to
         (and not in connection with or in contemplation of) the incurrence of
         such Indebtedness by the Company or any


                                      -13-
<PAGE>   24
         Restricted Subsidiary; provided that any such Lien does not extend to
         any property or assets of the Company or any Restricted Subsidiary
         other than the assets acquired in connection with the incurrence of
         such Acquired Indebtedness; and

                  (v) any extension, renewal or replacement, in whole or in
         part, of any Lien described in the foregoing clauses (i) through (iv);
         provided that any such extension, renewal or replacement shall be no
         more restrictive in any material respect than the Lien so extended,
         renewed or replaced and shall not extend to any additional property or
         assets.

         "Permitted Subsidiary Indebtedness" means any of the following:

         (i) Indebtedness of any Restricted Subsidiary outstanding on the date
of this Indenture;

         (ii) obligations of any Restricted Subsidiary pursuant to Interest Rate
Protection Obligations, which obligations do not exceed the aggregate principal
amount of the Indebtedness covered by such Interest Rate Protection Obligations;

         (iii) Indebtedness of any Restricted Subsidiary to any wholly-owned
Restricted Subsidiary of the Company or to the Company;

         (iv) Indebtedness of any Restricted Subsidiary consisting of
guaranties, indemnities or obligations in respect of purchase price adjustments
in connection with the acquisition or disposition of assets, including, without
limitation, shares of Capital Stock of Restricted Subsidiaries;

         (v) Any renewals, extensions, substitutions, refinancings or
replacements (each, for purposes of this clause, a "refinancing") by any
Restricted Subsidiary of any Indebtedness of such Restricted Subsidiary incurred
pursuant to clause (i) of this definition, including any successive refinancings
by such Restricted Subsidiary, so long as any such new Indebtedness shall be in
a principal amount that does not exceed the principal amount (or, if such
Indebtedness being refinanced provides for an amount less than the principal
amount thereof to be due and payable upon a declaration of acceleration thereof,
such lesser amount as of the date of determination) so refinanced plus the
amount of any premium required to be paid in connection with such refinancing
pursuant to the terms of the Indebtedness refinanced or the amount of any
premium reasonably determined by such Restricted Subsidiary as necessary to
accomplish such refinancing, plus the amount of expenses of such Restricted
Subsidiary incurred in connection with such refinancing and such new
Indebtedness has an Average Life longer than the Average Life of the Securities
and a final Stated Maturity later than the final Stated Maturity of the
Securities;

         (vi) Indebtedness (as defined in clauses (e) and (f) of the definition
of Indebtedness) to the Holders incurred pursuant to provisions of this
Indenture;


                                      -14-
<PAGE>   25
         (vii) Indebtedness in an amount not to exceed $50 million at any one
time outstanding, less the amount of Permitted Indebtedness then outstanding
pursuant to clause (viii) of the definition thereof; and

         (viii) Guarantees of Indebtedness of the Company permitted under
Section 1017.

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

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 308 in exchange for a mutilated
security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.

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

         "QIB" means a "Qualified Institutional Buyer" under Rule 144A.

         "Qualified Capital Stock" of any person means any and all Capital Stock
of such person other than Redeemable Capital Stock.

         "Redeemable Capital Stock" means any class or series of Capital Stock
that, either by its terms, by the terms of any security into which it is
convertible or exchangeable or by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the final Stated Maturity of the Securities or is redeemable at the option of
the holder thereof at any time prior to such final Stated Maturity, or is
convertible into or exchangeable for debt securities at any time prior to such
final Stated Maturity.

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

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

         "Registration Rights Agreement" means the Registration Rights Agreement
between the Company and the Initial Purchasers named therein, dated as of April
17, 2001, relating to the Securities.

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


                                      -15-
<PAGE>   26
         "Regular Record Date" for the interest payable on any Interest Payment
Date means the 15th of April or October (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

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

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

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

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

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture. For all purposes of this Indenture, the term "Securities"
shall include any Exchange Securities to be issued and exchanged for any
Securities pursuant to the Registration Rights Agreement and this Indenture and,
for purposes of this Indenture, all Initial Securities and Exchange Securities
shall vote together as one series of Securities under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, and the rules and regulations thereunder.

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

         "Senior Indebtedness" means the principal of (and premium, if any, on)
and interest on (including interest accruing after the filing of a petition by
or against the Company under any bankruptcy law) and all other amounts due on or
in connection with any Indebtedness of the Company, whether outstanding on the
date of this Indenture or hereafter created, incurred or assumed, unless, in the
case of any particular Indebtedness, the instrument creating or evidencing the
same or pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities. Without
limiting the generality of the foregoing, "Senior Indebtedness" shall include
the principal of (and premium, if any, on) and interest (including interest
accruing after the occurrence of an event of default or after the filing of a
petition by or against the Company under any bankruptcy law) on all
Indebtedness, and all other amounts and obligations of every nature of the
Company from time to time owed, under the Bank Credit Agreement. Notwithstanding
the foregoing, "Senior Indebtedness" shall not include (A) Indebtedness
evidenced by the Securities, the 9 1/2% Notes, the 8% Notes and the 9 7/8%
Notes, (B) Indebtedness of the Company that is expressly subordinated in right
of payment to any Indebtedness of the Company,


                                      -16-
<PAGE>   27
(C) Indebtedness of the Company that by operation of law is subordinate to any
general unsecured obligations of the Company, (D) that portion of any
Indebtedness of the Company that at the time of incurrence thereof is incurred
in violation of any covenant of this Indenture, (E) any liability for federal,
state or local taxes or other taxes, owed or owing by the Company, (F) trade
accounts payable owed or owing by the Company, (G) Indebtedness of the Company
to any Subsidiary or any other Affiliate of the Company, (H) Redeemable Capital
Stock of the Company and (I) Indebtedness which when incurred and without
respect to any election under Section 1111(b) of Title 11 of the United States
Code is without recourse to the Company or any Subsidiary of the Company.

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

         "Significant Subsidiary" of the Company means any Restricted Subsidiary
of the Company that is a "significant subsidiary" as defined in Rule 1.02(v) of
Regulation S-X under the Securities Act, and in any event shall include any
Guarantor.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 309.

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

         "Subordinated Indebtedness" means Indebtedness of the Company which is
expressly subordinated in right of payment to the Securities.

         "Subsidiary" means, with respect to any Person, (i) a corporation a
majority of whose Voting Stock is at the time, directly or indirectly, owned by
such Person, by one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation), including, without limitation, a joint venture, in which such
Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other Person performing
similar functions). Unless specifically provided to the contrary herein,
Unrestricted Subsidiaries shall not be included in the definition of
Subsidiaries for any purpose of this Indenture (other than for the purposes of
the definition of "Unrestricted Subsidiary" herein).

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

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


                                      -17-
<PAGE>   28
         "Unrestricted Subsidiary" means (1) any Subsidiary of the Company which
at the time of determination shall be an Unrestricted Subsidiary (as designated
by the Board of Directors of the Company, as provided below) and (2) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company
may designate any Subsidiary of the Company (including any newly acquired or
newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary
owns any Capital Stock of, or owns, or holds any Lien on, any property of the
Company or any other Subsidiary of the Company which is not a Subsidiary of the
Subsidiary to be so designated; provided that either (x) the Subsidiary to be
designated has total assets of $1,000 or less at the time of its designation or
(y) immediately after giving effect to such designation, the Company could incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to
Section 1010. The Board of Directors may designate any Unrestricted Subsidiary
to be a Subsidiary; provided that immediately after giving effect to such
designation, the Company could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) pursuant to Section 1010.

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

         "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).

         "wholly-owned" with respect to any Subsidiary, means any Subsidiary of
any Person of which at least 99% of the outstanding Capital Stock is owned by
such Person or another wholly-owned Subsidiary of such Person. For purposes of
this definition, any directors' qualifying shares or investments by foreign
nationals mandated by applicable law shall be disregarded in determining the
ownership of a Subsidiary.

         "8% Notes" means the Company's 8% Senior Subordinated Notes due 2008.

         "8% Notes Indenture" means the Indenture, dated as of February 13,
1998, between the Company and United States Trust Company of New York, or its
successors or assigns, in connection with the 8% Notes.

         "9 1/2% Notes" means the Company's 9 1/2% Senior Subordinated Notes due
2008.

         "9 1/2% Notes Indenture" means the Indenture, dated as of November 2,
1998, between the Company and The Bank of New York, or its successors and
assigns, in connection with the 9 1/2% Notes.

         "9 7/8% Notes" means the Company's 9 7/8% Senior Subordinated Notes due
2006.


                                      -18-
<PAGE>   29
         "9 7/8% Notes Indenture" means the Indenture, dated as of January 24,
1996, between the Company and Fleet National Bank of Connecticut, or its
successors or assigns, in connection with the 9 7/8% Notes.

         SECTION 102. Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this
Indenture. The following Trust Indenture Act terms used in this Indenture have
the following meanings:

         "indenture securities" means the Securities;

         "indenture security holder" means a Holder;

         "indenture to be qualified" means this Indenture;

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

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

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

         SECTION 103. Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate and an Opinion of Counsel each satisfactory
in form and substance to the Trustee, which, taken together, state that all
conditions precedent, if any, provided for in this Indenture (including any
covenant compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1008(a)) shall include:

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

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


                                      -19-
<PAGE>   30
         (3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

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

         SECTION 104. Form of Documents Delivered to Trustee.

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

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

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

         SECTION 105. Acts of Holders.

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

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary


                                      -20-
<PAGE>   31
public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged
to him the execution thereof. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

         (c) The principal amount and serial numbers of Securities held by any
Person, and the date of holding the same, shall be proved by the Security
Register.

         (d) If the Company shall solicit from the Holders of Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to Board Resolution, fix in
advance a record date, of which it shall notify the Trustee and Paying Agent,
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Notwithstanding TIA Section 316(c), such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the
first solicitation of Holders generally in connection therewith and not later
than the date such solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

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

         SECTION 106. Notices, Etc., to Trustee, Company.

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

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at 101 Barclay Street, New
         York, New York 10286, telefax: 212-815-5915, Attention: Corporate Trust
         Administration, or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed,


                                      -21-
<PAGE>   32
         first-class postage prepaid, to the Company addressed to it at 1400
         Corporate Center Way, Wellington, Florida 33414, telefax: 561-791-3966,
         Attention: Chief Financial Officer, or at any other address previously
         furnished in writing to the Trustee by the Company.

         SECTION 107. Notice to Holders; Waiver.

         Where this Indenture provides for notice of any event to Holders by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         In case by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice for every purpose hereunder.

         SECTION 108. Effect of Headings and Table of Contents.

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

         SECTION 109. Successors and Assigns.

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

         SECTION 110. Separability Clause.

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

         SECTION 111. Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto, any Paying Agent, any
Securities Registrar and their successors


                                      -22-
<PAGE>   33
hereunder, the Holders and, with respect to any provisions hereof relating to
the subordination of the Securities or the rights of holders of Senior
Indebtedness, the holders of Senior Indebtedness, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

         SECTION 112. Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York, without regard to the
principles of conflicts of law. Upon the issuance of the Exchange Securities or
the effectiveness of the Shelf Registration Statement, this Indenture shall be
subject to the provisions of the Trust Indenture Act of 1939, as amended, that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.

         SECTION 113. Legal Holidays.

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


                                      -23-
<PAGE>   34
                                   ARTICLE TWO

                                 SECURITY FORMS

         SECTION 201. Forms Generally.

         The definitive Securities shall be printed, lithographed or engraved on
steel-engraved borders or may be produced in any other manner, all as determined
by the officers of the Company executing such Securities, as evidenced by their
execution of such Securities.

         The Initial Securities shall be known as the "8 7/8% Senior
Subordinated Notes due 2011" and the Exchange Securities shall be known as the
"8 7/8% Series B Senior Subordinated Notes due 2011", in each case, of the
Company. The Securities and the Trustee's certificate of authentication shall be
in substantially the form annexed hereto as Exhibit A. The Securities may have
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by the Indenture and may have letters, notations or
other marks of identification and such notations, legends or endorsements
required by law, stock exchange agreements to which the Company is subject or
usage. Any portion of the text of any Security may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Security. The
Company shall approve the form of the Securities and any notation, legend or
endorsement on the Securities. Each Security shall be dated the date of its
authentication.

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

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

         Initial Securities offered and sold other than as described in the
preceding paragraph shall be issued in the form of permanent certificated
Securities in registered form in substantially the form set forth in Exhibit A
(the "U.S. Physical Securities" or the "Physical Securities".)

         SECTION 202. Restrictive Legends.

         Unless and until (i) an Initial Security is sold under an effective
Registration Statement or (ii) an Initial Security is exchanged for an Exchange
Security in connection with an effective Registration Statement, in each case
pursuant to the Registration Rights Agreement, each such U.S.


                                      -24-
<PAGE>   35
Global Security and each U.S. Physical Security shall bear the following legend
(the "Private Placement Legend") on the face thereof:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
         NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
         REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
         OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
         SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE
         HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
         OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO
         YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
         DATE ON WHICH THE COMPANY, OR ANY AFFILIATE OF THE COMPANY WAS THE
         OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A)
         TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS
         SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
         SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
         "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES
         FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
         BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
         RELIANCE ON RULE 144A, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
         PROVIDED BY RULE 144 (IF AVAILABLE), OR (E) PURSUANT TO ANOTHER
         AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (D) OR (E)
         TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
         OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE
         FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
         APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
         BY THE TRANSFEROR TO THE TRUSTEE.

         Each U.S. Global Security, whether or not an Initial Security, shall
also bear the following legend on the face thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
         AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
         SUCH OTHER


                                      -25-
<PAGE>   36
         NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
         TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY
         TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
         ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
         HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
         GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
         THE RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE.


                                      -26-
<PAGE>   37
                                  ARTICLE THREE

                                 THE SECURITIES

         SECTION 301.  Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to $300,000,000, of which
$250,000,000 will be issued on the Closing Date, except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307,
308, 906, 1015, 1016 or 1108.

         The Initial Securities shall be known and designated as the "8 7/8%
Senior Subordinated Notes due 2011" of the Company. The Exchange Securities
shall be known and designated as the "8 7/8% Series B Senior Subordinated Notes
due 2011" of the Company. The Stated Maturity of the Initial Securities and the
Exchange Securities shall be May 1, 2011, and, except as otherwise set forth
herein, they shall bear interest at the rate of 8 7/8% per annum from April 17,
2001, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, payable semi-annually in arrears on May 1 and
November 1, beginning November 1, 2001, in each year and at said Stated
Maturity, until the principal thereof is paid or duly provided for.

         The principal of (and premium, if any, on) and interest on the
Securities shall be payable at the office or agency of the Company maintained
for such purpose in The City of New York, or at such other office or agency of
the Company as may be maintained for such purpose; provided, however, that, at
the option of the Company, interest may be paid by check mailed to addresses of
the Persons entitled thereto as such addresses shall appear on the Security
Register.

         The Securities shall be redeemable as provided in Article Eleven.

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

         If additional Securities are issued under this Indenture, then such
Securities shall be issued on terms substantially identical to: (a) if such
additional Securities are issued prior to the issuance of any Exchange
Securities, the Initial Securities, with substantially identical registration
rights, or (b) if such additional Securities are issued on or after the date of
issuance of the Exchange Securities, the Initial Securities, with substantially
identical registration rights, or, at the Company's option, the Exchange
Securities.


                                      -27-
<PAGE>   38
         SECTION 302. Denominations.

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

         SECTION 303. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman, its President or a Vice President, and be notarized by a notary
public. The signature of any of these officers on the Securities may be manual
or facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Initial Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Initial Securities directing the Trustee to
authenticate the Securities and certifying that all conditions precedent to the
issuance of Securities contained herein have been fully complied with, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Initial Securities. On Company Order, the Trustee shall authenticate for
original issue Exchange Securities in an aggregate principal amount not to
exceed $300,000,000; provided that such Exchange Securities shall be issuable
only upon the valid surrender for cancellation of Initial Securities of a like
aggregate principal amount in accordance with an Exchange Offer pursuant to the
Registration Rights Agreement. In each case, the Trustee shall be entitled to
receive an Officers' Certificate and an Opinion of Counsel of the Company that
it may reasonably request in connection with such authentication of Securities.
Such order shall specify the amount of Securities to be authenticated and the
date on which the original issue of Initial Securities or Exchange Securities is
to be authenticated.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for in Exhibit
A duly executed by the Trustee by manual signature of a Responsible Officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

         In case the Company, pursuant to Article Eight, shall be consolidated
or merged with or into any other Person or shall convey, transfer, lease or
otherwise dispose of its properties and assets substantially as an entirety to
any Person, and the successor Person resulting from such consolidation, or
surviving such merger, or into which the Company shall have been merged, or the


                                      -28-
<PAGE>   39
Person which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article Eight, any of the Securities authenticated
or delivered prior to such consolidation, merger, conveyance, transfer, lease or
other disposition may, from time to time, at the request of the successor
Person, be exchanged for other Securities executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Request of
the successor Person, shall authenticate and deliver Securities as specified in
such request for the purpose of such exchange. If Securities shall at any time
be authenticated and delivered in any new name of a successor Person pursuant to
this Section in exchange or substitution for or upon registration of transfer of
any Securities, such successor Person, at the option of the Holders but without
expense to them, shall provide for the exchange of all Securities at the time
Outstanding for Securities authenticated and delivered in such new name.

         SECTION 304. Temporary Securities.

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

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

         SECTION 305. Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Security Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times, the Security Register shall
be open to inspection by the Trustee. The Trustee is hereby initially appointed
as security registrar (the "Security Registrar") for the purpose of registering
Securities and transfers of Securities as herein provided.


                                      -29-
<PAGE>   40
         Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated pursuant to Section 1002, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations of a like aggregate principal amount.

         Furthermore, any Holder of the U.S. Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interest
in such Global Security may be effected only through a book-entry system
maintained by the Holder at such Global Security (or its agent), and that
ownership of a beneficial interest in the Security shall be required to be
reflected in a book entry.

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange (including an
exchange of Initial Securities for Exchange Securities), the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive; provided that no exchange
of Initial Securities for Exchange Securities shall occur until an Exchange
Offer Registration Statement shall have been declared effective by the
Commission and that the Initial Securities to be exchanged for the Exchange
Securities shall be cancelled by the Trustee.

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

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

         No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1015, 1016 or 1108 not involving
any transfer.

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


                                      -30-
<PAGE>   41
         SECTION 306. Book-Entry Provisions for U.S. Global Security.

         (a) The U.S. Global Security initially shall (i) be registered in the
name of the Depositary for such global Security or the nominee of such
Depositary, (ii) be delivered to the Trustee as custodian for such Depositary
and (iii) bear legends as set forth in Section 202.

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

         (b) Transfers of the U.S. Global Security shall be limited to transfers
of such U.S. Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees. Interests of beneficial owners in the
U.S. Global Security may be transferred in accordance with the rules and
procedures of the Depositary and the provisions of Section 307. Beneficial
owners may obtain U.S. Physical Securities in exchange for their beneficial
interests in the U.S. Global Security upon request in accordance with the
Depositary's and the Registrar's procedures. In addition, U.S. Physical
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in the U.S. Global Security if (i) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for the
U.S. Global Security and a successor depositary is not appointed by the Company
within 90 days of such notice or (ii) an Event of Default has occurred and is
continuing and the Registrar has received a request from the Depositary.

         (c) In connection with any transfer of a portion of the beneficial
interest in the U.S. Global Security to beneficial owners pursuant to subsection
(b) of this Section, the Registrar shall reflect on its books and records the
date and a decrease in the principal amount of the U.S. Global Security in an
amount equal to the principal amount of the beneficial interest in the U.S.
Global Security to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more U.S. Physical Securities of
like tenor and amount.

         (d) In connection with the transfer of the entire U.S. Global Security
to beneficial owners pursuant to subsection (b) of this Section, the U.S. Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the U.S. Global Security, an equal aggregate principal
amount of U.S. Physical Securities of authorized denominations.

         (e) Any U.S. Physical Security delivered in exchange for an interest in
the U.S. Global Security pursuant to subsection (c) or subsection (d) of this
Section shall, except as otherwise provided by paragraph (e) of Section 307,
bear the applicable legend regarding transfer restrictions applicable to the
U.S. Physical Security set forth in Section 202.


                                      -31-
<PAGE>   42
         (f) The registered holder of the U.S. Global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

         SECTION 307. Special Transfer Provisions.

         Unless and until (i) an Initial Security is sold under an effective
Registration Statement, or (ii) an Initial Security is exchanged for an Exchange
Security in connection with an effective Registration Statement, in each case
pursuant to the Registration Rights Agreement, the following provisions shall
apply:

         (a) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of an Initial Security to a
QIB (excluding Non-U.S. Persons):

                  (i) If the Security to be transferred consists of U.S.
         Physical Securities, the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Initial Security stating, or has otherwise
         advised the Company and the Registrar in writing, that the sale has
         been made in compliance with the provisions of Rule 144A to a
         transferee who has signed the certification provided for on the form of
         Initial Security stating, or has otherwise advised the Company and the
         Registrar in writing, that it is purchasing the Initial Security for
         its own account or an account with respect to which it exercises sole
         investment discretion and that it, or the person on whose behalf it is
         acting with respect to any such account, is a QIB within the meaning of
         Rule 144A, and is aware that the sale to it is being made in reliance
         on Rule 144A and acknowledges that it has received such information
         regarding the Company as it has requested pursuant to Rule 144A or has
         determined not to request such information and that it is aware that
         the transferor is relying upon its foregoing representations in order
         to claim the exemption from registration provided by Rule 144A.

                  (ii) If the proposed transferee is an Agent Member, and the
         Initial Security to be transferred consists of U.S. Physical
         Securities, upon receipt by the Registrar of instructions given in
         accordance with the Depositary's and the Registrar's procedures
         therefor, the Registrar shall reflect on its books and records the date
         and an increase in the principal amount of the U.S. Global Security in
         an amount equal to the principal amount of the U.S. Physical
         Securities, to be transferred, and the Trustee shall cancel the
         Physical Security so transferred.

         (b) Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Registrar shall deliver only Securities that bear
the Private Placement Legend unless there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the
effect that neither such legend nor the related


                                      -32-
<PAGE>   43
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

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

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 306 or this Section 307. The
Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

         SECTION 308. Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

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

         SECTION 309. Payment of Interest; Interest Rights Preserved.


                                      -33-
<PAGE>   44
         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name such Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest at the
office or agency of the Company maintained for such purpose pursuant to Section
1002; provided, however, that each installment of interest may at the Company's
option be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 310, to the
address of such Person as it appears in the Security Register or (ii) transfer
to an account maintained by the payee located in the United States.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date shall forthwith cease to
be payable to the Holder on the Regular Record Date by virtue of having been
such Holder, and such defaulted interest and (to the extent lawful) interest on
such defaulted interest at the rate borne by the Securities (such defaulted
interest and interest thereon herein collectively called "Defaulted Interest")
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and at the same time the Company shall irrevocably deposit
         with the Trustee an amount of money equal to the aggregate amount
         proposed to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date,
         and in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be given in the manner provided for in Section
         107, not less than 10 days prior to such Special Record Date. Notice of
         the proposed payment of such Defaulted Interest and the Special Record
         Date therefor having been so given, such Defaulted Interest shall be
         paid to the Persons in whose names the Securities (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2).

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


                                      -34-
<PAGE>   45
         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

         SECTION 310. Persons Deemed Owners.

         Prior to the due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any, on) and (subject to Sections 305 and 309) interest on such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         SECTION 311. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation along with an Officers' Certificate and Company Order
requesting the cancellation. No Securities shall be authenticated in lieu of or
in exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures and certification of their disposal delivered to the Company unless
by Company Order the Company shall direct that cancelled Securities be returned
to it.

         SECTION 312. Computation of Interest.

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

         SECTION 313. CUSIP Numbers

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


                                      -35-
<PAGE>   46
                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 401. Satisfaction and Discharge of Indenture.

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

         (1) either

                  (a) all Securities theretofore authenticated and delivered
         (other than (i) Securities which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in Section 308 and
         (ii) Securities for whose payment money has theretofore been deposited
         in trust with the Trustee or any Paying Agent or segregated and held in
         trust by the Company and thereafter repaid to the Company or discharged
         from such trust, as provided in Section 1003) have been delivered to
         the Trustee for cancellation; or

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

                           (i) have become due and payable, or

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

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

                  and the Company or any Guarantor, in the case of (i), (ii) or
         (iii) above, has irrevocably deposited or caused to be deposited with
         the Trustee as trust funds in trust for the purpose an amount
         sufficient to pay and discharge the entire indebtedness on such
         Securities not theretofore delivered to the Trustee for cancellation,
         for principal (and premium, if any) and interest to the date of such
         deposit (in the case of Securities which have become due and payable)
         or to the Stated Maturity or Redemption Date, as the case may be;

         (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

         (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each satisfactory in form and substance to the
Trustee, which, taken


                                      -36-
<PAGE>   47
together, state that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

         SECTION 402. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and 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.


                                      -37-

<PAGE>   48
                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501.  Events of Default.

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

                  (1) default in the payment of the principal of or premium, if
         any, when due and payable, on any of the Securities; or

                  (2) default in the payment of an installment of interest on
         any of the Securities, when due and payable, for 30 days; or

                  (3) default in the performance or breach of the provisions of
         Article Eight of this Indenture, the failure to make or consummate a
         Change of Control Offer in accordance with the provisions of Section
         1015 or the failure to make or consummate an Excess Proceeds Offer in
         accordance with the provisions of Section 1016; or

                  (4) the Company or any Guarantor shall fail to perform or
         observe any other term, covenant or agreement contained in the
         Securities, any Guarantee or this Indenture (other than a default
         specified in (1), (2) or (3) above) for a period of 30 days after
         written notice of such failure requiring the Company to remedy the same
         shall have been given (x) to the Company by the Trustee or (y) to the
         Company and the Trustee by the holders of 25% in aggregate principal
         amount of the Securities then outstanding; or

                  (5) default or defaults under one or more mortgages, bonds,
         debentures or other evidences of Indebtedness under which the Company
         or any Significant Subsidiary then has outstanding Indebtedness in
         excess of $5,000,000, individually or in the aggregate, and either (a)
         such Indebtedness is already due and payable in full or (b) such
         default or defaults have resulted in the acceleration of the maturity
         of such Indebtedness; or

                  (6) one or more final judgments, orders or decrees of any
         court or regulatory or administrative agency of competent jurisdiction
         for the payment of money in excess of $5,000,000, individually or in
         the aggregate, shall be entered against the Company or any of its
         Significant Subsidiaries or any of their respective properties and
         shall not be discharged or fully bonded and there shall have been a
         period of 60 days after the date on which any period for appeal has
         expired and during which a stay of enforcement of such judgment, order
         or decree, shall not be in effect; or

                  (7) any Guarantee ceases to be in full force and effect or is
         declared null and void or any Guarantor denies that it has any further
         liability under any Guarantee, or gives notice to


                                      -38-
<PAGE>   49
         such effect (other than by reason of the termination of this Indenture
         or the release of any such Guarantee in accordance with this Indenture)
         and such condition shall have continued for a period of 30 days after
         written notice of such failure requiring the Guarantor and the Company
         to remedy the same shall have been given (x) to the Company by the
         Trustee or (y) to the Company and the Trustee by the holders of 25% in
         aggregate principal amount of the Securities then outstanding; or

                  (8) the entry of a decree or order by a court having
         jurisdiction in the premises adjudging the Company or any Significant
         Subsidiary a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustments or
         composition of or in respect of the Company or any Significant
         Subsidiary under the Federal Bankruptcy Code or any other applicable
         federal or state law, or appointing a receiver, liquidator, assignee,
         trustee, sequestrator (or other similar official) of the Company or any
         Significant Subsidiary or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order unstayed and in effect for a
         period of 90 consecutive days; or

                  (9) the institution by the Company or any Significant
         Subsidiary of proceedings to be adjudicated a bankrupt or insolvent, or
         the consent by it to the institution of bankruptcy or insolvency
         proceedings against it, or the filing by it of a petition or answer or
         consent seeking reorganization or relief under the Federal Bankruptcy
         Code or any other applicable federal or state law, or the consent by it
         to the filing of any such petition or to the appointment of a receiver,
         liquidator, assignee, trustee, sequestrator (or other similar official)
         of the Company or any Significant Subsidiary or of any substantial part
         of its property, or the making by it of an assignment for the benefit
         of creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due.

                  SECTION 502. Acceleration of Maturity; Rescission and
Annulment.

                  If an Event of Default (other than an Event of Default
specified in Section 501(8) or 501(9) occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in principal
amount of the Securities Outstanding may declare the principal amount of,
premium, if any, and accrued interest on all the Securities to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), upon which declaration all amounts payable in respect of
the Securities shall be immediately due and payable; provided, however, that,
for so long as the Bank Credit Agreement is in effect, such declaration shall
not become effective until the earlier of (i) five Business Days following
delivery of notice to the Agent Bank of the intention to accelerate the
Securities or (ii) the acceleration of any Indebtedness under the Bank Credit
Agreement. If an Event of Default specified in Section 501(8) or 501(9) occurs
and is continuing, then the principal amount of, premium, if any, and accrued
interest on all the Securities shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.

                  At any time after a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Securities Outstanding, by written


                                      -39-
<PAGE>   50
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if

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

                           (A) all overdue interest on all Outstanding
                  Securities,

                           (B) all unpaid principal of (and premium, if any, on)
                  any Outstanding Securities which has become due otherwise than
                  by such declaration of acceleration, and interest on such
                  unpaid principal at the rate borne by the Securities,

                           (C) to the extent that payment of such interest is
                  lawful, interest on overdue interest at the rate borne by the
                  Securities which has become due otherwise than by such
                  declaration of acceleration, and

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

                  (2) such rescission would not conflict with any judgment or
         decree of a court of competent jurisdiction; and

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

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

                  Notwithstanding the preceding paragraph, in the event of a
declaration of acceleration in respect of the Securities because of an Event of
Default specified in Section 501(5) shall have occurred and be continuing, such
declaration of acceleration shall be automatically annulled if the Indebtedness
that is the subject of such Event of Default has been discharged or the holders
thereof have rescinded their declaration of acceleration in respect of such
Indebtedness, and written notice of such discharge or rescission, as the case
may be, shall have been given to the Trustee by the Company and countersigned by
the holders of such Indebtedness or a trustee, fiduciary or agent for such
holders, within 30 days after such declaration of acceleration in respect of the
Securities, and no other Event of Default has occurred during such 30-day period
which has not been cured or waived during such period.

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

                  The Company covenants that if


                                      -40-
<PAGE>   51
                  (a) default is made in the payment of any installment of
         interest on any Security when such interest becomes due and payable and
         such default continues for a period of 30 days, or

                  (b) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,

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

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

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

                  SECTION 504.  Trustee May File Proofs of Claim.

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

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


                                      -41-
<PAGE>   52
                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

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

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

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

                  SECTION 506.  Application of Money Collected.

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

                  FIRST: To the payment of all amounts due the Trustee under
         Section 606;

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

                  THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

                  SECTION 507.  Limitation on Suits.


                                      -42-
<PAGE>   53
                  No Holder of any Securities shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

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

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

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

                  (4) the Trustee for 15 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 15-day period by the Holders of a
         majority or more in principal amount of the Outstanding Securities;

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

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

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if applicable,
Article Twelve) and in such Security of the principal of (and premium, if any,
on) and (subject to Section 309) interest on, such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

                  SECTION 509.  Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and


                                      -43-
<PAGE>   54
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                  SECTION 510.  Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 308, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

                  SECTION 511.  Delay or Omission Not Waiver.

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

                  SECTION 512.  Control by Holders.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, provided that

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

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

                  (3) the Trustee need not take any action which might subject
         it to personal liability or be unjustly prejudicial to the Holders not
         consenting.

                  SECTION 513.  Waiver of Past Defaults.

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

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


                                      -44-
<PAGE>   55
                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security affected.

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

                  SECTION 514.  Waiver of Stay or Extension Laws.

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


                                      -45-
<PAGE>   56
                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601.  Notice of Defaults.

                  If any Default hereunder is actually known to the Trustee, the
Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such Default within 5 days after the occurrence of any such
Default, unless such Default shall have been cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal of (or
premium, if any, on) or interest on any Security, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders; and provided further that in the case
of any Default of the character specified in Section 501(4) no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.

                  SECTION 602.  Certain Rights of Trustee.

                  Subject to the provisions of TIA Sections 315(a) through
315(d):

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

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         with sufficient detail as may be requested by the Trustee and any
         resolution of the Board of Directors may be sufficiently evidenced by a
         Board Resolution;

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

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

                  (5) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee security or indemnity


                                      -46-
<PAGE>   57
         reasonably satisfactory to it against the costs, expenses and
         liabilities (including fees and expenses of its agents and counsel)
         which might be incurred by it in compliance with such request or
         direction;

                  (6) the Trustee shall not be bound to make any investigation
         into, and may conclusively rely upon, the facts or matters stated in
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document, but the
         Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine the books, records and premises of the
         Company, personally or by agent or attorney at the sole cost of the
         Company and shall incur no liability or additional liability of any
         kind by reason of such inquiry or investigation;

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

                  (8) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture;

                  (9) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of a majority in principal amount of the
         Outstanding Securities of any series, determined as provided in
         Sections 105 and 512, relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture with respect to the Securities of such series;

                  (10) notwithstanding anything else to the contrary contained
         herein, the Trustee need perform only those duties as 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.

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

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

                  (13) the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take


                                      -47-
<PAGE>   58
         specified actions pursuant to this Indenture, which Officers'
         Certificate may be signed by any person authorized to sign an Officers'
         Certificate, including any person specified as so authorized in any
         such certificate previously delivered and not superseded.


                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

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

                  SECTION 603. Trustee Not Responsible for Recitals or Issuance
of Securities.

                  The recitals contained herein and in the Securities, except
for the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and, upon the
effectiveness of the Registration Statement, that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee shall not
be accountable for the use or application by the Company of Securities or the
proceeds thereof.

                  SECTION 604.  May Hold Securities.

                  The Trustee, any Paying Agent, any Security Registrar or any
other agent of the Company or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

                  SECTION 605.  Money Held in Trust.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

                  SECTION 606.  Compensation and Reimbursement.

                  The Company agrees:

                  (1) to pay to the Trustee (in its capacity as Trustee, Paying
         Agent and Registrar) from time to time such compensation for all
         services rendered by it hereunder as the Company


                                      -48-
<PAGE>   59
         and the Trustee shall from time to time agree in writing (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

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

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

                  The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder. As security for the performance of
such obligations of the Company, the Trustee shall have a claim prior to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if any,
on) or interest on particular Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(9) or Section
501(10), the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy law.

                  The provisions of this Section shall survive the satisfaction
and discharge of this Indenture and the resignation or removal of the Trustee.

                  SECTION 607.  Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

                  SECTION 608. Resignation and Removal; Appointment of
Successor.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 609.


                                      -49-
<PAGE>   60
                  (b) The Trustee may resign at any time by giving written
notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

                  (c) The Trustee may be removed at any time by Act of the
Holders of not less than a majority in principal amount of the Outstanding
Securities, delivered to the Trustee and to the Company.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company or by
         any Holder who has been a bona fide Holder of a Security for at least
         six months, except when the Trustee's duty to resign is stayed in
         accordance with the provisions of TIA Section 310(b), or

                  (2) the Trustee shall cease to be eligible under Section 607
         and shall fail to resign after written request therefor by the Company
         or by any Holder who has been a bona fide Holder of a Security for at
         least six months, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner hereinafter
provided subject to TIA Section 315(e), any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Securities in the manner


                                      -50-
<PAGE>   61
provided for in Section 107. Each notice shall include the name of the successor
Trustee and the address of its Corporate Trust Office.

                  SECTION 609.  Acceptance of Appointment by Successor.

                  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder subject to the retiring Trustee's rights
as provided under the last sentence of Section 606. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.

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

                  SECTION 610. Merger, Conversion, Consolidation or Succession
to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities; and in case at that time any of the Securities shall not have been
authenticated, any successor Trustee may authenticate such Securities either in
the name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificates shall have the full force which it is
anywhere in the Securities or in this Indenture provided that the certificate of
the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

                  SECTION 611. Trustee Not Fiduciary for Holders of Senior
Indebtedness.


                                      -51-
<PAGE>   62
                  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 in good faith mistakenly pay over or distribute to Holders
of Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of Article Thirteen or otherwise. With respect to the holder of Senior
Indebtedness, the Trustee undertakes to perform or observe only such of its
covenants or obligations as are specifically set forth in this Indenture and no
implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.


                                      -52-
<PAGE>   63
                                  ARTICLE SEVEN

                      HOLDERS' LISTS AND REPORTS BY TRUSTEE

                  SECTION 701.  Disclosure of Names and Addresses of Holders.

                  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

                  SECTION 702.  Reports by Trustee.

                  Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Securities, the Trustee shall transmit
to the Holders, in the manner and to the extent provided in TIA Section 313(c),
a brief report dated as of such May 15 if required by TIA Section 313(a) as
provided for in TIA Section 313(d). The Company will promptly notify the Trustee
when the Securities are listed on any stock exchange and any delisting thereof.


                                      -53-
<PAGE>   64
                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

                  The Company shall not, in any transaction or series of
transactions, merge or consolidate with or into, or sell, assign, transfer,
lease or otherwise dispose of all or substantially all of its properties and
assets as an entirety to, any Person or Persons, and the Company will not permit
any Restricted Subsidiary to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, transfer, lease or other disposition of all
or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries on a consolidated basis to any other Person or Persons,
unless at the time and after giving effect thereto:

                  (1) either (A) if the transaction or transactions is a merger
         or consolidation, the Company shall be the surviving Person of such
         merger or consolidation, or (B) the Person formed by such consolidation
         or into which the Company or such Restricted Subsidiary is merged or to
         which the properties and assets of the Company or such Restricted
         Subsidiary, as the case may be, substantially as an entirety, are sold,
         assigned, transferred, leased or otherwise disposed of (any such
         surviving Person or transferee Person being the "Surviving Entity")
         shall be a corporation organized and existing under the laws of the
         United States of America, any state thereof or the District of Columbia
         and shall expressly assume by a supplemental indenture executed and
         delivered to the Trustee, in form satisfactory to the Trustee, all the
         obligations of the Company under the Securities and the Indenture, and,
         in each case, the Indenture shall remain in full force and effect;

                  (2) immediately before and immediately after giving effect to
         such transaction or series of transactions on a pro forma basis
         (including, without limitation, any Indebtedness incurred or
         anticipated to be incurred in connection with or in respect of such
         transaction or series of transactions), no Default or Event of Default
         shall have occurred and be continuing and the Company or the Surviving
         Entity, as the case may be, after giving effect to such transaction or
         series of transactions on a pro forma basis, could incur $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) pursuant to
         Section 1010;

                  (3) immediately after giving effect to such transaction or
         series of transactions on a pro forma basis, the Consolidated Net Worth
         of the Company, or the Surviving Entity, as the case may be, is at
         least equal to the Consolidated Net Worth of the Company immediately
         before such transaction or series of transactions; and

                  (4) the Company or such Person shall have delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel satisfactory
         in form and substance to the Trustee, which, taken together, state that
         such consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture, comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.


                                      -54-
<PAGE>   65
                  SECTION 802.  Successor Substituted.

                  Upon any consolidation of the Company with or merger of the
Company with or into any other corporation or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety to any
Person in accordance with Section 801, the Surviving Entity formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such Surviving Entity had been named as the Company herein,
and in the event of any such conveyance or transfer, the Company (which term
shall for this purpose mean the Person named as the "Company" in the first
paragraph of this Indenture or any Surviving Entity which shall theretofore
become such in the manner described in Section 801), except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Securities and may be dissolved and liquidated.

                  SECTION 803.  Securities to Be Secured in Certain Events.

                  If, upon any such consolidation of the Company with or merger
of the Company into any other corporation, or upon any conveyance, lease or
transfer of the property of the Company substantially as an entirety to any
other Person, any property or assets of the Company would thereupon become
subject to any Lien, then unless such Lien could be created pursuant to Section
1014 without equally and ratably securing the Securities, the Company, prior to
or simultaneously with such consolidation, merger, conveyance, lease or
transfer, will as to such property or assets, secure the Securities Outstanding
(together with, if the Company shall so determine any other Indebtedness of the
Company now existing or hereinafter created which is not subordinate in right of
payment to the Securities) equally and ratably with (or prior to) the
Indebtedness which upon such consolidation, merger, conveyance, lease or
transfer is to become secured as to such property or assets by such Lien, or
will cause such Securities to be so secured.



                                      -55-
<PAGE>   66
                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  SECTION 901. Supplemental Indentures Without Consent of
Holders.

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

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

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

                  (3) to add any additional Events of Default; or

                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee pursuant to the requirements of
         Section 609; or

                  (5) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture; provided that such
         action shall not adversely affect the interests of the Holders in any
         material respect; or

                  (6) to secure the Securities pursuant to the requirements of
         Section 803 or 1014 or otherwise; or

                  (7) to qualify, or maintain the qualification of, this
         Indenture under the Trust Indenture Act.

                  SECTION 902.  Supplemental Indentures with Consent of Holders.

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

                  (1) change the Stated Maturity of the principal of, or any
         installment of interest on, any Security, or reduce the principal
         amount thereof or the rate of interest thereon or any premium payable
         upon the redemption thereof, or change the coin or currency in which
         any

                                      -56-
<PAGE>   67
         Security or any premium or the interest thereon is payable, or impair
         the right to institute suit for the enforcement of any such payment
         after the Stated Maturity thereof (or, in the case of redemption, on or
         after the Redemption Date), or

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

                  (3) release any Guarantor from any of its obligations under
         its Guarantee or this Indenture other than in accordance with the terms
         of this Indenture, or

                  (4) modify any of the provisions of this Section or Sections
         513 and 1020, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Outstanding Security affected
         thereby, or

                  (5) modify any of the provisions of Section 1014 or Section
         1019 or any of the provisions of this Indenture relating to the
         subordination of the Securities in a manner adverse to the Holders
         thereof, or

                  (6) amend, change or modify the obligation of the Company to
         make and consummate a Change in Control Offer in the event of a Change
         in Control or make and consummate an Offer with respect to any Asset
         Sale or modify any of the provisions or definitions with respect
         thereto.

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

                  SECTION 903.  Execution of Supplemental Indentures.

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

                  SECTION 904.  Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


                                      -57-
<PAGE>   68
                  SECTION 905.  Conformity with Trust Indenture Act.

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

                  SECTION 906. Reference in Securities to Supplemental
Indentures.

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

                  SECTION 907.  Notice of Supplemental Indentures.

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 107, setting forth in general
terms the substance of such supplemental indenture.

                  SECTION 908.  Effect on Senior Indebtedness.

                  No supplemental indenture shall adversely affect the rights of
the holders of Designated Senior Indebtedness under Article Thirteen without the
consent of the appropriate representatives of such holders.


                                      -58-
<PAGE>   69
                                   ARTICLE TEN

                                    COVENANTS

                  SECTION 1001. Payment of Principal, Premium, If Any, and
Interest.

                  The Company covenants and agrees for the benefit of the
Holders that it will duly and punctually pay the principal of (and premium, if
any, on) and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

                  SECTION 1002.  Maintenance of Office or Agency.

                  The Company will maintain in The City of New York, an office
or agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Trust Office located at 101 Barclay Street, New
York, New York 10286 of the Trustee shall be such office or agency of the
Company, unless the Company shall designate and maintain some other office or
agency for one or more of such purposes. The Company will give prompt written
notice to the Trustee of any change in the location of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

                  The Company may also from time to time designate one or more
other offices or agencies (in or outside of The City of New York) where the
Securities may be presented or surrendered for any or all such purposes and may
from time to time rescind any such designation; 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 City of New York for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and any change in the location of any such other
office or agency.

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

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

                  Whenever the Company shall have one or more Paying Agents for
the Securities, it will, on or before each due date of the principal of (and
premium, if any, on), or interest on, any Securities, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such


                                      -59-
<PAGE>   70
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of such action or any failure so to
act.

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

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

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

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

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

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


                                      -60-
<PAGE>   71
                  SECTION 1004.  Corporate Existence.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence, rights (charter and statutory) and franchises of the
Company and each Subsidiary; provided, however, that the Company shall not be
required to preserve any such right or franchise 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 as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.

                  SECTION 1005.  Payment of Taxes and Other Claims.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary and (b)
all lawful claims for labor, materials and supplies, which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

                  SECTION 1006.  Maintenance of Properties.

                  The Company will cause all properties owned by the Company or
any Subsidiary or used or held for use in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the maintenance of any of such properties
if such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

                  SECTION 1007.  Insurance.

                  The Company will at all times keep all of its and its
Subsidiaries properties which are of an insurable nature insured with insurers,
believed by the Company to be responsible, against loss or damage to the extent
that property of similar character is usually so insured by corporations
similarly situated and owning like properties.

                  SECTION 1008.  Statement by Officers as to Default.

                  (a) The Company will deliver to the Trustee, within (x) 120
days after the end of each fiscal year, (y) within 45 days after the end of each
fiscal quarter and (z) within 15 days of the


                                      -61-
<PAGE>   72
date of receipt by the Company of the request of the Trustee, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of compliance by the
Company and the Guarantors with all conditions and covenants under this
Indenture. For purposes of this Section 1008(a), such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

                  (b) When any Default has occurred and is continuing under this
Indenture, or if the trustee for or the holder of any other evidence of
Indebtedness of the Company or any Subsidiary gives any notice or takes any
other action with respect to a claimed default (other than with respect to
Indebtedness in the principal amount of less than $5,000,000), the Company shall
deliver to the Trustee by registered or certified mail or by telegram, telex or
facsimile transmission an Officers' Certificate specifying such event, notice or
other action within 10 days of its occurrence.

                  SECTION 1009.  Provision of Financial Statements.

                  The Company will file on a timely basis with the Commission,
to the extent such filings are accepted by the Commission and whether or not the
Company has a class of securities registered under the Exchange Act, the annual
reports, quarterly reports and other documents that the Company would be
required to file if it were subject to Section 13 or 15 of the Exchange Act. The
Company shall also (a) file with the Trustee, and provide to each holder of
Securities, without cost to such holder, copies of such reports and documents
within 15 days after the date on which the Company files such reports and
documents with the Commission or the date on which the Company would be required
to file such reports and documents if the Company were so required and (b) if
filing such reports and documents with the Commission is not accepted by the
Commission or is prohibited under the Exchange Act, the Company shall supply at
its cost copies of such reports and documents to any prospective holder of
Securities promptly upon written request therefor.

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  SECTION 1010.  Limitation on Indebtedness.

                  (a) The Company will not create, incur, issue, assume,
guarantee or in any manner become directly or indirectly liable for the payment
of, or otherwise incur (collectively to "incur") any Indebtedness (including any
Acquired Indebtedness), other than Permitted Indebtedness, unless (x) the
Company's Consolidated Fixed Charge Coverage Ratio for the four full fiscal
quarters immediately preceding the incurrence of such Indebtedness, taken as one
period (and after giving pro forma effect to: (i) the incurrence of such
Indebtedness and (if applicable) the application of the net proceeds therefrom,
including to refinance other Indebtedness, as if such Indebtedness was incurred
and the application of such proceeds occurred at the beginning of such
four-quarter period; (ii) the incurrence, repayment or retirement of any other
Indebtedness by the Company or its Restricted Subsidiaries since the first day
of such four-quarter period as if such Indebtedness was incurred, repaid or
retired at the beginning of such four-quarter period; and (iii) notwithstanding
clause (d) of


                                      -62-
<PAGE>   73
the definition of Consolidated Adjusted Net Income, the acquisition (whether by
purchase, merger or otherwise) or disposition (whether by sale, merger or
otherwise) of any company, entity or business acquired or disposed of by the
Company or its Restricted Subsidiaries, as the case may be, since the first day
of such four-quarter period, as if such acquisition or disposition occurred at
the beginning of such four-quarter period, reflecting, in the case of such an
acquisition, any amount attributable to any operating expense that will be
eliminated or cost reduction that will be realized (in each case, net of any
operating expense or other cost increase) in connection with such acquisition,
as determined in good faith by the chief financial officer of the Company in
accordance with GAAP and the rules, regulations and guidelines of the
Commission, as if such elimination of operating expense or the realization of
such cost reduction were achieved at the beginning of such four-quarter period),
would have been at least equal to 2.0 to 1, and (y) if such Indebtedness is
Subordinated Indebtedness, such Indebtedness shall have an Average Life longer
than the Average Life of the Securities and a final Stated Maturity of principal
later than the final Stated Maturity of principal of the Securities.

                  (b) The Company will not permit any Restricted Subsidiary to
incur any Indebtedness (including any Acquired Indebtedness), other than
Permitted Subsidiary Indebtedness, unless (x) the Company's Consolidated Fixed
Charge Coverage Ratio for the four full fiscal quarters immediately preceding
the incurrence of such Indebtedness, taken as one period (and after giving pro
forma effect to the matters referred to in clauses (i), (ii) and (iii) in the
parenthetical in paragraph (a) of this Section 1010), would have been at least
equal to 3.0 to 1, and (y) any Restricted Subsidiary which incurs any
Indebtedness pursuant to clause (x) of this paragraph (b) shall Guarantee the
Securities in compliance with clause (i) of paragraph (b) and clauses (i)(A),
(ii) and (iii) of paragraph (a) of Section 1017 so long as such Indebtedness is
outstanding.

                  SECTION 1011.  Limitation on Restricted Payments.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, take the following actions:

                  (i) declare or pay any dividend on, or make any distribution
         to holders of, any shares of the Company's Capital Stock (other than
         dividends or distributions payable in shares of its Capital Stock or in
         options, warrants or other rights to purchase such Capital Stock, but
         excluding dividends or distributions payable in Redeemable Capital
         Stock or in options, warrants or other rights to purchase Redeemable
         Capital Stock),

                  (ii) purchase, redeem or otherwise acquire or retire for value
         any Capital Stock of the Company or any options, warrants or other
         rights to acquire such Capital Stock,

                  (iii) make any principal payment on or repurchase, redeem,
         defease or otherwise acquire or retire for value, prior to a scheduled
         principal payment, scheduled sinking fund payment or maturity, any
         Subordinated Indebtedness, or

                  (iv) make any Investment (other than any Permitted Investment)
         in any Person,


                                      -63-
<PAGE>   74
(such payments or other actions described in (but not excluded from) clauses (i)
through (v) are collectively referred to as "Restricted Payments"), unless at
the time of and after giving effect to the proposed Restricted Payment (the
amount of any such Restricted Payment, if other than cash, as determined by the
Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution), (1) no Default or Event of Default shall have
occurred and be continuing, (2) the Company could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section 1010, and
(3) the aggregate amount of all Restricted Payments declared or made after the
date of the 9 7/8% Notes Indenture shall not exceed the sum of (A) 50% of the
aggregate cumulative Consolidated Adjusted Net Income of the Company accrued on
a cumulative basis during the period beginning on the first day after the date
of the 9 7/8% Notes Indenture and ending on the last day of the Company's last
fiscal quarter ending prior to the date of such proposed Restricted Payment (or,
if such aggregate cumulative Consolidated Adjusted Net Income shall be a loss,
minus 100% of such loss), plus (B) the aggregate net proceeds, including the
Fair Market Value of property other than cash (as determined by the Company's
Board of Directors, whose determination shall be conclusive), received after the
date of the 9 7/8% Notes Indenture by the Company from the issuance or sale
(other than to any Restricted Subsidiary) of shares of Capital Stock of the
Company (other than Redeemable Capital Stock) or warrants, options or rights to
purchase such shares of Capital Stock of the Company, plus (C) the aggregate net
cash proceeds received after the date of the 9 7/8% Notes Indenture by the
Company from the issuance or sale (other than to any Restricted Subsidiary) of
debt securities that have been converted into or exchanged for Capital Stock of
the Company (other than Redeemable Capital Stock) to this extent such debt
securities were originally sold for cash, together with the aggregate cash
received by the Company at the time of such conversion or exchange, plus (D) to
the extent not otherwise included in the Company's Consolidated Adjusted Net
Income, the net reduction in Investments constituting a Restricted Payment
resulting from the payments of interest on Indebtedness, dividends, repayments
of loans or advances, or other transfers of assets, in each case to the Company
or a Restricted Subsidiary or from the sale of such Investment after the date of
the 9 7/8% Notes Indenture or from the redesignation of an Unrestricted
Subsidiary as a Restricted Subsidiary (valued in each case as provided in the
definition of "Investment"), not to exceed the total amount of Investments
(other than Permitted Investments), after the date of the 9 7/8% Notes Indenture
in such Unrestricted Subsidiary or such Investment by the Company and its
Restricted Subsidiaries, plus (E) $10,000,000.

                  (b) Notwithstanding paragraph (a) above, the Company and its
Restricted Subsidiaries may take the following actions so long as (with respect
to clauses (ii), (iii), (iv), (v) and (vi) below) no Default or Event of Default
shall have occurred and be continuing:

                  (i) the payment of any dividend within 60 days after the date
         of declaration thereof, if at such declaration date such declaration
         complied with the provisions of paragraph (a) above;

                  (ii) the purchase, redemption or other acquisition or
         retirement for value of any shares of Capital Stock of the Company, in
         exchange for, or out of the net cash proceeds of, a substantially
         concurrent issuance and sale (other than to a Restricted Subsidiary) of
         shares of Capital Stock (other than Redeemable Capital Stock) of the
         Company;


                                      -64-
<PAGE>   75
                  (iii) the purchase, redemption, defeasance or other
         acquisition or retirement for value of any Subordinated Indebtedness
         (other than Redeemable Capital Stock) in exchange for or out of the net
         cash proceeds of a substantially concurrent issuance and sale (other
         than to a Restricted Subsidiary) of shares of Capital Stock (other than
         Redeemable Capital Stock) of the Company;

                  (iv) the repurchase of any Subordinated Indebtedness of the
         Company at a purchase price not greater than 101% of the principal
         amount of such Subordinated Indebtedness in the event of a Change of
         Control pursuant to a provision similar to Section 1015; provided that
         prior to such repurchase the Company has made the Change of Control
         Offer as provided in such covenant with respect to the Securities and
         has repurchased all Securities validly tendered for payment in
         connection with such Change of Control Offer;

                  (v) the purchase, redemption or other acquisition or
         retirement for value of Subordinated Indebtedness (other than
         Redeemable Capital Stock) in exchange for, or out of the net cash
         proceeds of a substantially concurrent incurrence (other than to a
         Restricted Subsidiary) of, Indebtedness of the Company so long as (A)
         the principal amount of such new Indebtedness does not exceed the
         principal amount (or, if such Indebtedness being refinanced provides
         for an amount less than the principal amount thereof to be due and
         payable upon a declaration of acceleration thereof, such lesser amount
         as of the date of determination) of the Indebtedness being so
         purchased, redeemed, acquired or retired, plus the amount of any
         premium required to be paid in connection with such refinancing
         pursuant to the terms of the Subordinated Indebtedness refinanced or
         the amount of any premium reasonably determined by the Company as
         necessary to accomplish such refinancing, plus the amount of expenses
         of the Company incurred in connection with such refinancing, (B) such
         new Indebtedness is subordinated to the Securities to the same extent
         as the Notes are subordinated to Senior Indebtedness and (C) such new
         Indebtedness has an Average Life longer than the Average Life of the
         Securities and a final Stated Maturity of principal later than the
         final Stated Maturity of principal of the Securities; and

                  (vi) the purchase, redemption or other acquisition or
         retirement for value of shares of Common Stock of the Company issued
         pursuant to non-qualified options granted under stock option plans of
         the Company, in order to pay withholding taxes due as a result of
         income recognized upon the exercise of such options; provided that (1)
         the Company is required, by the terms of such plans, to effect such
         purchase, redemption or other acquisition or retirement for value of
         such shares and (2) the aggregate consideration paid by the Company for
         such shares so purchased, redeemed or otherwise acquired or retired for
         value does not exceed $2,000,000 during any fiscal year of the Company.


                                      -65-
<PAGE>   76

The actions described in clauses (i), (ii), (iii), (iv) and (vi) of this
paragraph (b) shall be Restricted Payments that shall be permitted to be taken
in accordance with this paragraph (b) but shall reduce the amount that would
otherwise be available for Restricted Payments under clause (3) of paragraph (a)
(provided that any dividend paid pursuant to clause (i) of this paragraph (b)
shall reduce the amount that would otherwise be available under clause (3) of
paragraph (a) when declared, but not also when subsequently paid pursuant to
such clause (i)) and the actions described in clause (v) of this paragraph (b)
shall be Restricted Payments that shall be permitted to be taken in accordance
with this paragraph (b) and shall not reduce the amount that would otherwise be
available for Restricted Payments under clause (3) of paragraph (a).

            (c) In computing Consolidated Adjusted Net Income of the Company
under clause (3)(A) of paragraph (a) above, (1) the Company shall use audited
financial statements for the portions of the relevant period for which audited
financial statements are available on the date of determination and unaudited
financial statements and other current financial data based on the books and
records of the Company for the remaining portion of such period and (2) the
Company shall be permitted to rely in good faith on the financial statements and
other financial data derived from the books and records of the Company that are
available on the date of determination. If the Company makes a Restricted
Payment which, at the time of the making of such Restricted Payment would in the
good faith determination of the Company be permitted under the requirements of
this Indenture, such Restricted Payment shall be deemed to have been made in
compliance with this Indenture notwithstanding any subsequent adjustments made
in good faith to the Company's financial statements affecting Consolidated
Adjusted Net Income of the Company for any period.

            SECTION 1012. Limitation on Issuances and Sales of Restricted
Subsidiary Stock.

            The Company (i) will not permit any Restricted Subsidiary to issue
any Capital Stock (other than to the Company or a wholly-owned Restricted
Subsidiary) and (ii) will not permit any Person (other than the Company or a
wholly-owned Restricted Subsidiary) to own any Capital Stock of any Restricted
Subsidiary; provided, however, that this covenant shall not prohibit (1) the
issuance and sale of all, but not less than all, of the issued and outstanding
Capital Stock of any Restricted Subsidiary owned by the Company or any of its
Restricted Subsidiaries in compliance with the other provisions of this
Indenture, (2) the ownership by directors of director's qualifying shares or the
ownership by foreign nationals of Capital Stock of any Restricted Subsidiary, to
the extent mandated by applicable law or (3) the issuance and sale of Capital
Stock by a Restricted Subsidiary, or the ownership by any Person of any Capital
Stock of a Restricted Subsidiary, if, in each case, the Company has made, or is
making, an Investment in such Restricted Subsidiary pursuant to clause (v) of
the definition of Permitted Investment.

            SECTION 1013. Limitation on Transactions with Affiliates.

            The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, enter into or suffer to exist any transaction with,
or for the benefit of, any Affiliate of the Company or any beneficial owner of
5% or more of any class of the Company's Capital Stock at any time outstanding
("Interested Persons"), unless (i) such transaction is among the Company and
wholly-owned Restricted Subsidiaries or (ii) (A) such transaction is on terms
that are no less

                                       66
<PAGE>   77
favorable to the Company, or such Restricted Subsidiary, as the case may be,
than those which could have been obtained in an arm's length transaction with
third parties who are not Interested Persons, (B) with respect to any
transaction involving aggregate consideration equal to or greater than $2
million, the Company has delivered an Officers' Certificate to the Trustee
certifying that such transaction complies with clause (ii)(A) above, and (C)
with respect to any transaction involving aggregate consideration equal to or
greater than $5 million, such transaction has been approved by the Board of
Directors (including a majority of the Disinterested Directors); provided,
however, that this covenant will not restrict the Company from paying reasonable
and customary regular compensation and fees to directors of the Company or any
Restricted Subsidiary who are not employees of the Company or any Restricted
Subsidiary and Restricted Payments that are permitted by the provisions of
Section 1011 of this Indenture shall not be deemed to be subject to the
provisions of this Section 1013.

            SECTION 1014. Limitation on Liens Securing Pari Passu Indebtedness
or Subordinated Indebtedness.

            (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Lien (other than Permitted Liens) securing Pari Passu Indebtedness or
Subordinated Indebtedness of the Company on or with respect to any of its
property or assets, including any shares of stock or indebtedness of any
Restricted Subsidiary, whether owned at the date of the Indenture or thereafter
acquired, or any income, profits or proceeds therefrom, or assign or otherwise
convey any right to receive income thereon, unless (x) in the case of any Lien
securing Pari Passu Indebtedness of the Company, the Securities are secured by a
Lien on such property, assets or proceeds that is senior in priority to or pari
passu with such Lien and (y) in the case of any Lien securing Subordinated
Indebtedness of the Company, the Securities are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Lien.

            (b) The Company will not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume or suffer to exist any Lien (other
than Permitted Liens) securing Indebtedness of such Restricted Subsidiary that
is pari passu to or subordinate in right of payment to the Guarantee of such
Subsidiary, on or with respect to any of such Restricted Subsidiary's properties
or assets, including any shares of stock or Indebtedness of any Subsidiary of
such Restricted Subsidiary, whether owned at the date of the Indenture or
thereafter acquired, or any income, profits or proceeds therefrom, or assign or
otherwise convey any right to receive income thereon, unless (x) in the case of
any Lien securing Indebtedness of the Restricted Subsidiary that is pari passu
in right of payment to the Guarantee of such Restricted Subsidiary, such
Guarantee is secured by a Lien on such property, assets or proceeds that is
senior in priority to or pari passu with such Lien and (y) in the case of any
Lien securing Indebtedness of the Restricted Subsidiary that is subordinate in
right of payment to the Guarantee of such Restricted Subsidiary, such Guarantee
is secured by a Lien on such property, assets or proceeds that is senior in
priority to such Lien.

           SECTION 1015. Change of Control.

            (a) Upon the occurrence of a Change of Control, the Company shall be
obligated to make an offer to purchase all of the outstanding Securities (a
"Change of Control Offer"), and shall purchase, on a business day (the "Change
of Control Purchase Date") not more than 70 nor less than

                                       67
<PAGE>   78
60 days following the Change of Control, all of the then outstanding Securities
validly tendered pursuant to such Change of Control Offer, at a purchase price
(the "Change of Control Purchase Price") equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the Change of Control
Purchase Date. The Change of Control Offer is required to remain open for at
least 20 Business Days and until the close of business on the Change of Control
Purchase Date.

            (b) In order to effect such Change of Control Offer, the Company
shall, not later than the 30th day after the Change of Control, notify the
Trustee thereof and mail to each Holder and the Banks notice of the Change of
Control Offer in the manner provided in Section 107, which notice shall govern
the terms of the Change of Control Offer and shall state:

            (1) that a Change of Control has occurred and that such Holder has
      the right to require the Company to repurchase such Holder's Securities at
      the Change of Control Purchase Price.

            (2) the circumstances and relevant facts regarding such Change of
      Control (including but not limited to information with respect to pro
      forma historical income, cash flow and capitalization after giving effect
      to such Change of Control);

            (3) the Change of Control Purchase Date; and

            (4) the instructions a Holder must follow in order to have its
      Securities repurchased in accordance with paragraph (c) of this Section.

            (c) Holders electing to have Securities purchased will be required
to surrender such Securities to the Company at the address specified in the
notice at least five Business Days prior to the Change of Control Purchase Date.
Holders will be entitled to withdraw their election if the Company receives, not
later than three Business Days prior to the Change of Control Purchase Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Securities delivered for purchase by the
Holder as to which his election is to be withdrawn and a statement that such
Holder is withdrawing his election to have such Securities purchased. Holders
whose Securities are purchased only in part will be issued new Securities equal
in principal amount of the unpurchased portion of the Securities surrendered.

            (d) The Company will comply with Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable, in the event that a Change of Control occurs and
the Company is required to purchase Securities as described above.

            SECTION 1016. Limitation on Disposition of Proceeds of Asset Sales.

            (a) The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Sale unless (i) such Asset Sale is for not
less than the Fair Market Value of the assets sold (as determined by the Board
of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution) and (ii) the consideration received by the
Company or the relevant Restricted Subsidiary in respect of such Asset Sale
consists of at least 75% cash or

                                      -68-
<PAGE>   79
Cash Equivalents; provided that the Company and its Restricted Subsidiaries may
engage in Asset Sales for consideration not in the form of cash or Cash
Equivalents in amounts in excess of that permitted in this clause (ii), so long
as (x) such excess consideration is in the form of Fully Traded Common Stock,
(y) the aggregate Fair Market Value of such Fully Traded Common Stock received
by the Company and its Restricted Subsidiaries (measured as of the date of
receipt) from all Asset Sales in reliance on this proviso since the date of this
Indenture that has not been converted into cash or Cash Equivalents does not
exceed $10,000,000 and (z) any Fully Traded Common Stock that is converted into
cash or Cash Equivalents shall be applied as provided in paragraphs (b) and (c)
of this Section 1016.

            (b) If the Company or any Restricted Subsidiary engages in an Asset
Sale, the Company may use the Net Cash Proceeds thereof, within 12 months after
such Asset Sale, to (i) repay or prepay any then outstanding Senior Indebtedness
of the Company or Indebtedness of any Restricted Subsidiary or Indebtedness
represented by the 8% Notes or the 9 1/2% Notes or (ii) invest (or enter into a
legally binding agreement to invest) in properties and assets to replace the
properties and assets that were the subject of the Asset Sale or in properties
and assets that will be used in businesses of the Company or its Restricted
Subsidiaries, as the case may be, existing on the Closing Date or in businesses
reasonably related thereto. If any such legally binding agreement to invest such
Net Cash Proceeds is terminated, then the Company may, within 90 days of such
termination or within 12 months of such Asset Sale, whichever is later, invest
such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the
parenthetical contained in such clause (ii)) above. The amount of such Net Cash
Proceeds not so used as set forth above in this paragraph (b) constitutes
"Excess Proceeds."

            (c) When the aggregate amount of Excess Proceeds exceeds
$10,000,000, the Company shall, within 15 Business Days, make an offer to
purchase (an "Excess Proceeds Offer") from all holders of Securities and from
the holders of any Pari Passu Indebtedness, to the extent required by the terms
thereof, on a pro rata basis, in accordance with the procedures set forth below,
the maximum principal amount (expressed as a multiple of $1,000) of Securities
and any Pari Passu Indebtedness, if any, that may be purchased with the Excess
Proceeds. The offer price as to each Security and any Pari Passu Indebtedness,
if any, shall be payable in cash in an amount equal to 100% of the principal
amount of such Security and any Pari Passu Indebtedness, if any, plus accrued
and unpaid interest, if any, to the date such Excess Proceeds Offer is
consummated. To the extent that the aggregate principal amount of Securities and
any Pari Passu Indebtedness, if any, tendered pursuant to an Excess Proceeds
Offer is less than the Excess Proceeds, the Company may use such deficiency for
general corporate purposes. If the aggregate principal amount of Securities and
any Pari Passu Indebtedness, if any, validly tendered and not withdrawn by
holders thereof exceeds the Excess Proceeds, Securities and any Pari Passu
Indebtedness, if any, to be purchased will be selected on a pro rata basis on
the basis of the aggregate principal amount of tendered Securities and any Pari
Passu Indebtedness. Upon completion of such offer to purchase, the amount of
Excess Proceeds shall be reset to zero.

                                      -69-
<PAGE>   80
            SECTION 1017. Limitation on Guarantees of Indebtedness by Restricted
Subsidiaries.

            (a) The Company will not permit any Restricted Subsidiary to
guarantee the payment of any Indebtedness of the Company or any Indebtedness of
any other Restricted Subsidiary unless (i) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee of payment of the Securities by such Restricted
Subsidiary except that (A) if the Securities are subordinated in right of
payment to such Indebtedness, the Guarantee under the supplemental indenture
shall be subordinated to such Restricted Subsidiary's guarantee with respect to
such Indebtedness substantially to the same extent as the Securities are
subordinated to such Indebtedness under this Indenture and (B) if such
Indebtedness is by its express terms subordinated in right of payment to the
Securities, any such guarantee by such Restricted Subsidiary with respect to
such Indebtedness shall be subordinated in right of payment to such Restricted
Subsidiary's Guarantee with respect to the Securities substantially to the same
extent as such Indebtedness is subordinated to the Securities; (ii) such
Restricted Subsidiary waives and will not in any manner whatsoever claim or take
the benefit or advantage of, any rights of reimbursement, indemnity or
subrogation or any other rights against the Company or any other Restricted
Subsidiary as a result of any payment by such Restricted Subsidiary under its
Guarantee; (iii) such Restricted Subsidiary shall appoint CT Corporation in New
York City as its agent for the service of process; and (iv) such Restricted
Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that
(A) such appointment of CT Corporation is valid, (B) such Guarantee of the
Securities has been duly executed and authorized and (C) such Guarantee of the
Securities constitutes a valid, binding and enforceable obligation of such
Restricted Subsidiary, except insofar as enforcement thereof may be limited by
bankruptcy, insolvency or similar laws (including, without limitation, all laws
relating to fraudulent transfers) and except insofar as enforcement thereof is
subject to general principles of equity; provided that this paragraph (a) shall
not be applicable to any Guarantee of any Restricted Subsidiary that (x) existed
at the time such Person became a Restricted Subsidiary of the Company and (y)
was not incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary of the Company.

            (b) Notwithstanding the foregoing and the other provisions of this
Indenture, any Guarantee by a Restricted Subsidiary of the Securities shall
provide by its terms that it shall be automatically and unconditionally released
and discharged upon (i) any sale, exchange or transfer, to any Person not an
Affiliate of the Company, of all of the Company's Capital Stock in, or all or
substantially all the assets of, such Restricted Subsidiary (which sale,
exchange or transfer is not prohibited by this Indenture) or (ii) the release or
discharge of the Guarantee which resulted in the creation of such Guarantee,
except a discharge or release by or as a result of payment under such guarantee.

            SECTION 1018. Limitation on Dividends and Other Payment Restrictions
Affecting Restricted Subsidiaries.

            The Company will not, and will not permit any Restricted Subsidiary
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 of the Company to (a) pay dividends, in cash or otherwise, or make
any other distributions on or in respect of its Capital Stock or any other
interest or

                                      -70-
<PAGE>   81
participation in, or measured by, its profits, (b) pay any Indebtedness owed to
the Company or any other Restricted Subsidiary of the Company, (c) make loans or
advances to the Company or any other Restricted Subsidiary of the Company or (d)
transfer any of its properties or assets to the Company or any other Restricted
Subsidiary of the Company, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) customary non-assignment
provisions of any lease governing a leasehold interest of the Company or any
Restricted Subsidiary of the Company, (iii) any agreement or other instrument of
a Person acquired by the Company or any Restricted Subsidiary of the Company in
existence at the time of such acquisition (but not created in contemplation
thereof), 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, (iv) any agreement in existence on the
Closing Date (to the extent of any encumbrances or restrictions in existence
thereunder on the Closing Date) and (v) any agreement providing for the
incurrence of Indebtedness of Restricted Subsidiaries pursuant to either clause
(x) of paragraph (b) of Section 1010 or clause (vii) of the definition of
Permitted Subsidiary Indebtedness; provided that any Restricted Subsidiary
(including, without limitation, BEAH(UK)) that becomes subject to any such
encumbrances or restrictions pursuant to this clause (v) shall Guarantee the
Securities in compliance with the provisions of clause (i) of paragraph (b) and
clauses (i)(A), (ii) and (iii) of paragraph (a) of Section 1017 for so long as
such encumbrances or restrictions shall exist (and will thereafter be released
from such Guarantee).

            SECTION 1019. Limitation on Other Senior Subordinated Indebtedness.

            The Company will not, and will not permit any Restricted Subsidiary
to, incur, create, assume, guarantee or in any other manner become directly or
indirectly liable with respect to or responsible for, or permit to remain
outstanding, any Indebtedness, other than the Securities, that is subordinate or
junior in right of payment to any Senior Indebtedness unless such Indebtedness
is also pari passu with, or subordinate in right of payment to, the Securities
pursuant to provisions substantially similar to those contained in Article
Thirteen.

            SECTION 1020. Waiver of Certain Covenants.

            The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 803 or Sections 1007 through
1019, inclusive, if before or after the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities, by Act of
such Holders, waive such compliance in such instance with such term, provision
or condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full
force and effect; provided, however, that the Holders of each Outstanding
Security affected thereby is required to waive the obligation of the Company to
make and consummate a Change in Control Offer in the event of a Change of
Control or make and consummate an Offer with respect to any Asset Sale.

                                      -71-
<PAGE>   82
                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

            SECTION 1101. Right of Redemption.

            The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at any time after May 1, 2006, subject to
the conditions and at the Redemption Prices specified in the form of Security,
together with accrued interest to the Redemption Date.

            In addition, at any time or from time to time, on or prior to May 1,
2004, the Company may, at its option, redeem up to 35% of the aggregate
principal amount of the Securities originally issued under this Indenture at a
Redemption Price equal to 108.875% of the aggregate principal amount thereof,
plus accrued and unpaid interest thereon, if any, 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 Securities issued under this Indenture
remains outstanding immediately after the occurrence of such redemption;
provided further such redemption occurs within 60 days of the date of closing of
each such Equity Offering.

            SECTION 1102. Applicability of Article.

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

            SECTION 1103. Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed and shall deliver to the
Trustee such documentation and records as shall enable the Trustee to select the
Securities to be redeemed pursuant to Section 1104.

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

            If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 30 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal of Securities; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000.

                                      -72-
<PAGE>   83
            The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

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

            SECTION 1105. Notice of Redemption.

            Notice of redemption shall be given in the manner provided for in
Section 107 not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

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

            (4) that on the Redemption Date the Redemption Price (together with
      accrued interest, if any, to the Redemption Date payable as provided in
      Section 1107) will become due and payable upon each such Security, or the
      portion thereof, to be redeemed, and that interest thereon will cease to
      accrue on and after said date,

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

            (6) the CUSIP number.

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

            SECTION 1106. Deposit of Redemption Price.

            Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and accrued interest on, all
the Securities which are to be redeemed on that date.

                                      -73-
<PAGE>   84
            SECTION 1107. Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 309.

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

            SECTION 1108. Securities Redeemed in Part.

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

                                      -74-
<PAGE>   85
                                 ARTICLE TWELVE

                       DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 1201. Company's Option to Effect Defeasance or Covenant
Defeasance.

            The Company may, at its option by Board Resolution, at any time,
with respect to the Securities, elect to have either Section 1202 or Section
1203 be applied to all Outstanding Securities upon compliance with the
conditions set forth below in this Article Twelve.

            SECTION 1202. Defeasance and Discharge.

            Upon the Company's exercise under Section 1201 of the option
applicable to this Section 1202, the Company and the Guarantors shall be deemed
to have been discharged from their respective obligations with respect to all
Outstanding Securities on the date the conditions set forth in Section 1204 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities, which shall thereafter
be deemed to be "Outstanding" only for the purposes of Section 1205 and the
other Sections of this Indenture referred to in (A) and (B) below, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities to receive,
solely from the trust fund described in Section 1204 and as more fully set forth
in such Section, payments in respect of the principal of (and premium, if any,
on) and interest on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 304, 305,
308, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article Twelve. Subject to compliance with this
Article Twelve, the Company may exercise its option under this Section 1202
notwithstanding the prior exercise of its option under Section 1203 with respect
to the Securities.

            SECTION 1203. Covenant Defeasance.

            Upon the Company's exercise under Section 1201 of the option
applicable to this Section 1203, the Company and the Guarantors shall be
released from their respective obligations under any covenant contained in
Section 801 and Section 803 and in Sections 1007 through 1019 with respect to
the Outstanding Securities on and after the date the conditions set forth below
are satisfied (hereinafter, "covenant defeasance"), and the Securities shall
thereafter be deemed not to be "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. For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities, 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

                                      -75-
<PAGE>   86
under Section 501(3) or Section 501(4), but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby.

            SECTION 1204. Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of either
Section 1202 or Section 1203 to the Outstanding Securities:

            (1) The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 607 who shall agree to comply with the provisions of this
      Article Twelve applicable to it) as trust funds in trust for the purpose
      of making the following payments, specifically pledged as security for,
      and dedicated solely to, the benefit of the Holders of such Securities,
      (A) money in an amount, or (B) U.S. Government Obligations which through
      the scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, sufficient, in the opinion of a nationally recognized firm of
      independent public accountants expressed in a written certification
      thereof delivered to the Trustee, to pay and discharge, and which shall be
      applied by the Trustee (or other qualifying trustee) to pay and discharge,
      the principal of (and premium, if any, on) and interest on the Outstanding
      Securities on the Stated Maturity (or Redemption Date, if applicable) of
      such principal (and premium, if any) or installment of interest; provided
      that the Trustee shall have been irrevocably instructed to apply such
      money or the proceeds of such U.S. Government Obligations to said payments
      with respect to the Securities. Before such a deposit, the Company may
      give to the Trustee, in accordance with Section 1103 hereof, a notice of
      its election to redeem all of the Outstanding Securities at a future date
      in accordance with Article Eleven hereof, which notice shall be
      irrevocable. Such irrevocable redemption notice, if given, shall be given
      effect in applying the foregoing. For this purpose, "U.S. Government
      Obligations" means securities that are (x) direct obligations of the
      United States of America for the timely payment of which its full faith
      and credit is pledged or (y) obligations of a Person controlled or
      supervised by and acting as an agency or instrumentality of the United
      States of America the timely payment of which is unconditionally
      guaranteed as a full faith and credit obligation by the United States of
      America, which, in either case, are not callable or redeemable at the
      option of the issuer thereof, and shall also include a depository receipt
      issued by a bank (as defined in Section 3(a)(2) of the Securities Act of
      1933, as amended), as custodian with respect to any such U.S. Government
      Obligation or a specific payment of principal of or interest on any such
      U.S. Government Obligation held by such custodian for the account of the
      holder of such depository receipt, provided that (except as required by
      law) such custodian is not authorized to make any deduction from the
      amount payable to the holder of such depository receipt from any amount
      received by the custodian in respect of the U.S. Government Obligation or
      the specific payment of principal of or interest on the U.S. Government
      Obligation evidenced by such depository receipt.

            (2) No Default or Event of Default with respect to the Securities
      shall have occurred and be continuing on the date of such deposit.

                                      -76-
<PAGE>   87
            (3) Such defeasance or covenant defeasance shall not cause the
      Trustee to have a conflicting interest, as determined by the Trustee, with
      respect to any securities of the Company or any Guarantor.

            (4) Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a default under, this Indenture or
      any other material agreement or instrument to which the Company or any
      Guarantor is a party or by which it is bound.

            (5) In the case of an election under Section 1202, the Company shall
      have delivered to the Trustee an Opinion of Counsel stating that (x) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling, or (y) since April 17, 2001 there has been a
      change in the applicable federal income tax law, in either case to the
      effect that, and based thereon such opinion shall confirm that, the
      Holders of the Outstanding Securities will not recognize income, gain or
      loss for federal income tax purposes as a result of such 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
      defeasance had not occurred.

            (6) In the case of an election under Section 1203, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of the Outstanding Securities 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.

            (7) The Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that after the 91st day following the deposit, the
      trust funds will not be subject to the effect of any applicable
      bankruptcy, insolvency, reorganization or similar laws affecting
      creditors' rights generally.

            (8) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel satisfactory to the Trustee, which,
      taken together, state that all conditions precedent provided for relating
      to either the defeasance under Section 1202 or the covenant defeasance
      under Section 1203 (as the case may be) have been complied with.

            (9) No event or condition shall exist that pursuant to the
      provisions of Section 1302 or 1303 would prevent the Company from making
      payments of the principal of (and premium, if any, on) or interest on the
      Securities on the date of such deposit or at any time during the period
      ending on the 91st day after the date of such deposit (it being understood
      that this condition shall not be deemed satisfied until the expiration of
      such period).

            SECTION 1205. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.

                                      -77-
<PAGE>   88
            Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 1205, the "Trustee") pursuant to Section 1204 in respect of the
Outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Governmental Obligations
deposited pursuant to Section 1204 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 Securities.

            Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1204 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance, as applicable, in accordance with this Article.

            SECTION 1206. Reinstatement.

            If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1205 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1202 or 1203, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1205; provided, however, that if the Company makes any payment of
principal of (or premium, if any, on) or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.

                                      -78-
<PAGE>   89
                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES

            SECTION 1301. Securities Subordinate to Senior Indebtedness.

            The Company covenants and agrees, and each Holder of a Security, by
his acceptance thereof, likewise covenants and agrees, for the benefit of the
holders, from time to time, of Senior Indebtedness that, to the extent and in
the manner hereinafter set forth in this Article, the Indebtedness represented
by the Securities and the payment of the principal of (and premium, if any) and
interest on each and all of the Securities are hereby expressly made subordinate
and subject in right of payment as provided in this Article to the prior payment
in full of all Senior Indebtedness; provided, however, that the Securities, the
Indebtedness represented thereby and the payment of the principal of (and
premium, if any) and interest on the Securities in all respects shall rank
equally with, or prior to, all existing and future unsecured indebtedness
(including, without limitation, Indebtedness) of the Company that is
subordinated to Senior Indebtedness.

            SECTION 1302. Payment Over of Proceeds upon Dissolution, Etc.

            In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relating to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets or liabilities of the Company, then and in any
such event

            (1) the holders of Senior Indebtedness shall be entitled to receive
      payment in full of all amounts due on or in respect of all Senior
      Indebtedness, or provision shall be made for such payment in cash or Cash
      Equivalents, before the Holders of the Securities are entitled to receive
      any payment or distribution of any kind or character (other than any
      payment or distribution in the form of equity securities or subordinated
      securities of the Company or any successor obligor with respect to the
      Senior Indebtedness provided for by a plan of reorganization or
      readjustment that, in the case of any such subordinated securities, are
      subordinated in right of payment to all Senior Indebtedness that may at
      the time be outstanding at least to the same extent as the Securities are
      so subordinated as provided in this Article (such equity securities or
      subordinated securities hereinafter being "Permitted Junior Securities"))
      on account of principal of (or premium, if any, on) or interest on the
      Securities; and

            (2) any payment or distribution of assets of the Company of any kind
      or character, whether in cash, property or securities (other than a
      payment or distribution in the form of Permitted Junior Securities), by
      set-off or otherwise, to which the Holders or the Trustee would be
      entitled but for the provisions of this Article shall be paid by the
      liquidating trustee or agent or other person making such payment or
      distribution, whether a trustee in bankruptcy, a receiver or liquidating
      trustee or otherwise, directly to the holders of Senior Indebtedness or
      their representative or representatives or to the trustee or trustees
      under any indenture under

                                      -79-
<PAGE>   90
      which any instruments evidencing any of such Senior Indebtedness may have
      been issued, ratably according to the aggregate amounts remaining unpaid
      on account of the Senior Indebtedness held or represented by each, to the
      extent necessary to make payment in full in cash or Cash Equivalents of
      all Senior Indebtedness remaining unpaid, after giving effect to any
      concurrent payment or distribution to the holders of such Senior
      Indebtedness; and

            (3) in the event that, notwithstanding the foregoing provisions of
      this Section, the Trustee or the Holder of any Security shall have
      received any payment or distribution of assets of the Company of any kind
      or character, whether in cash, property or securities, in respect of
      principal of (and premium, if any) or interest on the Securities before
      all Senior Indebtedness is paid in full or payment thereof provided for,
      then and in such event such payment or distribution (other than a payment
      or distribution in the form of Permitted Junior Securities) shall be paid
      over or delivered forthwith to the trustee in bankruptcy, receiver,
      liquidating trustee, custodian, assignee, agent or other Person making
      payment or distribution of assets of the Company for application to the
      payment of all Senior Indebtedness remaining unpaid, to the extent
      necessary to pay all Senior Indebtedness in full, after giving effect to
      any concurrent payment or distribution to or for the holders of Senior
      Indebtedness.

            The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance, transfer or lease of its properties and assets substantially as
an entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets
and liabilities of the Company for the purposes of this Section if the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance, transfer or lease such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance, transfer or lease, comply with the conditions
set forth in Article Eight.

            SECTION 1303. Suspension of Payment When Senior Indebtedness in
Default.

            (a) Unless Section 1302 shall be applicable, upon the occurrence of
a Payment Event of Default, no payment (other than payments made pursuant to
Article Twelve from monies or U.S. Government Obligations previously deposited
with the Trustee) or distribution of any assets of the Company of any kind or
character, whether in cash, property or securities (other than Permitted Junior
Securities), shall be made by or on behalf of the Company on account of
principal of (or premium, if any) or interest on the Securities or on account of
the purchase or redemption or other acquisition or defeasance of Securities
unless and until such Payment Event of Default shall have been cured or waived
in writing or shall have ceased to exist or the Designated Senior Indebtedness
to which the Payment Event of Default is related shall have been discharged or
paid in full in cash or Cash Equivalents, after which the Company shall resume
making any and all required payments in respect of the Securities, including any
missed payments.

            (b) Unless Section 1302 shall be applicable, upon (1) the occurrence
of a Non-payment Event of Default and (2) receipt by the Trustee from the Agent
Bank or any other representative of holders of Designated Senior Indebtedness of
written notice of such occurrence, then no payment (other than payments made
pursuant to Article Twelve from monies or U.S.

                                      -80-
<PAGE>   91
Government Obligations previously deposited with the Trustee) or distribution of
any assets of the Company of any kind or character, whether in cash, property or
securities (other than Permitted Junior Securities), shall be made by or on
behalf of the Company on account of any principal of (or premium, if any) or
interest on the Securities or on account of the purchase or redemption or other
acquisition or defeasance of Securities for a period ("Payment Blockage Period")
commencing on the date of receipt by the Trustee of such notice from the Agent
Bank or such other representative unless and until (subject to any blockage of
payments that may then be in effect under paragraph (a) of this Section) (x)
more than 179 days shall have elapsed since receipt of such written notice by
the Trustee (provided that any Designated Senior Indebtedness as to which notice
was given shall not theretofore have been accelerated), (y) such Non-payment
Event of Default shall have been cured or waived in writing or shall have ceased
to exist or such Designated Senior Indebtedness shall have been discharged or
paid in full in cash or Cash Equivalents or (z) such Payment Blockage Period,
shall have been terminated by written notice to the Company or the Trustee from
the Agent Bank or such other representative initiating such Payment Blockage
Period, after which, in the case of clause (x), (y) or (z), the Company shall
resume making any and all required payments in respect of the Securities,
including any missed payments. Notwithstanding any other provision of this
Agreement, only one Payment Blockage Period may be commenced within any
consecutive 365-day period, and no event of default with respect to Designated
Senior Indebtedness which existed or was continuing on the date of the
commencement of any Payment Blockage Period initiated by or behalf of such
Designated Senior Indebtedness shall be, or be made, the basis for the
commencement of a subsequent Payment Blockage Period, whether or not within a
period of 365 consecutive days, unless such event of default shall have been
cured or waived for a period of not less than 90 consecutive days subsequent to
the commencement of such initial Payment Blockage Period (it being acknowledged
that any breach of any financial covenant for the period commencing after the
date of commencement of such Payment Blockage Period which would give rise to a
Non-payment Default pursuant to any provision under which a Non-payment Default
previously existed or was continuing shall constitute a new Non-payment
Default). In no event will a Payment Blockage Period extend beyond 179 days.

            (c) In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, then and in such event such payment
shall be paid over and delivered forthwith to the Company.

            SECTION 1304. Payment Permitted If No Default.

            Nothing contained in this Article or elsewhere in this Indenture or
in any of the Securities shall prevent the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding
up, assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 1302 or under the conditions
described in Section 1303, from making payments at any time of principal of (and
premium, if any, on) or interest on the Securities.

            SECTION 1305. Subrogation to Rights of Holders of Senior
Indebtedness.

            Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities

                                      -81-
<PAGE>   92
shall be subrogated (equally and ratably with the holders of all indebtedness of
the Company which by its express terms is subordinated to Senior Indebtedness of
the Company to the same extent as the Securities are subordinated and which is
entitled to like rights of subrogation) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of (and
premium, if any) and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of
Senior Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article, and no payments over pursuant to the provisions of this Article to
the holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

            SECTION 1306. Provisions Solely to Define Relative Rights.

            The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as between the Company and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness.

            SECTION 1307. Trustee to Effectuate Subordination.

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

            SECTION 1308. 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 on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

            (b) Without in any way limiting the generality of paragraph (a) of
this Section, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the

                                      -82-
<PAGE>   93
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (1) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (3) release any Person liable in any manner for the collection of
Senior Indebtedness; and (4) exercise or refrain from exercising any rights
against the Company and any other Person.

            SECTION 1309. Notice to Trustee.

            (a) The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company, the Agent Bank or a holder of Senior Indebtedness or from any trustee,
fiduciary or agent therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be
entitled in all respects to assume that no such facts exist; provided, however,
that, if the Trustee shall not have received the notice provided for in this
Section at least three Business Days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

            (b) Subject to TIA Sections 315(a) through 315(d), the Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee,
fiduciary or agent therefor) to establish that such notice has been given by a
holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

                                      -83-
<PAGE>   94
            SECTION 1310. Reliance on Judicial Order or Certificate of
Liquidating Agent.

            Upon any payment or distribution of assets of the Company referred
to in this Article, the Trustee, subject to TIA Sections 315(a) through 315(d),
and the Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of 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.

            SECTION 1311. Rights of Trustee As a Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

            The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 606.

            SECTION 1312. Article Applicable to Paying Agents.

            In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1311 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

            SECTION 1313. No Suspension of Remedies.

            Nothing contained in this Article shall limit the right of the
Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Article Five or to pursue any rights or
remedies hereunder or under applicable law.

            SECTION 1314. Trust Moneys Not Subordinated.

            Notwithstanding anything contained herein to the contrary, payments
from cash or the proceeds of U.S. Government Obligations held in trust under
Article Thirteen hereof by the Trustee (or other qualifying trustee) and which
were deposited in accordance with the terms of Article Thirteen hereof and not
in violation of Section 1303 hereof for the payment of principal of (and
premium, if any) and interest on the Securities shall not be subordinated to the
prior payment of any Senior Indebtedness or subject to the restrictions set
forth in this Article Thirteen, and none of the

                                      -84-
<PAGE>   95
Holders shall be obligated to pay over any such amount to the Company or any
holder of Senior Indebtedness or any other creditor of the Company.

                                      -85-

<PAGE>   96
            This Indenture may be signed in any number of counterparts each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Indenture.

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



                                           BE AEROSPACE, INC.


                                           By /s/ Thomas P. McCaffrey
                                              ----------------------------------
                                              Title: Chief Financial Officer





                                           THE BANK OF NEW YORK


                                           By /s/ Mary LaGumina
                                              ---------------------------------
                                              Title: Vice President
<PAGE>   97
STATE OF New York  )
                   )  ss.:
COUNTY OF New York )



            On the 17th day of April, 2001, before me personally came Thomas P.
McCaffrey to me known who, being by me duly sworn, did depose and say that he is
Chief Financial Officer of BE Aerospace, Inc., one of the corporations described
in and which executed the foregoing instrument, and that he signed his name
thereto by like authority.




                                          /s/ Harry Li
                                          ----------------------------------
                                          Notary Public, State of New York
                                          No. 01L16025070
                                          Qualified in Kings County
                                          Commission Expires May 17, 2001
<PAGE>   98
                                                                       Exhibit A
                               [FACE OF SECURITY]

                               BE AEROSPACE, INC.

              8 7/8% [Series B]** Senior Subordinated Note due 2011


                                                               CUSIP 055381 AJ 6

No. _______                                                    $250,000,000

            BE AEROSPACE, INC., a Delaware corporation (the "Company", which
term includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to ________________________________, or its
registered assigns, the principal sum of ____________________________________
($___________), on ____________, 2011.

            [Initial Interest Rate:                  8 7/8% per annum.]*

            [Interest Rate:                          8 7/8% per annum.]**

            Interest Payment Dates:                  May 1 and November 1 of
                                                     each year commencing
                                                     November 1, 2001.

            Regular Record Dates:                    April 15 and October 15 of
                                                     each year.

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

-------
* Include only for Initial Securities.
** Include only for Exchange Securities.

                                    Exh. A-1
<PAGE>   99
            IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

Date:                                            BE AEROSPACE, INC.


                                                 By: __________________________
                                                     Title:

                                    Exh. A-2
<PAGE>   100
                (Form of Trustee's Certificate of Authentication)



            This is one of the 8 7/8% [Series B]** Senior Subordinated Notes due
2011 described in the within-mentioned Indenture.


                                          THE BANK OF NEW YORK, as Trustee


Date:  April [__], 2001                   By:  ________________________________
                                                     Authorized Signatory

---
** Include only for Exchange Securities.


                                    Exh. A-3
<PAGE>   101
                           [REVERSE SIDE OF SECURITY]

                               BE AEROSPACE, INC.

              8 7/8% [Series B]** Senior Subordinated Note due 2011


1.          Principal and Interest; Subordination.

            The Company will pay the principal of this Security on May 1, 2011.

            The Company promises to pay interest on the principal amount of this
Security on each Interest Payment Date, as set forth below, at the rate of [8
7/8% per annum (subject to adjustment as provided below)]* [8 7/8% per annum,
except that interest accrued on this Security pursuant to the penultimate
paragraph of this Section 1 for periods prior to the applicable Exchange Date
(as such term is defined in the Registration Rights Agreement referred to below)
will accrue at the rate or rates borne by the Securities from time to time
during such periods.]**

            Interest will be payable semiannually (to the holders of record of
the Securities (or any predecessor Securities) at the close of business on the
15th of April or October immediately preceding the Interest Payment Date) on
each Interest Payment Date, commencing November 1, 2001.

            [The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement, dated April 17, 2001, between the Company and the
Purchasers named therein (the "Registration Rights Agreement"). In the event
that either (a) the Exchange Offer Registration Statement (as such term is
defined in the Registration Rights Agreement) is not filed with the Securities
and Exchange Commission on or prior to the 60th calendar day following the date
of original issue of the Securities, (b) the Exchange Offer Registration
Statement has not been declared effective on or prior to the 120th calendar day
following the date of original issue of the Securities or (c) the Exchange Offer
(as such term is defined in the Registration Rights Agreement) is not
consummated or a Shelf Registration Statement (as such term is defined in the
Registration Rights Agreement) is not declared effective on or prior to the
150th calendar day following the date of original issue of the Securities, the
interest rate borne by this Security shall be increased by one-half of one
percent per annum following such 60-day period in the case of (a) above,
following such 120-day period in the case of (b) above or following such 150-day
period in the case of (c) above. The aggregate amount of such increase from the
original interest rate pursuant to these provisions shall in no event exceed
one-half of one percent per annum. Upon (x) the filing of the Exchange Offer
Registration Statement after the 60-day period described in clause (a) above,
(y) the effectiveness of the Exchange Offer Registration Statement after the
120-day period described in clause (b) above or (z) the consummation of the
Exchange Offer or the effectiveness of a Shelf Registration Statement, as the
case may be, after the 150-day period described in clause (c) above, the
interest rate borne by this


-------
* Include only for Initial Securities.
** Include only for Exchange Securities.

                                    Exh A-4
<PAGE>   102
Security from the date of such filing, effectiveness or consummation, as the
case may be, will be reduced to the interest rate set forth above.]*

            Interest on this Security will accrue from the most recent date to
which interest has been paid [on this Security or the Security surrendered in
exchange herefor]** or, if no interest has been paid, from April 17, 2001;
provided that, if there is no existing default in the payment of interest and if
this Security is authenticated between a Regular Record Date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall accrue
from such Interest Payment Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

            The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
a rate per annum equal to the rate of interest applicable to the Securities.

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

2.          Method of Payment.

            The Company will pay interest (except defaulted interest) on the
principal amount of the Securities on each May 1 and November 1 to the persons
who are Holders (as reflected in the Security Register at the close of business
on the April 15 and October 15 immediately preceding the Interest Payment Date),
in each case, even if the Security is cancelled on registration of transfer or
registration of exchange after such record date; provided that, with respect to
the payment of principal, the Company will make payment to the Holder that
surrenders this Security to any Paying Agent on or after May 1, 2011.

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


-------
* Include only for Initial Securities.
** Include only for Exchange Securities.

                                    Exh. A-5
<PAGE>   103
3.          Paying Agent and Registrar.

            Initially, the Trustee will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar upon written notice thereto.
The Company, any Subsidiary or any Affiliate of any of them may act as Paying
Agent, Registrar or co-registrar.

4.          Indenture; Limitations.

            The Company issued the Securities under an Indenture dated as of
April 17, 2001 (the "Indenture"), between the Company and The Bank of New York,
as trustee (the "Trustee"). Capitalized terms herein are used as defined in the
Indenture unless otherwise indicated. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act. The Securities are subject to all such terms, and Holders
are referred to the Indenture and the Trust Indenture Act for a statement of all
such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Security and the terms of the Indenture,
the terms of the Indenture shall control.

            The Securities are general unsecured obligations of the Company. The
Indenture limits the aggregate principal amount of the Securities to
$300,000,000, of which $250,000,000 will be issued on April 17, 2001.

5.          Redemption.

            Optional Redemption. The Securities may be redeemed at the option of
the Company, in whole or in part, at any time and from time to time on or after
May 1, 2006, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date to receive interest due on an Interest Payment Date that is on or prior to
the Redemption Date), if redeemed during the 12-month period beginning May 1 of
each of the years set forth below:

<TABLE>
<CAPTION>
                                                                        Redemption
                                          Year                               Price

<S>                                       <C>                           <C>
                                          2006                          104.4375%
                                          2007                          102.9583%
                                          2008                          101.4792%
                                          2009 and thereafter           100%
</TABLE>

            Redemption with Proceeds of Offering. In addition, at any time or
from time to time, on or prior to May 1, 2004, the Company may, at its option,
redeem up to 35% of the aggregate principal amount of the Securities originally
issued under this Indenture at a Redemption Price equal to 108.875% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, 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
Securities issued under this Indenture remains outstanding immediately after the
occurrence of such redemption; provided further such redemption occurs within 60
days of the date of closing of each such Equity Offering.

                                    Exh. A-6
<PAGE>   104
            Procedures. Notice of a redemption will be mailed at least 30 days
but not more than 60 days before the Redemption Date to each Holder to be
redeemed at such Holder's last address as it appears in the Security Register.
Securities in original denominations larger than $1,000 may be redeemed in part
in integral multiples of $1,000. On and after the Redemption Date, interest
ceases to accrue on Securities or portions of Securities called for redemption,
unless the Company defaults in the payment of the Redemption Price.

6.          Repurchase upon a Change in Control and Asset Sales.

            (a) Upon the occurrence of a Change of Control, the Company is
obligated to make an offer to purchase all outstanding Securities at a
redemption price of 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of purchase and (b) upon Asset Sales, the
Company may be obligated to make offers to purchase Securities with a portion of
the Net Cash Proceeds of such Asset Sales at a redemption price of 100% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase.

7.         Denominations; Transfer; Exchange.

            The Securities are in registered form without coupons, in
denominations of $1,000 and multiples of $1,000 in excess thereof. A Holder may
register the transfer or exchange of Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer or exchange of any Securities selected for redemption (except the
unredeemed portion of any Security being redeemed in part). Also, it need not
register the transfer or exchange of any Securities for a period of 15 days
before a selection of Securities to be redeemed is made.

8.          Persons Deemed Owners.

            A Holder may be treated as the owner of a Security for all purposes.

9.          Unclaimed Money.

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

10.         Discharge Prior to Redemption or Maturity.

            If the Company irrevocably deposits, or causes to be deposited, with
the Trustee money or U.S. Government Obligations sufficient to pay the then
outstanding principal of, premium, if any, and accrued interest on the
Securities (a) to redemption or maturity, the Company will be discharged from
the Indenture and the Securities, except in certain

                                    Exh. A-7
<PAGE>   105
circumstances for certain sections thereof, and (b) to the Stated Maturity, the
Company will be discharged from certain covenants set forth in the Indenture.

11.         Amendment; Supplement; Waiver.

            Subject to certain exceptions, the Indenture or the Securities may
be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing default or compliance with any provision may be waived with the
consent of the Holders of a majority in aggregate principal amount of the
Securities then outstanding. Without notice to or the consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency and make any
change that does not materially adversely affect the rights of any Holder.

12.         Restrictive Covenants.

            The Indenture contains certain covenants, including, without
limitation, covenants with respect to the following matters: (i) Indebtedness;
(ii) Restricted Payments; (iii) issuances and sales of Restricted Subsidiary
stock; (iv) transactions with Affiliates; (v) Liens; (vi) guarantees of
Indebtedness by Restricted Subsidiaries; (vii) disposition of proceeds of Asset
Sales; (viii) dividends and other payment restrictions affecting Restricted
Subsidiaries; (ix) merger and certain transfers of assets and (x) issuance of
other senior subordinated indebtedness. Within 120 days after the end of each
fiscal year and within 45 days after each fiscal quarter, the Company must
report to the Trustee on compliance with such limitations.

13.         Successor Persons.

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

14.         Remedies for Events of Default.

            If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Securities then outstanding may declare all the Securities to be
immediately due and payable. If a bankruptcy or insolvency default with respect
to the Company or any of its Significant Subsidiaries occurs and is continuing,
the Securities automatically become immediately due and payable. Holders may not
enforce the Indenture or the Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations, Holders of at least
a majority in principal amount of the Securities then outstanding may direct the
Trustee in its exercise of any trust or power.

                                    Exh. A-8
<PAGE>   106
15.         Trustee Dealings with Company.

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

16.         Authentication.

            This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

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).

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to BE Aerospace,
Inc., 1400 Corporate Center Way, Wellington, Florida 33414, Attention: Chief
Executive Officer.

                                    Exh. A-9
<PAGE>   107
                            [FORM OF TRANSFER NOTICE]


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

Insert Taxpayer Identification No.



(Please print or typewrite name and address including zip code of assignee)


the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

            In connection with any transfer of this Security occurring prior to
the date which is the earlier of the date of an effective Registration Statement
or ____________, the undersigned confirms that without utilizing any general
solicitation or general advertising that:

                                   [Check One]

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

                                       or

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

If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Security in the name of any Person other than
the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 307 of the Indenture shall have
been satisfied.


Date:  ______________________________

                                                -------------------------------
                                        NOTICE: The signature to
                                                this assignment must

                                   Exh. A-10
<PAGE>   108
                                                correspond with the name as
                                                written upon the face of the
                                                within -mentioned instrument in
                                                every particular, without
                                                alteration or any change
                                                whatsoever.


Signature Guarantee:

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


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

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


Dated:  _____________________________          _________________________________
                                               NOTICE:    To be executed by an
                                                          executive officer.

                                   Exh. A-11
<PAGE>   109
                       OPTION OF HOLDER TO ELECT PURCHASE


            If you wish to have this Security purchased by the Company pursuant
to Section 1015 or Section 1016 of the Indenture, check the Box: [ ].

            If you wish to have a portion of this Security purchased by the
Company pursuant to Section 1015 or Section 1016 of the Indenture, state the
amount (in original principal amount) below:


                           $------------------------.


Date: ___________________________

Your Signature:  ________________________________

(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:           ____________________________

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

                                   Exh. A-12